Securities code: Gansu Shangfeng Cement Co.Ltd(000672) securities abbreviation: Gansu Shangfeng Cement Co.Ltd(000672) Announcement No.: 2022024 Gansu Shangfeng Cement Co.Ltd(000672)
Announcement on the plan of repurchasing shares of the company by means of centralized bidding
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. Types of repurchased shares: domestic listed RMB ordinary shares (A shares)
2. Repurchase amount: no less than RMB 200 million and no more than RMB 300 million;
3. Repurchase price: the share price of this repurchase shall not exceed 25.00 yuan / share (inclusive);
4. Source of funds: self owned funds
5. Purpose of Repurchase: it is intended to implement the employee stock ownership plan or equity incentive plan. If the company fails to implement it, the shares repurchased by the company will be cancelled and the registered capital will be reduced according to law.
6. Number of repurchases: calculated according to the upper limit of share repurchase amount of 300 million yuan and the upper limit of repurchase price of 25.00 yuan / share. If all shares are repurchased at the highest price, the number of shares that can be repurchased is expected to be 12 million shares, accounting for about 1.47% of the 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;
7. Implementation period of Share Repurchase: within 12 months from the date when the board of directors deliberates and approves the share repurchase plan. 8. Relevant risk tips: the company’s stock price continues to exceed the price range disclosed in the repurchase plan, resulting in the risk that the repurchase plan cannot be implemented; The risk that the implementation of the plan will be affected 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.
1、 Review and implementation procedures of this repurchase plan
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for self regulatory supervision of listed companies No. 9 – share repurchase and other relevant provisions, Gansu Shangfeng Cement Co.Ltd(000672) (hereinafter referred to as “the company” or ” Gansu Shangfeng Cement Co.Ltd(000672) “) the proposal on share repurchase by centralized bidding was considered and adopted at the 42nd meeting of the ninth board of directors, The 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.
2、 Main contents of repurchase plan
(I) purpose and purpose of share repurchase
Based on confidence in the company’s future development prospects and recognition of the company’s value, safeguard the interests of investors, enhance investor confidence, establish a good capital market image of the company, promote the long-term and healthy development of the company, establish and improve the company’s long-term incentive and restraint mechanism, improve team cohesion and competitiveness, and fully mobilize the company’s senior managers The enthusiasm of key personnel will help the long-term development of the company. The management of the company plans to pay no less than RMB 200 million in accordance with the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, taking into account the recent secondary market performance of the company’s shares, combined with the company’s financial status, operation, future profitability and development prospects, Repurchase the company’s shares with its own funds of no more than RMB 300 million. The specific amount of shares repurchased shall be subject to the actual amount repurchased at the expiration of the repurchase period.
The shares repurchased this time are intended to be used to implement the employee stock ownership plan or equity incentive plan. If the company fails to implement it, the shares repurchased by the company will be cancelled and the registered capital will be reduced according to law.
(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 25.00 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 (calculated by dividing the total trading volume of shares by the total trading volume of shares) in the 30 trading days before the board of directors adopts the share repurchase resolution.
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) total amount and source of funds for share repurchase
The capital source of this share repurchase is the company’s own funds, with a total capital of no less than RMB 200 million and no more than RMB 300 million. The specific amount of shares repurchased shall be subject to the actual amount repurchased at the expiration of the repurchase period.
(V) type, quantity and proportion of shares to be repurchased in the total share capital of the company
The type of shares repurchased this time is A-share social public shares issued by the company. The maximum number of shares to be repurchased at the expiration of the repurchase period is estimated to be RMB 12000 / 250000, which is based on the maximum number of shares to be repurchased at the expiration of the repurchase period.
(VI) implementation period of share repurchase
The implementation period of this share 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 within this period, the repurchase period will expire in advance:
1. If the size of the repurchased shares reaches the maximum within the repurchase period, the repurchase plan will be implemented, and 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.
