Shenzhen Jingquanhua Electronics Co.Ltd(002885)
Announcement on adjusting the company's share repurchase plan
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:
1. The adjustment of the share repurchase plan is to adjust the share repurchase price in the form of centralized bidding transaction from "no more than 18.65 yuan / share" to "no more than 30.35 yuan / share" (no more than 150% of the average trading price of the company's shares in the 30 trading days before the board of directors deliberated and adopted this resolution).
The term of share repurchase is adjusted from "within 12 months from the date when the board of directors (March 8, 2021) deliberates and approves the share repurchase plan" to "extended for 12 months on the basis of the original repurchase expiration date (March 8, 2022) to March 8, 2023".
2. In addition to the above adjustments, other contents of the share repurchase plan remain unchanged.
Shenzhen Jingquanhua Electronics Co.Ltd(002885) (hereinafter referred to as "the company") held the 24th Meeting of the 3rd board of directors and the 21st Meeting of the 3rd board of supervisors on March 7, 2022, deliberated and adopted the proposal on adjusting the company's share repurchase scheme, Agree that the company will adjust the repurchase price in the share repurchase plan from "no more than 18.65 yuan / share" to "no more than 30.35 yuan / share" (no more than 150% of the average trading price of the company's shares in the 30 trading days before the board of directors deliberates and adopts this resolution); The term of share repurchase is adjusted from "within 12 months from the date when the board of directors (March 8, 2021) deliberates and approves the share repurchase plan" to "extended for 12 months on the basis of the original repurchase expiration date (March 8, 2022) to March 8, 2023". According to the articles of association, the above matters are within the approval authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation.
1、 Progress in repurchasing shares of the company
The company held the 17th meeting of the third board of directors and the 14th meeting of the third board of supervisors on March 8, 2021, and deliberated and adopted the proposal on the company's share repurchase plan. The company decided to use its own funds to buy back the company's shares in the form of centralized bidding transaction for the implementation of the equity incentive plan. The type of shares to be repurchased this time is A-share social public shares issued by the company, and the total amount of repurchased funds shall not exceed RMB 40 million (inclusive) and not less than RMB 20 million (inclusive). The price of the repurchased shares shall not exceed RMB 18.65/share. The repurchase period shall be within 12 months from the date when the board of directors deliberates and approves the share repurchase plan. The specific number of shares to be repurchased shall be subject to the actual number of shares repurchased by the company at the expiration of the repurchase period. For details, please refer to securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on March 9, 2021 Relevant announcements.
On March 19, 2021, the Company repurchased shares through centralized bidding through a special securities account for repurchase for the first time. For details, see the company's publication in the securities times, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN) on March 20, 2021 Announcement on the company's initial share repurchase (Announcement No.: 2021014).
As of the date of this announcement, the company has repurchased 146000 shares of the company through centralized bidding through the special securities account for share repurchase, accounting for 0.081% of the current total share capital of the company. The maximum transaction price is 18.53 yuan / share, the minimum transaction price is 11.80 yuan / share, and the total transaction amount is 2006112 yuan (excluding transaction costs). The implementation of the company's share repurchase complies with the requirements of relevant laws and regulations and the established repurchase plan.
2、 Details of the share repurchase plan adjusted this time
In view of the recent changes in the capital market and the company's share price, based on the judgment of the company's value and confidence in future development, and in combination with the incentive needs of the company's employees, in order to ensure the smooth implementation of the company's share repurchase and future related incentives, In accordance with the company law, the rules for share repurchase of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 - share repurchase, the articles of association and other relevant provisions, the company will adjust the share repurchase scheme. The specific circumstances are as follows:
(I) price and pricing principle of repurchased shares
1. Before adjustment
The price of the shares repurchased by the company this time is no more than 18.65 yuan / share, which does not exceed 150% of the average stock trading price in the 30 trading days before the board of directors (March 8, 2021) passed the resolution on share repurchases. The specific repurchase price shall be determined by the management authorized by the board of directors during the implementation of the repurchase, taking into account the stock price of the company's secondary market, the company's financial situation and operating conditions.
2. After adjustment
The repurchase price of the company's shares this time is no more than 30.35 yuan / share, which does not exceed 150% of the average stock trading price in the 30 trading days before the board of directors (March 7, 2022) passed the resolution on adjusting the repurchase plan. The specific repurchase price shall be authorized by the board of directors to integrate the company's secondary market stock price The company's financial and operating conditions are determined.
