Securities code: 600487 stock abbreviation: Hengtong Optic-Electric Co.Ltd(600487) Announcement No.: 2022-007 convertible bond Code: 110056 convertible bond abbreviation: Hengtong convertible bond
Jiangsu Hengtong North Electro-Optic Co.Ltd(600184) Co., Ltd
Announcement on the implementation results of share repurchase and share change
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.
1、 Review and approval of repurchase and contents of repurchase plan
Jiangsu Hengtong North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as "the company") held the 30th meeting of the 7th board of directors and the 23rd Meeting of the 7th board of supervisors by means of communication voting on February 4, 2021, deliberated and adopted the proposal on share repurchase scheme by centralized bidding transaction (announcement No.: 2021-008). On February 24, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on share repurchase scheme by centralized bidding transaction by means of special resolution ( Hengtong Optic-Electric Co.Ltd(600487) : No. 2021-012). On February 27, 2021, the company disclosed the report on repurchase of shares through centralized bidding Trading ( Hengtong Optic-Electric Co.Ltd(600487) : No. 2021-013) on the website of Shanghai Stock Exchange. The main contents of this share repurchase plan are as follows:
In order to fully mobilize the enthusiasm of the company's staff and cadres, enhance the sense of responsibility and mission, improve the company's long-term incentive mechanism and benefit sharing mechanism, and promote the healthy and sustainable development of the company. At the same time, in order to protect the legitimate rights and interests of investors and improve the investment confidence of public investors in the company. The company uses its own funds and self raised funds with a total amount of no less than 300 million yuan and no more than 600 million yuan to repurchase the company's shares for equity incentive plan, and the price of repurchased shares shall not exceed 18 yuan / share. The repurchase period shall not exceed 12 months (from February 24, 2021 to February 23, 2022) from the date when the shareholders' meeting deliberates and approves the share repurchase plan.
2、 Implementation of repurchase
(I) on March 12, 2021, the company implemented the first share repurchase and disclosed the situation of the first share repurchase on March 13, 2021. For details, see the announcement on the website of Shanghai Stock Exchange, Hengtong Optic-Electric Co.Ltd(600487) : No. 2021-017.
(II) on February 23, 2022, the company completed the repurchase and actually repurchased 215532 shares of the company
Shares, accounting for 0.91% of the total share capital of the company. The maximum repurchase price is 16.51 yuan / share, the minimum repurchase price is 12.06 yuan / share, the average repurchase price is 14.44 yuan / share, and the total amount of funds used is 311.2423 million yuan (excluding transaction costs). (III) 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.
(IV) impact of the implementation of the share repurchase plan on the company
This share repurchase will not have a significant impact on the company's continuous operation and future development, nor will it have an adverse impact on the company's profitability and debt performance.
3、 Shares bought and sold by relevant entities during the repurchase period
On February 5, 2021, the company disclosed the repurchase of shares for the first time. See Hengtong Optic-Electric Co.Ltd(600487) : No. 2021-008 for details. As of the disclosure of this announcement, the conditions and reasons for the trading of the company's shares by the controlling shareholders, actual controllers and persons acting in concert of the company are as follows:
On December 1, 2021, after negotiation between both parties, Mr. Cui Genliang, the actual controller of the company, agreed to transfer 118.1 million non tradable shares of the company held by him to Hengtong Group Co., Ltd. (hereinafter referred to as "Hengtong group"), accounting for 5% of the total share capital of the company. Mr. Cui Genliang and Hengtong group are persons acting in concert. This transfer is an internal agreement transfer of persons acting in concert. The total number and proportion of shares held by Mr. Cui Genliang and Hengtong group have not changed (Announcement No.: 2021-110). Mr. Cui Genliang's transfer of this part of equity is a change in the form of actual control over the company. Hengtong group's transfer of this part of equity is a measure to strengthen the actual control of the company and improve the quality of core assets.
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 during the period from the date when the company first disclosed the repurchase plan to the day before the announcement of the repurchase implementation results.
4、 Statement of changes in shares
Before and after the share repurchase, the changes of the company's shares are as follows:
Before and after this repurchase
Class of shares
Proportion of shares (%) proportion of shares (%)
Limited shares 457064521 19.35 80706753 3.42
Unlimited shares 1905123864 80.65 2281502732 96.58
Including: special securities account for repurchase 18883612 0.80 18883612 0.80
Household 1
Special securities account for repurchase 2 0 0 21553532 0.91
Total shares 2362188385 100 2362209485 100
Note: 18883612 shares that have been repurchased but not cancelled in 2019 have not been disposed of yet and are deposited in the special securities account 1 for repurchase (Securities Account No.: b882731020) ( Hengtong Optic-Electric Co.Ltd(600487) : 2019-130). 21553532 shares of this repurchase are deposited in the special securities account 2 for repurchase (Securities Account No.: b883864698).
The reduction of the company's limited sale shares to 80706753 shares is due to the 47641288 restricted sale shares formed by the company's issuance of shares and payment of cash to purchase assets, which were listed and circulated on March 12, 2021; 328716480 restricted shares formed by the company's non-public offering were listed and circulated on June 16, 2021.
The total number of shares of the company increased to 2362209485 shares due to the conversion of some convertible bonds into shares.
5、 Disposal arrangement of repurchased shares
The total number of shares repurchased by the company this time is 21553532, which is proposed to be used in the equity incentive plan according to the share repurchase plan. If the company fails to use up the repurchased shares within 3 years after the implementation of share repurchase, the unused repurchased shares will be cancelled. The shares repurchased this time are temporarily deposited in the company's special securities account for repurchasing. Before the transfer of repurchased shares, the repurchased shares do 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 rights.
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.
Board of directors of Jiangsu Hengtong North Electro-Optic Co.Ltd(600184) Co., Ltd
February 25, 2002
