Securities code: Kangda New Materials(Group) Co.Ltd(002669) securities abbreviation: Kangda New Materials(Group) Co.Ltd(002669) Announcement No.: 2022032 Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd
Announcement on share repurchase plan of the company (Phase V)
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. Purpose, quantity, total amount of funds, repurchase period, repurchase price or price range of the shares to be repurchased Kangda New Materials(Group) Co.Ltd(002669) material (Group) Co., Ltd. (hereinafter referred to as “the company” or ” Kangda New Materials(Group) Co.Ltd(002669) “) intends to use its own funds at a price not exceeding RMB 20.00/share (inclusive), The public shares issued by some companies are repurchased from the secondary market by means of centralized bidding transaction for the later implementation of employee stock ownership plan or equity incentive. The total amount to be repurchased this time shall not be less than 20 million yuan (inclusive) and not more than 40 million yuan (inclusive). The number of shares repurchased shall not exceed 10% of the total issued shares of the company, and the repurchase price shall not exceed 20.00 yuan / share (inclusive). The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period. The implementation period of this share repurchase is within 12 months from the date when the board of directors of the company deliberates and approves the repurchase plan. 2. Risk tips
(1) In this repurchase, there is a risk that the company’s stock price exceeds the price disclosed in the repurchase plan, resulting in the impossibility or partial implementation of the repurchase plan;
(2) If major events that have a significant impact on the trading price of the company’s shares occur or the company decides to terminate the share repurchase plan, there is a risk that the share repurchase plan will not be implemented smoothly;
(3) The repurchased shares will be used in the equity incentive plan or employee stock ownership plan. There is a risk that the repurchased shares cannot be fully granted due to the failure of the equity incentive plan or employee stock ownership plan to be deliberated and approved by the decision-making bodies such as the board of directors or the general meeting of shareholders, and the incentive objects give up the subscription of shares, There is a risk of failing to transfer the repurchased shares to the equity incentive plan or employee stock ownership plan at the expiration of the validity period of the special repurchase account.
The above risks may prevent the smooth implementation of this repurchase plan. Please pay attention to the investment risks. In order to promote the healthy, stable and long-term development of the company, safeguard the interests of the majority of shareholders and enhance the confidence of investors, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for share repurchase of listed companies, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, and the stock listing rules of Shenzhen Stock Exchange According to the articles of association and other relevant provisions, the company plans to repurchase part of the company’s A-share social public shares (hereinafter referred to as “this repurchase”), as follows:
1、 Review procedure of repurchase plan
On February 14, 2019, the company held the first extraordinary general meeting of shareholders in 2019, deliberated and approved the proposal on Amending the articles of association. According to the company law implemented on October 26, 2018, the company amended some provisions related to share repurchase in the articles of association. Article XXIII the company’s share repurchase plan and the company’s shareholders’ rights and interests required for the implementation of the company’s share repurchase plan and the company’s articles of association, or the company’s shareholders’ rights and interests required for the implementation of the company’s share repurchase plan and the company’s shareholders’ rights and interests can be used for the implementation of the company’s current articles of association.
On March 14, 2022, the company held the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on share repurchase scheme of the company (Phase V), and the independent directors of the company expressed independent opinions. This proposal does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Main contents of repurchase plan
(I) purpose of the company’s share repurchase
Based on the judgment of the company’s value and firm confidence in the future sustainable development, enhance the confidence of investors and improve the shareholders’ rights and interests. At the same time, in order to establish the company’s medium and long-term incentive mechanism and fully mobilize the enthusiasm and creativity of the company’s core backbone and excellent talents, after comprehensively considering the company’s operating conditions, financial conditions and secondary stock market conditions, The company plans to buy back some public shares of the company by means of centralized bidding transaction.
The shares repurchased this time will be used to implement the equity incentive plan or employee stock ownership plan, and the board of directors of the company will determine the actual implementation progress of share repurchases according to the changes in the securities market.
(II) whether the repurchased shares meet the relevant conditions
The share repurchase plan meets the conditions specified in Article 10 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – Share Repurchase:
(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.
(III) types of shares to be repurchased: RMB ordinary shares (A shares) issued by the company.
(IV) method of Share Repurchase: centralized bidding transaction
(V) price of shares to be repurchased:
The price of the shares repurchased this time is no more than 20.00 yuan / share (inclusive), and the upper limit of the price of the shares repurchased is no more than 150% of the average trading price of the company’s shares 30 trading days before the board of directors passed the repurchase resolution. The specific repurchase price shall be determined during the implementation of the repurchase by integrating the stock price of the company’s secondary market, the company’s financial status and operating conditions. From the date when the board of directors approved the repurchase plan to the completion of the repurchase, if the company implemented bonus shares, conversion of capital reserve to share capital, cash dividends, allotment of shares and other ex rights and ex interests 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 rights and ex interests of share price.
(VI) implementation period of shares to be repurchased:
Within 12 months from the date when the board of directors deliberates and approves the final repurchase plan.
1. If the following conditions are met, the repurchase period will expire in advance:
(1) If the use amount of repurchase funds reaches the maximum within the repurchase period, the repurchase plan will be implemented, that is, the repurchase period will expire 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 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.
