Securities code: Eve Energy Co.Ltd(300014) securities abbreviation: Eve Energy Co.Ltd(300014) Announcement No.: 2022025 Eve Energy Co.Ltd(300014)
Repurchase Report
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. Eve Energy Co.Ltd(300014) (hereinafter referred to as “the company”) plans to use its own funds to repurchase part of the company’s social public shares in the form of centralized bidding transaction (hereinafter referred to as “this repurchase”) for the implementation of employee stock ownership plan or equity incentive. The total amount of funds for this repurchase shall not be less than RMB 150 million and not more than RMB 300 million (including this amount); The repurchase price shall not exceed RMB 129.00 per share (including the number), and the specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the end of the repurchase. The implementation period of this repurchase shall not exceed 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan.
2. The company held the 45th meeting of the 5th board of directors and the 38th meeting of the 5th board of supervisors on March 10, 2022, deliberated and adopted the proposal on share repurchase scheme of the company, more than two-thirds of the directors attended the board of directors, and the independent directors have expressed their independent opinions on this matter. The shares repurchased by the company are used for employee stock ownership plan or equity incentive. According to relevant laws and regulations and the articles of association, the share repurchase plan belongs to the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
3. The company has opened a special securities account for stock repurchase in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Relevant risk tips:
1. 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;
2. There is a risk that this repurchase cannot be implemented due to the occurrence of major events that have a significant impact on the trading price of the company’s shares, or significant changes in the company’s production and operation, financial status and external objective conditions, or other factors leading to the decision of the board of directors to terminate this repurchase plan, and the company’s non-compliance with the conditions for share repurchase stipulated by laws and regulations; 3. The share repurchase plan may have the risk that the repurchased shares cannot be granted or can not 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 company’s board of directors and the general meeting of shareholders, and the incentive objects give up the subscription;
4. This repurchase plan does not represent the actual implementation of the company’s final repurchase of shares. The company will choose the opportunity to make a repurchase decision according to the market conditions within the repurchase period, and there is a risk of adjustment, change and termination of the repurchase plan.
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 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 Shenzhen Stock Exchange No. 9 – repurchase of shares, the articles of association and other relevant provisions, the company has prepared the repurchase report, with the specific contents as follows:
1、 Main contents of this repurchase plan
1. Purpose of share repurchase
Based on the recognition of the company’s internal value and confidence in the development prospect, in order to improve the company’s long-term incentive and restraint mechanism and promote the long-term and healthy development of the company, the company plans to use its own funds to repurchase some social public shares of the company in the form of centralized bidding transaction, and the repurchased shares will be used to implement employee stock ownership plan or equity incentive.
2. The repurchased shares meet the relevant conditions
The shares repurchased by the company this time meet the conditions specified in Article 10 of 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 repurchasing shares, the equity distribution of the company shall, in principle, meet the listing conditions; Where a company intends to terminate the listing and trading of its shares by repurchasing shares, it shall comply with relevant regulations and obtain the consent of the bourse;
(5) Other conditions stipulated by the CSRC and the bourse.
3. Method and price range of share repurchase
(1) Way of Share Repurchase: centralized bidding transaction
(2) Price range of repurchased shares: the price of repurchased shares this time shall not exceed 129.00 yuan / share (including this number), and the upper limit of the repurchased price shall not exceed 150% of the average trading price of the company’s shares 30 trading days before the board of directors deliberates and adopts the resolution of repurchased shares. The actual repurchase price will be determined by the company’s secondary market stock price, the company’s financial status and operating conditions during the implementation of the comprehensive repurchase. In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital 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 right and ex interest of share price.
4. Type, purpose, total amount and quantity of repurchased shares and their proportion in the total share capital of the company
(1) Types of repurchased shares: RMB ordinary shares (A shares) issued by the company
(2) Purpose of Share Repurchase: to implement employee stock ownership plan or equity incentive. If the company fails to use up the repurchased shares within 36 months after the completion of share repurchase, the unused repurchased shares will be cancelled. If the state makes adjustments to relevant policies, the repurchase plan shall be implemented according to the adjusted policies.
(3) Total funds for share repurchases: no less than RMB 150 million and no more than RMB 300 million (both inclusive). The specific total funds for share repurchases shall be subject to the total funds actually used.
(4) The number of repurchased shares and its proportion in the total share capital of the company: calculated according to the upper limit of the price of repurchased shares of 129.00 yuan / share and the lower limit of the amount of repurchased shares of 150 million yuan, the number of repurchased shares is expected to be about 1162790 shares, accounting for 0.06% of the current total share capital of the company; According to the upper limit of share repurchase price of 129.00 yuan / share and the upper limit of repurchase amount of 300 million yuan, the number of shares repurchased is expected to be about 2325581 shares, accounting for 0.12% of the current total share capital of the company.
