Stock Code: Estun Automation Co.Ltd(002747) stock abbreviation: Estun Automation Co.Ltd(002747) Announcement No.: 2022009 Estun Automation Co.Ltd(002747)
Announcement on the expiration of the term of share repurchase and the completion of the implementation of share repurchase of the company
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.
Estun Automation Co.Ltd(002747) (hereinafter referred to as “the company”) deliberated and adopted the proposal on share repurchase of the company on September 13, 2021. It is proposed to repurchase RMB common shares (A shares) issued by the company by means of centralized bidding transaction with no less than 50 million yuan (inclusive) and no more than 100 million yuan (inclusive), For employee stock ownership plan or equity incentive plan, the repurchase price shall not exceed RMB 30 / share. The implementation period of share repurchase is no more than 6 months from the date of the 16th meeting of the Fourth Board of directors of the company considering and approving the repurchase plan. The source of funds for share repurchase is the company’s own funds or self raised funds in accordance with laws and regulations. For details, see the announcement on share repurchase plan of the company (Announcement No.: 2021114) disclosed by the company on September 14, 2021. On September 17, 2021, the company disclosed the announcement on the shareholding information of the top ten shareholders in the repurchase of shares (Announcement No.: 2021117) and the repurchase report (Announcement No.: 2021118). Since the company implemented the equity distribution in the half year of 2021, according to the provisions of the company’s repurchase plan, the repurchase price in the company’s share repurchase plan was adjusted from no more than 30 yuan / share to no more than 29.96 yuan / share, Considering that the total amount of funds for this repurchase is not less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive), the repurchase of RMB common shares (A shares) issued by the company is calculated according to the lower limit of the total amount of repurchase funds and the upper limit of the price of repurchased shares under the condition that the price of repurchased shares does not exceed 29.96 yuan / share, It is estimated that the number of shares that can be repurchased is about 1668900, accounting for about 0.19% of the current total share capital of the company; Based on the calculation of the upper limit of the total repurchase amount and the upper limit of the repurchase price, it is estimated that the number of shares that can be repurchased is about 3337800 shares, accounting for about 0.38% of the current total 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. Refer to the announcement of the company’s disclosure of the price cap for repurchase shares after the implementation of the rights allocation in September 24, 2021 (Bulletin number: 2021120). On September 30, 2021, the company disclosed the announcement on the progress of repurchasing the company’s shares for the first time (Announcement No.: 2021123). On November 2, 2021, the company disclosed the progress announcement on repurchase of shares of the company (Announcement No.: 2021125). On December 2, 2021, the company disclosed the progress announcement on repurchase of shares of the company (Announcement No.: 2021128). On January 5, 2022, the company disclosed the progress announcement on repurchase of shares of the company (Announcement No.: 2022001). On January 10, 2022, the company disclosed the announcement on the repurchase of the company’s shares up to 1% of the company’s total share capital and the progress of repurchase (Announcement No.: 2022003). On February 8, 2022, the company disclosed the progress announcement on repurchase of shares of the company (Announcement No.: 2022005). On March 3, 2022, the company disclosed the progress announcement on repurchase of shares of the company (Announcement No.: 2022008). For details, please refer to the information disclosure media designated by the company, such as securities times, Securities Daily, China Securities News and cninfo（ http://www.cn.info.com.cn. ）。
As of March 12, 2022, the implementation period of the company’s share repurchase plan has expired. This repurchase has exceeded the lower limit of the total repurchase funds, and the repurchase has been completed. Now the relevant matters are announced as follows:
1、 Implementation of share repurchase of the company
According to the relevant provisions of Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 9 – share repurchase, if the repurchase period expires or the repurchase of shares has been completed, the listed company shall stop the repurchase and disclose the repurchase results and share change announcement within two trading days. The results of the company’s share repurchase are hereby announced as follows:
1. As of March 12, 2022, the company has implemented share repurchase through centralized bidding trading through the special securities account for repurchase. The number of shares repurchased is 2513000, accounting for 0.29% of the company’s current total share capital, and the total amount of funds used is Wuxi Rural Commercial Bank Co.Ltd(600908) 4288 yuan (excluding transaction costs), The total amount of shares to be repurchased in accordance with the provisions of this repurchase plan shall not be less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive).
2. The highest transaction price of the repurchase is 25.80 yuan / share, the lowest transaction price is 19.96 yuan / share, which meets the price repurchase limit of the repurchase scheme and the repurchase shares adjusted according to the repurchase scheme after the rights and interests are allocated and implemented, that is, the price of this repurchase stock does not exceed RMB 29.96 yuan / share.
