Securities code: Qi An Xin Technology Group Inc(688561) securities abbreviation: Qi An Xin Technology Group Inc(688561) Announcement No.: 2022004 Qi An Xin Technology Group Inc(688561)
Announcement on the plan of repurchasing shares of the company by means of 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Qi An Xin Technology Group Inc(688561) (hereinafter referred to as "the company") repurchases the company's shares by means of centralized bidding transaction. The main contents of the scheme are as follows:
1. Purpose of the shares to be repurchased: all the repurchased shares will be used for employee stock ownership plan or equity incentive at an appropriate time in the future, and will be transferred within three years after the announcement of the implementation results of share repurchase and share change; If the shares repurchased this time cannot be transferred within three years after the implementation result of share repurchase and the announcement date of share change, the company will perform the procedures of reducing the registered capital according to law, and the non transferred shares will be cancelled;
2. Repurchase period: within 6 months from the date when the board of directors of the company deliberates and approves the repurchase plan;
3. Repurchase price: no more than RMB 80 / share (inclusive);
4. Repurchase amount range: the total repurchase funds shall not be less than 150 million yuan (inclusive) and not more than 300 million yuan (inclusive);
5. Source of repurchase funds: the source of funds for this share repurchase is the company's own funds.
Whether there is a reduction plan for relevant shareholders:
The company's directors, supervisors, senior managers, controlling shareholders, actual controllers and shareholders holding more than 5% of the company's shares do not have a plan to reduce the company's shares for the time being. If the stock reduction plan is to be implemented in the future, the company will timely perform the obligation of information disclosure in accordance with relevant regulations.
Relevant risk tips
1. There may be a risk that the company's stock price continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the failure or partial implementation of the repurchase plan;
2. If the company fails to raise the funds required for this share repurchase due to changes in the external environment, temporary business needs and other factors during the implementation of share repurchase, there may be a risk that the repurchase plan cannot be implemented or partially implemented;
3. In case of major changes in the company's production and operation, financial status and external objective conditions, there may be a risk that the repurchase plan cannot be implemented smoothly or the repurchase plan may be changed or terminated according to the rules;
4. The repurchased shares may be subject to the risk that the repurchased shares cannot be fully granted due to the failure of the employee stock ownership plan or equity incentive to be deliberated and approved by the decision-making bodies such as the company's board of directors and the general meeting of shareholders, and the incentive object abandons the subscription. In case of the above failure to grant, there is the risk that the repurchased but not granted shares will be cancelled.
During the repurchase period, the company will choose the opportunity to make the repurchase decision according to the market conditions and implement it, and timely perform the obligation of information disclosure according to the progress of the repurchase of shares. Please pay attention to the investment risks.
1、 Review and implementation procedures of repurchase scheme
(I) on March 8, 2022, the company held the 26th meeting of the first board of directors, deliberated and adopted the proposal on repurchase of shares of the company by centralized bidding transaction. All directors of the company attended the meeting and adopted the proposal with 7 affirmative votes, 0 negative votes and 0 abstention. The independent directors expressed their independent opinions on this matter.
(II) according to the relevant provisions of the Qi An Xin Technology Group Inc(688561) articles of Association (hereinafter referred to as the "articles of association"), the share repurchase plan can be implemented after the resolution of the board meeting attended by more than two-thirds of the directors, and there is no need to submit it to the general meeting of shareholders for deliberation.
The above-mentioned deliberation time and procedures of the board of directors comply with the rules on share repurchase of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 - share repurchase and other relevant provisions.
2、 Main contents of repurchase plan
(I) purpose and purpose of the company's share repurchase
Based on the confidence in the company's future development and recognition of the company's long-term value, in order to improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of the company's employees, improve the cohesion of the company's employees, effectively combine the interests of shareholders, the company and employees' personal interests, and promote the stable, healthy and sustainable development of the company, The company intends to repurchase shares through centralized bidding. The repurchased shares will be fully used for employee stock ownership plan or equity incentive at an appropriate time in the future, and will be transferred within three years after the implementation result of share repurchase and the announcement date of share change; If the shares repurchased this time cannot be transferred within three years after the implementation result of share repurchase and the announcement date of share change, the company will perform the procedures of reducing the registered capital according to law, and the non transferred shares will be cancelled.
(II) method of share repurchase
Centralized bidding transaction method.
(III) repurchase period
Within 6 months from the date when the board of directors deliberates and approves the share repurchase plan. During the implementation of the repurchase, if the trading of the company's shares is suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase plan will be postponed and disclosed in time after the resumption of trading. If the following conditions are met, the repurchase period will expire in advance:
1. If, within the repurchase period, the use amount of repurchase funds reaches the upper limit, the implementation of the repurchase plan is completed, and 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. The company shall not repurchase shares during the following periods:
(1) If the announcement date is delayed due to special reasons within 10 trading days before the company's annual report, semi annual report and quarterly report, it shall be calculated from 10 trading days before the original scheduled announcement date to the day before the announcement;
(2) Within 10 trading days before the announcement of performance forecast or performance express;
(3) From the date of occurrence of major events that may have a great impact on the company's stock trading price or in the process of decision-making to the date of disclosure according to law;
(4) Other circumstances prescribed by the CSRC and Shanghai Stock Exchange.
