Securities code: S.F.Holding Co.Ltd(002352) securities abbreviation: S.F.Holding Co.Ltd(002352) Announcement No.: 2022019 S.F.Holding Co.Ltd(002352)
Announcement on the implementation of employee incentive scheme by repurchase of shares through centralized bidding
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.
Important content tips:
1. S.F.Holding Co.Ltd(002352) (hereinafter referred to as “the company”) based on the confidence in the future development prospect and high recognition of the company’s value, in order to further improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s core backbone and excellent employees, and jointly promote the long-term development of the company, comprehensively consider the business development prospect, operation, financial status Based on the future profitability and the recent performance of the company’s shares in the secondary market, it is planned to repurchase some public shares through centralized bidding with its own funds through the secondary market. The total capital of this repurchase shall not be less than RMB 1 billion and not more than RMB 2 billion, and the repurchase price shall not exceed RMB 70 / share. According to the calculation of the upper limit of repurchase amount of RMB 2 billion and the upper limit of repurchase price of RMB 70 / share, the number of shares that can be repurchased is expected to be no less than 285714 million shares, accounting for about 0.58% of the current total share capital of the company; According to the calculation of the lower limit of repurchase amount of RMB 1 billion and the upper limit of repurchase price of RMB 70 / share, the number of shares that can be repurchased is expected to be no less than 14285700 shares, accounting for about 0.29% of the current total share capital of the company. The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the expiration of the repurchase period.
2. The shares repurchased this time will be used for employee stock ownership plan or equity incentive. The remuneration and assessment committee of the board of directors will draft the employee stock ownership plan or equity incentive plan as soon as possible and submit it to the board of directors and the general meeting of shareholders for deliberation. The company will disclose it in time and perform the corresponding deliberation procedures.
3. The repurchase period is within 6 months from the date when the repurchase plan is considered and approved by the board of directors of the company.
4. There is uncertainty risk that the stock price continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the failure to implement the repurchase plan smoothly or only partially. There is a risk that the repurchased shares cannot be fully granted due to the failure of the employee stock ownership plan or equity incentive plan to be deliberated and approved by the decision-making bodies such as the board of directors and the general meeting of shareholders, the abandonment of subscription by the employee stock ownership plan or equity incentive objects or other reasons. The company will fulfill the obligation of information disclosure in time according to the progress of the repurchase. Please pay attention to the investment risk.
In accordance with the company law, the securities law, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other laws, regulations and normative documents
According to the relevant provisions of the articles of association, the 22nd Meeting of the 5th board of directors held on March 2, 2022 deliberated and adopted the proposal on the company’s share repurchase scheme by means of centralized bidding, as follows:
1、 Main contents of repurchase plan
(I) purpose of share repurchase
Based on the confidence in the company’s future development prospects and high recognition of the company’s value, in order to further improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s core backbone and excellent employees, and jointly promote the long-term development of the company, the company comprehensively considers the business development prospect, operation, financial status Based on the future profitability and the recent performance of the company’s shares in the secondary market, it is planned to repurchase the company’s shares with its own funds through the secondary market for the implementation of the employee stock ownership plan or equity incentive plan.
(II) the repurchased shares meet the relevant conditions
The company’s share repurchase meets the following conditions:
1. The company’s shares have been listed for one year;
2. The company has no major illegal acts in the last year;
3. After repurchasing shares, the company has the ability of debt performance and sustainable operation;
4. After the share repurchase, the equity distribution of the company meets the listing conditions;
5. Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
Therefore, the share repurchase meets the conditions specified in Article 7 of the rules for share repurchase of listed companies and Article 10 of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase.
(III) method and price range of share repurchase
The way of share repurchase this time is to repurchase by centralized bidding.
The repurchase price shall not exceed RMB 70 / share, and the upper limit of the repurchase price shall not be higher than 150% of the average trading price of the company’s shares 30 trading days before the board of directors adopts the repurchase resolution. The actual repurchase price shall be determined by the company’s management during the implementation of the repurchase, in combination with the price of the company’s secondary market shares, the company’s financial status and operating conditions.
