Securities code: 603608 securities abbreviation: Top Score Fashion Co.Ltd(603608) Announcement No.: pro 2022-018
Bond Code: 113589 bond abbreviation: Tianchuang convertible bond
Top Score Fashion Co.Ltd(603608)
Announcement on share repurchase results and share changes
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.
Top Score Fashion Co.Ltd(603608) (hereinafter referred to as “the company”) held the 24th Meeting of the third board of directors on February 22, 2021, deliberated and adopted the proposal on the plan of repurchasing the company’s shares by means of centralized bidding transaction, and disclosed the report on repurchasing the company’s shares by means of centralized bidding transaction on February 27, 2021, The company plans to buy back the company’s shares in the form of centralized bidding transaction, with a total repurchase amount of no less than 60 million yuan (inclusive) and no more than 120 million yuan (inclusive). The price of the repurchased shares is no more than 8.62 yuan / share (inclusive). The proposed repurchase period is no more than 12 months from the date when the board of directors deliberates and approves the repurchase plan. For details, please refer to the announcement on the plan of repurchasing the company’s shares by means of centralized bidding transaction (Announcement No.: 2021-013) and the repurchase report on repurchasing the company’s shares by means of centralized bidding transaction (Announcement No.: 2021-017) disclosed on the website of Shanghai Stock Exchange on February 24, 2021 and February 27, 2021 respectively.
On February 21, 2022, the term of this share repurchase expires, and the share repurchase has been completed. Now the relevant matters are announced as follows:
1、 Implementation of repurchase
On September 30, 2021, the company implemented the first repurchase through centralized bidding. The number of shares repurchased for the first time was 181100, accounting for about 0.04% of the total share capital of the company at that time. For details, see the announcement on the first repurchase of company shares by centralized bidding (Announcement No.: 2021-092) disclosed by the company on October 8, 2021.
On February 9, 2022, the company has repurchased 4345840 shares through centralized bidding transaction, accounting for about 1.01% of the total share capital of the company at that time. For details, see the progress announcement on repurchasing the company’s shares by centralized bidding transaction to reach 1% of the total share capital (Announcement No.: 2022-016) disclosed by the company on February 11, 2022.
On February 17, 2022, the company has repurchased 8647340 shares through centralized bidding transaction, accounting for about 2.02% of the total share capital of the company at that time. For details, see the announcement on the progress of repurchasing the company’s shares by centralized bidding transaction to reach 2% of the total share capital (announcement No.: 2022-017) disclosed by the company on February 18, 2022.
On February 21, 2022, the company’s repurchase period expired and the implementation of the company’s share repurchase plan was completed. The company has repurchased 10028340 shares through centralized bidding, accounting for about 2.34% of the company’s current total share capital (i.e. 428925471 shares). The maximum transaction price is 6.63 yuan / share, the minimum price is 5.37 yuan / share, and the total transaction amount is 60225704 yuan (excluding transaction costs). So far, the company’s share repurchase plan has been implemented.
In the process of share repurchase, the Company repurchased shares in strict accordance with the provisions of relevant laws and regulations, in line with the provisions of self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 7 – share repurchase and the contents of the company’s repurchase plan. There is no difference between the actual implementation of the repurchase plan and the originally disclosed repurchase plan, and the company has completed the repurchase according to the disclosed plan.
The share repurchase will not have a significant impact on the company’s business activities, financial status and future development. The implementation of the share repurchase plan will not lead to changes in the company’s total share capital, the company’s equity distribution will not meet the listing conditions, and the company’s status as a listed company will not be affected.
2、 Shares bought and sold by relevant entities during the repurchase period
On February 24, 2021, the company disclosed the repurchase of shares for the first time. For details, see the announcement on the plan for repurchase of shares of the company by means of centralized bidding transaction (Announcement No.: 2021-013) disclosed by the company on February 24, 2021. Within 12 months from the date when the company first disclosed the repurchase of shares to the date when the board of directors deliberated and approved the repurchase plan, that is, from February 24, 2021 to February 21, 2022, the company’s directors, supervisors, senior managers, controlling shareholders, persons acting in concert and actual controllers bought and sold the company’s shares during this period are as follows:
During the period from September 13, 2021 to November 30, 2021, Mr. Li Lin, the director of the company, reduced 1850000 shares of the company through centralized bidding transaction, with the reduction price range of 5.35 yuan / share – 5.50 yuan / share, accounting for 0.43% of the total share capital of the company at that time. For details, please refer to the announcement on the results of share reduction through centralized bidding by Directors (Announcement No.: 2021-104) disclosed by the company on December 1, 2021.
In addition, the company’s directors, supervisors, senior managers, controlling shareholders and their persons acting in concert and actual controllers do not buy or sell the company’s shares from February 24, 2021 to February 21, 2022. 3、 Changes in equity structure of the company
Before this repurchase (Note 1) after this repurchase (Note 2)
Class of shares
Number of shares (share) proportion number of shares (share) proportion
Restricted tradable shares —-
Non tradable shares (Note 3) 428924090 100% 428925471 100%
Among them: the Company repurchased special users (Note 4) 9229452 2.15% 19256334 4.49%
Total 428924090 100% 428925471 100%
Note 1: since the company implemented the first repurchase through centralized bidding on September 30, 2021, the data in the column of “before this repurchase” is the number after the closing of the market on September 29, 2021.
Note 2: since the term of this repurchase expires on February 21, 2022, the data in the column “after this repurchase” is the number after the market closes on February 21, 2022.
Note 3: the change of “non tradable shares” before and after this repurchase is the new shares used by the company’s convertible bond “Tianchuang convertible bond”. Note 4: the number of “special repurchase users of the company” refers to the total number of shares in the two special repurchase accounts of 2019 repurchase (repurchase securities account: b882409225) and 2021 repurchase (repurchase securities account: b883866111). Before this repurchase, the number of “special users of the company’s repurchase” was 9229452 shares repurchased indoors by b882409225 as of September 29, 2021. During the implementation of this repurchase plan, the company has used 1458 shares as the source of conversion of the company’s convertible bond “Tianchuang convertible bond”. After this repurchase, the number of “special repurchase users” of the company is the total number of 9227994 shares that b882409225 has repurchased as of February 21, 2022 and 10028340 shares that b883866111 has repurchased, i.e. 19256334 shares.
4、 Disposal arrangement of repurchased shares
The 10028340 shares repurchased by the company this time are deposited in the company’s special securities account b883866111 for repurchasing, and all of them will be used for equity incentive plan. If the company fails to implement the above purpose within 3 years after issuing the share repurchase result and share change announcement (i.e. within the period from February 23, 2022 to February 22, 2025), the repurchased shares will be cancelled according to law.
It is hereby announced.
Top Score Fashion Co.Ltd(603608) board of directors
February 23, 2022
