Securities code: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) securities abbreviation: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) Announcement No.: 2022038 Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Plan on the company’s repurchase of some public shares
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. Upon deliberation and approval of the 27th meeting of the 5th board of directors of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as “the company”), the company plans to use its own funds to repurchase part of the company’s social public shares in the form of centralized bidding transaction, and all the repurchased shares will be used for equity incentive plan or employee stock ownership plan. The total amount of this repurchase is 200 million yuan to 40 million yuan, and the repurchase price does not exceed 19.70 yuan / share (inclusive). Calculated according to the maximum repurchase capital of 40 million yuan and the maximum repurchase price of 19.70 yuan / share, the shares to be repurchased are 200345 million shares, which does not exceed 1.32% of the total issued share capital of the company; According to the calculation of the lower limit of the total repurchase amount of RMB 200 million and the upper limit of the repurchase price of RMB 19.70/share, the shares to be repurchased are 10152300 shares, which is not less than 0.66% of the total issued share capital of the company. The implementation period of repurchase is within 12 months from the date of deliberation and approval of the general meeting of shareholders. The share repurchase plan needs to be submitted to the general meeting of shareholders of the company for deliberation and approval before it can be implemented.
2. On December 7, 2021, the company opened the website at www.cn.info.com.cn The pre disclosure announcement on the share reduction plan of supervisors (Announcement No.: 2021101) was disclosed. Ms. Wang Qiong, chairman of the board of supervisors of the company, plans to reduce the shares of the company by centralized bidding within 6 months after 15 trading days from the date of disclosure of the above announcement, accounting for no more than 829688 shares, accounting for 0.05% of the total shares of the company at that time.
In addition to the above disclosed reduction plan, it is confirmed that as of the disclosure date of this announcement, the company’s directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert have no clear reduction plan in the next six months;
Some shares of the company held by Jinhui International Enterprise Co., Ltd. (hereinafter referred to as “Jinhui international”), a shareholder holding more than 5% of the company’s shares, have been auctioned by the judiciary. In the future, Jinhui international and its persons acting in concert will not rule out the possibility of continuing to reduce their shares of the company for the above reasons.
If the above personnel have relevant share reduction plans in the future, the company will timely perform the obligation of information disclosure in accordance with the requirements of laws, regulations and normative documents.
3. Risk tips:
(1) The repurchase plan needs to be deliberated and approved by the general meeting of shareholders of the company, and there is a risk that the repurchase cannot be implemented smoothly due to failure to pass the deliberation of the general meeting of shareholders;
(2) The funds for this share repurchase come from the company’s own funds or self raised funds. There is a risk that the repurchase plan cannot be implemented or can only be partially implemented due to the failure to raise the funds required for share repurchase;
(3) The repurchase plan may face the risk that the company’s stock price continues to exceed the upper limit of the repurchase price during the repurchase period, which may lead to the failure or partial implementation of the repurchase plan;
(4) This share repurchase is used for equity incentive plan or employee stock ownership plan. There are risks of uncertain factors such as the failure of the equity incentive plan or employee stock ownership plan to be deliberated and approved by the company’s board of directors, the general meeting of shareholders and other decision-making bodies, the abandonment of the subscription of shares by the shareholding objects, and the company’s failure to transfer the repurchased shares to the shareholding objects within 36 months after the completion of the repurchase. In case of the above circumstances that cannot be granted, there is a risk that the repurchased but not granted shares will be cancelled according to law;
(5) There is a risk that the regulatory authorities will issue new regulations and requirements for the share repurchase of listed companies, resulting in the repurchase plan not meeting the new regulatory regulations and requirements, which cannot be implemented or needs to be adjusted.
1、 Main contents of repurchase plan
(I) purpose and purpose of share repurchase
1. The purpose of Share Repurchase: Based on the confidence in the future development of the company, effectively safeguard the interests of the majority of shareholders and enhance the confidence of investors. At the same time, combined with the actual financial and operating conditions of the company, the company plans to repurchase shares.
2. Purpose of repurchased shares: all the repurchased shares are intended to be used for equity incentive plan or employee stock ownership plan. If the company fails to implement the above purpose within 36 months after the completion of share repurchase, the shares repurchased by the company will be cancelled according to law.
(II) the repurchased shares meet the relevant conditions
The shares repurchased by the company this time comply with Article 7 of the rules for share repurchases of listed companies and Article 10 of the self regulatory guidelines for 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 the share repurchase, the company has the ability of sustainable operation and debt performance;
4. After the share repurchase, the equity distribution of the company meets the listing conditions;
5. Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
(III) method and price of shares to be repurchased
1. The way to repurchase shares: through the stock trading system of Shenzhen Stock Exchange in the form of centralized bidding transaction.
2. Price of shares to be repurchased:
The price of the shares repurchased this time shall not exceed 19.70 yuan / share, and shall not exceed 150% of the average trading price of the company’s shares 30 trading days before the company’s board of directors deliberated and adopted the share repurchase resolution. The actual repurchase price shall be determined by the company’s management authorized by the board of directors in combination with the company’s stock price, financial status and operating conditions during the implementation of the repurchase.
In case of ex right and ex dividend matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, stock subdivision, stock reduction, share allotment and others during the period of share repurchase, the price of the repurchased shares shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock exchange from the date of ex right and ex dividend of the share price.
