Securities code: Memsensing Microsystems (Suzhou China) Co.Ltd(688286) securities abbreviation: Memsensing Microsystems (Suzhou China) Co.Ltd(688286) Announcement No.: 2022010
Memsensing Microsystems (Suzhou China) Co.Ltd(688286)
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:
Memsensing Microsystems (Suzhou China) Co.Ltd(688286) (hereinafter referred to as “the company”) repurchase 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 105 yuan / share (inclusive);
4. Repurchase amount range: the total repurchase funds shall not be less than RMB 10 million (inclusive) and not more than RMB 20 million (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 sent a letter confirming that as of the date when the board of directors passed the resolution on the repurchase plan:
Shanghai Huaxin venture capital enterprise, a shareholder holding more than 5% of the company’s shares, has no plan to reduce its shares. If there is a subsequent reduction plan, it will timely inform the company in writing to fulfill its information disclosure obligations in accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai stock exchange.
Zhongxin Suzhou Industrial Park Venture Capital Co., Ltd., the shareholder holding more than 5% of the company’s shares, has no plan to reduce the company’s shares. In the next six months, according to its own business arrangement plan, it cannot be ruled out whether there is a plan to reduce the company’s shares. If there is a plan to reduce its shares in the future, The company will be informed in writing in a timely manner to fulfill the obligation of information disclosure in accordance with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange. Please pay attention to the investment risks.
Tibet Kaifeng enterprising Venture Capital Co., Ltd., the shareholder holding more than 5% of the total shares of the company, and its concerted actors Suzhou Kaifeng Wansheng venture capital partnership (limited partnership), Shanghai Kaifeng Changyang venture capital partnership (limited partnership) and Suzhou Kaifeng Minxin venture capital partnership (limited partnership) may reduce the shares of the company in the next six months, If there is a subsequent reduction plan, the above shareholders will timely inform the company in writing to fulfill the obligation of information disclosure in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange. Please pay attention to the investment risks.
Mr. Zhang Chenliang, the shareholder and senior manager of the company, has a plan to reduce the company’s shares in the next six months due to his personal capital needs. The planned reduction shall be carried out in accordance with the rules of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the reduction of shares held by directors, supervisors and senior managers: it shall not exceed 25% of his own shares every year, and whether to implement the reduction is uncertain. Mr. Zhang Chenliang may also reduce his holdings during the period when the company implements share repurchase. The specific reduction plan will timely fulfill the obligation of information disclosure in accordance with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange. Please pay attention to the investment risks.
The shares of the company held by the controlling shareholder, actual controller and repurchase proposer of the company are pre IPO shares, which are locked for 36 months from the date of listing of the company. In the next three months, the next six months and the company’s share repurchase period are in the lock-in period of restricted sales, and there is no reduction plan.
In addition, other directors, supervisors and senior managers have no plans to reduce their shares in the company in the next three months and six months.
If the above-mentioned persons or shareholders plan to implement the share reduction plan 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 plan
(I) on March 10, 2022, the company held the sixth meeting of the third 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 articles 23 and 25 of the Memsensing Microsystems (Suzhou China) Co.Ltd(688286) 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.
(III) on March 3, 2022, Mr. Li Gang, chairman, controlling shareholder and actual controller of the company, proposed to buy back the company’s shares to the board of directors of the company. The content of the proposal is to propose that the company repurchase part of the issued RMB common shares (A shares) of the company with its own funds through the trading system of Shanghai stock exchange through centralized bidding trading. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on March 11, 2022 Announcement on the proposal of the company’s chairman, controlling shareholder and actual controller to repurchase shares (2022009).
On March 10, 2022, the company held the sixth meeting of the third board of directors to consider the above share repurchase proposal. The meeting deliberated and adopted the proposal on the share repurchase scheme of the company by means of centralized bidding transaction with 7 affirmative votes, 0 negative votes and 0 abstention votes. The independent directors of the company expressed their independent opinions on the share repurchase.
The above-mentioned proposal time and procedures, as well as the deliberation time and procedures of the board of directors, comply with the relevant provisions of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchase and so on.
2、 Main contents of repurchase plan
(I) purpose and purpose of the company’s share repurchase
Based on confidence in the company’s future development and recognition of the company’s long-term value, in order to establish and 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 plans to repurchase shares through centralized bidding transaction. 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) mode of Share Repurchase: centralized bidding transaction
(III) repurchase period
Within 6 months from the date when the board of directors deliberates and approves the final 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 RMB 10 million (inclusive) and no more than RMB 20 million (inclusive);
Number of shares repurchased: Based on the company’s current total share capital of 53429801 shares, calculated according to the upper limit of the repurchase amount of 20 million yuan and the upper limit of the repurchase price of 105 yuan / share, the number of shares repurchased this time is 190500 shares, accounting for 0.36% of the company’s total share capital. According to the calculation of the lower limit of the repurchase amount of RMB 10 million and the upper limit of the repurchase price of RMB 105 / share, the number of the repurchase is 95200 shares, accounting for 0.18% of the total share capital of the company.
Purpose of repurchase the proportion of the number of shares to be repurchased in the total capital stock of the company to be repurchased and the implementation period of repurchase (10000 shares) (%) (10000 yuan)
It is used for the employee stock ownership plan within 6 months from the date when the board of directors deliberates and approves or the equity incentive plan 9.52-19.05 0.18-0.3610002000 passes the repurchase plan
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.
(V) price of this repurchase
The share repurchase price shall not exceed 105 yuan / share (inclusive), and the repurchase 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 passed the resolution on share repurchase. The specific repurchase price shall be determined by the company’s management authorized by the board of directors during the implementation of the repurchase, based on the stock price in the secondary market. If the company has implemented ex rights and ex dividend matters such as share distribution, conversion of capital reserve into share capital, cash dividend, distribution of stock dividend or allotment of shares during the period of share repurchase, the upper limit of share repurchase price shall be adjusted accordingly in accordance with the relevant regulations of China Securities Regulatory Commission and Shanghai Stock Exchange from the date of ex rights and ex dividend of share price.
(VI) total amount and source of funds for this repurchase
The total amount of funds for this repurchase shall not be less than RMB 10 million (inclusive) and not more than RMB 20 million (inclusive), and the source of funds shall be the company’s own funds.
(VII) expected changes in the company’s equity structure after repurchase
The total capital of the company’s share repurchase this time shall not be less than RMB 10 million (inclusive) and not more than RMB 20 million (inclusive). If the upper limit of the repurchase price is 105 yuan / share, assuming that all the repurchase 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, the repurchase shall be conducted according to the upper limit of the repurchase amount, and after the repurchase shall be conducted according to the lower limit of the repurchase amount
Share class share quantity in total share quantity in total share quantity in total share quantity in total share
(share) principal ratio (share) principal ratio (share) principal ratio
（%） （%） （%）
Limited sales note 2072772838.792091822839.152082292838.97
Piece circulating stock
Unlimited sales note 3270207361.213251157360.853260687361.03
Piece circulating stock
Total share capital 53429801100.0053429801100.0053429801100.00
Note: the above changes do not take into account the impact of other factors. The above calculation data are for reference only. The specific number of shares repurchased and the actual changes in the company’s equity structure shall be subject to the subsequent implementation.
(VIII) analysis of the possible impact of this share repurchase on the company’s daily operation, finance, R & D, profitability, solvency, future development and maintaining its listing status
