Securities code: Petpal Pet Nutrition Technology Co.Ltd(300673) securities abbreviation: Petpal Pet Nutrition Technology Co.Ltd(300673) Announcement No.: 2022015 bond Code: 123133 bond abbreviation: Patty convertible bond
Petpal Pet Nutrition Technology Co.Ltd(300673)
Announcement on share repurchase plan of the company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
After deliberation and approval by the board of directors, Petpal Pet Nutrition Technology Co.Ltd(300673) (hereinafter referred to as the company) plans to use its own funds to repurchase part of the company’s A-shares in the form of centralized bidding transaction, which will be used in the future for employee stock ownership plan or equity incentive plan and for converting the company’s convertible corporate bonds issued by the company. The main contents of the repurchase plan are as follows: 1 Total repurchase funds: no less than RMB 70 million and no more than RMB 100 million.
2. Repurchase price: no more than RMB 26.00/share.
3. Repurchase quantity: Based on the upper limit of repurchase price of RMB 26.00/share and the lower limit of total repurchase amount of RMB 70 million, the expected repurchase quantity is 2.6923 million shares (excluding the part less than one repurchase, the same below), accounting for 1.0624% of the current total share capital of the company; Based on the maximum repurchase amount of RMB 100 million, the number of repurchases is expected to be 3.8461 million shares, accounting for 1.5177% of the current total share capital of the company. The specific number of repurchases shall be subject to the actual number of shares repurchased at the end of the repurchase.
4. Repurchase period: no more than 6 months from the date when the board of directors deliberates and approves the repurchase plan.
5. Purpose of repurchased shares: the total number of shares to be repurchased this time is 3.7 million shares to be used in the employee stock ownership plan or equity incentive plan, and the other part is used to convert the corporate bonds issued by the company that can be converted into shares (if any, the same below). If the company fails to use up the repurchased shares within 36 months after the completion date of the repurchase, the unused repurchased shares will be cancelled. If the CSRC or Shenzhen stock exchange makes adjustments to relevant policies, the repurchase plan shall be implemented according to the adjusted policies.
6. Explanation on whether there is a reduction plan for relevant shareholders
As of the date of this announcement, the company’s directors, supervisors, senior managers, controlling shareholders and their persons acting in concert, and shareholders holding more than 5% of the company’s shares have no clear reduction plan during the repurchase period and in the next six months. If there is a plan to implement the share reduction plan in the next six months, the company will Perform the obligation of information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
7. Risk tips
(1) The share repurchase plan has the uncertainty risk that the stock price continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the inability to implement or only partial implementation of the repurchase plan.
(2) There are risks that the share repurchase plan cannot be implemented due to major events that have a significant impact on the trading price of the company’s shares, the decision of the board of directors to terminate the repurchase plan, the company’s failure to meet the conditions for share repurchase stipulated by laws and regulations, etc.
(3) The share repurchase plan may have the risk of changing or terminating the repurchase plan according to the rules due to major changes in the company’s operation, financial status and external objective conditions.
(4) The share repurchase plan may have the risk that the repurchased shares cannot be fully granted and cancelled due to the failure of the employee stock ownership plan or equity incentive plan to be deliberated and approved by the board of directors and the general meeting of shareholders, and the abandonment of subscription by the objects of the employee stock ownership plan or equity incentive plan.
(5) The share repurchase plan may be used to convert part of the company’s bonds that can be converted into shares issued by the company, which may not be fully converted into company shares.
During the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions, and will timely perform the obligation of information disclosure according to the progress. Please pay attention to the investment risks.
On March 7, 2022, the company held the ninth meeting of the third board of directors, deliberated and adopted the proposal on share repurchase scheme of the company, In accordance with the company law, the securities law, the share repurchase rules of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other relevant provisions, the specific contents of this repurchase plan are hereby announced as follows:
1、 Share repurchase scheme
(I) purpose and purpose of share repurchase
Based on the confidence in the company’s future development prospects and the high recognition of the company’s value, in order to enhance the confidence of investors, safeguard the interests of investors, further establish and improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of managers and core backbone personnel, and promote the healthy, stable and long-term development of the company, according to the actual situation of the company’s share price, Taking full account of the company’s current financial situation, operation and development strategy, the company plans to repurchase some shares for the implementation of employee stock ownership plan or equity incentive plan and the conversion of corporate bonds convertible into shares issued by the company in the future.
(II) the company’s share repurchase meets the relevant conditions
The shares repurchased by the company this time comply with the relevant conditions specified in the rules for share repurchases of listed companies and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchases:
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.
(III) repurchase method
The company plans to buy back shares through centralized bidding.
(IV) repurchase price
The repurchase price does not exceed 26.00 yuan / share, and the upper limit of the repurchase price does not exceed 150% of the average trading price of the company’s shares 30 trading days before the resolution of the board of directors (i.e. 26.47 yuan / share).
From the date of approval of the board meeting to the completion of the repurchase, if the company implements dividend distribution, share distribution, conversion of capital reserve to share capital, stock subdivision, stock reduction, share allotment and other ex right and ex interest matters, the company has the right to adjust the upper limit of the repurchase price accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange from the date of ex right and ex interest of the share price.
(V) types of repurchased shares
The shares repurchased by the company this time are issued RMB ordinary shares (A shares).
