Securities code: 002218 securities abbreviation: Shenzhen Topraysolar Co.Ltd(002218) Announcement No.: 2022-004 Shenzhen Topraysolar Co.Ltd(002218)
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 without false records, misleading statements or major omissions.
Important content tips:
1. Shenzhen Topraysolar Co.Ltd(002218) (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 transaction for employee stock ownership plan or equity incentive. Considering the company’s financial situation, operating conditions and future profitability, the total amount of repurchase funds is no less than RMB 25 million and no more than RMB 50 million; The price of the repurchased shares shall not exceed RMB 9.16 per share (inclusive), that is, not more than 150% of the average trading price of the company’s shares 30 trading days before the adoption of the resolution on repurchasing shares at the 33rd meeting of the Fifth Board of directors. The specific number of repurchases shall be subject to the actual number of shares repurchased at the expiration of the repurchase period. The term of share repurchase shall be within 12 months from the date when the board of directors deliberates and approves the share repurchase plan.
2. As of the date of this announcement, the controlling shareholders, actual controllers and persons acting in concert have no clear reduction plan during the repurchase period. If the share reduction plan is to be implemented in the future, the company will timely fulfill the obligation of information disclosure in accordance with relevant regulations.
3. Risk warning:
(1) There is a risk that if the company’s stock price continues to exceed the upper limit of the price disclosed in the repurchase plan during the repurchase period, the repurchase plan will not be implemented smoothly.
(2) In case of major events that have a significant impact on the trading price of the company’s shares or the board of directors decides to terminate the repurchase plan, there is a risk that the repurchase plan will not be implemented smoothly.
(3) If the repurchased shares of the company are used for employee stock ownership plan or equity incentive, there is 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 decision-making body such as the general meeting of shareholders, and the shareholding object or equity incentive object abandons the subscription of shares.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the share repurchase rules of listed companies and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other relevant provisions, the company plans to use its own funds to repurchase the company’s shares in the form of centralized competitive trading for employee stock ownership plan or equity incentive. The company has held the 33rd meeting of the 5th board of directors on February 18, 2022, deliberated and adopted the proposal on share repurchase plan of the company, and now the specific contents of the repurchase plan are announced as follows:
1、 Main contents of repurchase plan
(I) purpose and purpose of share repurchase
Based on the confidence in the company’s future development and recognition of the company’s value, combined with the company’s operation, financial status, future profitability and development prospects, in order to improve the company’s long-term incentive mechanism, improve the company’s competitiveness and promote the company’s long-term and healthy development, according to relevant regulations, the company plans to repurchase part of the company’s social public shares with its own funds, Used to implement employee stock ownership plan or equity incentive; If the company fails to implement the above purpose within 36 months after the completion of this 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 guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – Share Repurchase:
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 to continue its operation;
4. After this share repurchase, the equity distribution of the company meets the listing conditions;
5. Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
(III) method and price range of shares to be repurchased
1. Way of share repurchasing: buy back the company’s shares through centralized bidding trading through the stock trading system of Shenzhen Stock Exchange.
2. Price range of repurchased shares: in combination with the recent stock price of the company, the price of the shares to be repurchased this time shall not exceed RMB 9.16/share, that is, the upper limit of the price of repurchased shares shall not be higher than 150% of the average trading price of the company’s shares in the 30 trading days before the board of directors adopted the resolution on repurchased shares. The specific repurchased price is based on the stock price of the company’s secondary market The financial and operating conditions of the company shall be determined.
If the company transfers capital reserve into share capital, distributes shares or cash dividends, splits shares, shrinks shares, allots shares or issues share certificates and other matters during the repurchase period, the upper limit of the repurchase price shall be adjusted accordingly from the date of ex right and ex interest of the share price.
(IV) the type, purpose and quantity of shares to be repurchased, the proportion in the total share capital of the company and the total amount of funds to be repurchased
1. Types of shares to be repurchased
The type of shares repurchased this time is the RMB common shares (A shares) issued by the company.
2. Purpose of shares to be repurchased
The repurchased shares are intended to be used for the company’s employee stock ownership plan or equity incentive.
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 amount of capital to be used for share repurchase this time shall not be less than RMB 25 million and not more than RMB 50 million; Under the condition that the price of repurchased shares does not exceed RMB 9.16/share, according to the calculation of the upper limit of repurchased amount, the number of repurchased shares is expected to be about 5.4585 million shares, accounting for about 0.39% of the current total share capital of the company; According to the calculation of the lower limit of the repurchase amount, the number of repurchased shares is expected to be about 2729300 shares, accounting for about 0.19% of the current total share capital of the company. The specific number of shares repurchased and the proportion in the total share capital of the company shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
(V) source of funds for share repurchase
The capital source of this share repurchase is the company’s own funds.
(VI) implementation period of shares to be repurchased
The implementation period of this share repurchase is within 12 months from the date when the share repurchase plan is considered and approved by the board of directors. If one of the following conditions is met, the repurchase period will expire in advance:
1. If the use amount of repurchase funds reaches the maximum within the repurchase period, the implementation of the repurchase plan is completed and the repurchase period expires 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.
