Securities code: Jiangsu Hengrui Medicine Co.Ltd(600276) securities abbreviation: Jiangsu Hengrui Medicine Co.Ltd(600276) Announcement No.: pro 2022021 Jiangsu Hengrui Medicine Co.Ltd(600276)
Announcement on share repurchase plan of the company
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Purpose of repurchased shares: the shares repurchased this time are intended to be used for employee stock ownership plan or equity incentive;
Amount and source of funds for Share Repurchase: the total amount of funds to be used for this repurchase is no less than 600 million yuan and no more than 1.2 billion yuan;
The source of share repurchase funds is the company’s own funds;
Share repurchase price: the repurchase price shall not exceed RMB 60.22/share;
Share repurchase method: buy back the company’s shares from the secondary market by means of centralized bidding transaction;
Term of Share Repurchase: no more than 12 months from the date when the board of directors deliberates and approves the share repurchase plan; Whether there is a share reduction plan for relevant shareholders: according to the company’s inquiries and replies to the controlling shareholders, actual controllers, directors, supervisors and senior managers, as of the date when the board of directors deliberates and approves the repurchase plan, the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company have no share reduction plan in the next three months and six months. If the above entities plan to implement the share reduction plan in the future, the company will timely perform the obligation of information disclosure in accordance with the requirements of laws, regulations and normative documents.
Relevant risk tips:
1. If the company’s stock price continues to exceed the price range disclosed in the repurchase plan during the repurchase period, there may be a risk that the repurchase plan cannot be implemented;
2. During the implementation of share repurchase, the company is affected by macroeconomic regulation and control, temporary business needs and other factors, resulting in the risk that the funds required for share repurchase are not in place in time, resulting in the failure to implement the repurchase plan as planned;
3. Due to major changes in the company’s production and operation, financial status and external objective conditions, there may be a risk of changing or terminating the repurchase plan in accordance with relevant regulations;
4. The shares repurchased this time are used for the company’s employee stock ownership plan or equity incentive. There may be a risk that the repurchased shares cannot be granted or transferred due to the failure to implement the employee stock ownership plan or equity incentive.
During the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions, 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 procedure of repurchase plan
On March 13, 2022, the company held the 16th meeting of the 8th board of directors, deliberated and approved the proposal on share repurchase scheme of the company, and the independent directors have expressed their consent on this matter. According to the relevant provisions of the articles of association, the company’s repurchase plan does not need to be submitted to the general meeting of shareholders for deliberation. 2、 Purpose of share repurchase
Based on the confidence and fundamental judgment of the company’s future development prospects, in order to safeguard the interests of the company and the majority of investors, improve the long-term incentive mechanism of the company’s employees and fully mobilize the enthusiasm of employees, the company plans to repurchase the company’s shares with its own funds. The shares repurchased this time will be used for employee stock ownership plan or equity incentive. 3、 Types of repurchased shares
The type of shares repurchased this time is RMB ordinary shares (A shares) issued by the company. 4、 Ways of repurchasing shares
Buy back the company’s shares through the trading system of Shanghai Stock Exchange in the form of centralized bidding transaction. 5、 Number or amount of shares repurchased
The total amount of funds to be used for repurchase by the company shall not be less than 600 million yuan and not more than 1.2 billion yuan. The specific total amount of repurchase funds shall be subject to the actual repurchase funds at the expiration of the repurchase period. Based on the calculation of the maximum repurchase capital of RMB 1.2 billion and the maximum repurchase price of RMB 60.22/share, the number of shares repurchased is expected to be about 199269 million, accounting for about 0.31% of the current total share capital of the company.
In the event that the company transfers capital reserve into share capital, distributes shares or cash dividends, splits shares, shrinks shares, allots shares or issues share certificates and other matters during the repurchase period, the number of shares repurchased shall be adjusted accordingly from the date of ex rights and ex dividend of the share price. The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the expiration of the repurchase period. 6、 Price of repurchased shares
The repurchase price shall not exceed 60.22 yuan / share (inclusive), and the upper limit of 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 deliberated and approved the repurchase plan. The specific repurchase price shall be determined by the board of directors of the company during the repurchase period based on the stock price of the company’s secondary market, the company’s financial status and operating conditions.