The specific number of shares repurchased and its proportion in the total share capital of the company shall be subject to the actual number of shares repurchased and its proportion in the total share capital of the company. In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital during the period of share repurchase, the upper limit and quantity of share repurchase price shall be adjusted accordingly from the date of ex right and ex interest of share price.
5. Source of funds for share repurchase
The source of funds for this share repurchase is self owned funds.
6. Implementation period of share repurchase
(1) The implementation period of this share repurchase shall not exceed 12 months from the date when the company’s board of directors deliberates and approves the share repurchase plan.
If the following conditions are met, the repurchase period will expire in advance:
① Within the repurchase period, if the use amount of repurchase funds reaches the maximum limit, 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.
(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 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.
(3) The company’s share repurchase shall meet the following requirements:
① The entrustment price shall not be the price limited by the trading increase of the company’s shares on the same day;
② No entrustment of share repurchase shall be made within the opening call auction of the exchange, half an hour before the closing and within the trading day when the stock price has no limit on rise or fall;
③ Other requirements stipulated by the CSRC and the exchange.
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.
7. Expected changes in the company’s equity structure after the completion of repurchase
(1) According to the calculation of the lower limit of the total repurchase fund of 150 million yuan and the upper limit of the repurchase price of 129.00 yuan / share, the number of shares repurchased is expected to be about 1162790 shares, accounting for 0.06% of the current total share capital of the company. If all the repurchased shares are used for employee stock ownership plan or equity incentive and locked up, the changes in the company’s share capital structure are expected to be as follows:
Before and after this repurchase
Share type
Quantity (share) proportion quantity (share) proportion
Tradable shares with limited sales conditions 590469233.11% 602097133 3.17%
Tradable shares without restrictions 183974174496.89% 183857895496.83%
Total share capital 1898788667100.00%
(2) According to the calculation of the upper limit of the total repurchase fund of 300 million yuan and the upper limit of the repurchase price of 129.00 yuan / share, the number of shares repurchased is expected to be about 2325581 shares, accounting for 0.12% of the current total share capital of the company. If all the repurchased shares are used for employee stock ownership plan or equity incentive and locked up, the changes in the company’s share capital structure are expected to be as follows:
Before and after this repurchase
Share type
Quantity (share) proportion quantity (share) proportion
Tradable shares with limited sales conditions 590469233.11% 613725043.23%
Tradable shares without restrictions 183974174496.89% 183741616396.77%
Total share capital 1898788667100.00%
Note: the above changes are calculated by rounding. The above data are only calculated according to the upper and lower limits of the repurchase amount and the upper limit of the repurchase price, without considering the influence of other factors. The specific number and proportion of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the expiration of the repurchase period.
8. The management analyzed 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. All directors made a commitment that this share repurchase would not damage the company’s debt performance ability and sustainable operation ability
As of September 30, 2021 (Unaudited), the total assets of the company were 365 Jutze Intelligent Technology Co.Ltd(300802) 00 yuan, the net assets attributable to the shareholders of the listed company were 17080673800 yuan, the monetary capital was 4035804900 yuan, and the asset liability ratio was 46.83%. If the upper limit of the total repurchase fund of RMB 300 million is fully used, according to the financial data on September 30, 2021, the repurchase fund accounts for 0.82% of the total assets of the company and about 1.76% of the net assets attributable to the shareholders of the listed company.
According to the company’s current operation, financial status, debt performance ability and future development plan, the company believes that using the total amount of funds of no less than RMB 150 million and no more than RMB 300 million (including this amount) for share repurchase will not have a significant impact on the company’s operation, profitability, finance, R & D and debt performance ability, It will not lead to the change of the company’s control, the distribution of the company’s equity still meets the conditions of listed companies, and will not change the company’s status as a listed company.
All directors of the company promise that all directors will be honest, trustworthy, diligent and responsible in this share repurchase, safeguard the interests of the company and the legitimate rights and interests of shareholders and creditors, and this share repurchase will not damage the company’s debt performance ability and sustainable operation ability.
9. The company’s directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert buy and sell the company’s shares within six months before the board of directors makes a resolution to repurchase shares, whether there is an explanation of insider trading and market manipulation alone or jointly with others, as well as the increase or decrease plan during the repurchase period; Reduction plan of shareholders holding more than 5% and their persons acting in concert in the next six months
(1) Within six months before the board of directors made the share repurchase resolution, the changes in the company’s shares held by the company’s directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert are as follows:
No. shareholder name job change time change quantity (share) change reason
September 13, 2021
1. Lei Qiaoping’s 200 independent directors were purchased through centralized bidding
To September 17
2. Luo Jinhong’s actual control
