Securities code: Tcl Technology Group Corporation(000100) securities abbreviation: TCL technology Announcement No.: 2022008 TCL Technology Group Co., Ltd
Report on repurchase of some public shares in 2022
TCL Technology Group Co., Ltd. and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important content tips:
1. The buyback plan of the company was adopted at the 7th Meeting of the 16th board of directors held on March 18, 2023. According to the articles of association and other relevant provisions, this matter does not need to be submitted to the general meeting of shareholders for deliberation. 2. The company uses its own funds, self raised funds and other financing methods to buy back the company’s shares by means of centralized bidding transaction. The total amount of shares repurchased shall not be less than 450 million yuan (inclusive) and not more than 550 million yuan (inclusive), and the repurchase price shall not exceed 8.00 yuan / share (inclusive) (not more than 150% of the average trading price of shares in the 30 trading days before the repurchase resolution of the board of directors), The specific number of repurchases shall be subject to the actual number of shares repurchased at the expiration of the repurchase period, and the repurchased shares will be used for employee stock ownership plan or equity incentive. The implementation period of share repurchase is 12 months from the date when the share repurchase plan is considered and approved at the 16th meeting of the seventh board of directors of the company.
3. The company has opened a special securities account for share repurchase in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
4. Risk tips:
(1) There is a risk that the stock price of the repurchased shares continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the failure of the smooth implementation of the repurchase plan.
(2) In this repurchase, if the repurchased shares are used for equity incentive or employee stock ownership plan, there may be a risk that the repurchased shares cannot be fully granted due to 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, and the incentive object abandons the subscription. There is a risk that the repurchased shares cannot be transferred to the equity incentive or employee stock ownership plan at the expiration of the validity period of the repurchased shares.
(3) There is still a risk that the repurchase will not be implemented as planned 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.
Within the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions. Please pay attention to investment risks.
1、 Purpose and purpose of share repurchase
Based on the development of science and technology manufacturing industry, the company aims to be a global leader, and promotes the two core main industries of semiconductor display, semiconductor photovoltaic and semiconductor materials to be a global leader in accordance with the work requirements of “improving business quality and efficiency, forging long boards to make up for weaknesses, innovation driven development and accelerating global layout”.
Based on the confidence in the company’s future development and high recognition of the company’s value, in order to safeguard the interests of shareholders and take into account the needs of employee incentives, the company plans to repurchase the company’s shares through the trading system of Shenzhen Stock Exchange in the form of centralized bidding transaction, with a total repurchase amount of no less than 450 million yuan (inclusive) and no more than 550 million yuan (inclusive), and the repurchase price of no more than 8 million yuan / share (inclusive).
The shares repurchased this time will be used for employee stock ownership plan or equity incentive. If the company fails to use the unused shares for 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
This repurchase complies with the following conditions stipulated in Article 7 of the share repurchase rules of listed companies and Article 10 of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – Share Repurchase:
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.
3、 Ways of repurchasing shares
The company plans to buy back the company’s shares through centralized bidding trading through the trading system of Shenzhen Stock Exchange. 4、 Source of funds for repurchase
The sources of funds used by the company for this repurchase are the company’s own funds, self raised funds and other financing methods. 5、 Price, price range or pricing principle of repurchased shares
In order to protect the interests of investors and in combination with the recent stock price of the company, the share price of this repurchase is no more than RMB 8.00/share (including) (no more than 150% of the average stock trading price in the 30 trading days before the repurchase resolution of the board of directors); The specific 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 repurchase.
In case of ex right and ex dividend matters such as conversion of capital reserve into share capital, distribution of shares or cash dividends, stock subdivision, reduction of shares, allotment of shares or issuance of share capital warrants during the repurchase period, 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 right and ex dividend of share price.
6、 Type and quantity of repurchased shares, proportion in the total share capital of the company and the total amount of funds used for repurchasing 1. Type of repurchased shares: RMB ordinary shares (A shares) issued by the company.
2. Total funds used for Repurchase: the total funds used by the company for this repurchase shall not be less than 450 million yuan (inclusive) and not more than 550 million yuan (inclusive).
3. Number and proportion of repurchased shares in the total share capital of the company: under the condition that the total amount of repurchased shares is not less than 450 million yuan (inclusive) and not more than 550 million yuan (inclusive), and the price of repurchased shares is not more than 8 million yuan / share (inclusive), according to the upper limit of the total amount of repurchased shares and the upper limit of the price of repurchased shares, it is estimated that the number of repurchased shares is about 68.75 million shares, and the proportion of repurchased shares accounts for about 0.49% of the current 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.
In case of ex right and ex dividend matters such as capital reserve converted into share capital, distribution of shares or cash dividends, stock subdivision, share reduction, allotment or issuance of share certificates during the repurchase period, the number of 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 share price.
7、 Implementation period of share repurchase
The implementation period of share repurchase is 12 months from the date when the share repurchase plan is considered and approved at the 16th meeting of the seventh board of directors of the company.