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 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 stock trading price of the company or in the process of decision-making to the date of disclosure according to law;
4. Other circumstances prescribed by the CSRC.
(VII) expected changes in the company’s share capital structure after repurchase
If the upper limit of total repurchase funds is 50 million yuan and the upper limit of repurchase price is 9.16 yuan / share, the number of shares repurchased is expected to be about 5.4585 million shares, accounting for 0.39% of the total share capital of the company.
If all the repurchased shares are used to implement the employee stock ownership plan or equity incentive, the changes in the company’s share capital structure after the repurchase are expected to be as follows:
Before and after repurchase
Class of shares
Share amount (share) proportion share amount (share) proportion
1、 Limited sales bar
Piece shares 197300745 13.96% 202759260 14.35%
2、 Unlimited sales bar
Shares 1215719804 86.04% 1210261289 85.65%
Total 1413020549 100.00%
If the lower limit of the total repurchase fund is RMB 25 million and the upper limit of the repurchase price is RMB 9.16/share, the number of shares to be repurchased is expected to be about 2729300 shares, accounting for 0.19% of the total share capital of the company. If all the repurchased shares are used to implement the employee stock ownership plan or equity incentive, the changes in the company’s share capital structure after the repurchase are expected to be as follows:
Before and after repurchase
Class of shares
Share amount (share) proportion (%)
1、 Limited sales bar
Piece shares 197300745 13.96% 200030003 14.16%
2、 Unlimited sales bar
Shares 1215719804 86.04% 1212990546 85.84%
Total 1413020549 100.00%
Note: the above changes in share capital structure are the calculation results. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
(VIII) the management’s analysis on the impact of this share repurchase on the company’s operation, finance, R & D, debt performance ability, future development and maintaining the listing status, and all directors’ commitment that this share repurchase will not damage the debt performance ability and sustainable operation ability of the listed company
As of September 30, 2021, the total assets of the company are 7272558400 yuan, the monetary capital is 1328865400 yuan, and the net assets attributable to the shareholders of the listed company are 4250975500 yuan (Note: the above data are Unaudited). Assuming that the maximum repurchase fund of 50 million yuan has been used up, according to the financial data on September 30, 2021, the repurchase fund accounts for about 0.69% of the company’s total assets, 3.76% of monetary funds and 1.18% of the net assets attributable to the shareholders of the listed company. According to the company’s operation, finance and future development, the company believes that the share repurchase amount of no more than RMB 50 million will not have a significant impact on the company’s operation, finance, R & D, debt performance ability and future development. 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.
(IX) the company’s directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert buy and sell the company’s shares within six months before the board of directors makes the share repurchase resolution, whether there is any explanation of insider trading and market manipulation alone or jointly with others, and the increase or decrease plan during the repurchase period; Reduction plan of shareholders holding more than 5% and their persons acting in concert in the next six months
1. Shenzhen AoXin Investment Development Co., Ltd. (hereinafter referred to as “AoXin investment”), the controlling shareholder of the company, increased 5300354 shares of the company due to its participation in the company’s non-public offering of shares in 2021 within 6 months before the board of directors made the resolution to repurchase shares. The aforesaid AoXin investment subscribed for the company’s non-public offering of shares in 2021. For details, please refer to the relevant announcements of the company.
In addition to the above, the company’s directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert did not buy or sell the company’s shares within 6 months before the board of directors made the share repurchase resolution, nor did they conduct insider trading and manipulate the market alone or jointly with others.
2. As of the date of this announcement, the company has not received any specific increase or decrease plan from directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert during the repurchase period. If it plans to increase or decrease its shares in the future, it will comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange and fulfill the obligation of information disclosure.
3. The company’s controlling shareholders, shareholders holding more than 5% shares and their persons acting in concert have no clear reduction plan in the next six months.
(x) relevant arrangements for cancellation or transfer according to law after share repurchase, as well as relevant arrangements for preventing infringement on the interests of creditors
The shares repurchased this time will be used as employee stock ownership plan or equity incentive; If the company fails to implement the repurchase within three years after the disclosure of the repurchase results and the announcement of share changes, the unused part will be cancelled according to law, and the registered capital of the company will be reduced accordingly. The details shall be determined by the company in accordance with relevant laws and regulations.
This share repurchase will not affect the normal continuous operation of the company and will not lead to the insolvency of the company. If the company cancels the shares repurchased, it will notify the creditors in accordance with the company law of the people’s Republic of China and other relevant provisions to fully protect the legitimate rights and interests of the creditors.
（11） Specific authorization on handling share repurchase
In order to successfully, efficiently and orderly complete the relevant work of the company’s share repurchase, the board of directors authorizes the company’s management to handle matters related to share repurchase, including but not limited to:
1. Authorize the management of the company to set up a special securities account for repurchase and handle other relevant affairs;
2. Authorize the management of the company and its authorized persons to buy back the company’s shares at an appropriate time according to relevant regulations, including the specific time, price, quantity and method of share repurchase;
3. Adjust the specific implementation plan and handle other matters related to share repurchase in accordance with relevant regulations and the requirements of regulatory authorities;
4. Make, modify, supplement, sign, submit, report and execute all agreements, contracts and documents occurred in the process of repurchasing some social public shares, and make relevant declarations;
5. Other matters not listed above but necessary for this share repurchase.
This authorization starts from the date of deliberation and approval by the board of directors to the date of completion of the above authorized matters.
2、 Deliberation of the board of directors