(VI) purpose of share repurchase
The total number of shares to be repurchased this time is 3.7 million shares to be used in the employee stock ownership plan or equity incentive plan, and the other part is used to convert the corporate bonds issued by the company that can be converted into shares.
If the company fails to use up the repurchased shares within 36 months after the completion date of the repurchase, the unused repurchased shares will be cancelled. If the CSRC or Shenzhen stock exchange makes adjustments to relevant policies, the repurchase plan shall be implemented according to the adjusted policies.
(VII) the number of shares repurchased, the proportion in the total share capital of the company and the total amount of funds to be used for repurchases
The total amount of funds to be used by the company for this share repurchase shall not be less than 70 million yuan and not more than 100 million yuan.
Based on the upper limit of repurchase price of RMB 26.00/share and the lower limit of total repurchase amount of RMB 70 million, the number of repurchases is expected to be 2.6923 million shares, accounting for 1.0624% of the current total share capital of the company; Based on the maximum repurchase amount of RMB 100 million, the number of repurchases is expected to be 3.8461 million shares, accounting for 1.5177% of the current total share capital of the company. The specific number of repurchases shall be subject to the actual number of shares repurchased at the end of the repurchase.
(VIII) source of funds for share repurchase
The capital source of the company’s share repurchase this time is its own capital.
(IX) implementation period of share repurchase
1. The implementation period of the company’s repurchase is no more than 6 months from the date when the board of directors deliberates and approves the repurchase plan. If the following conditions are met, the repurchase period will expire ahead of schedule and the implementation of the repurchase plan will be completed:
(1) During the repurchase period, if the total amount of repurchase funds reaches the maximum executable limit (the difference funds are not enough to repurchase one share), the implementation of the repurchase plan is completed, that is, the repurchase period expires in advance from that date;
(2) If the board of directors of the company decides to terminate the repurchase plan, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
(3) 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 Shenzhen Stock Exchange. 2. The company shall not repurchase its shares during the following 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) Ten trading days before the announcement of the company’s quarterly report, performance forecast or 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.
3. The company shall not entrust to buy back shares at the following trading hours:
(1) Opening call auction;
(2) Within half an hour before the closing;
(3) There is no limit on the rise and fall of stock prices.
4. During the implementation of the repurchase, the repurchase price shall not be the price limited by the trading increase of the company’s shares on the same day.
(x) changes in the company’s equity structure after the repurchase is expected to be completed
1. If the repurchase plan is fully implemented, based on the upper limit of repurchase price of RMB 26.00/share and the lower limit of total repurchase amount of RMB 70 million, the number of repurchases is expected to be 2.6923 million shares, accounting for 1.0624% of the current total share capital of the company. Assuming that all the repurchased shares are subject to the employee stock ownership plan or equity incentive plan and are locked up, and there is no part for converting the corporate bonds issued by the company that can be converted into shares, the changes in the company’s equity structure are expected to be as follows:
Before repurchase (as of the disclosure date of this announcement) after repurchase
Nature of shares proportion of shares proportion of shares
1、 Limited sales conditions 90045000355332% 92737 Beijing Forever Technology Co.Ltd(300365) 956% shares
2、 No sale conditions 163366200644668% 160673900634044% shares
Total share capital 2534112001000000%
2. If the repurchase plan is fully implemented, based on the upper limit of repurchase price of RMB 26.00/share and the upper limit of repurchase amount of RMB 100 million, the number of repurchases is expected to be 3.8461 million shares, accounting for 1.5177% of the current total share capital of the company. Assuming that part of the repurchased shares used to implement the employee stock ownership plan or equity incentive plan are granted and locked, and part of the corporate bonds used to convert the company’s issued convertible shares are all tradable shares with unlimited sales conditions, the changes in the company’s equity structure are expected to be as follows:
Before repurchase (as of the disclosure date of this announcement) after repurchase
Nature of shares
Proportion of shares (shares) proportion of shares (shares)
1、 Limited sales conditions 90045000355332% 93745000369932% shares
2、 No sale conditions 1633666200644668% 159666200630068% shares
Total share capital 2534112001000000%
Note: the specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period, and the proportion of corresponding shares will also change.
（11） 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 its listing status
As of September 30, 2021 (Unaudited), the total assets of the company were 21640679 million yuan (consolidation criteria, the same below), the net assets attributable to the shareholders of the listed company were 16650741 million yuan, the current assets were 11237093 million yuan, and the asset liability ratio was 22.37%. The share repurchase funds came from the company’s own funds, which was calculated according to the upper limit of the repurchase amount of 100 million yuan, The total repurchase funds account for about 4.62% of the total assets of the company, about 6.01% of the net assets attributable to the shareholders of the listed company and about 8.90% of the current assets, which are small and will not have a significant impact on the asset liability structure of the company.
Based on the upper limit of the repurchase amount of no more than RMB 100 million, it is expected that the maximum number of repurchases will not exceed 3.8461 million shares, accounting for 1.5177% of the current total share capital of the company. After the completion of the repurchase, the company’s equity structure will not change significantly, the equity distribution will still meet the company’s listing conditions, will not change the company’s listing status, and will not lead to changes in the company’s control.
In conclusion, the management of the company believes that the share repurchase is feasible and will not have a significant adverse impact on the company’s business activities, financial status, R & D investment, debt performance ability and future development.
This share repurchase reflects the firm confidence of the management in the company’s internal value and future development plan, which is conducive to improving the company’s capital market
