Securities code: 300347 securities abbreviation: Hangzhou Tigermed Consulting Co.Ltd(300347) announcement code (2022) No. 006
Hangzhou Tigermed Consulting Co.Ltd(300347)
Announcement on share repurchase plan of the company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and shall be jointly and severally liable for false records, misleading statements or major omissions in the announcement. Special tips:
Hangzhou Tigermed Consulting Co.Ltd(300347) (hereinafter referred to as “the company”) plans to use its own funds or self raised funds to repurchase part of the company’s A-share shares in the form of centralized bidding transaction for the later implementation of A-share equity incentive plan or A-share employee stock ownership plan.
1. Total repurchase funds: no less than RMB 250 million and no more than RMB 500 million;
2. Repurchase price: no more than 120.00 yuan / share. If the company has implemented dividend distribution, share distribution, conversion of capital reserve into share capital, stock subdivision, share reduction, share allotment and other ex right and ex dividend matters during the period of share repurchase, the repurchase price shall be adjusted accordingly in accordance with the relevant provisions of CSRC and Shenzhen Stock Exchange from the date of ex right and ex dividend of share price;
3. Repurchase quantity: Based on the upper limit of the repurchase price of 120.00 yuan / share and the lower limit of the repurchase amount of no less than 250 million yuan, the repurchase quantity is expected to be 2.0833 million shares, accounting for 0.2388% of the current total share capital of the company and 0.2780% of the current total share capital of A-Shares of the company; According to the upper limit of repurchase amount not exceeding RMB 500 million, the number of repurchases is expected to be 4166700 shares, accounting for 0.4776% of the company’s current total share capital and 0.5561% of the company’s current total A-share capital. The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the end of the repurchase;
4. Repurchase period: no more than 12 months from the date when the board of directors deliberates and approves the share repurchase plan;
5. Purpose of Repurchase: all the shares repurchased this time will be used to implement A-share equity incentive plan or A-share employee stock ownership plan. If the company fails to use up the repurchased shares within 36 months after the implementation of share repurchase, the unused repurchased shares will be cancelled. If the state makes adjustments to relevant policies, the repurchase scheme shall be implemented according to the adjusted policies;
6. Whether there is a reduction plan for relevant shareholders:
As of the date of this announcement, the company’s directors, supervisors, senior managers, controlling shareholders and their persons acting in concert and shareholders holding more than 5% of the shares have no clear plan to reduce the shares of the company in the next six months, but the possibility of reducing the shares of the company is not ruled out; If the above shareholders plan to implement the share reduction plan in the next six months, the company will perform the obligation of information disclosure in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
7. Relevant risk tips:
(1) The share repurchase plan has uncertainty risks that the stock price continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the impossibility or partial implementation of the repurchase plan;
(2) There are risks that the share repurchase plan cannot be implemented due to major events that have a significant impact on the company’s stock trading price, the decision of the board of directors to terminate the repurchase plan, the company’s failure to meet the conditions for share repurchase stipulated by laws and regulations, etc;
(3) The share repurchase plan may have the risk of changing or terminating the repurchase plan according to the rules due to major changes in the company’s operation, financial status and external objective conditions;
(4) There may be a risk that the repurchased shares cannot be fully granted and cancelled due to the failure of the equity incentive plan or employee stock ownership plan to be deliberated and approved by the board of directors and the general meeting of shareholders, and the abandonment of subscription by the objects of the equity incentive plan or employee stock ownership plan;
During the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions, and timely perform the obligation of information disclosure according to the progress of the repurchase of shares. Please pay attention to the investment risks.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the share repurchase rules of listed companies and other relevant provisions, the company held the 21st meeting of the Fourth Board of directors and the 14th meeting of the Fourth Board of supervisors on February 11, 2022, The proposal on repurchasing the company’s shares was deliberated and adopted, and the specific contents are as follows:
1、 Main contents of repurchase plan
1. Purpose and purpose of repurchase
In order to promote the healthy, stable and long-term development of the company, enhance investors’ confidence in the company and safeguard the interests of the majority of investors, at the same time, further establish and improve the company’s long-term incentive mechanism. Based on the recognition of the company’s development prospect and internal value, the company, according to the actual situation of the current capital market, combined with the company’s current financial situation, operation, valuation level and other factors, The stock ownership plan of the company or the stock ownership plan of the company shall be used as the source of share repurchase according to the relevant laws.
The shares to be repurchased this time will be used as the stock source for the later implementation of the company’s equity incentive plan or employee stock ownership plan. According to the company law, securities law and other relevant laws and regulations, the company will formulate the equity incentive plan or employee stock ownership related plan according to the specific situation and submit it to the company’s board of directors and shareholders’ meeting for deliberation.
2. Ways of repurchasing shares
The company will repurchase the issued public shares by means of centralized bidding or other methods permitted by laws and regulations.
3. Type, quantity and proportion of repurchased shares in total share capital
Types of repurchased shares: A-share public shares issued by the company.
Number of shares to be repurchased: within the limit that the total amount of repurchased shares is not less than RMB 250 million and not more than RMB 500 million, and the price of repurchased shares is not more than RMB 120.00 per share (including RMB 120.00 per share). If the upper limit of the share repurchase price is 120.00 yuan / share, and calculated according to the lower limit of the repurchase amount of no less than 250 million yuan, the number of repurchases is expected to be 2.0833 million shares, accounting for 0.2388% of the current total share capital of the company and 0.2780% of the current total share capital of A-Shares of the company; According to the upper limit of repurchase amount not exceeding RMB 500 million, the number of repurchases is expected to be 4166700 shares, accounting for 0.4776% of the company’s current total share capital and 0.5561% of the company’s current total A-share capital. The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the end of the repurchase.