(II) the number of shares repurchased, the proportion in the total share capital of the company and the total amount of funds used for repurchases
1. Before adjustment
The total capital of this repurchase shall not be less than 20 million yuan (inclusive) and not more than 40 million yuan (inclusive). Under the condition that the price of repurchased shares does not exceed 18.65 yuan / share, if calculated according to the maximum amount of repurchased funds of 40 million yuan and the maximum price of repurchased shares of 18.65 yuan / share, the number of repurchased shares is expected to be about 2.14 million shares, accounting for about 1.19% of the current total share capital of the company; According to the calculation of the lower limit of the repurchase amount of 20 million yuan, the number of shares that can be repurchased is expected to be about 1.07 million, accounting for about 0.59% of the current total share capital of the company. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
2. After adjustment
The total capital of this repurchase shall not be less than 20 million yuan (inclusive) and not more than 40 million yuan (inclusive). Under the condition that the price of repurchased shares does not exceed 30.35 yuan / share, if calculated according to the maximum amount of repurchased funds of 40 million yuan and the maximum price of repurchased shares of 30.35 yuan / share, the number of repurchased shares is expected to be about 1317800 shares, accounting for about 0.73% of the current total share capital of the company; According to the calculation of the lower limit of the repurchase amount of 20 million yuan, the number of shares that can be repurchased is expected to be about 658900 shares, accounting for about 0.36% of the current total share capital of the company. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
(III) term of share repurchase
1. Before adjustment
The term of this share repurchase is 12 months from the date when the board of directors (March 8, 2021) deliberates and approves the share repurchase plan. During the implementation of the repurchase plan, if the trading of the company's shares has been suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period may be postponed, and the postponed period shall not exceed the maximum period specified by the CSRC and the Shenzhen Stock Exchange.
2. After adjustment
The term of this share repurchase shall be extended for 12 months from the expiration date of the original repurchase (March 8, 2022) to March 8, 2023. During the implementation of the repurchase plan, if the trading of the company's shares has been suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period may be postponed, and the postponed period shall not exceed the maximum period specified by the CSRC and the Shenzhen Stock Exchange.
(IV) expected changes in the company's share structure after repurchase
1. Before adjustment
(1) The repurchase plan has been fully implemented. If the repurchase amount does not exceed RMB 40 million and the repurchase price ceiling is 18.65 yuan / share, the number of shares to be repurchased is 2.14 million. According to the calculation of the company's share capital structure as of March 5, 2021, it is assumed that all the shares eventually repurchased by the company are used to implement the equity incentive plan and locked up, The expected changes in the company's share capital structure are as follows:
Before and after share repurchase
Number of shares (share) proportion number of shares (share) proportion
Shares with limited sales conditions 6076686933.76% 6290686934.95%
Shares without sale conditions 11923313166.24% 11709313165.05%
Total number of shares 1800 Ping An Bank Co.Ltd(000001) 00.00% 1800 Ping An Bank Co.Ltd(000001) 00.00%
(2) The repurchase plan has been fully implemented. If the repurchase amount is no less than 20 million yuan and the repurchase price ceiling is 18.65 yuan / share, the number of shares to be repurchased is 1.07 million. According to the capital stock structure of the company as of March 5, 2021, it is assumed that all the shares eventually repurchased by the company are used to implement the equity incentive plan and locked up, The expected changes in the company's share capital structure are as follows:
Before and after share repurchase
Number of shares (share) proportion number of shares (share) proportion
Shares with limited sales conditions 6076686933.76% 6183686934.35%
Shares without sale conditions 11923313166.24% 11816313165.65%
Total number of shares 1800 Ping An Bank Co.Ltd(000001) 00.00% 1800 Ping An Bank Co.Ltd(000001) 00.00%
Other factors have not been taken into account in the above changes. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
2. After adjustment
(1) The repurchase plan has been fully implemented. If the repurchase amount is no more than RMB 40 million and the repurchase price ceiling is 30.35 yuan / share, the number of shares repurchased is 1317800. According to the capital structure of the company as of March 4, 2022, it is assumed that all the shares repurchased by the company will be used to implement the equity incentive plan and locked up, The expected changes in the company's share capital structure are as follows:
Before and after share repurchase
Number of shares (share) proportion number of shares (share) proportion
Shares with limited sales conditions 5918338232.88% Aupu Home Style Corporation Limited(603551) 8233.53%
Shares with unlimited sales conditions 12081661867.12% 11964481866.47%
Total number of shares 1800 Ping An Bank Co.Ltd(000001) 00.00% 1800 Ping An Bank Co.Ltd(000001) 00.00%
Note: the shares with limited sale conditions before repurchase include 146000 shares that have been repurchased.
(2) The repurchase plan has been fully implemented. If the repurchase amount is no less than 20 million yuan and the repurchase price ceiling is 30.35 yuan / share, the number of shares repurchased is 658900 shares. According to the calculation of the company's share capital structure as of March 4, 2022, it is assumed that all the shares repurchased by the company will be used to implement the equity incentive plan and locked up, The expected changes in the company's share capital structure are as follows:
Before and after share repurchase
Number of shares (share) proportion number of shares (share) proportion
Shares with limited sales conditions 5918338232.88% 5969628233.16%
Shares with unlimited sales conditions 12081661867.12% 12030371866.84%
Total number of shares 1800 Ping An Bank Co.Ltd(000001) 00.00% 1800 Ping An Bank Co.Ltd(000001) 00.00%
Note: the shares with limited sale conditions before repurchase include 146000 shares that have been repurchased.
Other factors have not been taken into account in the above changes. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
In addition to the above adjustments, other contents of the share repurchase plan remain unchanged.
3、 The impact of this adjustment on the price ceiling and term of share repurchase
The company's share repurchase plan is adjusted based on its confidence in the company's future business development and market value, and continues to promote the implementation of the company's share repurchase, which will not affect the company's financial statements
