Securities code: Xiamen Intretech Inc(002925) securities abbreviation: Xiamen Intretech Inc(002925) Announcement No.: 2022032 Xiamen Intretech Inc(002925)
Repurchase Report
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. Xiamen Intretech Inc(002925) (hereinafter referred to as "the company" or " Xiamen Intretech Inc(002925) ") based on confidence in the future development prospects and high recognition of the company's value, in order to further improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of the company's core backbone and excellent employees, and jointly promote the long-term development of the company. On the basis of considering the business development prospect, operation, financial status, future profitability and the recent performance of the company's shares in the secondary market, it is planned to repurchase some public shares through centralized bidding with its own funds through the secondary market. The total capital of this repurchase shall not be less than RMB 100 million (inclusive) and not more than RMB 200 million (inclusive), and the repurchase price shall not exceed RMB 24.90/share (inclusive). According to the calculation of the upper limit of repurchase amount of RMB 200 million and the upper limit of repurchase price of RMB 24.90/share, it is estimated that the number of shares that can be repurchased is about 8032100, accounting for about 1.026% of the total share capital of the company; According to the calculation of the lower limit of repurchase amount of RMB 100 million and the upper limit of repurchase price of RMB 24.90/share, the number of shares that can be repurchased is expected to be about 4016100, accounting for about 0.513% of the total share capital of the company. 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.
2. The shares repurchased this time will be used for employee stock ownership plan or equity incentive. The remuneration and assessment committee of the board of directors will formulate the draft of employee stock ownership plan or equity incentive as soon as possible and submit it to the board of directors and the general meeting of shareholders for deliberation. The company will disclose it in time and perform the corresponding deliberation procedures.
3. The repurchase period is within 12 months from the date when the repurchase plan is considered and approved by the board of directors of the company.
4. The repurchase has been deliberated and approved at the 19th meeting of the 4th board of directors and the 19th meeting of the 4th board of supervisors held by the company on March 16, 2022. In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the articles of association and other relevant provisions, matters related to the repurchase of shares of the company do not need to be submitted to the general meeting of shareholders for deliberation.
5. The company has opened a special securities repurchase account in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
6. There is uncertainty risk that the stock price continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the failure to implement the repurchase plan smoothly or only partially. There is a risk that the repurchased shares cannot be fully granted due to the failure of the ESOP or equity incentive to be deliberated and approved by the decision-making bodies such as the board of directors and the general meeting of shareholders, and the abandonment of subscription by the ESOP or equity incentive objects. The company will fulfill the obligation of information disclosure in time according to the progress of the repurchase. Please pay attention to the investment risk. In accordance with the company law, the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") The relevant provisions of laws, regulations, normative documents and the articles of association, such as the share repurchase rules of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 - share repurchase (hereinafter referred to as "self regulatory guidelines No. 9"), etc, At the 19th meeting of the 4th board of directors held on March 16, 2022, the company deliberated and adopted the proposal on the company's share repurchase scheme by means of centralized bidding, as follows:
1、 Main contents of repurchase plan
(I) purpose of share repurchase
Based on the confidence in the company's future development prospects and high recognition of the company's value, in order to further improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of the company's core backbone and excellent employees, and jointly promote the long-term development of the company, the company is considering the business development prospects, operation, financial status Based on the future profitability and the recent performance of the company's shares in the secondary market, it is planned to buy back the company's shares with its own funds through the secondary market for the implementation of employee stock ownership plan or equity incentive.
(II) the repurchased shares meet the relevant conditions
The company's share repurchase meets the following conditions:
1. The company's shares have been listed for one year.
2. The company has not committed any major illegal act in the last year.
3. After repurchasing shares, the company has the ability of debt performance and sustainable operation.
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.
Therefore, the share repurchase meets the conditions specified in Article 7 of the share repurchase rules of listed companies and Article 10 of the self regulatory guidelines No. 9.
(III) method and price range of share repurchase
The way of share repurchase this time is to repurchase by centralized bidding.
The repurchase price shall not exceed 24.90 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 adopts the repurchase resolution. The actual repurchase price shall be determined by the management authorized by the board of directors during the implementation of the repurchase, taking into account the stock price of the company's secondary market, the company's financial status and operating conditions.
If the company has implemented bonus shares, conversion of capital reserve into 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.
(IV) the type, purpose and quantity of shares to be repurchased, the proportion in the total share capital and the total amount of funds to be repurchased
1. Types of shares to be repurchased
The type of shares repurchased this time is A-share social public shares issued by the company.
2. Purpose of shares to be repurchased
The shares repurchased this time will be used to implement the employee stock ownership plan or equity incentive. The specific implementation method will be determined by the board of directors and the general meeting of shareholders in accordance with relevant laws and regulations.