If the company changes its capital reserve into share capital, distributes shares or cash dividends during the repurchase period, the upper limit of the repurchase price shall be adjusted accordingly from the date of ex right and ex dividend of the share price. The above repurchase price shall also meet the relevant requirements of relevant laws and regulations and relevant regulations of Shanghai Stock Exchange on repurchase price. 7、 Source of funds for repurchase
The source of funds used to repurchase shares this time is the company’s own funds. 8、 Term of share repurchase
1. The implementation period of share repurchase shall not exceed 12 months from the date when the board of directors of the company deliberates and approves the repurchase plan. If the following conditions are met, the repurchase period will expire in advance:
(1) If the repurchase amount reaches the maximum within this period, 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.
The board of directors of the company will make the repurchase decision and implement it according to the market conditions during the repurchase period.
2. The company shall not repurchase shares during the following periods:
(1) Within 10 trading days before the announcement of the company’s regular report, performance forecast and performance express;
(2) From the date of occurrence of major events that may have a significant impact on the stock trading price of the company or in the process of decision-making to the date of disclosure according to law;
(3) Other circumstances prescribed by the CSRC and the Shanghai Stock Exchange.
During the implementation of the repurchase plan, 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. 9、 Expected changes in the company’s equity structure after repurchase
Assuming that the company will repurchase up to 1.2 billion yuan of total funds in this plan and repurchase shares at 60.22 yuan / share, it is estimated that about 19926934 shares can be repurchased.
Assuming that all the repurchased shares are used to implement the employee stock ownership plan or equity incentive and are locked up, the changes in the company’s equity structure are expected to be as follows:
Nature of shares before and after repurchase
Proportion of number of shares (shares) to total share capital proportion of number of shares (shares) to total share capital
Limited sales note 0 0199269340.31% circulating shares
Unlimited sales note 6379 Jiangsu Huachang Chemical Co.Ltd(002274) 100% 635907534099.69% circulating shares
Total 63 Tecon Biology Co.Ltd(002100) %
The above calculation data are only for reference, and the specific number of shares repurchased and the actual changes in the company’s structure shall be subject to the subsequent implementation.
10、 Opinions of independent directors on compliance, necessity, rationality and feasibility of the share repurchase plan
The independent directors of the company expressed the following independent opinions on the repurchase of the company’s shares by means of centralized bidding:
1. The shares repurchased by the company this time comply with the provisions of laws, regulations and normative documents such as the company law, the securities law, the rules for share repurchases of listed companies, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 7 – share repurchases. The convening, convening and voting procedures of the board of directors of the company comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
2. The company’s share repurchase is conducive to improving the long-term incentive mechanism of the company’s employees, fully mobilizing the enthusiasm of employees, enhancing investors’ confidence in the company’s future development, enhancing investors’ recognition of the company’s value, and contributing to the sustainable development of the company.
3. This repurchase is implemented in the form of centralized bidding, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
4. The capital source of this share repurchase is the company’s own funds. This repurchase will not have a significant impact on the company’s operation, finance, R & D, capital status and future development. This share repurchase is reasonable and feasible, will not affect the company’s listing status, and will not damage the legitimate rights and interests of the company and shareholders.
In conclusion, we believe that the share repurchase complies with the provisions of relevant laws, regulations and normative documents, and the repurchase scheme is reasonable and feasible, which is in line with the interests of the company and all shareholders. Therefore, we agree that the company will implement this share repurchase.
