Securities code: 000521, 200521 securities abbreviation: Changhong Meiling Co.Ltd(000521) , hongmeiling B Announcement No.: 2022-008 Changhong Meiling Co.Ltd(000521)
Announcement on the expiration of the term of share repurchase and the implementation results of share repurchase
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.
Changhong Meiling Co.Ltd(000521) (hereinafter referred to as “the company” or “the company”) deliberated and adopted the proposal on repurchasing some domestic listed foreign shares (B shares) of the company at the 40th meeting of the ninth board of directors, the 21st Meeting of the ninth board of supervisors and the third extraordinary general meeting of shareholders in 2020 held on July 27 and August 18, 2020, It is agreed that the company will use its own funds to repurchase part of the company’s domestic listed foreign shares (B shares) in the form of centralized bidding transaction. The repurchased B shares will be cancelled according to law and the registered capital of the company will be reduced accordingly. The total amount of the repurchase fund is not less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive), which is converted according to the central parity of Hong Kong dollar to RMB exchange rate on July 24, 2020: 1 Hong Kong dollar = 0.9023 yuan, equivalent to not less than HK $55413942.15 (inclusive) and not more than HK $110827884.30 (inclusive), The specific total amount of repurchase funds shall be subject to the total amount of funds actually used to repurchase shares at the expiration of the repurchase period. The price of B shares repurchased this time shall not exceed HK $2.21/share (inclusive). After the implementation of the profit distribution plan in 2020, the upper limit of the price of B shares repurchased will be adjusted from HK $2.21/share (inclusive) to HK $2.15/share (inclusive).
On August 24 and September 10, 2021, the company held the 11th meeting of the 10th board of directors, the 9th meeting of the 10th board of supervisors and the third extraordinary general meeting of shareholders in 2021, and deliberated and adopted the proposal on continuing to implement and partially adjusting the repurchase scheme of some domestic listed foreign shares (B shares) of the company, Approve the company to continue to implement the plan on repurchasing some domestic listed foreign shares (B shares) of the company agreed at the previous general meeting of shareholders of the company; At the same time, the term of share repurchase in the above plan is extended to February 18, 2022, that is, the implementation period of share repurchase is from August 18, 2020 to February 18, 2022; The price of repurchased shares shall be adjusted to no more than HK $2.36/share (inclusive); 9582882 B shares that have been repurchased in the early stage shall be cancelled according to law and regulations after the expiration of the extension of the repurchase period.
Details of the company have been published in the designated information disclosure media: securities times, China Securities Journal, Hong Kong business daily and cninfo (www.cn. Info. Com. CN) It was disclosed in the form of announcement (Announcement No. 2020-047, 2020-048, 2020-049, 2020-063, 2021-045, 2021-067, 2021-068, 2021-069 and 2021-075).
As of February 18, 2022, the share repurchase period of the company has expired. According to the relevant provisions of the company law, Certificate No. – share repurchase (hereinafter referred to as the “repurchase guidelines”), the implementation results of the company’s repurchase are hereby announced as follows:
1、 Implementation of share repurchase
The company completed the work related to the purchase and exchange of foreign exchange involved in the repurchase on November 4, 2020, and implemented the first B-share repurchase by centralized bidding through the special securities account for repurchase for the first time on that day, and disclosed the announcement on the first repurchase of some domestic and foreign capital shares (B-shares) of the company on November 5, 2020; On October 21, 2021, the announcement on the repurchase of 1% of some domestic listed foreign shares (B shares) and the progress of repurchase was disclosed; In addition, according to the repurchase guidelines and other relevant provisions, during the repurchase period, the company disclosed the progress announcement of repurchase of B shares by the end of last month in the first three trading days of each month. For details, please refer to the company’s announcements on November 6, December 2, 2020, January 5, February 3, March 3, April 3, May 7, June 3, July 3, August 4, 2021 Announcements on repurchase progress disclosed on October 12, November 3, December 3, January 6 and February 9, 2022.
As of February 18, 2022, the implementation period of this share repurchase has expired. Through the special securities account for B-share repurchase, the company has repurchased 14674166 B-share shares by means of centralized bidding transaction, accounting for 1.4048% of the total share capital of the company; The highest transaction price is HK $2.36 per share and the lowest transaction price is HK $1.87 per share. The total amount paid is HK $32558454.08 (excluding stamp duty, commission and other transaction expenses). Among them, the maximum cumulative number of shares repurchased by the company every five trading days during the repurchase period is 3193580 shares (the corresponding date is October 20 to October 26, 2021).
2、 Description of the difference between the repurchase implementation and the repurchase plan
Since the company’s general meeting of shareholders deliberated and approved the B-share repurchase plan, the company has exchanged sufficient Hong Kong dollar funds and actively implemented the repurchase according to the authorization requirements of the general meeting of shareholders. On February 18, 2022, except that the actual amount of B shares repurchased by the company did not reach the lower limit of the repurchase amount planned in the repurchase plan, there was no other difference between the implementation results of this repurchase and the B shares repurchase plan. The main reasons for the differences are:
1. After the shareholders’ meeting deliberated and approved the share repurchase plan, in order to implement this repurchase, it is necessary to obtain the consent of the foreign exchange management department on the purchase and exchange of foreign exchange involved in this repurchase. The company actively promoted the work related to the purchase and exchange of foreign exchange, completed the work related to the purchase and exchange of foreign exchange on November 4, 2020, and conducted the first repurchase in the afternoon of that day. In addition, the validity of the special bank account for B-share repurchase opened by the company in the early stage expires on August 18, 2021 and cannot be used any more. In order to continue the repurchase, it is necessary to carry out the work related to the purchase and exchange of foreign exchange again. The company completed the corresponding preparations and the work related to the purchase and exchange of foreign exchange on October 12, 2021. The above reasons lead to the reduction of the time window for the company to operate the repurchase of B shares.
