Securities code: Midea Group Co.Ltd(000333) securities abbreviation: Midea Group Co.Ltd(000333) Announcement No.: 2022009 Midea Group Co.Ltd(000333)
Announcement on the scheme of repurchasing some public shares
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、 Basic information of repurchase scheme
1. Proposed repurchase amount: no more than RMB 5 billion and no less than RMB 2.5 billion;
2. Repurchase price: no more than 70 yuan / share;
3. Number of repurchases: under the condition that the price of repurchased shares does not exceed 70 yuan / share, according to the calculation of the upper limit of repurchased amount of 5 billion yuan, the number of repurchased shares is expected to be no less than 71428571 shares, accounting for about 1.02% of the total issued share capital of the company; According to the calculation of the lower limit of the repurchase amount of RMB 2.5 billion, the number of shares repurchased is expected to be no less than 35714285, accounting for about 0.51% of the total issued 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;
4. Purpose of Repurchase: it will be used to implement the company’s equity incentive plan and / or employee stock ownership plan. Some companies that are not used during the legal period will perform relevant procedures to cancel and reduce the registered capital;
5. Repurchase period: within 12 months from the date when the board of directors deliberates and approves the share repurchase plan.
2、 Risk tips
1. There is 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. The repurchased shares are used in the equity incentive plan and / or employee stock ownership plan. There may be a risk that the repurchased shares cannot be fully granted due to the failure of the equity incentive or employee stock ownership plan to be deliberated and approved by the decision-making bodies such as the board of directors and the general meeting of shareholders, and the incentive object abandons the subscription;
3. If the funds required for share repurchase are not raised in place, it will lead to the risk that the repurchase plan cannot be implemented; 4. The repurchase cannot be carried out due to the occurrence of major events that have a significant impact on the trading price of the company’s shares or the decision of the board of directors to terminate the repurchase plan, which will affect the plan
In accordance 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 share repurchase rules of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, the articles of association and other laws, regulations and normative documents, Midea Group Co.Ltd(000333) (hereinafter referred to as “the company” or “the company”) held the sixth meeting of the Fourth Board of directors on March 10, 2022, deliberated and adopted the proposal on repurchase of some social public shares. The relevant information is hereby announced as follows:
1、 Purpose of share repurchase
Based on the confidence in the company’s future development prospects and high recognition of the company’s value, combined with the company’s operation, main business development prospects, the company’s financial status and future profitability, the company decides to continue to repurchase the company’s shares with its own funds and will continue to be used to implement the company’s equity incentive plan and / or employee stock ownership plan, In order to further improve the corporate governance structure, build an innovative long-term incentive and restraint mechanism for the shareholding of the management team, ensure the realization of the company’s long-term business objectives, promote the consistency of interests and income sharing of all shareholders, and enhance the overall value of the company.
2、 Ways and purposes of share repurchase
This time, the company repurchases its shares by means of centralized bidding trading through the trading system of Shenzhen Stock Exchange.
All the shares repurchased will be used to implement the company’s equity incentive plan and / or employee stock ownership plan. If the company fails to use the unused shares for the above purposes within 36 months after the completion of share repurchase, the unused part will be cancelled according to relevant procedures.
3、 Price or price range and pricing principle of repurchased shares
According to Article 15 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, and in combination with the current financial and operating conditions of the company, the repurchase price of the company is determined to be no more than 70 yuan / share. The specific repurchase price will be determined based on the stock price of the company’s secondary market, the company’s financial and operating conditions.
During the repurchase period, if the company implements dividend distribution, share distribution, conversion of capital reserve to share capital, stock subdivision, stock reduction, share allotment and other ex rights and ex interests, the upper limit of 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 rights and ex interests of share price.
4、 Total amount and source of funds to be used for repurchase
Combined with the current financial and operating conditions of the company, it is determined that the total capital of this share repurchase is no more than 5 billion yuan and no less than 2.5 billion yuan. The source of funds is the company’s own funds.
5、 Types and quantity of shares to be repurchased and their proportion in the total share capital
The type of repurchased shares is A-share shares issued by the company. Under the condition that the price of repurchased shares does not exceed 70 yuan / share and calculated according to the upper limit of repurchased amount of 5 billion yuan, the number of repurchased shares is expected to be no less than 71428571 shares, accounting for about 1.02% of the total issued share capital of the company; According to the calculation of the lower limit of the repurchase amount of RMB 2.5 billion, the number of shares repurchased is expected to be no less than 35714285 shares, accounting for about 0.51% of the total issued 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.
6、 Term of share repurchase
The implementation period of this repurchase is within 12 months from the date when the board of directors deliberates and approves the share repurchase plan.
If the following conditions are met during the repurchase period, the repurchase period will expire ahead of time, that is, the implementation of the repurchase plan will be completed:
1. If the amount of shares repurchased within the above period reaches the upper limit of 5 billion yuan, the implementation of the repurchase plan will be completed, and the repurchase period will expire in advance from that date.
2. When the amount of shares repurchased reaches the lower limit of RMB 2.5 billion, if the board of directors of the company decides to terminate the repurchase plan in advance according to the market conditions and the share needs of equity incentive / employee stock ownership plan, the repurchase period will expire in advance from the date of deliberation and approval by the board of directors.
During the repurchase period, the company will choose the opportunity to make the repurchase decision according to the market conditions and implement it according to law.