11、 The management’s analysis on the possible impact of this share repurchase on the company’s operation, profitability, finance, R & D, debt performance, future development and maintaining its listing status
As of September 30, 2021 (Unaudited), the total assets of the company were 38.95 billion yuan, the net assets attributable to shareholders of listed companies were 34.237 billion yuan, and the current assets were 30.358 billion yuan. The share repurchase fund comes from the company’s own funds. Assuming that the upper limit of 1.2 billion yuan (including) of the repurchase fund is fully used, according to the financial data on September 30, 2021, the proportion of the repurchase fund in the total assets of the company, the net assets attributable to the shareholders of the listed company and the current assets is small. According to the company’s current operation, finance and future development plan, the company believes that this share repurchase will not have a significant adverse impact on the company’s continuous operation and future development, nor will it have a significant adverse impact on the company’s profitability, debt performance and R & D capacity; The implementation of the repurchase plan will not lead to the change of the company’s control. 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.
The company’s share repurchase is used to implement the equity employee stock ownership plan or equity incentive, which is conducive to improving the long-term incentive mechanism of the company’s employees, fully mobilizing the enthusiasm of employees, enhancing the company’s core competitiveness, improving the company’s overall value and promoting the company’s long-term, healthy and sustainable development. 12、 Whether the directors, supervisors, controlling shareholders and actual controllers of the listed company buy and sell the shares of the company within 6 months before the board of directors makes the share repurchase resolution, and whether there is a conflict of interest with the repurchase plan, insider trading and market manipulation
According to the self-examination, within six months before the board of directors made the share repurchase resolution, Ms. Zou Jianjun, the senior manager of the company, reduced 40000 shares of the company on November 10, 2021, and Mr. Sun Xugen, the senior manager of the company, reduced 40000 shares of the company on November 16, 2021.
Within six months before the board of directors made a resolution to repurchase shares, the Company repurchased and cancelled the restricted shares of directors and senior managers who were granted restricted shares for incentive due to the company’s termination of the 2020 restricted stock incentive plan.
In addition to the above circumstances, the directors, supervisors, controlling shareholders and actual controllers of the company did not buy or sell the company’s shares within 6 months before the board of directors made the share repurchase resolution, nor did they conduct insider trading and market manipulation alone or jointly with others. 13、 Listed companies ask directors, supervisors, senior executives, controlling shareholders, actual controllers and shareholders holding more than 5% of the shares whether there is a specific situation of the reduction plan in the next three months and the next six months
The company has sent inquiries to the directors, supervisors, controlling shareholders, actual controllers and shareholders holding more than 5% of the shares respectively. The replies received are as follows:
As of the date when the board of directors deliberated and approved the repurchase plan, the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company had no reduction plan in the next three months and six months. If the above entities plan to implement the share reduction plan in the future, the company will timely perform the obligation of information disclosure in accordance with the requirements of laws, regulations and normative documents.
14、 Relevant arrangements for cancellation or transfer according to law after share repurchase
The shares repurchased this time will be used for employee stock ownership plan or equity incentive. The company will complete the grant or transfer within 36 months after disclosing the results of repurchased shares and the announcement of share changes. If the company fails to use up the repurchased shares within the above-mentioned period, the company will cancel the unused repurchased shares in accordance with the company law, securities law and other laws and regulations, which will be implemented in accordance with relevant laws, regulations and policies. 15、 Relevant arrangements for the company to prevent infringement on the interests of creditors
The repurchased shares are intended to be the stock source of employee stock ownership plan or equity incentive, which will not affect the normal continuous operation of the company and lead to the insolvency of the company. If the company fails or fails to fully implement the above purposes, the company will cancel the unused repurchased shares in accordance with the provisions of relevant laws and regulations, and perform legal procedures such as notifying creditors of the cancellation of shares, so as to fully protect the legitimate rights and interests of creditors. 16、 Specific authorization for handling the share repurchase
In order to ensure the smooth implementation of the company’s repurchase plan, the board of directors authorizes the company’s management to fully handle matters related to the repurchase within the scope of laws and regulations and in accordance with relevant laws, regulations and normative documents, including but not limited to:
1. According to the specific laws, regulations and implementation scope of the repurchase party, and in accordance with the specific laws and regulations of the company
