Securities code: 002273 stock abbreviation: Zhejiang Crystal-Optech Co.Ltd(002273) Announcement No.: (2022) 016 Zhejiang Crystal-Optech Co.Ltd(002273)
Proposal on repurchasing shares of the company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important:
1. Zhejiang Crystal-Optech Co.Ltd(002273) (hereinafter referred to as "the company" or "the company") plans to use its own funds to buy back some of the issued social public shares of the company from the secondary market in the form of centralized bidding for the later implementation of employee stock ownership plan or equity incentive. The total amount to be repurchased this time shall not be less than 100 million yuan (inclusive) and not more than 200 million yuan (inclusive), and the repurchase price shall not exceed 15.5 yuan / share (inclusive). The specific repurchase quantity shall be subject to the actual number of shares repurchased at the expiration of the repurchase period. The implementation period of this share repurchase is within 6 months from the date when the board of directors of the company deliberates and approves the repurchase plan.
2. Risk tips
(1) There is a risk that the company's stock price continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the failure or partial implementation of the repurchase plan;
(2) The repurchased shares are used for employee stock ownership plan or equity incentive. There may be a risk that the repurchased shares cannot be fully granted due to the failure of the employee stock ownership plan or equity incentive to be deliberated and approved by the company's board of directors, the general meeting of shareholders and other decision-making bodies, and the incentive objects give up the subscription.
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the administrative measures for the repurchase of social public shares by listed companies (for Trial Implementation), the supplementary provisions on the repurchase of shares by listed companies through centralized bidding transaction, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 - repurchase of shares and other relevant provisions, The company plans to use its own funds to buy back some social public shares from the secondary market in the form of centralized bidding for the later implementation of employee stock ownership plan or equity incentive. The second meeting of the sixth board of directors held on February 10, 2022 deliberated and approved the plan on repurchase of shares of the company, and the specific contents are announced as follows:
1、 Main contents of repurchase plan
1. Purpose and purpose of share repurchase
Based on the judgment of the company's value and confidence in the future development, enhance the long-term investment value of the company's shares, further improve the company's long-term incentive mechanism and benefit sharing mechanism, fully mobilize the enthusiasm of employees, effectively combine the interests of shareholders, the company and the individual interests of the core team, promote the healthy and sustainable development of the company, and combine the current operation According to the financial situation and future development prospects, it is decided to use its own funds to buy back some social public shares of the company through centralized bidding for the implementation of employee stock ownership plan or equity incentive.
2. Ways of repurchasing shares
The company's share repurchase shall be conducted by means of centralized bidding from the secondary market.
3. Price, price range or pricing principle of repurchased shares
The price of the shares repurchased by the company this time is no more than 15.5 yuan / share (inclusive), which does not exceed 150% of the average trading price of the company's shares 30 trading days before the board of directors passed the resolution on share repurchase. The specific repurchase price shall be determined by the board of directors of the company in combination with the stock price, financial status and operating conditions of the company during the implementation of the repurchase.
If the company has other ex rights and ex interests matters such as share distribution, conversion of capital reserve to share capital, cash dividend and share allotment during the repurchase period, the upper limit of the repurchase share price shall be adjusted accordingly from the date of ex rights and ex interests of the share price.
4. The type, purpose and quantity of shares to be repurchased, the proportion in the total share capital and the total amount of funds to be repurchased
(1) Types of shares to be repurchased
RMB ordinary shares (A shares) issued by the company.
(2) Purpose of shares to be repurchased
The shares to be repurchased this time will be used to implement the employee stock ownership plan or equity incentive.
(3) The number of shares to be repurchased, the proportion in the total share capital of the company and the total amount of funds to be used for repurchases
The total amount of funds to be repurchased this time shall not be less than 100 million yuan (inclusive) and not more than 200 million yuan (inclusive), and the price of repurchased shares shall not exceed 15.5 yuan / share (inclusive). If repurchased according to the upper limit amount and share price, the number of shares that can be repurchased is expected to be 12.903225 million, and the proportion of repurchased shares accounts for about 0.93% of the total share capital of the company. The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the expiration of the repurchase period.