If the company has implemented bonus shares, conversion of capital reserve into share capital, cash dividends, allotment of shares and other ex rights and ex interests during the period of share repurchase, the upper limit of share repurchase price shall be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange from the date of ex rights and ex interests of share price.
(IV) the type, purpose, quantity, proportion in the total share capital of the repurchased shares and the capital to be repurchased
The type of shares repurchased this time is A-share social public shares issued by the company. The shares repurchased this time will be used to implement the employee stock ownership plan or equity incentive plan.
According to the calculation of the upper limit of repurchase amount of RMB 2 billion and the upper limit of repurchase price of RMB 70 / share, the number of shares that can be repurchased is expected to be no less than 285714 million shares, accounting for about 0.58% of the current total share capital of the company; According to the calculation of the lower limit of repurchase amount of RMB 1 billion and the upper limit of repurchase price of RMB 70 / share, the number of shares that can be repurchased is expected to be no less than 14285700 shares, accounting for about 0.29% of the current total share capital of the company. The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the expiration of the repurchase period. If the company has implemented ex rights and ex interest matters such as bonus shares, capital reserve conversion to share capital, and share allotment during the share repurchase period, the number of shares repurchased shall be adjusted accordingly from the date of ex rights and ex interest of the share price.
The total amount of this repurchase shall not be less than RMB 1 billion and not more than RMB 2 billion.
(V) source of funds for share repurchase
The capital source of this share repurchase is the company’s own funds.
(VI) implementation period of share repurchase
The implementation period of this share repurchase is within 6 months from the date when the board of directors of the company deliberates and approves the repurchase plan. If the following conditions are met, the repurchase period will expire in advance:
1. If the repurchase amount reaches the maximum limit on the date of implementation of the repurchase plan, it will be used as of the expiration of the repurchase period;
2. If the board of directors of the company decides to terminate the repurchase plan in advance, the repurchase period shall expire in advance from the date of deliberation and approval by the board of directors.
According to the authorization of the board of directors, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions within the repurchase period.
The company shall not repurchase shares during the following window periods:
1. If the announcement date is delayed due to special reasons within 10 trading days before the announcement of the company’s annual report and semi annual report, it shall be calculated from the 10 trading days before the original scheduled announcement date;
2. Within ten trading days before the announcement of the company’s quarterly report, performance forecast and performance express;
3. From the date of occurrence 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;
4. Other circumstances prescribed by the CSRC and Shenzhen Stock Exchange.
(VII) changes in the company’s equity structure after the repurchase is expected to be completed
Based on the calculation of the maximum repurchase amount of RMB 2 billion and the maximum repurchase price of RMB 70 / share, it is expected that it will be used for employee stock ownership plan or equity incentive and locked up. It is expected that the equity situation of the company will change as follows:
Before and after repurchase
Class of shares
Quantity (share) proportion (%); quantity (share) proportion (%)
1、 Restricted tradable shares 3921956437.994207670728.58%
2、 Non tradable shares 451401745992.01448544603091.42%
3、 Total share capital 4906213102100.004906213102100.00
According to the calculation of the lower limit of repurchase amount of RMB 1 billion and the upper limit of repurchase price of RMB 70 / share, the number of shares that can be repurchased is expected to be no less than 14285700 shares, accounting for about 0.29% of the current total share capital of the company. Assuming that the repurchased shares will be used for employee stock ownership plan or equity incentive and locked up, the company’s equity situation is expected to change as follows:
Before and after repurchase
Class of shares
Quantity (share) proportion (%); quantity (share) proportion (%)
1、 Restricted tradable shares 3921956437.994064813578.29%
2、 Non tradable shares 451401745992.01449973174591.71%
3、 Total share capital 4906213102100.004906213102100.00
Note: other factors are not considered in the above changes. The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the expiration of the repurchase period.
