Securities code: 002174 securities abbreviation: Yoozoo Interactive Co.Ltd(002174) Announcement No.: 2022-005 Yoozoo Interactive Co.Ltd(002174)
Announcement on share repurchase plan 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. Yoozoo Interactive Co.Ltd(002174) (hereinafter referred to as “the company”) plans to use its own funds to buy back the company’s shares in the form of centralized bidding, and the repurchased company shares are used for employee stock ownership plan or equity incentive. The price of the shares repurchased this time shall not exceed RMB 20 / share, and the total amount of repurchased funds shall not be less than RMB 200 million (inclusive) and not more than RMB 300 million (inclusive). The period of repurchased shares shall be 12 months from the date when the board of directors deliberates and approves the share repurchase plan. If calculated according to the upper limit of repurchase amount and repurchase price, the number of shares repurchased is expected to be about 15000000, accounting for about 1.64% of the current total share capital of the company; According to the calculation of the lower limit of repurchase amount and the upper limit of repurchase price, the number of shares repurchased is expected to be about 10000000 shares, accounting for about 1.09% of the current total share capital of the company. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the completion of repurchase. The repurchased shares are used for the later implementation of equity incentive plan or employee stock ownership plan.
2. According to the pre disclosure announcement on passive reduction of shares held by shareholders holding more than 5% (Announcement No.: 2021-115) disclosed by the company on November 20, 2021, the stock pledge repo business carried out by Mr. Lynch, a shareholder holding more than 5%, and Hongta Securities Co.Ltd(601236) (hereinafter referred to as ” Hongta Securities Co.Ltd(601236) “) constitutes a business default due to the failure to pay off relevant debts in full when the pledge expires, As a result, there is a possibility of passive reduction of some of the company’s shares pledged in Hongta Securities Co.Ltd(601236) under Mr. Lynch’s name. It is expected that the shares to be passively reduced will not exceed 35410000 shares, accounting for 3.87% of the company’s total share capital at that time. As of the disclosure date of this announcement, the shares of the company under Mr. Lynch’s name have been passively reduced by 9155017 shares. During this repurchase period, whether such passive reduction occurs or not is related to Hongta Securities Co.Ltd(601236) debt performance and other response measures, the implementation of the pledgee and other factors, and there is uncertainty. In addition, Ms. xufenfen (Chinese Name: Xu Fenfen) (hereinafter referred to as “Ms. Xu Fenfen”), the legal guardian of the heirs of the former controlling shareholder and actual controller Mr. Lin Qi (Lin Xiaoxi, Lin Ruijing and Lin Li), is planning to transfer the equity, which may lead to the change of the actual controller of the company. However, due to the major and complex matters, up to now, No agreement or arrangement has been reached with the interested party, and there are no undisclosed matters that should be disclosed. Up to now, no specific plan has been formed for the equity transfer, but Ms. Xu Fenfen has made it clear that the share transfer will be carried out in accordance with relevant laws, regulations and regulatory rules. The shareholders of the company are planning matters related to equity transfer, which still has great uncertainty, prompting investors to pay attention to investment risks.
In addition to the share reduction plan disclosed above, the company’s directors, supervisors, senior managers, actual controllers and persons acting in concert have no clear plan to increase or decrease their shares during the repurchase period. 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.
3. Risk tips
(1) There is a risk that the repurchase plan cannot be implemented or can only be partially implemented if the company’s stock price continues to exceed the upper limit of the repurchase price during the repurchase period;
(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.
(3) If the funds required for share repurchase are not raised in place, it will lead to the risk that the repurchase plan cannot be implemented. (4) The company will be affected by the occurrence of major events such as the repurchase plan or the termination of the repurchase plan due to the occurrence of major risks to the company.
The company will make the repurchase decision and implement it according to the market situation within the repurchase period. Please pay attention to the investment risk.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase (hereinafter referred to as the “repurchase guidelines”) and other relevant provisions, At the 6th meeting of the 6th board of directors held on February 11, 2022, the company deliberated and adopted the proposal on share repurchase scheme of the company, as follows:
1、 Main contents of repurchase plan
(I) purpose of share repurchase
Based on the confidence in the company’s future development prospects and the recognition of the company’s value, and in order to further improve the company’s long-term incentive mechanism, improve team cohesion and competitiveness, and effectively promote the company’s long-term development, the company’s shares repurchased are intended to be used for employee stock ownership plan or equity incentive. If the company fails to implement the above purpose within 36 months after the completion of share repurchase, the shares repurchased by the company will be cancelled according to law.
