Securities code: 601231 securities abbreviation: Universal Scientific Industrial(Shanghai)Co.Ltd(601231) Announcement No.: lin2022-012 convertible bond Code: 113045 convertible bond abbreviation: huanxu convertible bond
Universal Scientific Industrial(Shanghai)Co.Ltd(601231)
With regard to the announcement on the implementation results and changes of shares repurchased by centralized bidding transaction, 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 integrity of its contents.
Important content tips:
The total number of shares repurchased this time: 17223278 shares, accounting for about 0.78% of the current total share capital of the company. Among them, the Company repurchased 1181000 shares by means of centralized bidding transaction in February 2022. Total amount of shares repurchased this time: 247714363.06 yuan (excluding transaction costs)
The repurchase price range: 13.86 yuan / share – 14.95 yuan / share
1、 Review and approval of repurchase and contents of repurchase plan
Universal Scientific Industrial(Shanghai)Co.Ltd(601231) (hereinafter referred to as “the company”) held the 12th meeting of the 5th board of directors and the 11th meeting of the 5th board of supervisors on August 24, 2021, deliberated and adopted the proposal on share repurchase scheme by centralized bidding transaction. On September 1, 2021, the company disclosed the report of Universal Scientific Industrial(Shanghai)Co.Ltd(601231) on share repurchase through centralized bidding transaction (Announcement No.: pro 2021-070).
The main contents of the share repurchase plan are as follows: the company plans to repurchase the company’s shares with its own funds of no less than RMB 200 million (including the number) and no more than RMB 400 million (including the number) for employee stock ownership plan or equity incentive plan and conversion of convertible corporate bonds issued by listed companies, and the repurchase price shall not exceed RMB 18 / share, The repurchase period shall not exceed 6 months from the date when the company’s board of directors deliberates and approves the share repurchase plan (from August 24, 2021 to February 23, 2022).
2、 Implementation of repurchase
(I) on September 1, 2021, the company implemented share repurchase for the first time. On September 2, 2021, the company disclosed the announcement of Universal Scientific Industrial(Shanghai)Co.Ltd(601231) on the first share repurchase by means of centralized bidding transaction and the progress of share repurchase in August 2021 (Announcement No.: pro 2021-071).
(II) implementation progress of Repurchase: the company announces the repurchase progress as of the end of last month within the first three trading days of each month during the repurchase period. For the repurchase progress from August 2021 to January 2022, see the company’s
Announcement on repurchase progress published on the website of Shanghai Stock Exchange (Announcement No.: pro 2021-071, pro 2021-079
Pro 2021-090, pro 2021-096, pro 2022-002, pro 2022-008).
In February 2022, the company accumulatively returned the shares through the special securities account for stock repurchase in the form of centralized bidding transaction
Purchase 1181000 shares of the company, accounting for about 0.05% of the current total share capital of the company, and the highest transaction price is 14.38
Yuan / share, the lowest price is 13.96 yuan / share, and the total transaction amount is 16733748.00 yuan (excluding transaction costs).
(III) on February 23, 2022, the company completed the repurchase and has actually repurchased 17223278 shares of the company
Shares, accounting for 0.78% of the total share capital of the company. The maximum repurchase price is 14.95 yuan / share and the minimum repurchase price is 13.86 yuan
/Shares, the average repurchase price is 14.38 yuan / share, and the total amount of funds used is 247714363.06 yuan (excluding transaction costs).
(IV) there is no difference between the actual implementation of this repurchase plan and the original disclosed repurchase plan, and the company has
Complete the repurchase according to the disclosed plan.
(V) this share repurchase will not have a significant impact on the company’s normal business activities and financial status,
It will not lead to the situation that the equity distribution of the company does not meet the listing conditions, and will not lead to the change of the company’s control.