(VIII) the management’s analysis on the impact of this share repurchase on the company’s operation, profitability, finance, R & D, debt performance ability, future development and maintaining the listing status, and all directors’ commitment that this share repurchase will not damage the debt performance ability and sustainable operation ability of the listed company
As of September 30, 2021 (Unaudited), the total assets of the company were 190.6 billion yuan, the owner’s equity attributable to the shareholders of the listed company was 57.7 billion yuan, the total liabilities were 121.7 billion yuan, and the monetary capital balance was 18.7 billion yuan. From January to September 2021, the company realized an operating income of 135.9 billion yuan. The maximum repurchase amount is 2 billion yuan, accounting for 1.05% and 3.47% of the total assets of the company and the owner’s equity attributable to the shareholders of the listed company, respectively. The company is in good financial condition, and the company has sufficient self owned funds to pay for the share repurchase. The management of the company believes that this repurchase will not have a significant adverse impact on the company’s operation, profitability, finance, R & D, debt performance and future development. After the implementation of this repurchase, the company’s control will not change, nor will it change the company’s status as a listed company. The equity distribution meets the conditions of a listed company.
All directors promise to be honest, trustworthy, diligent and responsible in this share repurchase, and safeguard the interests of the company and the legitimate rights and interests of shareholders. This repurchase will not damage the debt performance ability and sustainable operation ability of the listed company.
(IX) the situation of the directors, supervisors, senior managers, controlling shareholders and actual controllers of the listed company buying and selling the shares of the company within six months before the board of directors makes the share repurchase resolution, whether there is any explanation of insider trading and market manipulation alone or jointly with others, as well as the plan for increasing or decreasing the shares during the repurchase period
According to the company’s self inspection, from November 1, 2021 to January 14, 2022, Mr. Liu Jilu, the supervisor, reduced 25.16 million shares of the company through block trading and centralized bidding trading, accounting for 0.51% of the total shares of the company. Mr. Liu Jilu’s reduction has complied with relevant laws and regulations, timely fulfilled the obligation of information disclosure, and there was no violation of relevant commitments of shareholders. In addition to the above reduction of shares held by Mr. Liu Jilu, the directors, other supervisors, senior managers and controlling shareholders of the company did not buy or sell the shares of the company within six months before the board of directors made the share repurchase resolution.
All directors, supervisors, senior managers, controlling shareholders and actual controllers of the company do not conduct insider trading and market manipulation alone or jointly with others.
On November 23, 2021, the controlling shareholder of the company, Shenzhen Mingde holding Development Co., Ltd. (hereinafter referred to as “Mingde holding”) completed the issuance of exchangeable corporate bonds (hereinafter referred to as “deliverable bonds”) with part of the company’s shares as the subject matter. On May 24, 2022, the payable bonds will enter the stock exchange period, and the shares held by Mingde holdings may be reduced due to investors’ choice of stock exchange.
As of the disclosure date of this announcement, except that the shares held by the above controlling shareholders may be reduced due to the convertible bonds issued, the directors, supervisors and senior managers of the company have no share increase or decrease plan. If the share increase or decrease plan is to be implemented in the future, the company will timely perform the announcement procedures.
(x) relevant arrangements for cancellation or transfer according to law after share repurchase, as well as relevant arrangements for preventing infringement on the interests of creditors
The shares repurchased this time will be used for employee stock ownership plan or equity incentive. The remuneration and assessment committee of the board of directors will draft the employee stock ownership plan or equity incentive plan as soon as possible and submit it to the board of directors and the general meeting of shareholders for deliberation. The company will disclose it in time and perform the corresponding procedures. If the company fails to transfer all the repurchased shares to employees within 36 months after the completion of share repurchase, the non transferred repurchased shares shall be cancelled. If the company plans to cancel the repurchased shares in the future, the company will strictly implement the relevant decision-making and announcement procedures on capital reduction in the company law of the people’s Republic of China.
（11） Specific authorization for the management to handle the share repurchase
In order to ensure the smooth implementation of this share repurchase, the board of directors authorized the management to handle matters related to the repurchase in the process of this repurchase of the company’s shares, including but not limited to: choosing the opportunity to repurchase within the repurchase period according to the repurchase plan