(II) the repurchased shares meet the relevant conditions
This repurchase meets the conditions specified in Article 10 of the repurchase guidelines:
1. The company’s shares have been listed for one year;
2. The company has no major illegal acts in the last year;
3. After this share repurchase, the company has the ability to perform its debts and the ability of sustainable operation;
4. After the completion of this repurchase, the equity distribution of the company meets the listing conditions;
5. Other conditions stipulated by the CSRC.
(III) method and price range of share repurchase
1. The company plans to repurchase through centralized bidding transaction of Shenzhen Securities Exchange.
2. The company has determined that the price of the shares to be repurchased this time is no more than 20 yuan / share, which does not exceed 150% of the average stock trading price in the 30 trading days before the board of directors adopts the resolution on share repurchases. The specific repurchase price shall be determined by the management of the company authorized by the board of directors during the implementation of the repurchase, taking into account the stock price of the company’s secondary market, the company’s financial situation and operating conditions. During the repurchase period, if the company implements dividend distribution, share distribution, conversion of capital reserve to share capital, stock subdivision, stock reduction, share allotment and other ex rights and ex interests, the upper limit of repurchase price shall be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange from the date of ex rights and ex interests of share price.
(IV) type, purpose and quantity of repurchased shares, proportion in the total share capital of the company and the total amount of funds to be used for repurchases
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 repurchased this time will be used for employee stock ownership plan or equity incentive, and the specific implementation method will be determined by the board of directors and the general meeting of shareholders in accordance with relevant laws and regulations.
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 capital of this repurchase shall not be less than 200 million yuan (inclusive) and not more than 300 million yuan (inclusive).
If calculated according to the upper limit of repurchase amount and repurchase price, the number of shares that can be repurchased is expected to be about 15000000, accounting for about 1.64% of the current total share capital of the company; According to the calculation of the lower limit of repurchase amount and the upper limit of repurchase price, the number of shares that can be repurchased is expected to be about 10000000, accounting for about 1.09% of the current total share capital of the company. The specific number of shares repurchased shall be subject to the actual number of shares repurchased when the repurchase is completed. During the repurchase period, if the company implements dividend distribution, share distribution, conversion of capital reserve into share capital, stock subdivision, stock reduction, share allotment and other ex rights and ex interests, the number of repurchased shares shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange from the date of ex rights and ex interests of the share price.
(V) source of funds for share repurchase
The capital source of this share repurchase is the company’s own funds.
(VI) implementation period of share repurchase
The term of the company’s share repurchase shall be within 12 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 immediately, and 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, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
2. The company shall not repurchase 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 and Shenzhen Stock Exchange.
(VII) expected changes in the company’s equity structure after repurchase
1. The repurchase plan has been fully implemented. If calculated according to the maximum amount of repurchase funds of 300 million yuan and the maximum repurchase price of 20 yuan / share, the number of repurchases is about 15 million shares, accounting for about 1.64% of the current total share capital of the company. Assuming that the shares repurchased this time will be used for employee stock ownership plan or equity incentive and locked up completely, the changes in the company’s share capital structure are expected to be as follows:
Before and after share repurchase
Quantity (shares) in total share capital ratio quantity (shares) in total share capital ratio
Cases (%)
Tradable shares with limited sales conditions 1695225 0.19 16695225 1.82
Tradable shares without sale conditions 914166606 99.81 899166606 98.18
Total share capital 915861831 100
2. The repurchase plan has been fully implemented. If calculated according to the lower limit of the total repurchase fund of RMB 200 million and the upper limit of the repurchase price of RMB 20 / share, the number of repurchases is about 10000000 shares, accounting for about 1.09% of the current total share capital of the company. Assuming that the shares repurchased this time will be used for employee stock ownership plan or equity incentive and locked up completely, the changes in the company’s share capital structure are expected to be as follows:
Before and after share repurchase
Proportion of quantity (shares) to total share capital proportion of quantity (shares) to total share capital (%)
Tradable shares with limited sales conditions 1695225 0.19 11695225 1.28
Tradable shares without sale conditions 914166606 99.81 904166606 98.72
Total share capital 915861831 100
(VIII) the management’s analysis on the impact of this share repurchase on the company’s operation, profitability, finance, R & D, debt performance, future development and maintaining its listing status
1. The impact of this share repurchase on the company’s operation, profitability, finance, R & D and debt performance:
As of September 30, 2021, the financial data of the company’s unaudited consolidated statements are as follows: the total assets of the company are 7190.7809 million yuan, and the net assets attributable to the shareholders of the listed company are 5354.9524 million yuan. According to the unaudited financial data on September 30, 2021 and the upper limit of this repurchase fund of 300 million yuan, the repurchase fund accounts for about 4.17% of the company’s total assets as of September 30, 2021 and 5.60% of the net assets attributable to the shareholders of the listed company.
According to the operation, finance and future development of the company, the total repurchase funds of the company shall not be less than 200 million yuan and not more than 300 million yuan, which will not have a significant impact on the operation and finance of the company. After the implementation of this repurchase, the company’s control will not change, the company’s status as a listed company will not change, and the company’s equity distribution will not meet the listing conditions.
All directors 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 this repurchase will not damage the company’s debt performance ability and sustainable operation ability.
2. The impact of this share repurchase on the future development of the company:
The company’s repurchase of public shares reflects the management’s confidence in the company’s future development prospects and recognition of the company’s value, enhances investor confidence and creates good conditions for the company’s further development in the future. The repurchased shares are used for employee stock ownership plan or equity incentive, further improving the company’s long-term incentive mechanism and improving team cohesion
