Securities code: 300732 securities abbreviation: Henan Provincial Communications Planning & Design Institute Co.Ltd(300732) Announcement No.: 2022-005 bond Code: 123130 bond abbreviation: Design Research convertible bond
Henan Provincial Communications Planning & Design Institute Co.Ltd(300732)
Announcement on the completion of the cancellation of the remaining shares in the special securities account for repurchase and the change of shares
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.
Special tips:
1. The total number of shares repurchased and cancelled this time is 1209066, accounting for 0.4392% of the total share capital of the company before cancellation. After the completion of this cancellation, the total share capital of the company is reduced to 274087336 shares.
2. As of February 14, 2022, the above repurchased shares have been cancelled in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Henan Provincial Communications Planning & Design Institute Co.Ltd(300732) (hereinafter referred to as “the company”) has changed its total share capital and the number of shares with unlimited sales conditions due to the cancellation of the remaining shares in the special account for repurchase. In accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) According to the detailed rules for the implementation of share repurchase by Shenzhen Stock Exchange and other relevant provisions, the completion of the cancellation of the remaining shares in the special securities account for repurchase and the change of shares are hereby announced as follows:
1、 Approval and implementation of share repurchase
The 15th meeting of the second board of directors held on August 19, 2019, the second board of supervisors and the second extraordinary general meeting of shareholders held on September 4, 2019 considered and adopted the proposal on repurchase of shares of the company respectively. Based on the confidence in the company’s future development prospects and recognition of its intrinsic value, the board of Directors believes that the company’s valuation is significantly undervalued. Taking into account the company’s operation and financial situation, and in order to enhance investor confidence and safeguard the interests of minority shareholders, the company carries out share repurchase with its own funds. The total amount of repurchased funds shall not exceed (including) RMB 100 million and not be less than (including) RMB 50 million, and the price of repurchased shares shall not exceed (including) RMB 22 / share. The repurchased shares are used to implement the employee stock ownership plan or equity incentive. If the company fails to use the repurchased shares within 36 months after the implementation of share repurchase, the company shall implement it in accordance with relevant laws, regulations and policies.
On November 5, 2019, the company implemented the first repurchase and repurchased 144080 shares through centralized bidding transaction. For details, please refer to the announcement on the first repurchase of shares of the company and the progress of share repurchase disclosed by the company on cninfo.com (Announcement No.: 2019-084).
According to the detailed rules for the implementation of repurchase and other relevant provisions, on December 2, 2019, January 2, 2020, February 3, 2020, February 5, 2020, March 2, 2020, April 1, 2020, May 6, 2020, June 1, 2020, July 1, 2020 and August 3, 2020, The company disclosed the progress announcement on share repurchase on cninfo.com (Announcement No.: 2019-088, 2020-001, 2020-006, 2020-007, 2020-016, 2020-019, 2020-043, 2020-049, 2020-055, 2020-064, etc.).
By September 3, 2020, after the expiration of the period of share repurchase, 3869066 shares of the company will be repurchased through the special securities account for share repurchase through centralized bidding transaction, accounting for 1.69% of the total share capital of the company at that time. The highest purchase price is 18.41 yuan / share, the lowest price is 14.04 yuan / share, and the average price is 16.00 yuan / share, The total amount paid is 61915420.48 yuan (excluding transaction costs).
2、 Use of share repurchase
On July 31, 2020 and August 20, 2020, the 22nd Meeting of the second board of directors, the 14th meeting of the second board of supervisors and the second extraordinary general meeting of shareholders in 2020 respectively deliberated and adopted the proposal on the company’s phase I restricted stock incentive plan (Draft) and its summary Proposal on the management measures for the implementation and assessment of the company’s phase I restricted stock incentive plan, etc. In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, and fully mobilize the enthusiasm of senior managers and excellent backbone employees who do not hold the company’s equity, under the premise of fully protecting the interests of shareholders, in accordance with the company law, the securities law and the measures for the administration of equity incentive of listed companies According to the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), the company implemented the first phase of restricted equity incentive plan in 2020 with the early repurchase of shares as the source. For details, please refer to the company’s website (www.cn. Info. Com. CN.) Relevant announcements issued (Announcement No.: 2020-060, 2020-061, 2020-072, etc.).
On August 26, 2020, the 24th Meeting of the second board of directors and the 16th meeting of the second board of supervisors respectively deliberated and adopted the proposal on adjusting the list of incentive objects and the number of restricted shares granted in the first phase of restricted stock incentive plan Proposal on granting restricted shares to the incentive objects of the first phase of restricted stock incentive plan. According to the authorization of the second extraordinary general meeting of shareholders in 2020, the board of directors of the company adjusted the list of incentive objects and the number of restricted shares granted in the first phase of the restricted stock incentive plan, and agreed that August 26, 2020 was the grant date of the incentive plan, granting 2.66 million restricted shares to 105 incentive objects at the price of 7.05 yuan / share. For details, please refer to the company’s website (www.cn. Info. Com. CN.) Relevant announcements issued (Announcement No.: 2020-077, 2020-078, etc.). After completing the grant of the first phase of restricted stock incentive plan in 2020, the Company repurchased 1209066 shares in the special securities account.
3、 Cancellation of remaining shares in repurchase account
After the deliberation and approval of the 36th meeting of the second board of directors, the 28th meeting of the second board of supervisors and the second extraordinary general meeting of shareholders in 2021 held on December 3, 2021, the company agreed to cancel the remaining 1209066 shares in the special account for share repurchase. At the same time, in accordance with the relevant provisions of the company law and the articles of association, Reduce the total share capital of the company from 275296402 shares to 274087336 shares.
The cancellation of the remaining shares in the special account for this repurchase complies with the company law, the detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange and other relevant laws and regulations. After the cancellation, the total shares and share structure of the company will change accordingly. The cancellation of the remaining shares in the special account for repurchase will not have a material impact on the financial status and operating results of the company.
The company has completed the cancellation procedures of the above 1209066 repurchased shares in Shenzhen Branch of China Securities Depository and Clearing Corporation on February 14, 2022.
4、 Changes in share capital structure
After the cancellation of the remaining shares in the special account for this repurchase, the changes in the capital structure of the company are as follows:
Before and after this change
Nature of shares
Quantity (share) proportion quantity (share) quantity (share) proportion
1、 Restricted tradable shares 5318899 1.93% 5318899 1.94%
Senior management locking shares 595064 0.22%
Restricted shares after IPO 2799035 1.02%
Equity incentive restricted shares 1924800 0.70%
2、 Non tradable shares 269977503 98.07% – 1209066 268768437 98.06%
3、 Total share capital 275296402 100.00% – 1209066 274087336 100.00%
Note: any difference in mantissa between the sum of the above total data and each detailed data is caused by rounding.
5、 Follow up arrangements
The second extraordinary general meeting of the company in 2021 has authorized the board of directors to handle the industrial and commercial change registration. The company will timely handle the industrial and commercial change registration and filing procedures related to the change of registered capital and the amendment of the articles of association within the scope of authorization.
It is hereby announced.
Henan Provincial Communications Planning & Design Institute Co.Ltd(300732) board of directors February 16, 2022
