Securities code: Guangdong Tapai Group Co.Ltd(002233) securities abbreviation: Guangdong Tapai Group Co.Ltd(002233) Announcement No.: 2022012 Guangdong Tapai Group Co.Ltd(002233)
Announcement on share repurchase plan 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 material omissions.
Important content tips:
1. Types of repurchased shares: domestic listed RMB ordinary shares (A shares).
2. Purpose of Repurchase: the shares repurchased this time are intended to be used by the company to implement the employee stock ownership plan.
3. Repurchase price range: the share repurchase price shall not exceed 12.5 yuan / share (inclusive).
4. Repurchase quantity and total capital: the total capital of this share repurchase is not more than 400 million yuan (inclusive) and not less than 200 million yuan (inclusive). Under the condition that the price of repurchased shares does not exceed 12.5 yuan / share (inclusive), according to the calculation of the upper limit of repurchased amount, the number of repurchased shares is expected to be about 32 million shares, accounting for about 2.68% of the company’s current total share capital of 119275016 shares; According to the calculation of the lower limit of the repurchase amount, the number of shares repurchased is expected to be about 16 million, accounting for about 1.34% 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, and the total number of shares repurchased shall not exceed 10% of the total issued shares of the company. 5. Term of Repurchase: within 12 months from the date when the repurchase plan is considered and approved by the board of directors.
6. Source of funds: self owned funds.
7. Whether there is a shareholding reduction plan of more than 5% disclosed by shareholders.
8. Relevant risk tips: if the stock price continues to exceed the upper limit of the repurchase price disclosed in the repurchase plan during the repurchase period or the funds required for the repurchase are not raised in place, it may lead to the risk that the repurchase cannot be implemented or can only be partially implemented. This repurchase plan does not represent the company’s commitment to repurchase the company’s shares in the secondary market. The company will choose the opportunity to make a repurchase decision and implement it according to the market conditions within the repurchase period. Please pay attention to the investment risks.
In accordance with the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and the relevant provisions of the articles of association, the company plans to repurchase some of the company’s shares. The details are as follows:
1、 Main contents of repurchase plan
(I) purpose of share repurchase
Based on the confidence in the company’s future development and recognition of the company’s value, in order to effectively safeguard the interests of the majority of shareholders, enhance investor confidence and further improve the company’s long-term incentive mechanism, the company plans to repurchase shares with its own funds after comprehensively considering the company’s development strategy, operation, financial status, future profitability and other factors.
(II) the repurchased shares meet the relevant conditions
The shares repurchased by the company this time meet the relevant conditions of Article 10 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchases:
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 this share repurchase, the company has the ability to perform its debts and the ability of sustainable operation;
4. After this share repurchase, the equity distribution of the company still meets the listing conditions;
5. Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
(III) method and price range of share repurchase
1. This repurchase is planned to adopt the method of centralized bidding.
2. The repurchase price shall not exceed 12.5 yuan / share (inclusive), and the upper limit of the repurchase price shall not exceed 150% of the average trading price of the company’s shares in the 30 trading days before the board of directors adopts the share repurchase resolution (calculated by dividing the total trading volume of shares in the 30 trading days before the board of directors adopts the share repurchase resolution by the total trading volume of shares).
If the company distributes dividends, bonus shares, increases share capital and other ex right and ex interest matters during the repurchase period, the upper limit of the repurchase price shall be adjusted accordingly from the date of ex right and ex interest of the share price.
(IV) type, purpose and quantity of shares to be repurchased, proportion in the total share capital of the company and total amount of funds to be repurchased 1. Type of shares to be repurchased
The type of this repurchase is domestic listed RMB ordinary shares (A shares).
2. Purpose of repurchase
The shares repurchased this time will be used to implement the employee stock ownership plan of the company.
3. Number of shares to be repurchased and proportion in total share capital
Under the condition that the price of repurchased shares does not exceed 12.5 yuan / share (inclusive), according to the calculation of the upper limit of repurchased amount, the number of repurchased shares is expected to be about 32 million shares, accounting for about 2.68% of the company’s current total share capital of 119275016 shares; According to the calculation of the lower limit of the repurchase amount, the number of shares repurchased is expected to be about 16 million, accounting for about 1.34% 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, and the total number of shares repurchased shall not exceed 10% of the total issued shares of the company. If the company distributes dividends, bonus shares, increases share capital and other ex rights and ex interests during the repurchase period, the number of repurchased shares shall be adjusted accordingly from the date of ex rights and ex interests of the share price.
4. Total repurchase funds
The total amount of funds for this share repurchase shall not exceed 400 million yuan (inclusive) and not be less than 200 million yuan (inclusive). The specific total amount of funds for share repurchase shall be subject to the total amount of funds actually used for share repurchase at the expiration of the repurchase period.
(V) source of funds for share repurchase
The source of funds that the company intends to use for this share repurchase is the company’s own funds. As of December 31, 2021, the company’s asset liability ratio was 15.03%, and its cash flow was in good condition. After a comprehensive analysis of the company’s financial situation, the company decided to use its own funds for this repurchase. The implementation of this repurchase will not affect the company’s debt performance ability and sustainable operation ability, and will not increase the company’s financial risk.
(VI) implementation period of share repurchase
The implementation period of this share repurchase is 12 months from the date when the board of directors deliberates and approves the repurchase plan.
During the implementation of the repurchase plan, if the trading of the company’s shares has been suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period can be postponed. After the postponement, it shall not exceed the maximum period specified by the CSRC and Shenzhen Stock Exchange. In case of such situation, the company will disclose in time whether to postpone the implementation.
