Securities code: Giant Network Group Co.Ltd(002558) securities abbreviation: Giant Network Group Co.Ltd(002558) Announcement No.: 2022-lin015 Giant Network Group Co.Ltd(002558)
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
Types of repurchased shares: Giant Network Group Co.Ltd(002558) (hereinafter referred to as “the company”) issued A-share public shares.
Purpose of Repurchase: used for the company’s employee stock ownership plan or equity incentive plan.
Repurchase price: no more than 15 yuan / share (inclusive).
Total repurchase amount: no more than 600 million yuan (inclusive) and no less than 300 million yuan (inclusive).
Repurchase method: centralized bidding transaction method.
Proportion in the total share capital of the company: if the upper limit of repurchase amount is 600 million yuan and the upper limit of repurchase price is 15 yuan / share, the total number of repurchased shares is expected to be about 40 million shares (including), accounting for about 1.98% of the total issued share capital of the company; If the lower limit of the repurchase amount is 300 million yuan, the total number of shares repurchased is expected to be about 20000000 shares (including), accounting for about 0.99% 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 to be repurchased within the total repurchase amount.
Repurchase period: 12 months from the date when the board of directors of the company deliberates and approves the repurchase plan.
Source of funds: the company’s own funds.
Relevant risk tips
Investors are reminded that there are the following risks in this Repurchase:
1. If the stock price of the company continues to exceed the upper limit of the repurchase price disclosed in the repurchase plan during the repurchase period, then
2. The funds for this share repurchase come from the company’s own funds. There is a risk that the funds required for share repurchase cannot be in place in time, resulting in the failure to implement the repurchase plan as planned.
3. This repurchase plan is used for the company’s employee stock ownership plan or equity incentive plan. There is a risk that the repurchased shares cannot be granted or all of them can be granted due to the failure of the employee stock ownership plan or equity incentive plan to be deliberated and approved by the decision-making bodies such as the board of directors and the general meeting of shareholders, and the shareholding object or equity incentive object abandons the subscription of shares. In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase The rules on share repurchase of listed companies and other laws, regulations and normative documents, as well as the Giant Network Group Co.Ltd(002558) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, At the 17th meeting of the 5th board of directors held on March 16, 2022, the company deliberated and adopted the plan on repurchase of shares of the company by means of centralized bidding transaction and the proposal on Authorizing the management to handle matters related to this repurchase with full authority. The details are as follows:
1、 Main contents of repurchase plan
（1） Purpose, method and price range of share repurchase
1. Purpose of share repurchase
In order to effectively safeguard the interests of the majority of shareholders, enhance investor confidence, effectively improve the return on investment of the company’s shareholders, further improve the company’s long-term incentive mechanism, fully mobilize the work enthusiasm of the company’s managers and core teams, and effectively promote the long-term development of the company, the company plans to use its own funds to repurchase the company’s shares by means of centralized bidding, The company’s shares repurchased 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.
2. The repurchased shares meet the relevant conditions
The shares repurchased by the company this time comply with the relevant conditions stipulated in Article 7 of the rules for share repurchases of listed companies and Article 10 of the guidelines for self discipline supervision of listed companies No. 9 – share repurchases of Shenzhen Stock Exchange:
(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 listed 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.
3. Method of share repurchase
The company plans to repurchase through centralized bidding transaction of Shenzhen Securities Exchange.
4. Price range of repurchased shares
The price of the shares to be repurchased by the company this time shall not exceed 15 yuan / share (inclusive). The upper limit of the repurchase price is higher than 150% of the average trading price of the company’s shares 30 trading days before the resolution of the board of directors on the repurchase plan. The rationality is explained as follows: in combination with the recent changes in the capital market environment and the company’s share price, in order to effectively promote and implement the share repurchase, and based on the company’s recognition of its own value and confidence in its future development prospects, The company decided to set the upper limit of the price range of the shares to be repurchased at 15 yuan / share. The specific repurchase price shall be determined by the management authorized by the board of directors in combination with the stock price, financial status and operating conditions of the company during the implementation of the repurchase. During the repurchase period, if the company implements ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve to share capital, stock subdivision, stock reduction, share allotment and others, the upper limit of 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.
（2） The type and purpose of the shares to be repurchased, the total amount and quantity of funds to be repurchased and the proportion in the total share capital of the company
1. Types of shares to be repurchased
The type of shares to be repurchased by the company this time is A-share social public shares issued by the company.
