Securities code: 603801 securities abbreviation: Zbom Home Collection Co.Ltd(603801) Announcement No.: 2022-002 Zbom Home Collection Co.Ltd(603801)
Announcement on share repurchase plan of the company
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.
It is hereby announced that important content tips:
● share repurchase scale: the total amount of share repurchase funds shall not be less than 55 million yuan and not more than 109.2 million yuan
● share repurchase price: the share repurchase price shall not exceed 35 yuan / share
● repurchase period: within 6 months from the date when the company's board of directors deliberates and approves the share repurchase plan
● risk tips:
1. The company's stock price continues to exceed the price range disclosed in the repurchase plan, resulting in the risk that the repurchase plan cannot be implemented; 2. The risk that the repurchase plan may be changed or terminated according to the rules due to major changes in the company's production and operation, financial status and external objective conditions;
3. The repurchased shares are used for equity incentive. There may be a risk that the repurchased shares cannot be fully transferred or granted due to the failure of the relevant plans to be considered and approved by the decision-making body and the abandonment of the subscription of shares by relevant personnel;
4. There is a risk that the funds required to repurchase shares are not in place, resulting in the failure to implement the repurchase plan.
1、 Review and implementation procedures of repurchase scheme
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 public shares by listed companies (for Trial Implementation), the supplementary provisions on the repurchase of shares by listed companies through centralized bidding transaction, the detailed rules for the implementation of share repurchase by listed companies on Shanghai Stock Exchange and other laws, regulations and normative documents, Zbom Home Collection Co.Ltd(603801) (hereinafter referred to as "the company") intends to buy back some shares of the company, as follows:
(I) on February 15, 2022, the company held the sixth meeting of the Fourth Board of directors to consider and adopt the proposal on share repurchase scheme of the company.
(II) according to the provisions of the articles of association of Zbom Home Collection Co.Ltd(603801) joint stock and limited company (revised in November 2018), the above proposal has been deliberated and adopted at the meeting of the board of directors attended by more than two-thirds of the directors, and it is not necessary to submit it to the general meeting of shareholders for deliberation.
2、 Main contents of repurchase plan
(I) purpose of share repurchase
In order to further stabilize investors' expectations of the long-term value of the company's shares, build a long-term and stable investor structure, fully mobilize the enthusiasm of the company's directors, senior managers, middle managers and core backbone, and effectively combine the interests of shareholders, the company and the core team, Based on confidence in the company's future development prospects and recognition of the company's value, the company plans to repurchase shares. All the shares repurchased this time will be used for equity incentive.
(II) types of shares to be repurchased
The proposed type of repurchase is RMB common shares (A shares) issued by the company.
(III) method of share repurchase
The share repurchase is planned to adopt centralized bidding trading.
(IV) implementation period of repurchase
It shall not exceed 6 months from the date when the board of directors deliberates and approves the share repurchase plan. After the expiration of the period, the share repurchase will be terminated. If the use amount of repurchase funds reaches the maximum within this period or the board of directors of the company decides to terminate the repurchase plan, the repurchase period will expire ahead of schedule. According to the authorization of the board of directors, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions within the repurchase period.
During the implementation of the repurchase plan, if the trading of the company's shares is suspended for more than 10 consecutive trading days due to the planning of major events, the company will postpone the repurchase period accordingly and disclose it in time after the resumption of trading.