(IV) types of shares to be repurchased, total amount of funds to be repurchased, quantity and proportion in the total share capital of the company
1. Type of repurchased shares: RMB ordinary shares (A shares) issued by the company.
2. Total funds to be used for Repurchase:
The total amount of repurchase funds is 200 million yuan – 40 million yuan. The specific total amount of repurchase funds shall be subject to the total amount of funds actually used.
3. Number of shares to be repurchased and proportion in the total share capital of the company:
According to the calculation of the upper limit of total repurchase funds of RMB 400 million and the upper limit of repurchase price of RMB 19.70/share, the shares to be repurchased are 200345 million shares, which does not exceed 1.32% of the total issued share capital of the company; According to the calculation of the lower limit of the total repurchase amount of RMB 200 million and the upper limit of the repurchase price of RMB 19.70/share, the shares to be repurchased are 10152300 shares, which is not less than 0.66% of the total issued share capital of the company.
The specific number of shares to be repurchased shall be subject to the actual number of shares repurchased by the company at the expiration or completion of the repurchase.
(V) source of funds for share repurchase
All the funds for this share repurchase are the company’s own funds or self raised funds.
(VI) implementation period of share repurchase
1. The implementation period of share repurchase shall be within 12 months from the date of deliberation and approval by the general meeting of shareholders. If the following conditions are met, the repurchase period will expire in advance:
(1) Within the repurchase period, if the amount of repurchase funds reaches the maximum, the implementation of the repurchase plan is completed, that is, the repurchase period expires ahead of schedule;
(2) If the general meeting of shareholders of the company decides to terminate the repurchase plan, the repurchase period shall expire in advance from the date when the general meeting of shareholders decides to terminate the repurchase plan.
2. The company shall not repurchase its shares during the following periods:
(1) Within ten trading days before the announcement of the company’s annual report and semi annual report, the public announcement is postponed due to special reasons
(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 stock trading price of the company or in the process of decision-making to the date of disclosure according to law;
(4) Other circumstances prescribed by the CSRC.
3. The company’s share repurchase shall meet the following requirements:
(1) The entrustment price shall not be the price limited by the trading increase of the company’s shares on the same day;
(2) No entrustment of share repurchase shall be made within the opening call auction of the exchange, half an hour before the closing and within the trading day when the stock price has no limit on rise or fall.
4. 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 stipulated by the CSRC and the exchange. In case of such circumstances, the company will disclose in time whether to postpone the implementation.
(VII) expected changes in the company’s equity structure after the completion of repurchase
1. Assuming that the upper limit of the repurchase amount is 40 million yuan, the upper limit of the repurchase price is 19.70 yuan / share, and the repurchase is fully implemented, the number of repurchases is 200345 million shares, accounting for about 1.32% 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 locked up, the changes in the company’s share capital structure are expected to be as follows:
Before and after this change
Types of shareholders
Number of shares (shares) shareholding ratio (%) number of shares (shares) shareholding ratio (%)
1、 Shares with limited sales conditions 22288684014.44% 24319134015.76%
2、 Shares with unlimited sales conditions 132028953985.56% 129998503984.24%
Total share capital 1543176379100.00%
2. Assuming that the lower limit of the repurchase amount is 200 million yuan and the upper limit of the repurchase price is 19.70 yuan / share, and all the repurchase has been implemented, the repurchase quantity is 101523 million shares, accounting for about 0.66% 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 locked up, the changes in the company’s share capital structure are expected to be as follows:
Before and after this change
Types of shareholders
Number of shares (shares) shareholding ratio (%) number of shares (shares) shareholding ratio (%)
1、 Shares with limited sales conditions 22288684014.44% 23303914015.10%
2、 Shares with unlimited sales conditions 132028953985.56% 131013723984.90%
Total share capital 1543176379100.00%
(VIII) the management’s analysis on the impact of this share repurchase on the company’s operation, finance, R & D, debt performance ability, future development and maintaining its listing status
As of December 31, 2021 (audited), the total assets of the company are 88594465 million yuan, the net assets attributable to shareholders of listed companies are 31364751 million yuan, and the current assets are 53898082 million yuan. Assuming that the upper limit of the repurchase fund of RMB 400 million is fully used, the proportion of the repurchase amount in the total assets of the listed company, net assets attributable to shareholders of the listed company and current assets is 4.51%, 12.75% and 7.42% respectively.
In 2021, the company achieved an operating revenue of 52617462 million yuan, a year-on-year increase of 53.60%; The net profit attributable to the shareholders of the listed company was 5001623 million yuan, a year-on-year increase of 171.71%; The net cash flow from operating activities was 337847 million yuan, a year-on-year increase of 84.63%. With the continuous growth of the company’s assets and business scale, the demand for daily working capital is also increasing. In order to ensure the normal production and operation activities of the company, in addition to maintaining a healthy cash inflow from operating activities, the company needs to maintain a certain scale of interest bearing liabilities. In 2021, the company’s interest bearing liabilities were 1978069000 yuan. After deducting 1155 million yuan of real debt of famous shares, the interest bearing liabilities were 823069000 yuan, accounting for 14.38% of the total liabilities
In 2021, the company has completed the divestiture of the loss making business of the original listed company. At present, more than 97% of the company’s operating income comes from the main CNC machine tool and other high-end intelligent equipment business. It has a good profit situation, continuous improvement of operating cash flow, low interest bearing debt ratio and strong solvency.
According to the repurchase plan, the repurchase funds will be paid at the right time during the repurchase period, which is flexible
