Securities code: 600392 securities abbreviation: Shenghe Resources Holding Co.Ltd(600392) Announcement No.: pro 2022-014
Shenghe Resources Holding Co.Ltd(600392)
Announcement on the proposed cancellation of repurchased shares and reduction of registered capital
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The 22nd Meeting of the board of directors on share repurchase and cancellation of the company’s special account for shares (hereinafter referred to as “the 22nd Meeting of the company”) was held on November 202042 in accordance with the company’s registration law Relevant provisions such as the securities law and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchase shall be cancelled, and the cancellation procedures shall be handled in accordance with relevant provisions.
The cancellation and repurchase of shares need to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are hereby announced as follows: I. implementation of repurchase
The company held the 24th (Interim) meeting of the sixth board of directors on September 16, 2018, and the first extraordinary general meeting of shareholders in 2018 on October 10, 2018. Relevant proposals such as the plan for share repurchase through centralized bidding transaction were reviewed and approved, and the 29th meeting of the sixth board of directors was held on April 8, 2019, The proposal on adjusting the share repurchase scheme by means of centralized bidding transaction was deliberated and adopted, and the report on repurchase of company shares by means of centralized bidding transaction and the report on repurchase of company shares by means of centralized bidding transaction (Revised Version) were disclosed on October 20, 2018 and April 9, 2019.
According to the repurchase plan, the company plans to use the self raised fund of no more than RMB 188 million to repurchase the company’s shares in the form of centralized bidding transaction. The number of shares to be repurchased shall not exceed 1% of the company’s total share capital (i.e. no more than 17551670 shares), the repurchase price shall not exceed 10.65 yuan / share, and all the repurchased shares shall be used for the subject shares of the implementation of the equity incentive plan. If the above plan is not implemented within 36 months after the completion of share repurchase, the shares repurchased by the company will be cancelled according to law. The term of share repurchase shall be no more than 6 months from the date of deliberation and approval of the plan by the general meeting of shareholders of the company. During the period from November 26, 2018 to April 10, 2019, the company completed the share repurchase, and actually repurchased 2340497 shares, accounting for 0.13% of the total share capital of the company. The maximum repurchase price was 9.57 yuan / share, the minimum repurchase price was 8.61 yuan / share, and the average repurchase price was 9.16 yuan / share, The total amount paid is 21438234.05 yuan (excluding stamp duty, commission and other transaction expenses). The total amount paid for this repurchase, repurchase price and repurchase quantity are in line with the share repurchase plan deliberated and approved by the general meeting of shareholders. There is no difference between the actual implementation of this share repurchase and the originally disclosed share repurchase plan, and the company has completed the repurchase according to the disclosed plan. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 11, 2019 Announcement on the implementation results of share repurchase and share changes (Announcement No.: pro 2019-041).
2、 Reasons and number of shares cancelled this time
According to the company’s repurchase plan, all the repurchased shares are intended to be used for the subject shares of the implementation of the equity incentive plan. If the above plan is not implemented within 36 months after the completion of share repurchase, the shares repurchased by the company will be cancelled according to law.
In January 2021, the company disclosed the 2021 restricted stock incentive plan (Draft). After the disclosure of the 2021 restricted stock incentive plan (Draft), the market situation of the company’s rare earth industry has changed greatly, the prices of major rare earth products have increased significantly, and the company’s stock price has also fluctuated significantly, The background of the implementation of equity incentive has changed. If we continue to promote the 2021 restricted stock incentive plan (Draft), it is not completely consistent with the company’s goal of trying to establish and improve a scientific and feasible long-term incentive and restraint mechanism through equity incentive. It is necessary to further optimize the implementation conditions and schemes. After careful study, the company terminated the 2021 restricted stock incentive plan (Draft) in April 2021, and based on the current actual situation, the company cannot launch a new equity incentive plan before the expiration of the repurchased shares. Therefore, according to the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 7 – share repurchase and the repurchase plan disclosed by the company, the company plans to cancel 2340497 shares repurchased and go through relevant cancellation procedures in accordance with the regulations.
3、 Impact of this cancellation on the company
(I) changes in the company’s equity structure
After the cancellation, the total number of shares of the company will be changed from 1755167067 shares to 1752826570 shares. The shareholding ratio of the controlling shareholder of the company, Institute of comprehensive utilization of minerals, Chinese Academy of Geological Sciences, will be increased from 14.04% to 14.06%. The specific equity structure is expected to change as follows:
Before category change and after this change
Non tradable shares 1755167067 – 2340497 1752826570
Total 1755167067 – 2340497 1752826570
Note: the above equity structure changes shall be subject to the equity structure table issued by China Securities Depository and Clearing Co., Ltd. Shanghai branch after the completion of relevant matters.
(II) impact on the company’s financial statement items
The cancellation of the repurchased shares will reduce the paid in capital, capital reserve and treasury shares, and have no impact on the net assets, net profit, earnings per share (Note: the repurchased shares need to be excluded when calculating the earnings per share according to the regulations) and the rate of return on net assets attributable to the shareholders of the listed company. The expected impacts of specific consolidated financial statement items are as follows:
The cancellation of treasury shares on September 30, 2021 affects the data of financial statements after cancellation
Paid in capital (or share capital) 1755167067 – 2340497 1752826570
Capital reserve 2097445800.25 – 19162480.43 2078283319.82
Treasury shares 21502977.43 -21502977.43 0.00
(III) impact on the company’s financial situation and operating results
The cancellation of the repurchased shares will not have a significant impact on the company’s financial status and operating results, there will be no damage to the interests of the company and the rights of small and medium-sized investors, nor will the equity distribution of the company fail to meet the listing conditions, nor will it affect the listing status of the company.
4、 Subsequent arrangements for the cancellation of shares
The cancellation and repurchase of shares need to be submitted to the general meeting of shareholders of the company for deliberation. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to the cancellation of the repurchased shares, including but not limited to applying to the stock exchange for cancellation, applying to the registration and Clearing Company for handling relevant registration and clearing business, amending the articles of Association, applying to the market supervision and administration department for handling the change registration of the company’s registered capital, etc. The authorization is valid from the date of deliberation and approval by the general meeting of shareholders of the company to the date of completion of such specific implementation matters.
5、 Opinions of independent directors
The cancellation of the repurchased shares of the company complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 7 – repurchased shares and other current laws and regulations and the relevant provisions of the articles of Association. The cancellation of the repurchased shares will not have a significant impact on the future development of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The deliberation and voting procedures of the meeting shall comply with the provisions of laws, administrative regulations and the articles of association. Therefore, we agree to cancel the repurchased shares and submit the proposal to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Shenghe Resources Holding Co.Ltd(600392) board of directors February 12, 2022