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 this period, the implementation of the repurchase plan will be completed, and the repurchase period will expire in advance from that date.
(2) If the number of shares repurchased within this period reaches 10% of the total issued shares of the company, the implementation of the repurchase plan is completed and the repurchase period expires in advance from that date.
(3) 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 its shares within 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.
Within the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions.
(VII) expected changes in the company’s equity structure after repurchase
Under the condition that the price of repurchased shares does not exceed 12.5 yuan / share (inclusive), the number of repurchased shares is expected to be about 32 million shares according to the calculation of the upper limit of repurchase amount of 400 million yuan (inclusive); According to the calculation of the lower limit of repurchase amount of 200 million yuan (inclusive), the number of shares repurchased is expected to be about 16 million shares. If all the repurchased shares are used in the company’s later employee stock ownership plan as planned, the total share capital of the company will not change; If the company fails to implement the above purpose within 36 months after the completion of share repurchase, or the repurchased shares are not fully used for the above purpose, the unused part will be cancelled according to law, and the total share capital of the company will be reduced accordingly.
(VIII) the management’s analysis on the impact of this share repurchase on the company’s operation, profitability, finance, R & D, debt performance ability, future development and maintaining the listing status, and all directors’ commitment that this share repurchase will not damage the debt performance ability and sustainable operation ability of the listed company
As of December 31, 2021, the total assets of the company were 13.828 billion yuan, and the net profit attributable to shareholders of Listed Companies in 2021 was 1.836 billion yuan. Assuming that the upper limit of the repurchase amount of RMB 400 million is fully used, according to the financial data on December 31, 2021, the repurchase fund accounts for 2.89% of the company’s total assets and 21.78% of the company’s net profit attributable to the shareholders of the listed company in 2021. Considering the actual operation and future development of the company, the company believes that the maximum repurchase amount of RMB 400 million will be used for repurchase, and the repurchase funds will be paid at the right time during the repurchase period, which has a certain flexibility. Moreover, the repurchase of shares is not for the purpose of cancellation, which will not affect the company’s R & D ability, profitability, debt performance ability and sustainable operation ability, and will not affect the company’s operation It will have a significant impact on finance and future development, and will not change the company’s status as a listed company.
The company’s share repurchase is intended to implement the employee stock ownership plan, which is conducive to improving the company’s long-term incentive mechanism, improving employee cohesion and company competitiveness, realizing the company’s long-term sustainable development, improving investor confidence, safeguarding the interests of minority shareholders and creating conditions for shareholders to bring sustained and stable returns.
All directors of the company promise that they 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.
(IX) the company’s directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert buy and sell the company’s shares 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 or 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
1. According to the self-examination, the company’s directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert did not buy or sell the company’s shares six months before the board of directors made the share repurchase resolution.
2. According to the self inspection, the company’s directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert do not conduct insider trading and market manipulation alone or jointly with others.
3. The company has sent inquiries to all directors, supervisors, senior managers, controlling shareholders and actual controllers about whether there is a plan to increase or decrease holdings during the repurchase period. According to the reply received by the company: within 12 months from the date when the board of directors adopted the resolution on this repurchase plan, there is no plan for directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert to increase or decrease their shares in the company.
4. The company has sent inquiries to shareholders holding more than 5% of shares about the reduction plan in the next six months. According to the reply received by the company: Mr. Zhang Nengyong and Mr. Xu Yongshou, shareholders holding more than 5%, expect to have a stock reduction plan in the next six months and have disclosed the relevant reduction plan; Mr. Zhong liehua and Ms. Peng Qian, shareholders holding more than 5%, expect that there is no plan to reduce the company’s shares in the next six months.
(x) relevant arrangements for cancellation or transfer according to law after share repurchase, as well as relevant arrangements for preventing infringement on the interests of creditors
1. The shares repurchased this time are intended to be used to implement the employee stock ownership plan. If the company fails to use the repurchased shares within 36 months after the implementation of share repurchase, the unused repurchased shares will be cancelled, which will be implemented in accordance with relevant laws, regulations and policies.
2. The repurchase of shares will not affect the normal continuous operation of the company and will not lead to the insolvency of the company. If the company cancels the repurchased shares, it will notify the creditors in accordance with the company law and other relevant provisions to fully protect the legitimate rights and interests of the creditors.
2、 Review procedure of repurchase plan
On March 14, 2022, the 19th meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on repurchase of shares of the company one by one, and the independent directors expressed their agreed independent opinions on the repurchase of shares. In accordance with the guidelines for self regulation of listed companies No. 9 – share repurchase and the articles of association, this repurchase plan 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.
3、 Opinions of independent directors
1. The company’s share repurchase plan complies with the relevant provisions of the company law, the securities law, the opinions on supporting the repurchase of shares by listed companies, the share repurchase rules of listed companies, the self regulatory guidance of listed companies No. 9 – repurchase of shares, and the deliberation and voting procedures of the board of directors comply with the relevant provisions of laws and regulations and the articles of association.
2. The company’s share repurchase is intended to implement the employee stock ownership plan, which is conducive to establishing and improving the benefit sharing and risk sharing mechanism between the company, shareholders and employees, fully mobilize the enthusiasm of the company’s employees, promote the sustainable and healthy development of the company, and bring sustained and stable returns to shareholders. This share repurchase is necessary.
3. The capital of the company’s share repurchase this time comes from the company’s own funds, and the repurchase price is fair and reasonable. This repurchase will not have a significant impact on the company’s operation, profitability, financial status and future development, and will not affect the company’s listing status. Shares repurchased this time