(VII) purpose, quantity, proportion in the total share capital of the company, total capital and source of capital of the shares to be repurchased:
The repurchased shares will be used as equity incentive plan or employee stock ownership plan in the later stage.
The total repurchase funds shall be no less than 20 million yuan (inclusive) and no more than 40 million yuan (inclusive). All the funds to be used for share repurchase come from the company’s own funds.
(1) Assuming a total of 40 million yuan is used for repurchase, it is estimated that the number of shares repurchased is about 2 million, accounting for about 0.7921% of the total share capital of the company;
(2) Assuming a total of 20 million yuan is used for repurchase, it is estimated that the number of shares repurchased is about 1 million, accounting for about 0.3961% of the total share capital of the company.
3、 Expected changes in the company’s equity structure after repurchase
1. Assuming that the upper limit of the repurchase amount is 40 million yuan, the upper limit of the repurchase price is 20.00 yuan / share, and the repurchase is fully implemented, the number of repurchases is about 2 million shares, accounting for about 0.7921% of the total share capital of the company.
If all the repurchased shares are used in the employee stock ownership plan or equity incentive plan and are locked up, according to the calculation of the company’s share capital structure as of the date of this announcement, the changes in the company’s share capital structure are expected to be as follows:
Nature of shares before and after repurchase
Quantity (share) proportion quantity (share) proportion
1、 Restricted tradable shares 15044620.60% 35044621.39%
2、 Non tradable shares 25098845999.40% 24898845998.61%
3、 Total share capital 252492921100.00%
2. Assuming that the lower limit of the repurchase amount is 20 million yuan and the upper limit of the repurchase price is 20.00 yuan / share, and all the repurchase is completed, the number of repurchases is about 1 million shares, accounting for about 0.3961% of the total share capital of the company.
If all the repurchased shares are used in the employee stock ownership plan or equity incentive plan and are locked up, according to the calculation of the company’s share capital structure as of the date of this announcement, the changes in the company’s share capital structure are expected to be as follows:
Nature of shares before and after repurchase
Quantity (share) proportion quantity (share) proportion
1、 Restricted tradable shares 15044620.60% 25044620.99%
2、 Non tradable shares 25098845999.40% 24998845999.01%
3、 Total share capital 252492921100.00%
Note: the above shares to be repurchased do not enjoy the right to vote before the implementation of relevant matters, and do not participate in profit distribution, conversion of provident fund into share capital, allotment of shares, pledge and other rights. 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.
4、 Analysis of the possible impact of this share repurchase on the company’s daily operation, finance, R & D, profitability, debt performance ability, future development and maintaining its listing status
As of September 30, 2021 (Unaudited), the total assets of the company were 351766395361 yuan, the net assets attributable to the shareholders of the listed company were 224178386343 yuan, and the current assets were 214691411160 yuan. According to the financial data on September 30, 2021, the upper limit of the total repurchase funds is RMB 40 million, accounting for 1.14%, 1.78% and 1.86% of the company’s total assets, net assets attributable to shareholders of listed companies and current assets respectively. According to the company’s current operation, financial situation and future development plan, the company believes that the share repurchase amount of RMB 40 million (inclusive) will not have a significant impact on the company’s business activities, financial situation and future development.
This share repurchase is used for equity incentive plan or employee stock ownership plan, which is conducive to the formation of a good and balanced value distribution system, the establishment of benefit sharing and restraint mechanism, the full mobilization of the enthusiasm and creativity of incentive objects, the closer integration of their interests with the long-term development of the company, and the realization of sustainable development of the enterprise.
After the implementation of the repurchase, the controlling shareholder of the company is still Tangshan financial holding industry incubator Group Co., Ltd. and the actual controller is still the state owned assets supervision and Administration Commission of Tangshan Municipal People’s government, which will not change the control right of the company or the location of the company’s listed company, and the equity distribution of the company still meets the conditions for listing.
All directors promise to be honest, trustworthy, diligent and responsible in this share repurchase, and safeguard the interests of the company and the legitimate rights and interests of shareholders. This repurchase will not damage the debt performance ability and sustainable operation ability of the listed company.
5、 Directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the listed company buy and sell the shares of the company within six months before the board of directors makes the share repurchase resolution, whether there is any explanation of insider trading and market manipulation alone or jointly with others, and the increase and 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
(I) the company disclosed the pre disclosure announcement on the share reduction plan of the company’s directors and executives (Announcement No.: 2021116) on November 23, 2021, and the progress announcement on the share reduction of the company’s directors and executives (Announcement No.: 2022023) on March 12, 2022 From December 14, 2021 to December 29, 2021, general manager Yao Qisheng reduced 193200 shares by means of centralized bidding; On December 29, 2021, Yao Qisheng bought 10000 shares of the company through centralized bidding. Lu Wei, deputy general manager of the company, has not reduced his shares in the company.
In addition, the controlling shareholders, actual controllers and persons acting in concert, other directors, supervisors and senior managers of the listed company did not buy or sell the shares of the company within six months before the board of directors made the share repurchase resolution, nor did they conduct insider trading and manipulate the market alone or jointly with others.
(II) as of the disclosure date of this announcement, in addition to the above disclosed share reduction plan, the company’s controlling shareholders and their persons acting in concert, the company’s directors, supervisors and senior managers have no clear plan to increase or decrease their shares during the repurchase period of the company.