If the company has other ex rights and ex interests matters such as share distribution, conversion of capital reserve into share capital, cash dividend and share allotment during the repurchase period, the number of repurchased shares shall be adjusted accordingly from the date of ex rights and ex interests of the share price.
5. Source of funds for share repurchase
The capital source of the shares to be repurchased this time is the company's own funds.
6. Implementation period of share repurchase
The term of this share repurchase is within 6 months from the date when the board of directors deliberates and approves the share repurchase plan. During the implementation of the repurchase plan, if the trading of the company's shares has been suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period may be postponed, and the postponed period shall not exceed the maximum period specified by the CSRC and the Shenzhen Stock Exchange.
(1) If the following conditions are met, the repurchase period will expire in advance:
① If the use amount of repurchase funds reaches the maximum within the repurchase period, the repurchase plan will be implemented, that is, the repurchase period will expire in advance from that date;
② If the board of directors of the company decides to terminate the repurchase plan in advance, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
The board of directors of the company will make the repurchase decision and implement it according to the market conditions during the repurchase period.
(2) The company shall not repurchase its shares during the following periods:
① If the announcement date is delayed due to special reasons within 10 trading days before the announcement of the company's annual report and semi annual report, it shall be calculated from the 10 trading days before the original scheduled announcement date;
② Within ten trading days before the announcement of the company's quarterly report, performance forecast and performance express;
③ From the date of occurrence of major events that may have a significant impact on the trading price of the company's shares or in the process of decision-making to the date of disclosure according to law;
④ Other circumstances prescribed by the CSRC.
2、 Expected changes in the company's equity structure after the completion of repurchase
1. If the repurchase is calculated based on the maximum repurchase amount of RMB 200 million and the repurchase price of RMB 15.5/share, the number of shares that can be repurchased is expected to be 12903225, and the proportion of repurchased shares accounts for about 0.93% of the total share capital of the company. After the repurchase is completed, assuming that all the shares repurchased this time are used for employee stock ownership plan or equity incentive and locked up, the changes in the company's share capital structure are expected to be as follows:
Before and after repurchase
Nature of shares
Number of shares (shares) proportion (%)
Restricted tradable shares 37924566 2.73 50827791 3.66
Non tradable shares 1352707655 97.27 1339804430 96.34
Total share capital 1390632221 100.00
2. If the repurchase is calculated according to the lower limit of the repurchase amount of RMB 100 million and the repurchase price of RMB 15.5/share, the number of shares that can be repurchased is expected to be 6451612, and the proportion of repurchased shares accounts for about 0.46% of the total share capital of the company.
After the repurchase is completed, assuming that all the shares repurchased this time are used for employee stock ownership plan or equity incentive and locked up, the changes in the company's share capital structure are expected to be as follows:
Before and after repurchase
Nature of shares
Number of shares (shares) proportion (%)
Restricted tradable shares 37924566 2.73 44376178 3.19
Non tradable shares 1352707655 97.27 1346256043 96.81
Total share capital 1390632221 100.00
3、 The management's analysis on the impact of this share repurchase on the company's operation, profitability, finance, R & D, debt performance ability, future development and maintaining its listing status
As of September 30, 2021 (Unaudited), the total assets of the company were 9548.2732 million yuan, the net assets attributable to the shareholders of the listed company were 7956.9853 million yuan, and the current assets were 4973.9151 million yuan. If the upper limit of 200 million yuan of total repurchase funds is fully used, according to the financial data on September 30, 2021, the proportion of repurchase funds in the total assets of the company is about 2.09%, the proportion of net assets attributable to listed shareholders is about 2.51%, and the proportion of current assets is about 4.02%. The company is in good financial condition. According to the company's operation and future development, the company believes that the upper limit of share repurchase amount of RMB 200 million will not have a significant impact on the company's operation, finance, R & D, debt performance ability and future development.