3. Total amount of shares to be repurchased and proportion of capital to be repurchased
According to the calculation of the upper limit of repurchase amount of RMB 200 million and the upper limit of repurchase price of RMB 24.90/share, it is estimated that the number of shares that can be repurchased is about 8032100, accounting for about 1.026% of the total share capital of the company; According to the calculation of the lower limit of repurchase amount of RMB 100 million and the upper limit of repurchase price of RMB 24.90/share, the number of shares that can be repurchased is expected to be about 4016100, accounting for about 0.513% of the total share capital of the company. 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. If the company has implemented ex rights and ex interest matters such as bonus shares, capital reserve conversion to share capital, and share allotment during the share repurchase period, the number of shares repurchased shall be adjusted accordingly from the date of ex rights and ex interest of the share price.
The total amount of this repurchase shall not be less than RMB 100 million (inclusive) and not more than RMB 200 million (inclusive). (V) source of funds for share repurchase
The capital source of this share repurchase is the company's own funds.
(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 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 use amount of repurchase funds 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 in advance, the repurchase period shall expire in advance from the date of deliberation and approval by the board of directors.
According to the authorization of the board of directors, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions within the repurchase period.
The company shall not repurchase shares during the following window 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 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.
(VII) changes in the company's equity structure after the repurchase is expected to be completed
If the maximum repurchase amount is 200 million yuan and the maximum repurchase price is 24.90 yuan / share, it is estimated that about 8032100 shares can be repurchased, accounting for about 1.026% of the total share capital of the company. Assuming that the repurchased shares will be used for employee stock ownership plan or equity incentive and locked up, the company's equity situation is expected to change as follows:
Before and after repurchase
Class of shares
Quantity (share) proportion (%); quantity (share) proportion (%)
1、 Restricted conditions tradable shares / non tradable shares 479451426.12559772707.15
2、 Non tradable shares 73490327193.8872687114392.85
3、 Total share capital 782848413100.00782848413100.00
According to the calculation of the lower limit of repurchase amount of RMB 100 million and the upper limit of repurchase price of RMB 24.90/share, the number of shares that can be repurchased is expected to be about 4016100, accounting for about 0.513% of the total share capital of the company. Assuming that the repurchased shares will be used for employee stock ownership plan or equity incentive and locked up, the company's equity situation is expected to change as follows:
Before and after repurchase
Class of shares
Quantity (share) proportion (%); quantity (share) proportion (%)
1、 Restricted conditions: tradable shares / non tradable shares 479451426.12519612076.64
2、 Non tradable shares 73490327193.8873088720693.36
3、 Total share capital 782848413100.00782848413100.00
Note: other factors are not considered in the above changes. 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.
(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 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 (Unaudited), the total assets of the company are RMB 8.101 billion, the net assets attributable to shareholders of listed companies are RMB 5.239 billion, the total liabilities are RMB 2.706 billion, the asset liability ratio of the company is 33.40%, the balance of bank deposits and funds used for short-term financial management is RMB 2.678 billion, and the company's financial situation is good. The proportion of the repurchase ceiling amount in the total assets of the company and the net assets attributable to the shareholders of the listed company was 2.47% and 3.82% respectively. The company has sufficient self owned funds to pay the share repurchase.
According to the company's operation, finance, R & D, debt performance ability and future development, the company's management believes that this repurchase will not have a significant adverse impact on the company's operation, finance, R & D and future development.
All directors promise that all directors will be honest, trustworthy, diligent and responsible in the share repurchase of Xiamen Intretech Inc(002925) this time, and safeguard the interests of the company and the legitimate rights and interests of shareholders and creditors. This repurchase will not damage Xiamen Intretech Inc(002925) 's ability to perform its debts and continue its business. After the implementation of this repurchase, the company's control will not change, nor will it change the company's status as a listed company. The equity distribution meets the conditions of a listed company. (IX) whether the directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the listed company have bought and sold the shares of the company within six months before the board of directors makes the share repurchase resolution, whether they have conducted insider trading and market manipulation alone or jointly with others, and the increase or decrease plan during the repurchase period, And the reduction plan of shareholders holding more than 5% shares and their persons acting in concert in the next six months
1. According to the company's self-examination, the company's directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert bought and sold the company's shares within six months before the board of directors made the share repurchase resolution, as follows:
(1) Mr. Li Jinmiao, Secretary of the board of directors and chief financial officer, increased his shareholding in the company within six months before the board of directors made the share repurchase resolution as follows:
Increase in the number of shares (shares) and proportion of increased holdings
Li Jinmiao stock option exercise 110500.0014%
(2) The company's directors and rotating president Mr. Yang Ming, Mr. Wang Zhanqing and Mr. Lin Xianfeng reduced their holdings of the company's shares within six months before the board of directors made the share repurchase resolution as follows:
Number of shares (shares) reduced by the reduction method of the reduction subject proportion of the reduction in the total shares of the company