(IV) the purpose, total amount, quantity and proportion of the shares to be repurchased in the total share capital of the company
Total repurchase funds: no less than 150 million yuan (inclusive) and no more than 300 million yuan (inclusive). Number of shares to be repurchased: calculated according to the upper limit of the proposed repurchase amount of 300 million yuan and the upper limit of the repurchase price of 80 yuan / share, the number of shares to be repurchased is about 3.75 million, and the proportion of shares to be repurchased accounts for about 0.55% of the total share capital of the company; According to the calculation of the lower limit of the proposed repurchase amount of 150 million yuan and the upper limit of the repurchase price of 80 yuan / share, the number of repurchases is about 1.875 million shares, and the proportion of repurchased shares accounts for about 0.27% of the total share capital of the company.
Proportion in total shares of the company
Quantity to be repurchased total funds to be repurchased
Proportion of repurchase purpose and implementation period of repurchase (10000 shares) (10000 yuan)
（%）
Used for employee stock ownership within 6 months from the date when the board of directors deliberates and approves the share plan or equity incentive plan of 187.5-375 0.27-0.55150 Jinzai Food Group Co.Ltd(003000) 0 repurchase plans
Note: the repurchase quantity range is calculated according to the lower limit of 150 million yuan (inclusive) and the upper limit of 300 million yuan (inclusive) of the repurchase amount, and the repurchase price is calculated according to the upper limit of 80 yuan / share.
The specific repurchase quantity and proportion in the total share capital of the company shall be subject to the actual repurchase situation of the company when the repurchase is completed or the repurchase implementation period expires. If the company implements ex rights and ex interests matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision, stock reduction or allotment during the repurchase period, the company will adjust the number of repurchased shares accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange.
(V) price of this repurchase
The price of this repurchase shall not exceed 80 yuan / share (inclusive), and the 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 adopted the share repurchase resolution.
If the company has implemented ex rights and ex interest matters such as conversion of capital reserve into share capital, cash dividends, distribution of stock dividends, allotment of shares, stock subdivision or stock reduction during the repurchase period, the company will adjust the repurchase price accordingly in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange.
(VI) total amount and source of funds for this repurchase
The total amount of funds for this repurchase shall not be less than 150 million yuan (inclusive) and not more than 300 million yuan (inclusive). The source of funds is the company's own funds.
(VII) expected changes in the company's equity structure after repurchase
Based on the calculation of the lower limit of the proposed repurchase amount of 150 million yuan (inclusive) and the upper limit of 300 million yuan (inclusive), and the upper limit of the repurchase price of 80 yuan / share, assuming that all the repurchased shares are used for employee stock ownership plan or equity incentive and locked up, the changes in the company's equity structure are expected to be as follows:
Before this repurchase, repurchase according to the upper limit of repurchase amount and repurchase according to the lower limit of repurchase amount
After
Class of shares number of shares in total share capital number of shares in total share capital number of shares in total share capital
(10000 shares) proportion (10000 shares) proportion (10000 shares) proportion
（%） （%） （%）
Limited sales bar
22,246.53 32.62 22,621.53 33.17 22,434.03 32.89
Unlimited sale of tradable shares
45,961.68 67.38 45,586.68 66.83 45,774.18 67.11
Piece circulating stock
Total share capital 6820821 1006820821 1006820821 100
Note: the above equity structure does not consider the shares of refinancing and the lifting of the ban on restricted shares during the repurchase period.
(VIII) analysis of the possible impact of this share repurchase on the company's daily operation, finance, R & D, profitability, debt performance, future development and maintaining its listing status
1. The share repurchase plan has little impact on the daily operation of the company. As of September 30, 2021 (Unaudited), the total assets of the company are RMB 12.763 billion, the net assets attributable to shareholders of listed companies are RMB 9.082 billion, and the monetary capital is RMB 3.643 billion. According to the calculation of the upper limit of the repurchase fund of 300 million yuan, accounting for 2.35%, 3.30% and 8.23% of the above financial data respectively. According to the repurchase plan, the repurchase funds will be paid at the right time within the repurchase period, which has a certain flexibility. Combined with the company's future operation and R & D planning, the company believes that the repurchase shares will not have a significant impact on the company's operation, finance, R & D and future development, and the company is able to pay the repurchase price. Meanwhile, the repurchased shares will be used for the company's employee stock ownership plan or equity incentive, which will help to improve the team cohesion, R & D ability and the company's core competitiveness, improve the company's business performance in the future and promote the company's long-term, healthy and sustainable development.
2. The implementation of share repurchase has little impact on the company's solvency. As of September 30, 2021 (Unaudited), the overall asset liability ratio of the company is 28.78%, the total current liabilities are 3.020 billion yuan and the total non current liabilities are 653 million yuan. The share repurchase fund comes from the company's own funds and will not have a significant impact on the company's solvency.
3. After the completion of this share repurchase, the company's control will not change. The equity distribution of the company after the repurchase meets the conditions of the listed company and will not affect the listing status of the company.
(IX) opinions of independent directors on the compliance, necessity, rationality and feasibility of the share repurchase scheme
1. The shares repurchased by the company this time comply with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the opinions on supporting the repurchase of shares by listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 - repurchase of shares and other laws, regulations and normative documents, and the voting procedures of the board meeting comply with relevant laws Relevant provisions of laws and regulations and the articles of association.
2. The source of funds that the company plans to use for this repurchase is its own funds. The company has the ability to pay the repurchase price. The amount to be repurchased will not have a significant impact on the company's solvency, nor on the company's operation, finance and future development. After the repurchase, the equity distribution of the company meets the conditions of the listed company and will not affect the listing status of the company. The share repurchase of the company is feasible.
3. The implementation of the company's share repurchase is conducive to safeguarding the interests of the company and shareholders, improving the company's long-term incentive mechanism, fully mobilizing the enthusiasm of the company's employees, and effectively integrating the interests of shareholders, the company and employees