3、 Shares bought and sold by relevant entities during the repurchase period
On August 26, 2021, the company disclosed the repurchase of shares for the first time. See Universal Scientific Industrial(Shanghai)Co.Ltd(601231) shares for details
Announcement of Co., Ltd. on share repurchase scheme by means of centralized bidding transaction (Announcement No.: p.2021)-
065）。 As of the disclosure of this announcement, the company’s directors, supervisors, senior managers, controlling shareholders and actual shareholders
The circumstances and reasons for the controller’s trading of the company’s shares during this period are as follows:
Relationship between shareholder name and listed company date of change of shares number of shares changed shares proportion of total share capital of reasons for change
Shi Jinpeng, senior deputy general manager and Secretary of the board of directors, 10000 0.0005% equity incentive exercise on December 9, 2021
Shi Jinpeng, senior deputy general manager and Secretary of the board of directors, 10000 0.0005% equity incentive exercise on December 14, 2021
Liu Danyang, deputy general manager and chief financial officer, 10000 0.0005% equity incentive exercise on December 21, 2021
Liu Danyang, deputy general manager and chief financial officer, 10000 0.0005% equity incentive exercise on December 28, 2021
Shi Jinpeng, senior deputy general manager and Secretary of the board of directors, 32000 0.0014% equity incentive exercise on December 30, 2021
Liu Hongqi, senior deputy general manager, 56000 0.0025% equity incentive exercise on December 31, 2021
Lin Yueming, deputy general manager, exercise of 8000 0.0004% equity incentive on January 4, 2022
Lin Yueming, deputy general manager, exercise of 4000 0.0002% equity incentive on January 6, 2022
Lin Yueming, deputy general manager, exercise of 5000 0.0002% equity incentive on January 10, 2022
Lin Yueming, deputy general manager, exercise of 5000 0.0002% equity incentive on January 14, 2022
Lin Dayi, senior deputy general manager, 300000 0.0014% equity incentive exercise on January 25, 2022
Note 1: the date of share change is the date of share transfer; The above-mentioned share change companies have timely reported to the Shanghai stock exchange for filing.
Note 2: the total share capital is calculated based on the total share capital of the company on February 23, 2022.
Note 3: Mr. Liu Hongqi retired on December 24, 2021 and no longer held the senior management position of the company.
In addition to the above circumstances, the directors, supervisors, senior managers, controlling shareholders and actual controllers of the company are
During the period when the company repurchases shares, there is no trading of the company’s shares.
4、 Statement of changes in shares
Before and after the share repurchase, the changes of the company’s shares are as follows:
Class of shares before and after this repurchase
Number of shares (shares) proportion (%)
Shares with limited sales conditions 25939972 1.17 25939972 1.17
Shares with unlimited sales conditions 2183698800 98.83 218448511 98.83
Including: special securities account for repurchase 11332177 0.51 26494205 1.20
Total share capital 2209638772 100 2210388483 100
Note 1: the number of shares in the special securities account repurchased before this repurchase is 11332177, which is the unused part of the shares repurchased by the company in 2019; On September 22, 2021, 281200 shares were transferred to the 2021 ESOP account, and on December 21, 2021, 1780050 shares were transferred to the phase II core ESOP account.
Note 2: during the repurchase period, the total share capital of the company increased by 749711 shares due to equity incentive exercise and convertible bond conversion. 5、 Disposal arrangement of repurchased shares
The company completed the share repurchase on August 13, 2019 (see Universal Scientific Industrial(Shanghai)Co.Ltd(601231) announcement on the implementation results of share repurchase and share changes (Announcement No.: pro 2019-061)) and the number of unused shares is 9270927. According to the disclosed purpose, 5270927 shares will be used for the employee holding plan and 4000000 shares will be used for the equity incentive plan. If the company fails to use the repurchased shares within 3 years after the completion of such share repurchase, the unused repurchased shares will be cancelled in accordance with relevant laws, regulations and policies.
The total number of shares repurchased by the company this time is 17223278. According to the purposes disclosed in the share repurchase plan, 20% will be used for the employee stock ownership plan, 10% for the equity incentive plan and 70% for the conversion of convertible corporate bonds issued by listed companies. At present, it has not been used. If the company fails to use up the repurchased shares within 3 years after the disclosure of the results of the repurchased shares and the announcement of share changes, the unused repurchased shares will be cancelled in accordance with relevant laws, regulations and policies. Subsequently, the company will use the repurchased shares according to the purpose of disclosure, and perform the decision-making procedures and information disclosure obligations as required.
It is hereby announced.
Universal Scientific Industrial(Shanghai)Co.Ltd(601231) board of directors February 25, 2022