In the event that the company’s capital reserve is converted into share capital, shares or cash dividends are distributed, shares are subdivided, shares are reduced, shares are allotted or share certificates are issued during the repurchase period, the number of shares to be repurchased shall be adjusted in accordance with the provisions of the CSRC and Shenzhen Stock exchange from the date of ex rights and ex dividend of the share price.
4. Total amount and source of funds for share repurchase
The total capital of this share repurchase shall not be less than RMB 250 million and not more than RMB 500 million. The specific amount of shares repurchased shall be subject to the actual amount repurchased at the expiration of the repurchase period. The capital source of the shares to be repurchased this time is the company’s own funds or self raised funds. The company will not use the funds raised from the previous issuance of overseas listed foreign shares (H shares).
5. Price or price range and pricing principle of repurchased shares
The price of the shares to be repurchased this time shall not exceed 120.00 yuan / share (including 120.00 yuan / share), and the upper limit of the repurchase price shall not exceed 150% of the average trading price of the company’s shares in the 30 trading days before the board of directors deliberated and adopted the share repurchase resolution. The actual share repurchase price shall be determined by the board of directors of the company after the repurchase is launched according to the specific situation of the company’s shares and the overall market trend, and in combination with the company’s financial and operating conditions.
If the company implements ex rights and ex dividend matters such as converting capital reserve into share capital, distributing shares or cash dividends, stock subdivision, stock reduction, allotment or issuance of share certificates during the share repurchase period, the upper limit of share repurchase price shall be adjusted in accordance with the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange from the date of ex rights and ex dividend of share price.
6. Term of share repurchase
(1) The term of the proposed share repurchase is within 12 months from the date when the board of directors deliberates and approves the share repurchase plan. If the following conditions are met, the repurchase period will expire in advance and the repurchase plan will be implemented:
a. If the use amount of repurchase funds reaches the maximum limit of RMB 500 million in advance within this period, the implementation of the repurchase plan is completed, that is, the repurchase period expires in advance from that date;
b. If the board of directors of the company decides to terminate the repurchase plan due to sufficient and legitimate reasons, 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:
a. Within ten trading days before the announcement of the company’s regular report or performance express;
b. 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;
c. Other circumstances prescribed by the CSRC and Shenzhen Stock Exchange.
(3) The company shall not entrust to buy back shares at the following trading hours:
a. Opening call auction;
b. Within half an hour before the closing;
c. There is no limit on the rise and fall of stock prices.
During the implementation of the repurchase plan, if the trading of the company’s shares is suspended due to the planning of major events, the company will postpone the implementation of the repurchase plan after the resumption of trading of shares and disclose it in time.
7. Expected changes in the company’s equity structure after repurchase
According to the calculation of the upper limit of repurchase amount of RMB 500 million and the upper limit of repurchase price of RMB 120.00/share, the number of shares that can be repurchased is expected to be about 4.1667 million shares, accounting for about 0.4776% of the total issued share capital of the company; According to the calculation of the lower limit of the repurchase amount of RMB 250 million and the upper limit of the repurchase price of RMB 120.00/share, the number of shares repurchased is expected to be about 2083300 shares, accounting for about 0.2388% of the total issued share capital of the company. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
If the number of shares eventually repurchased by the company is 4.1667 million, and all the shares repurchased this time are used for subsequent equity incentive plans or employee stock ownership plans, the equity situation of the company will change as follows after this Repurchase:
Before and after repurchase
project
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
Shares with limited sales conditions 187594773 21.50 191761439 21.98
Shares with unlimited sales conditions 684843591 78.50 680676925 78.02
Total share capital 872438364 100
Note: 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 number of shares eventually repurchased by the company is 2083300 shares, and all the shares repurchased this time are used for subsequent equity incentive plans or employee stock ownership plans, the equity situation of the company will change as follows after this Repurchase:
Before and after repurchase
project
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
Shares with limited sales conditions 187594773 21.50 189678106 21.74
Shares with unlimited sales conditions 684843591 78.50 682760258 78.26
Total share capital 872438364 100
Note: 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.
8. The management’s analysis on the impact of this repurchase of A-Shares on the company’s operation, finance and future development
The company’s repurchase of A-share social public shares reflects the affirmation of the management and major shareholders on the internal value of the company, which is conducive to the return and improvement of the value of all shareholders, the protection of the interests of all shareholders, especially small and medium-sized shareholders, and the enhancement of public investor confidence.
As of September 30, 2021 (Unaudited), the total assets of the company were 21955.2079 million yuan, the net assets attributable to the shareholders of the listed company were 17183.3669 million yuan, and the current assets were 10457.2248 million yuan. Assuming that the maximum repurchase amount of 500 million yuan is used up, according to the financial data on September 30, 2021, the repurchase funds account for about 2.28% of the company’s total assets, about 2.91% of the net assets attributable to the shareholders of the listed company and about 4.78% of the company’s current assets. According to the company’s current operation, financial situation and future development plan, the company believes that the total amount of funds used is not less than RMB 250 million and not more than RMB 500 million. The self owned funds or self raised funds will be used to implement share repurchase. The repurchase funds will be paid at an appropriate time during the repurchase period, which is flexible and will not affect the company’s business activities Significant impact on financial status and future development.
It is estimated that the number of shares repurchased accounts for about 0.4776% of the total issued share capital of the company according to the upper limit of 500 million yuan of total repurchase funds and 120.00 yuan / share of repurchase price. After the repurchase is completed, the equity structure of the company will not change significantly. The company’s equity distribution meets the conditions for the company’s listing, so the repurchase will not lead to
