Securities code: Chacha Food Company Limited(002557) securities abbreviation: Chacha Food Company Limited(002557) Announcement No.: 2022009
Bond Code: 128135 bond abbreviation: Qiaqia convertible bond
Chacha Food Company Limited(002557)
Announcement on the progress and completion of share repurchase
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.
Chacha Food Company Limited(002557) (hereinafter referred to as “the company”) deliberated and adopted the proposal on repurchasing the company’s shares at the 15th meeting of the 5th board of directors held on September 6, 2021. It is proposed to use its own funds to repurchase part of the company’s public shares (A shares) in the form of centralized bidding transaction, with the repurchase amount not less than 30 million yuan (inclusive) and not more than 60 million yuan (inclusive), The repurchase price shall not exceed 60.16 yuan / share (inclusive). The company disclosed the repurchase report on September 17, 2021. For details, please refer to the company’s securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) Relevant announcements on. As of the disclosure date of this announcement, the above share repurchase plan of the company has been implemented, and the specific matters are hereby announced as follows:
1、 Details of the company’s share repurchase
1. On November 26, 2021, the Company repurchased the company’s shares for the first time by means of centralized bidding transaction through the special account for repurchase. For details, see the announcement on initial repurchase of company shares (Announcement No.: 2021081) published by the company in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.com on November 30, 2021.
2. According to relevant laws, regulations and normative documents, the company published the progress announcement of this share repurchase on October 11, 2021, November 2, 2021, December 2, 2022, January 4, 2022, February 8, 2022 and March 3, 2022 respectively. For details, please refer to the relevant announcements published by the company in the securities times, Securities Daily, China Securities News, Shanghai Securities News and cninfo.
3. As of March 15, 2022, the Company repurchased 1147400 shares of the company through centralized bidding through the special securities account for share repurchase, accounting for 0.23% of the current total share capital of the company. The highest transaction price was 59.56 yuan / share, the lowest transaction price was 46.49 yuan / share, the total transaction amount was 5997770000 yuan (excluding transaction costs), and the average transaction price was 52.27 yuan / share.
2、 Explanation that there is no difference between the implementation of this share repurchase and the share repurchase plan
The number and proportion of shares actually repurchased by the company, the total amount of funds used and the repurchase price are in line with the repurchase plan adopted by the board of directors of the company. The actual implementation is not different from the repurchase plan originally disclosed. The repurchase amount of the company is close to the upper limit of the total repurchase funds in the repurchase plan, and the repurchase has been completed according to the disclosed repurchase plan.
3、 Impact of the implementation of share repurchase scheme on the company
This share repurchase will not have a significant impact on the company’s finance, operation, R & D, debt performance ability and future development. 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 company’s equity distribution still meets the conditions for listing.
4、 Changes in equity of relevant entities during the repurchase period
From the date of the company’s first disclosure of the repurchase (i.e. November 30, 2021) to the issuance of this announcement, the changes in the interests of the company’s directors, supervisors, controlling shareholders, actual controllers and persons acting in concert are as follows: the controlling shareholder Hefei Huatai Group Co., Ltd. (hereinafter referred to as “Huatai Group”) from November 30, 2021 to December 16, 2021, Through the centralized bidding system of Shenzhen Stock Exchange, 89900 shares of the company were increased, accounting for 0.02% of the total share capital of the company, and the amount of increased shares was 499532190 yuan. See the announcement of Chacha Food Company Limited(002557) about the completion of the controlling shareholder’s shareholding increase plan (Announcement No.: 2021090) disclosed by the company on December 17, 2021 for the cumulative shareholding increase of Huatai Group.
On March 15, 2022, the company received the notice from the controlling shareholder Huatai Group. On March 15, it increased its holdings of 323300 shares of the company through the trading system of Shenzhen Stock Exchange, accounting for 0.06% of the total share capital of the company, with an increase amount of 1499668040 yuan, and put forward a subsequent increase plan. For details, please refer to the announcement of Chacha Food Company Limited(002557) about the controlling shareholder’s share increase and subsequent share increase plan (Announcement No.: 2022008) disclosed by the company on March 17, 2022.
5、 Compliance description of repurchase implementation
(I) the time and number of shares repurchased by the company comply with the relevant provisions of Articles 17 and 18 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchases:
1. The company has not repurchased 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 two trading days after disclosure according to law; (4) Other circumstances prescribed by the CSRC.
2. The cumulative trading volume of the company’s shares in the five trading days before the date of the company’s first share repurchase (November 26, 2021) was 1952604500 shares. The number of shares repurchased by the company every five trading days does not exceed 25% of the cumulative trading volume of the company’s shares in the five trading days before the date of the first repurchase of shares (i.e. 488151125 shares).
(II) according to the provisions of Article 19 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, if a listed company repurchases shares by means of centralized bidding transaction, it 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. The entrustment of share repurchase shall not be carried out within the opening call auction of Shenzhen Stock Exchange, half an hour before the closing and within the trading day when there is no limit on the rise or fall of the stock price; 3. Other requirements stipulated by the CSRC and Shenzhen Stock Exchange.
The price of shares repurchased by the company is lower than the price limited by the trading increase of the company’s shares on the same day.
During the repurchase operation, the company entrusted 7500 shares and 67700 shares to be traded within half an hour before the closing on November 26, 2021 and March 10, 2022 respectively, which does not comply with the provisions of Article 19 of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 9 – repurchase of shares that the company shall not entrust to repurchase shares within half an hour before the closing of Shenzhen Stock Exchange. The operation was caused by the inexperience of the repurchase staff. The company apologized for the misoperation. In the later stage, it will strengthen the training of the repurchase operators and operate in strict accordance with the relevant regulations. The company did not have the entrustment to repurchase shares within half an hour before the closing of other times.
6、 Disposal arrangement of repurchased shares
At present, all the shares repurchased in this time are deposited in the special securities account of the company for repurchasing. The shares do not enjoy the voting rights of the general meeting of shareholders, profit distribution, conversion of provident fund into share capital, subscription of new shares, allotment of shares, pledge and other relevant rights. According to the repurchase report of the company, the shares repurchased this time will be used for the company’s 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.
It is hereby announced.
Chacha Food Company Limited(002557) board of directors March 17, 2002