7、 Expected changes in the company’s equity structure after the completion of repurchase
According to the calculation of the repurchase amount of 5 billion yuan and the repurchase price of 70 yuan / share, the number of share repurchases is 71428571 shares, and the changes of the company’s share capital structure after the repurchase are as follows:
Calculated according to the number of shares repurchased 71428571
Nature of shares before and after repurchase
Number of shares (shares) proportion (%) number of shares (shares) proportion (%) circulating shares with limited sales conditions 1565188812.242279474523.26 circulating shares with unlimited sales conditions 683791765997.76676648908896.74 total share capital 6994436540100.006994436540100.00
According to the calculation of the repurchase amount of 2.5 billion yuan and the repurchase price of 70 yuan / share, the number of share repurchases is 35714285 shares, and the changes of the company’s share capital structure after the repurchase are as follows:
Calculated according to the number of shares repurchased 35714285
Nature of shares before and after repurchase
Number of shares (shares) proportion (%) number of shares (shares) proportion (%) circulating shares with limited sales conditions 1565188812.241922331662.75 circulating shares with unlimited sales conditions 683791765997.76680220337497.25 total share capital 6994436540100.006994436540100.00
After the implementation of the share repurchase scheme, the shares held by the public still account for more than 10% of the total shares of the company, which will not cause the equity distribution of the company to fail to meet the listing conditions. This share repurchase will not affect the listing status of the company and change the control right of the company.
8、 The management’s analysis of the impact of this share repurchase on the company’s operation, finance and future significant development and the commitment of all directors that this share repurchase will not damage the debt performance ability and sustainable operation ability of the listed company
As of September 30, 2021, the total assets of the company are about 376.3 billion yuan, the monetary capital is about 55.9 billion yuan, the net assets attributable to the shareholders of the listed company are about 118.5 billion yuan, and the asset liability ratio of the company is 65.91%. Assuming that the repurchase amount is up to RMB 5 billion, according to the financial data on September 30, 2021, the repurchase fund accounts for about 1.33% of the company’s total assets and 4.22% of the company’s net assets attributable to shareholders of listed companies. According to the company’s operation, finance and future development, the company believes that the upper limit of share repurchase amount of RMB 5 billion will not have a significant impact on the company’s operation, finance and future development.
All directors 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 this repurchase will not damage the company’s debt performance ability and sustainable operation ability.
9、 Whether the controlling shareholders, actual controllers, directors, supervisors and senior managers of the listed company have bought and sold the shares of the company within six months before the board of directors makes the share repurchase resolution, whether they have carried out insider trading and market manipulation alone or jointly with others, and the increase or decrease plan during the repurchase period.
Six months before the board of directors of the company made the resolution to repurchase shares, Mr. He Hengjian, the person acting in concert by the controlling shareholder of the company, completed the shareholding increase plan on November 23, 2021, with a total of 1431288 shares.
In addition, the directors, supervisors and senior managers of the company did not buy or sell the company’s shares within six months before the board of directors made the share repurchase resolution, and the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company did not conduct insider trading and market manipulation alone or jointly with others.
The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company have no plans to increase or decrease their holdings during the repurchase period. If they plan to implement the share increase or decrease plan in the future, the company will timely perform the obligation of information disclosure in accordance with relevant regulations.
10、 Relevant arrangements for legal transfer or cancellation after share repurchase and prevention of infringement on the interests of creditors
All the shares repurchased this time will be used to implement the company’s equity incentive plan and / or employee stock ownership plan. If the company fails to use the unused shares for the above purposes within 36 months after the completion of share repurchase, the company will perform relevant procedures to cancel and reduce the registered capital. At that time, the company will also perform creditor notification and other procedures in accordance with the requirements of the company law and other laws and regulations.
11、 Consideration of the share repurchase plan
According to relevant laws and regulations, normative documents and relevant provisions of the articles of association, the share repurchase is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. The share repurchase has been deliberated and approved at the sixth meeting of the Fourth Board of directors held on March 10, 2022, and the independent directors of the company have expressed their independent opinions with explicit consent.
12、 Specific authorization for the management to handle the share repurchase
In accordance with the provisions of relevant laws, regulations and normative documents, after deliberation by the board of directors of the company, in order to ensure the smooth implementation of this share repurchase, the board of directors of the company authorizes the management of the company to fully handle the matters related to this share repurchase within the scope of laws and regulations and in accordance with the principle of safeguarding the interests of the company and shareholders to the greatest extent. The authorized contents and scope include but are not limited to:
1. Within the scope permitted by laws and regulations, formulate a specific plan for this share repurchase according to the company and market conditions;
2. If the regulatory authorities change the relevant conditions of the share repurchase or the market conditions, in addition to the matters that must be reconsidered by the board of directors in accordance with relevant laws, regulations and the articles of association, they authorize the management to make corresponding adjustments to the specific scheme of the share repurchase and other relevant matters;
3. Handle relevant approval matters, including but not limited to authorizing, signing, executing, modifying and completing all necessary documents, contracts, agreements and contracts related to this share repurchase;
4. Establish a special securities account for repurchase and handle other related businesses;
5. Choose the opportunity to repurchase shares according to the actual situation, including the time, price and quantity of repurchase;
6. Handle other matters not listed above but necessary for this share repurchase.
This authorization starts from the date of deliberation and approval by the board of directors of the company to the date of completion of the above authorized matters.
13、 Uncertainty risk of repurchase scheme
1. There is 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. The repurchased shares are used for equity incentive plan and / or employee stock ownership plan, which may be due to the failure of equity incentive or employee stock ownership plan to be deliberated and approved by the company’s board of directors, general meeting of shareholders and other decision-making bodies