3. The implementation period of this share repurchase shall not exceed 6 months from the date when the board of directors deliberates and approves the share repurchase plan. The repurchase was completed on March 12, 2022, less than 6 months from the date when the board of directors considered and approved the repurchase plan on September 13, 2021.
4. The source of funds for the company’s repurchase in the form of centralized bidding transaction is its own funds or self raised funds in accordance with laws and regulations. The repurchase method and source of funds meet the requirements of the repurchase plan.
The Company repurchased shares in accordance with the share repurchase plan approved by the board of directors, and the actual implementation meets the requirements of the share repurchase plan approved by the board of directors. After the implementation of this repurchase, it will not have a significant impact on the company’s daily production and operation and financial status, change the company’s control, and change the company’s status as a listed company. The equity distribution still meets the listing conditions.
2、 Estimated changes in shares of the company
According to the calculation of the company’s share capital structure up to now, assuming that the repurchased shares will be used to implement the employee stock ownership plan or equity incentive plan and all will be locked up, the changes in the company’s share capital structure are expected to be as follows:
Before and after change (estimated)
Change in nature and number of shares
Number in total shares (shares) number in total shares (shares) (shares)
Shares with limited sales conditions 8716927510.04% 251 The Great Wall Of Culture Group Holding Co.Ltd.Guangdong(300089) 68227510.32%
Shares with unlimited sales conditions 78146909889.96% – 2513 Xinxing Ductile Iron Pipes Co.Ltd(000778) 95609889.68%
Total share capital 868638373100.00% – 868638373100.00%
3、 Trading of the company’s shares by relevant entities during the repurchase period
On September 14, 2021, the company disclosed the announcement on the share repurchase plan of the company (Announcement No.: 2021114). The directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the company promised not to take the initiative to reduce the company’s shares during the period from the resolution on share repurchase made by the board of directors to Shanghai Topcare Medical Services Co.Ltd(600532) repurchase; At present, there is no increase plan.
Mr. Wu Bo, the actual controller of the company, and Nanjing premier Technology Co., Ltd., the person acting in concert, are shareholders holding more than 5% of the company’s shares. Mr. Wu Bo, the actual controller of the company, and Nanjing premier Technology Co., Ltd., who acted in concert, promised not to actively reduce the company’s shares in the next six months when the board of directors made the share repurchase resolution.
According to the company’s self inspection, from the date when the company first disclosed the repurchase of shares to the day before the disclosure of the repurchase results and the announcement of share changes, the company’s directors, supervisors, senior managers, controlling shareholders and actual controllers did not buy or sell the company’s shares, which was consistent with the above commitments.
4、 Compliance statement of repurchased shares
1. The time of the company’s first share repurchase, the number of shares repurchased and the entrusted period of centralized bidding transaction all comply with the relevant provisions of Articles 29 and 30 of the rules for share repurchase of listed companies or Articles 17, 18 and 19 of the detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange.
(1) The company has not repurchased shares within the following periods:
① Within 10 trading days before the announcement of the company’s annual report, semi annual report, quarterly report, performance forecast or performance express;
② From the date of occurrence of major events that may have a significant impact on the trading price of the company’s shares or during the decision-making process to the date of disclosure according to law;
③ Other circumstances prescribed by the CSRC.
(2) The cumulative trading volume of the company’s shares in the five trading days before the date of the first share repurchase (September 29, 2021) is 62502567 shares. Up to now, the number of shares repurchased by the company every five trading days does not exceed 25% of the cumulative trading volume of the company’s shares in the five trading days before the date of the first share repurchase (i.e. 1562564175 shares).
(3) The company has not entrusted 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.
The price of shares repurchased by the company is not the price limited by the trading increase of the company’s shares on that day.
5、 Subsequent arrangements for repurchased shares
The shares repurchased this time will be deposited in the special securities account for repurchasing shares of the company. The shares deposited in the special securities account for repurchasing shares of the company do not enjoy the rights of voting at the general meeting of shareholders, profit distribution, conversion of provident fund into share capital, subscription of new shares and convertible corporate bonds, and shall not be pledged or lent.
As of March 12, 2022, including the company’s share repurchase plan implemented in 2019 and the company’s share repurchase plan implemented in 2021, the total number of repurchased shares held in the company’s special securities account for repurchase is 9240400 shares. The purpose of the above repurchased shares is mainly the employee stock ownership plan or stock incentive plan, However, there may be a risk that the repurchased shares cannot 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 object abandons the subscription of shares. The company will timely fulfill the obligation of information disclosure according to the follow-up progress. Please pay attention to the investment risks.
It is hereby announced.
Estun Automation Co.Ltd(002747) board of directors
March 14, 2022
