Securities code: 600580 securities abbreviation: Wolong Electric Group Co.Ltd(600580) No.: pro 2022-015 Wolong Electric Group Co.Ltd(600580)
Announcement on the implementation results of share repurchase and share change
The board of directors and all directors of the company guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Review and approval of repurchase and contents of repurchase plan
Wolong Electric Group Co.Ltd(600580) (hereinafter referred to as “the company”) held the third interim meeting of the eighth session of the board of directors on February 7, 2021, deliberated and adopted the proposal on the repurchase of shares of the company by centralized bidding, and held the first extraordinary general meeting of shareholders in 2021 on February 23, 2021, deliberated and adopted the proposal on the repurchase of shares of the company by centralized bidding one by one, The company plans to use its own funds of no less than 150 million yuan (inclusive) and no more than 300 million yuan (inclusive) to repurchase the company’s shares at a price of no more than 15 yuan / share (inclusive). The repurchase period is from February 23, 2021 to February 22, 2022. For details of this share repurchase, please refer to the report on Wolong Electric Group Co.Ltd(600580) repurchase of shares of the company through centralized bidding transaction (Announcement No.: 2021-014) disclosed by Shanghai Stock Exchange.
2、 Adjustment of the upper limit of repurchase price for share repurchase
After the implementation of the company’s 2020 profit distribution plan, according to the company’s share repurchase plan and relevant laws and regulations, the upper limit of the company’s share repurchase price will be adjusted from 15 yuan / share (inclusive) to 14.85 yuan / share (inclusive) from July 19, 2021, the ex dividend date of 2020 profit distribution, The details are listed in the Shanghai stock exchange’s announcement of Wolong Electric Group Co.Ltd(600580) ‘s adjustment of the price cap of repo shares after the implementation of the annual equity allocation in 2020 (Bulletin number: 2021-048).
3、 Implementation of share repurchase
On March 1, 2021, the company implemented the repurchase of the company’s shares for the first time in the form of centralized bidding transaction. For details, see the announcement of Wolong Electric Group Co.Ltd(600580) on the first repurchase of shares in the form of centralized bidding transaction (Announcement No.: 2021-015) disclosed by Shanghai Stock Exchange.
As of the date of this announcement, the company has implemented share repurchase through centralized bidding trading through the trading system of Shanghai Stock Exchange, with a cumulative number of 16300500 shares, accounting for 1.24% of the current total share capital of the company. The lowest transaction price is 10.24 yuan / share, and the highest transaction price is 13.50 yuan / share, The total amount paid is RMB 190077747.80 (excluding transaction costs). This repurchase complies with the relevant provisions of laws and regulations and the requirements of the company’s share 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 implementation of this share repurchase will not have a significant impact on the company’s operation, finance and future development. The company’s equity distribution meets the conditions of listed companies. The implementation of share repurchase will not affect the company’s listing status and change the company’s control.
4、 Shares bought and sold by relevant entities during share repurchase
On February 8, 2021, the company disclosed the repurchase of shares for the first time. For details, see the announcement of Wolong Electric Group Co.Ltd(600580) on the repurchase of shares of the company by means of centralized bidding transaction (Announcement No.: 2021-007) disclosed by Shanghai Stock Exchange. From the date of the company’s first disclosure of share repurchase to the trading day before the disclosure of this announcement, the trading conditions of directors, supervisors, senior managers, controlling shareholders, actual controllers and share repurchase proponents during this period are as follows:
(1) The situation and reasons for the purchase and sale of the company’s shares by the then directors, supervisors and senior managers:
a. Since the company first granted the third phase of stock options and reserved the second phase of stock options in 2018, the number of shares held by some then senior managers of the company has increased since the date of the first disclosure of this repurchase (see the attached table for the changes of shares). For details, please refer to the announcement of Wolong Electric Group Co.Ltd(600580) on the exercise results of the third phase of initial grant and the second phase of reserved grant of stock options in 2018 and the listing of shares disclosed by Shanghai Stock Exchange (Announcement No.: 2021-043).
