J.S.Corrugating Machinery Co.Ltd(000821)
J.S. Corrugating Machinery Co., Ltd. Stock Code : J.S.Corrugating Machinery Co.Ltd(000821)
Securities code: J.S.Corrugating Machinery Co.Ltd(000821) securities abbreviation: J.S.Corrugating Machinery Co.Ltd(000821) Announcement No.: 202211
J.S.Corrugating Machinery Co.Ltd(000821)
Announcement on changing the purpose of share repurchase
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.
J.S.Corrugating Machinery Co.Ltd(000821) (hereinafter referred to as “the company” or ” J.S.Corrugating Machinery Co.Ltd(000821) ). The 13th meeting of the 10th board of directors and the 13th meeting of the 10th board of supervisors held on March 3, 2022 considered and approved the proposal on changing the purpose of share repurchase, and the company changed the purpose of share repurchase, Change the purpose of the repurchased shares to “all the repurchased shares will be used for the company’s Employee Stock Ownership Plan”. The relevant matters are hereby announced as follows:
1、 Overview of the company’s repurchase plan before change
The 16th meeting of the ninth board of directors and the first extraordinary general meeting of shareholders in 2018 deliberated and approved the plan on repurchasing the company’s shares by means of centralized bidding transaction. The company decided to repurchase the company’s shares with its own funds and self raised funds of no less than 30 million yuan (including 30 million yuan) and no more than 150 million yuan (including 150 million yuan), For the implementation of employee stock ownership plan, equity incentive plan or cancellation to reduce the registered capital of the company, the price of share repurchase shall not exceed 14 yuan / share (including 14 yuan / share). After that, the above plan was adjusted after being deliberated and approved by the 20th meeting of the ninth board of directors held on January 3, 2019 and the first extraordinary general meeting of shareholders held on January 21, 2019, The company plans to buy back the company’s shares with its own funds and other legal funds of no less than RMB 150 million (including RMB 150 million) and no more than RMB 300 million (including RMB 300 million) for: (1) use the shares for employee stock ownership plan or equity incentive; (2) Shares are used to convert corporate bonds issued by listed companies that can be converted into shares. The amount of shares repurchased by the company for employee stock ownership plan or equity incentive is 60-120 million yuan, and the amount of shares used to convert convertible corporate bonds issued by listed companies is 90-180 million yuan. The amount used for the above two purposes will help China Zhizao become a world brand
J.S.Corrugating Machinery Co.Ltd(000821)
J.S. Corrugating Machinery Co., Ltd. Stock Code : J.S.Corrugating Machinery Co.Ltd(000821)
Calculated as RMB 150 million to RMB 300 million.
2、 Implementation of repurchase plan
1. On September 10, 2018, the company implemented share repurchase for the first time. As of May 21, 2019, the company has used RMB 15001677740 to repurchase 18098324 shares in total. The funds used are within the fund range approved by the board of directors and the general meeting of shareholders, and the implementation of this share repurchase has been completed.
2. The company held the 22nd Meeting of the 9th board of directors on April 25, 2019 and the 2018 annual general meeting of shareholders on May 17, 2019, which deliberated and approved J.S.Corrugating Machinery Co.Ltd(000821) phase II ESOP (Draft) and summary and other relevant proposals. The stock source of the company’s phase II ESOP is the shares repurchased by the company’s special account, The second phase of the employee stock ownership plan transfers the shares repurchased by the company through non transaction transfer according to the 60% discount of the average share repurchase price of 8.289 yuan / share. On July 23, 2019, the company received the confirmation of securities transfer registration issued by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. 9259557 shares of the company’s shares held by the company’s ” J.S.Corrugating Machinery Co.Ltd(000821) special securities repurchase account” were transferred to ” J.S.Corrugating Machinery Co.Ltd(000821) – phase II employee stock ownership plan” on July 23, 2019.
3. There is no difference between the actual implementation of the company’s repurchase plan and the originally disclosed repurchase plan. The company has completed the repurchase and used it according to the disclosed plan. Up to now, after the Company repurchased shares for the employee stock ownership plan, the remaining shares are 8838767.
3、 Main contents and reasons of this change
The company plans to change the purpose of the repurchased shares, (1) use the shares for employee stock ownership plan or equity incentive; (2) Shares are used to convert corporate bonds issued by listed companies that can be converted into shares. The amount of shares repurchased by the company for employee stock ownership plan or equity incentive is RMB 60-120 million, and the amount of shares used to convert convertible corporate bonds issued by listed companies is RMB 90-180 million “is changed to” all shares repurchased this time will be used for the company’s Employee Stock Ownership Plan “.
Except for the modification of this item, other contents in the repurchase plan will not be changed. This change in the purpose of share repurchase is made in accordance with relevant laws and regulations, combined with the actual situation and development strategy of the company, in order to further help China Zhizao achieve a world brand
J.S.Corrugating Machinery Co.Ltd(000821)
J.S. Corrugating Machinery Co., Ltd. Stock Code : J.S.Corrugating Machinery Co.Ltd(000821)
Establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, improve the enthusiasm and creativity of managers and core backbone personnel, form a community of interests among managers, core backbone personnel and shareholders, and improve the company’s core competitiveness.
4、 Description of the impact of the change on the company’s debt performance ability, sustainable operation ability and shareholders’ equity
After the change of the purpose of the repurchased shares, according to the company’s operation, financial status and future development plan, the company believes that the change of the purpose of the repurchased shares will not have a significant impact on the company’s debt performance ability, sustainable operation ability and shareholders’ equity, and the implementation of the change of the repurchased shares scheme will not lead to the company’s equity distribution not meeting the listing conditions, Nor will it affect the listing status of the company, and there is no situation that damages the interests of the company and all shareholders.
5、 Decision making procedure for this change
According to the authorization of the company’s first extraordinary general meeting in 2019, this change in the purpose of share repurchase is within the authority of the board of directors and has been deliberated and approved at the 13th meeting of the 10th board of directors of the company, so it is not necessary to submit it to the general meeting of shareholders for deliberation and approval.
6、 Documents for future reference
1. Resolutions of the 13th meeting of the 10th board of directors of the company;
2. Resolution of the 13th meeting of the 10th board of supervisors of the company.
It is hereby announced
J.S.Corrugating Machinery Co.Ltd(000821) board of directors
March 4, 2002
Help China’s intelligent manufacturing to become a world brand