2. According to Article 17 of the repurchase guidelines, listed companies shall not repurchase shares within 10 trading days before the announcement of annual report, semi annual report, quarterly report, performance forecast and performance express, from the date 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.
January 18, 2021 to February 2, 2021), 2020 annual report (window period: March 17, 2021 to April 1, 2021), performance forecast for the first quarter of 2021 (window period: March 31, 2021 to April 16, 2021), report for the first quarter of 2021 (window period: April 6, 2021 to April 21, 2021) Semi annual performance forecast for 2021 (window period: July 1, 2021 to July 16, 2021), semi annual report for 2021 (window period: August 4, 2021 to August 19, 2021), performance forecast for the first three quarters of 2021 (window period: September 24, 2021 to October 14, 2021) Third quarter report of 2021 (window period: September 29, 2021 to October 19, 2021), annual performance forecast of 2021 (window period: January 12, 2022 to January 25, 2022). During the above window period, the company did not operate the repurchase of B shares.
3. In order to ensure the normal implementation of the company’s 2020 annual profit distribution plan, the company did not repurchase B shares from the date of applying to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for dividend distribution business to the date of equity registration (i.e. June 2, 2021 to June 10, 2021).
4. The total share capital of the company’s B shares is 162864000 shares, of which Hong Kong Changhong, the person acting in concert of the company’s controlling shareholder Sichuan Changhong Electric Co.Ltd(600839) , holds 33374710 circulating B shares of the company. Meanwhile, 1689893 B shares of the company held by some current executives of the company. The aforesaid shareholders and executives did not reduce their holdings during the repurchase of B shares by the company. Therefore, excluding the B shares of the company held by the above shareholders, the upper limit of shares that the company can actually repurchase is only 127799397 shares.
5. During the implementation of share repurchase by the company, affected by market conditions and other factors, from December 23, 2020 to December 29, 2020, January 4, 2021, January 7, 2021, February 5, 2021, February 22, 2021, March 16, 2021, May 6, 2021, May 12, 2021 to May 18, 2021, May 20, 2021 During the period from June 11, 2021, June 24, 2021 to June 30, 2021, July 23, 2021, November 4, 2021, November 9, 2021, November 23, 2021 to November 25, 2021, December 14, 2021 to December 15, 2021, and January 5, 2022 to January 11, 2022, The company’s share price has been higher than the upper limit of the repurchase price of B shares stipulated in the share repurchase plan, resulting in the company’s inability to purchase B shares.
6. At the same time, the company’s B-share stock market is not active and the daily trading volume is very low (the minimum daily total trading volume of the company’s B-share is 6100 shares from November 4, 2020 to February 18, 2022), which also affects the implementation of the company’s B-share repurchase, resulting in the actual repurchase amount of the company failing to reach the lower limit of the repurchase amount of the repurchase plan.
3、 Impact of this share repurchase on the company
The share repurchase will not have a significant impact on the company’s business activities, financial status, R & D, debt performance ability and future development. After the completion of the company’s share repurchase, there will be no significant change in the company’s ownership structure, which will not lead to the change of the company’s control. The distribution of shares still meets the listing conditions and will not change the company’s listing status.
4、 Purchase and sale of the company’s shares by relevant entities during the implementation of share repurchase
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 from the date of the company’s first disclosure of the repurchase of shares to the trading day before the disclosure of this announcement, nor did they differ from the increase or decrease plan disclosed in the repurchase plan.
5、 Subsequent arrangements for repurchased shares
All the 14674166 B shares repurchased by the company are deposited in the special securities account for repurchasing. During the deposit period, the company does not enjoy the voting rights of the general meeting of shareholders, profit distribution, conversion of provident fund into share capital, allotment of shares, pledge and other relevant rights. The B shares repurchased by the company this time will be cancelled according to law and the registered capital of the company will be reduced accordingly. The company will submit the application for cancellation of repurchased shares to Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. as soon as possible, and timely handle the industrial and commercial change registration procedures and other related matters.
According to the calculation of the company’s share capital structure after the closing of the market on February 18, 2022, the repurchased shares will be cancelled in accordance with relevant regulations. The changes in the company’s share capital after cancellation are as follows:
Unit: shares
Before cancellation of repurchased shares and after cancellation of repurchased shares
project
Number of shares proportion of number of shares
1、 Shares with limited sales conditions 8442922 0.81% 8442922 0.82%
Including: 1 RMB ordinary shares (A shares) 7175502 0.69% 7175502 0.70%
2. Domestic listed foreign shares (B shares) 1267420 0.12%
2、 Shares without sale conditions 1036154959 99.19% 1021480793 99.18%
Including: 1 RMB ordinary shares (A shares)