The company's share repurchase is used to implement the employee stock ownership plan or equity incentive, which is conducive to the company's establishment and improvement of the benefit sharing mechanism, improving the cohesion of employees and the competitiveness of the company, realizing the long-term sustainable development of the enterprise, further improving the company's value, bringing sustained and stable returns to shareholders and maximizing the interests of shareholders.
In addition, the scale of the repurchase of A-Shares is limited. After the implementation of the repurchase, the status of the company as a listed company will not be changed, and the equity distribution still meets the listing conditions.
All directors of the company promise that all directors will be honest, trustworthy, diligent and responsible in this share repurchase, safeguard the interests of the company and the legitimate rights and interests of shareholders and creditors, and this repurchase will not damage the company's debt performance ability and sustainable operation ability. 4、 Directors, supervisors, senior managers, controlling shareholders and actual controllers of the listed company buy and sell shares of the company within six months before the board of directors makes the resolution on share repurchase, whether there is any explanation on insider trading and market manipulation alone or jointly with others, and the increase and decrease plan during the repurchase period, And the reduction plan of shareholders holding more than 5% shares and their persons acting in concert in the next six months
The controlling shareholder of the company, Xingxing Group Co., Ltd. (hereinafter referred to as "Xingxing group"), acting in concert, Hangzhou shengaizhe new enterprise management partnership (limited partnership) reduced its holdings of 10 million shares of the company through block trading on November 11, 2021. Pan Lingjuan, the supervisor of the company, increased 1000 shares of the company through centralized bidding in the secondary market on February 7, 2022. In addition, the company's directors, supervisors, senior managers and actual controllers did not buy or sell the company's shares within six months before the board of directors made the share repurchase resolution, nor did they conduct insider trading and market manipulation alone or jointly with others.
As of the date of the resolution of the board of directors, the company's directors, supervisors, senior managers, controlling shareholders and actual controllers have no clear plan to increase or decrease their holdings during the repurchase period. The shareholders holding more than 5% of the company's shares and their persons acting in concert are uncertain about the reduction plan in the next six months. Whether to reduce their shares will be decided according to market conditions and capital arrangements. If the share increase or decrease plan is to be implemented in the future, the company will timely perform the obligation of information disclosure in accordance with relevant regulations.
5、 The proposer of the share repurchase plan, the time of proposal, the reason for proposal, the situation of the proposer buying and selling the shares of the company within six months before the proposal, whether there is a description of insider trading and market manipulation alone or jointly with others, and the plan for increasing or decreasing the shares during the repurchase period
On February 8, 2022, Mr. Lin min, chairman of the company, based on his confidence in the company's future development prospects and recognition of the company's value, and in order to further establish and improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of the company's employees and improve team cohesion, so as to achieve the company's business goal of rapid, stable and sustainable development, It is proposed that the company buy back some public shares by means of centralized bidding transaction, and use the repurchased shares for the implementation of employee stock ownership plan or equity incentive.
The proposer did not buy or sell the shares of the company within six months before the proposal, nor did he conduct insider trading and market manipulation alone or jointly with others. The proposer has no plan to increase or decrease holdings during the repurchase period.
6、 Relevant arrangements for cancellation or transfer according to law after share repurchase, as well as relevant arrangements to prevent infringement on the interests of creditors. The shares repurchased this time will be used for the implementation of employee stock ownership plan or equity incentive. If the above purpose is not implemented within the period specified by relevant laws and regulations after the completion of share repurchase, part of the shares not granted or transferred will be cancelled according to law. If the company cancels the repurchased shares, the company will timely perform relevant decision-making procedures and notify all creditors in accordance with the company law and other relevant provisions, so as to fully protect the legitimate rights and interests of creditors.
7、 Handle the specific authorization matters of this share repurchase
In order to ensure the smooth implementation of this share repurchase, the board of directors authorized