Name, title and exercise quantity (10000 copies)
Gao Guanzhong, deputy general manager 6.00
Zhang Hongxin, deputy general manager 4.50
Total 10.50
b. Due to the completion of the first grant of restricted shares of the company’s stock option and restricted stock incentive plan in 2021, the number of shares held by some of the company’s then directors and senior managers has increased since the date of the first disclosure of this repurchase (see the attached table for the changes of shares). For details, please refer to the announcement on the results of the first grant of restricted shares under the Wolong Electric Group Co.Ltd(600580) 2021 stock option and restricted stock incentive plan disclosed by Shanghai Stock Exchange (Announcement No.: 2021-092).
Name position number of restricted shares granted (10000 shares)
Gao Guanzhong, deputy general manager 18.00
Zhang Hongxin, deputy general manager 18.00
Wu Jianbo, director, chief financial officer and Secretary of the board of directors 18.00
Total 54.00
(2) Circumstances and reasons for the company’s controlling shareholders, actual controllers and persons acting in concert to buy and sell the company’s shares: the company’s controlling shareholder Wolong Holding Group Co., Ltd. (hereinafter referred to as “Wolong holding” or “controlling shareholder”) issued non-public exchangeable corporate bonds (hereinafter referred to as “20 Wolong EB”) to qualified institutional investors on May 7, 2020, The underlying stock is A-share of the company, with an issuance scale of RMB 1.2 billion and an issuance period of 3 years.
As of November 10, 2021, the 20 Wolong EB share exchange has been completed, and the total shareholding ratio of Wolong holdings and its persons acting in concert has passively decreased to 38.71% of the total issued share capital.
Please refer to Wolong Electric Group Co.Ltd(600580) announcement on the completion of share exchange of non-public Development Bank exchangeable corporate bonds of the controlling shareholder disclosed by the company on November 10, 2021 (Announcement No.: pro 2021-086).
5、 Statement of changes in shares
After the share repurchase, the changes of the company’s shares are as follows:
Nature of shares before and after repurchase
Number of shares (shares) proportion (%)
Shares with limited sales conditions 1323000 0.10 9912000 0.75
Shares without sale conditions 1307595586 99.90 1305350586 99.25
Total 1308918586 100.00 1315262586 100.00
Note: during the repurchase period, the total share capital of the company increased by 6344000 shares due to the exercise of the third phase of the first grant of stock options and the second phase of reserved grant and the repurchase and cancellation of restricted shares in 2018.
6、 Disposal arrangement of repurchased shares
The total number of shares repurchased by the company this time is 16300500. All the shares repurchased this time are used in the equity incentive plan according to the share repurchase plan. The company will transfer its shares in accordance with relevant laws and regulations. Among them, 9912000 shares have been transferred to the restricted stock incentive object account for the first time granted under the stock option and restricted stock incentive plan in 2021. For details, please refer to the announcement on the results of the first grant of restricted stock under the Wolong Electric Group Co.Ltd(600580) 2021 stock option and restricted stock incentive plan disclosed by Shanghai Stock Exchange (Announcement No.: 2021-092). If the company fails to transfer the shares within 36 months after the completion of share repurchase, all the repurchased shares will be cancelled.
The shares repurchased this time are temporarily deposited in the company’s special securities account for repurchasing. The shares repurchased this time will lose their rights from the date of transfer to the special account for repurchasing of listed companies. Before the transfer of repurchased shares, the repurchased shares do not enjoy the rights of voting rights at the general meeting of shareholders, profit distribution, conversion of surplus funds into share capital, subscription of new shares and convertible corporate bonds, and shall not be pledged or lent.
Subsequently, the company will use the shares that have been repurchased but not cancelled according to the purpose of disclosure, and perform the decision-making procedures and information disclosure obligations as required.
It is hereby announced.
Wolong Electric Group Co.Ltd(600580) board of directors
February 24, 2022