3. 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 disclosure to the date of the company’s decision-making, or from the date of major events that may have a significant impact on the company’s stock price;
(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) period of validity of the resolution
The validity period of this share repurchase resolution is 12 months from the date when the board of directors deliberates and adopts the share repurchase plan. (VIII) estimated changes in the company’s equity structure after the repurchase
1. If the repurchase is calculated according to the upper limit of repurchase amount of RMB 300 million and the upper limit of repurchase price of RMB 25.00/share, the number of shares that can be repurchased is expected to be 12 million shares, accounting for about 1.47% of the total share capital of the company.
According to the current capital structure of the company, the changes of the company’s equity after the completion of share repurchase are expected to be as follows:
Before and after share repurchase
Quantity (share) proportion quantity (share) proportion
Tradable shares subject to sales restrictions: 0.00% 120 Ping An Bank Co.Ltd(000001) .47%
Tradable shares without sale conditions 813619871100.00% 80161987198.53%
Total share capital 813619871100.00%
2. If the repurchase is calculated according to the lower limit of repurchase amount of RMB 200 million and the upper limit of repurchase price of RMB 25.00/share, the number of shares that can be repurchased is expected to be 8 million shares, accounting for about 0.98% of the total share capital of the company. According to the current capital structure of the company, the changes of the company’s equity after the completion of share repurchase are expected to be as follows:
Before and after share repurchase
Quantity (share) proportion quantity (share) proportion
Tradable shares subject to restrictions 0.00% 80 China Baoan Group Co.Ltd(000009) 8%
Tradable shares without restrictions 813619871100.00% 80561987199.02%
Total share capital 813619871100.00% 80561987199.02%
The company does not have the right to participate in the above matters before voting on the proposed share repurchase. 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.
(IX) 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 September 30, 2021, the total assets of the company were 128062976 million yuan, the net assets attributable to the shareholders of the listed company were 76933228 million yuan, the undistributed profit was 76577371 million yuan, the balance of monetary funds was 17165274 million yuan, and the company was in good financial condition. Assuming that the maximum repurchase amount of 300 million yuan is used up, according to the financial data on September 30, 2021, the repurchase funds account for about 2.34% of the company’s total assets and about 3.90% of the net assets attributable to the shareholders of the listed company. According to the company’s current operation, financial situation and future development plan, the company believes that the use of no more than RMB 300 million for share repurchase will not have a significant impact on the company’s business activities, financial situation and future major development.
According to the calculation of the upper limit of repurchase amount of 300 million yuan and the upper limit of repurchase price of 25.00 yuan / share, the number of share repurchases is 12 million shares, which does not exceed 1.47% of the company’s current total share capital. After the repurchase, there will be no significant change in the company’s equity structure. The company’s equity distribution meets the conditions for the company’s listing. Therefore, the repurchase will not lead to the company’s non-compliance with the listing conditions.
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.
(x) 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 an 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 6 months from the date when the board of directors adopted the resolution on the 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, shareholders holding more than 5% of the company’s shares are expected to have no plan to reduce their shares in the next six months. （11） 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
The shares repurchased this time will be used for equity incentive or employee stock ownership plan. If the company fails to implement the above purpose within 36 months after the completion of share repurchase, the unused part will be cancelled according to relevant procedures. At that time, the company will timely perform the obligation of information disclosure according to the specific implementation, and perform legal procedures such as notifying creditors of cancellation of shares and reduction of registered capital in accordance with the relevant provisions of the company law of the people’s Republic of China, so as to fully protect the legitimate rights and interests of creditors.
3、 Opinions of independent directors on the share repurchase plan
1. The company’s share repurchase plan complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies No. 9 – share repurchase and other laws, regulations and normative documents, as well as the relevant provisions of the articles of Association. The voting procedures at the meeting of the board of directors to review the matter are legal and compliant.
2. The shares repurchased this time are used for employee stock ownership plan or equity incentive, which is conducive to the establishment of perfect long-term incentive