(V) purpose, quantity, proportion in the total share capital of the company and total capital of the shares to be repurchased
The total amount of this repurchase fund shall not be less than RMB 55 million (inclusive) and not more than RMB 1.092 million (inclusive). The specific amount of shares repurchased shall be subject to the actual amount of shares repurchased at the expiration of the repurchase period. The shares repurchased this time are intended to be used for equity incentive. If the upper limit of the share repurchase price is 35 yuan / share (including), all the repurchase plans have been implemented. If the upper limit of the number of shares repurchased is 3.12 million shares, the details are as follows:
Repurchase purpose: the number of proposed repurchases accounts for the total capital stock of the company, and the repurchase implementation period
Proportion of (10000 shares) (%) (10000 yuan)
For the implementation of equity incentive, 31.21 million yuan shall not be less than 55 million yuan, and it shall not exceed 6 months from the date when the board of directors deliberates and approves the share repurchase plan of 109.2 million yuan
(VI) price of shares to be repurchased
The price of the shares to be repurchased this time shall not exceed 35 yuan / share, and shall not exceed 150% of the average trading price of A-Shares of the company in the first 30 trading days before the date when the board of directors deliberated and adopted the repurchase resolution. If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital during the repurchase period, the upper limit of repurchase price shall be adjusted accordingly from the ex right and ex interest date of share price. (VII) sources of funds to be used for repurchase
The capital source of this share repurchase is the company's own funds or self raised funds in accordance with laws and regulations.
(VIII) expected changes in the company's equity structure after repurchase
The total share capital of the company is 312.31 million shares, accounting for 1%. If the repurchased shares are all used for equity incentive, the changes in the company's equity after the repurchased shares are expected to be as follows:
Before and after share repurchase
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
Tradable shares with limited sales conditions 3779300 1.21 6899300 2.21
Tradable shares with unlimited conditions 308529500 98.79 305409500 97.79
Total 312308800 100.00 312308800 100.00
(IX) analysis of the impact of this share repurchase on the company's business activities, financial status and future significant development
As of September 30, 2021, the total assets of the company were 4828820500 yuan, the net assets attributable to the shareholders of the listed company were 2348123900 yuan, and the current assets were 2953041900 yuan. The upper limit of the total repurchase funds was 109.2 million yuan, accounting for 2.26%, 4.65% and 3.70% of the total assets of the company, the owner's rights and interests attributable to the shareholders of the listed company and the current assets, respectively.
The company has enough funds to pay for the share repurchase, and according to the repurchase plan, the repurchase funds will be paid at the right time during the six-month repurchase period. The specific repurchase price and repurchase quantity are arranged by the company's management according to the conditions set in the plan, which has a large space for autonomy and control and will not have a significant impact on the company's operation, finance and future development.
According to the calculation of the maximum number of repurchased shares of about 3.12 million shares, the completion of this repurchase will not lead to the change of the control of the listed company, nor will it change the listing status of the company, and the equity distribution of the company still meets the listing conditions.
(x) opinions of independent directors on compliance, necessity and feasibility of the share repurchase plan
1. The shares repurchased by the company this time comply 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, the implementation rules for the repurchase of shares by listed companies of Shanghai Stock Exchange and other laws and regulations The relevant provisions of normative documents and the voting procedures of the board meeting comply with the relevant provisions of laws, regulations and the articles of association.
2. The implementation of the company's share repurchase is conducive to enhancing investors' confidence in the company's future development prospects and enhancing the value recognition of the company. The company's share repurchase is necessary.
3. The company plans to use its own funds for repurchase this time, with a total amount of not less than 55 million yuan and not more than 109.2 million yuan, which will not have a significant impact on the company's business activities, financial status and future major development, and will not affect the company's listing status.
To sum up, the independent directors believe that the company's share repurchase is legal and compliant, and the repurchase plan is feasible and necessary, which is in line with the interests of the company and all shareholders. The independent directors approve the share repurchase plan.