1. If the following conditions are met, the repurchase period will expire in advance:
(1) If the use amount of repurchase funds reaches the maximum amount of RMB 550 million 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.
2. 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 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.
3. 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 may be postponed, and the postponed period shall not exceed the maximum period specified by the CSRC and Shenzhen Stock Exchange.
8、 Expected changes in the company’s equity structure after repurchase
Under the condition that the total amount of repurchase funds is not less than 450 million yuan (inclusive) and not more than 550 million yuan (inclusive), based on the company’s share capital structure on March 15, 2022, the changes in the company’s equity structure after share repurchase are calculated as follows:
(1) Based on the calculation of the upper limit of the total repurchase amount and the upper limit of the repurchase price, assuming that all the repurchase has been implemented and used for equity incentive or employee stock ownership plan and locked up, the changes of the company’s share capital structure are as follows:
Before and after share repurchase
Number of shares (share) proportion number of shares (share) proportion
Shares with limited sales conditions 6117189904.36% 6804689904.85%
Shares without sale conditions 1341892343195.64% 1335017343195.15%
Total share capital 14030642421100.00%
(2) Based on the calculation of the lower limit of the total repurchase amount and the upper limit of the share repurchase price, assuming that all the repurchase has been implemented and used for equity incentive or employee stock ownership plan and locked up, the changes of the company’s share capital structure are as follows:
Before and after share repurchase
Number of shares (share) proportion number of shares (share) proportion
Shares with limited sales conditions 6117189904.36% 6679689904.76%
Shares without sale conditions 1341892343195.64% 1336267343195.24%
Total share capital 14030642421100.00%
Note: the above changes do not take into account the impact of other factors. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
9、 The management’s analysis of the impact of this share repurchase on the company’s operation, finance, R & D, debt performance ability and future significant development, and the commitment of all directors 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 were 305386 billion yuan, the net assets attributable to the shareholders of the listed company were 39.483 billion yuan and the current assets were 92.880 billion yuan. Assuming that the upper limit of the total repurchase funds was 550 million yuan, the proportion of the repurchase funds in the total assets of the company, the net assets attributable to the shareholders of the listed company and the current assets was 0.18%, 1.39% and 0.59% respectively. According to the current operation and financial situation of the company, combined with the profitability and development prospect of the company, the share repurchase of the company will not have a great impact on the sustainable operation and future development of the company, nor will it have an adverse impact on the profitability, debt performance ability and R & D ability of the company; After the implementation of share repurchase, the equity distribution of the company still meets the listing conditions, does not affect the listing status of the company, and will not lead to changes in the control of the company.
All directors undertake to be honest, trustworthy, diligent and responsible in the 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. 10、 Whether the board of directors and supervisors have conducted any insider trading or joint trading of shares held by the company within six months before the board of directors made the resolution to repurchase shares, and whether there is any joint trading of shares held by the board of directors and supervisors in the market
According to the company’s self-examination, the directors, supervisors and senior managers of the company did not buy or sell the company’s shares within six months before the board of directors made the share repurchase resolution, nor did they conduct insider trading and market manipulation alone or jointly with others, and there is no reduction plan during the repurchase period.
11、 Authorization on handling matters related to share repurchase
The board of directors authorizes the management of the company to fully handle matters related to share repurchase, including but not limited to:
1. Authorize the management of the company to set up a special securities repurchase account and handle other relevant affairs;
2. Choose the opportunity to buy back the company’s shares according to relevant regulations, including the specific time, price, quantity and method of share repurchase;
3. Adjust the specific implementation plan in accordance with relevant laws and regulations and the provisions of the regulatory authorities (except for matters requiring re voting by the board of directors in accordance with relevant laws, regulations and the articles of association), and handle other matters related to share repurchase;
4. Prepare, modify, supplement, sign, submit, report and execute all agreements, contracts and documents occurred in the process of repurchasing some social public shares, and make relevant declarations;
5. Decide to hire relevant intermediaries;
6. Other matters not listed above but necessary for this share repurchase and disposal of repurchased shares. This authorization starts from the date of deliberation and approval by the board of directors to the date of completion of the above authorized matters.
According to the articles of association and other relevant provisions, this matter is within the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation and approval.
12、 The repurchase of shares will not have a significant impact on the company’s operation, finance and future development, and will not damage the debt performance ability and sustainable operation ability of the listed company. If the company fails to implement the purpose agreed in this report within 36 months after the completion of share repurchase, the unused remaining repurchased shares will be cancelled according to law, and the registered capital of the company will be reduced accordingly. At that time, the company will notify the creditors in accordance with the relevant provisions of the company law after the general meeting of shareholders makes a resolution on the cancellation of repurchased shares, so as to fully protect the legitimate rights and interests of creditors.
13、 Review and implementation procedures of repurchase scheme
On March 18, 2022, the company held the 16th meeting of the seventh board of directors, deliberated and approved the proposal on repurchase of some public shares in 2022, which does not need to be submitted to the shareholders’ meeting