2. Purpose of shares to be repurchased
The company plans to use the shares repurchased this time for the company’s employee stock ownership plan or equity incentive plan. If the company fails to implement the employee stock ownership plan or equity incentive plan, the company will cancel the repurchased shares according to law. 3. The total amount and quantity of capital to be used for share repurchase and its proportion in the total share capital of the company
The total amount of the company’s funds for repurchase this time shall not exceed 600 million yuan (inclusive) and not be less than 300 million yuan (inclusive), which shall be determined by the management of the company authorized by the board of directors according to the specific situation of the company’s shares and in combination with the company’s financial and operating conditions, The specific total amount of repurchase funds shall finally be subject to the total amount of funds actually used by the company to repurchase shares at the expiration of the repurchase period.
If the upper limit of repurchase amount is 600 million yuan and the upper limit of repurchase price is 15 yuan / share, the number of shares repurchased is expected to be about 40000000 shares, accounting for about 1.98% of the total issued share capital of the company; Based on the calculation of the lower limit of the repurchase amount of RMB 300 million and the upper limit of the repurchase price of RMB 15 / share, the number of shares repurchased is expected to be about 20000000, accounting for about 0.99% of the total issued share capital of the company.
The specific number of shares repurchased shall be subject to the actual number of shares repurchased by the company at the expiration of the repurchase period.
During the repurchase period, if the company implements dividend distribution, share distribution, conversion of capital reserve into share capital, stock subdivision, stock reduction, share allotment and other ex rights and ex interests, the upper limit of 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, The number of repurchased shares and their proportion in the company’s total share capital and shares with unlimited sales conditions will change accordingly.
（3） Source of funds for share repurchase
The company will use its own funds to repurchase shares. As of October 30, 2029, the company’s asset liability ratio was 58%; The amount of interest bearing liabilities was 439 million yuan, accounting for 3.70% of the total capital. From January to September 2021, the net cash flow of the company’s operating activities was 356 million yuan. The company’s repurchase will not affect the company’s normal financial operation and increase the company’s financial risk.
（4） Implementation period of share repurchase
1. The term of the company’s share repurchase shall be within 12 months from the date when the board of directors deliberates and approves the share repurchase plan. During the implementation of the repurchase plan, if the trading of the company’s shares is suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period can be postponed, and the postponed repurchase period shall not exceed 12 months.
2. 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, 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 shares during the following sensitive 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.
（5） Changes in the company’s share capital structure after the repurchase is expected to be completed
According to the calculation of the upper limit of 600 million yuan, the lower limit of 300 million yuan and the upper limit of 15 yuan / share in the share repurchase plan, the company expects to repurchase about 40000000 shares and 20000000 shares. Based on the current total share capital of the company, the possible changes caused by this share repurchase are as follows:
1. It is calculated according to the upper limit of total repurchase funds of 600 million yuan and the upper limit of repurchase price of 15 yuan / share
(1) If the number of shares finally repurchased by the company this time is 40000000 shares, and assuming that all of them are used for equity incentive or employee stock ownership plan and locked up, the changes in the company’s share capital structure are expected to be as follows:
Nature of shares before and after this change
Quantity (share) proportion quantity (share) proportion
Restricted tradable shares – 0.00% 400 Ping An Bank Co.Ltd(000001) .98%
Non tradable shares 2024379932100.00% 198437993298.02%
Total shares 2024379932100.00% 2024379932100.00%
(2) If the number of shares finally repurchased by the company this time is 40000000 shares, and assuming all of them are cancelled, the changes in the capital structure of the company are expected to be as follows:
Nature of shares before and after this change
Quantity (share) proportion quantity (share) proportion
Restricted tradable shares – 0.00% – 0.00%
Non tradable shares 2024379932100.00% 1984379932100.00%
Total shares 2024379932100.00% 1984379932100.00%
2. It is calculated according to the lower limit of 300 million yuan of total repurchase funds and the upper limit of 15 yuan / share of repurchase price
(1) If the number of shares finally repurchased by the company this time is 20000000 shares, and assuming that all of them are used for equity incentive or employee stock ownership plan and locked up, the changes in the company’s share capital structure are expected to be as follows:
Nature of shares before and after this change
Quantity (share) proportion quantity (share) proportion
Restricted tradable shares – 0.00% 200000000.99%
Non tradable shares 2024379932100.00% 200437993299.01%
Total shares 2024379932100.00% 2024379932100.00%
(2) If the number of shares finally repurchased by the company this time is 20000000 shares, and assuming all of them are cancelled, the changes in the capital structure of the company are expected to be as follows:
Nature of shares before and after this change
Quantity (share) proportion quantity (share) proportion