（11） Whether the directors, supervisors, controlling shareholders and actual controllers of the listed company buy and sell the company's shares within 6 months before the board of directors makes the resolution on share repurchase, and whether there is a conflict of interest with the repurchase plan, insider trading and market manipulation
According to the self-examination of the company, within six months before the board of directors made the share repurchase resolution, the concerted action of the actual controller has the following share reduction plan:
From February 28, 2022 to August 26, 2022, Shanghai Jincheng Enterprise Management Co., Ltd. (formerly "Anhui gongbang Investment Co., Ltd."), the concerted action of the actual controller, plans to reduce the total number of shares by means of centralized bidding or block trading, accounting for no more than 3123088 shares, accounting for 1% of the total share capital;
From February 28, 2022 to August 26, 2022, Shanghai Shengzhi Enterprise Management Consulting Co., Ltd. (formerly "Anhui Yuanbang Investment Co., Ltd."), the concerted actor of the actual controller, plans to reduce the total number of shares by means of centralized bidding or block trading, accounting for no more than 3123088 shares, accounting for 1% of the total share capital.
As of the disclosure date of this announcement, the reduction has not been completed, and the quantity and price of the reduction are uncertain. There is no conflict of interest between the share reduction plan of the person acting in concert of the company's controlling shareholders and the repurchase plan, no insider trading and no market manipulation.
In addition to the above circumstances, the company's directors, supervisors, senior managers, controlling shareholders, actual controllers and shareholders holding more than 5% have no plans to reduce their shares in the company in the next three months and six months. In the next three months and six months, if the share reduction plan is implemented, it will comply with the relevant provisions of the CSRC and Shanghai Stock Exchange on share reduction and fulfill the obligation of information disclosure.
（12） Listed companies ask directors, supervisors, senior managers, controlling shareholders, actual controllers and shareholders holding more than 5% of shares whether there is a specific situation of reduction plan in the next three months and six months
The company sent inquiry letters to directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert, and shareholders holding more than 5% of shares on whether there is a reduction plan in the next three months and six months. In addition to the reduction plan described in Article 11 above, the company's directors, supervisors, senior managers, controlling shareholders, actual controllers and their persons acting in concert, and shareholders holding more than 5% of the shares replied that there was no plan to reduce the company's shares in the next three months and six months.
（13） Relevant arrangements for cancellation or transfer according to law after share repurchase
The repurchased shares are intended to be used for equity incentive, and the total amount of repurchased funds is no more than 109.2 million yuan and no less than 55 million yuan. If the company fails to implement the above purposes within 36 months after the completion of this repurchase, all the remaining repurchase shares that have not been transferred will be cancelled, and the specific method shall be determined in accordance with the provisions of relevant laws and regulations.
（14） Relevant arrangements for the company to prevent infringement on the interests of creditors
This share repurchase will not affect the normal continuous operation of the company and will not lead to insolvency of the company. If the subsequent cancellation of shares is involved, the company will notify the creditors in accordance with the relevant provisions of the company law to fully protect the legitimate rights and interests of the creditors.
（15） Specific authorization for handling the share repurchase
In order to successfully complete the repurchase of the company's shares, the board of directors authorized the management office to handle matters related to the repurchase of the company's shares, including but not limited to:
1. Establish a special securities account for repurchase or other relevant;
2. Within the time range of repurchase, choose the shares according to the specific conditions of the company and the market, including but not limited to the time, price and quantity of repurchase shares;
3. Decide to continue or terminate the repurchase plan according to the actual situation and stock price performance of the company;
4. Adjust the specific implementation plan and handle other matters related to share repurchase in accordance with relevant provisions (i.e. relevant provisions of applicable laws and regulatory authorities);
5. Handle relevant matters for approval, including but not limited to authorizing the signing, execution, modification and completion of all necessary documents, contracts and agreements related to this share repurchase;
6. Handle other matters related to this repurchase.
This authorization starts from the date when the board of directors of the company deliberates and approves the repurchase plan to the completion of the above procedures.
3、 Uncertainty risk of repurchase scheme
(I) there is a risk that the company's stock price continues to exceed the repurchase price determined in the plan during the repurchase period, resulting in the impossibility or partial implementation of the repurchase plan.
(II) the risk that the repurchase plan may be changed or terminated according to the rules due to major changes in the company's production and operation, financial status and external objective conditions.
(III) the repurchased shares are used for equity incentive and can be
