Securities code: Shenzhen Topband Co.Ltd(002139) securities abbreviation: Shenzhen Topband Co.Ltd(002139) Announcement No.: 2028 Shenzhen Topband Co.Ltd(002139)
Announcement on share repurchase plan of the company
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. The company plans to use its own funds to repurchase the company's shares in the form of centralized bidding transaction. The total repurchase funds shall not be less than 40 million yuan and not more than 60 million yuan, and the repurchase price shall not exceed 16 yuan / share (inclusive). The specific number and amount of shares repurchased shall be subject to the actual number and amount of shares repurchased at the expiration of the repurchase period. The implementation period of this share repurchase is within 12 months from the date of deliberation and approval of this share repurchase plan at the 21st Meeting of the seventh board of directors of the company.
2. As of the disclosure date of this announcement, shareholders holding more than 5% of the company have no reduction plan.
3. The repurchased shares are used to implement equity incentive or employee stock ownership plan for the core backbone employees of the company. 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) The repurchased shares are used to implement equity incentive or employee stock ownership plan for core backbone employees. There may be a risk that the repurchased shares cannot be fully granted due to reasons such as not being deliberated and approved by the decision-making bodies such as the board of directors and the general meeting of shareholders, and the incentive object abandons the subscription. Please pay attention to investment risks.
In accordance with the company law, the securities law, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 - share repurchase, the articles of association and other relevant provisions, the company held the 2nd and 11th meeting of the 7th board of directors on March 18, 2022 and considered and adopted the proposal on share repurchase of the company. Now the specific contents of the repurchase plan are announced as follows:
1、 Main contents of share repurchase plan
1. Purpose of share repurchase
Based on Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as "the company")'s confidence in the future development prospects and recognition of the company's value, and based on the company's long-term sustainable development, in order to further improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of key employees, share the company's growth benefits, and comprehensively consider the business development, operation, financial status, future profitability and the recent performance of the company's stock secondary market, The company decided to buy back some shares of the company with its own funds.
All the company's shares repurchased are used to implement equity incentive or employee stock ownership plan for key employees. If the company fails to implement the above purposes within 36 months after the completion of share repurchase, or all the shares repurchased are not used for the above purposes, the unused part will be cancelled according to law.
2. The repurchased shares meet the relevant conditions
(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 sustainable operation and debt performance;
(4) After the share repurchase, the equity distribution of the listed company meets the listing conditions;
(5) Other conditions stipulated by the CSRC and the stock exchange.
3. Ways of repurchasing shares
Through the trading system of Shenzhen Stock Exchange, some shares of the company are repurchased by means of centralized bidding trading. 4. The type and quantity of shares to be repurchased, the proportion in the total share capital of the company and the total amount of funds to be repurchased. The type of shares to be repurchased: RMB ordinary shares (A shares) issued by the company
The number of shares repurchased and its proportion in the total share capital of the company: calculated according to the upper limit of 60 million yuan of total repurchase funds and 16.00 yuan / share of repurchase price, it is estimated that the number of shares repurchased is about 3.75 million, accounting for 0.2983% of the total issued share capital of the company; According to the calculation of the lower limit of the total repurchase fund of RMB 40 million and the upper limit of the repurchase price of RMB 16.00/share, it is estimated that the repurchase shares are about 2.5 million shares, accounting for 0.1989% 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 at the expiration of the repurchase period. If the company has implemented share distribution, conversion of capital reserve into share capital, cash dividend, share allotment and other ex rights and ex interests during the share repurchase period, the number of shares repurchased shall be adjusted accordingly from the date of ex rights and ex interests of the share price.
Total funds for Repurchase: the minimum repurchase amount shall not be less than RMB 40 million and the maximum repurchase amount shall not exceed RMB 60 million. The specific repurchase amount shall be subject to the funds actually used to repurchase shares at the expiration of the repurchase period. 5. Source of repurchase funds
The source of funds for this repurchase is the company's own funds.
6. Price and pricing principle of shares to be repurchased
The share repurchase price shall not exceed RMB 16.00 per share. Not exceeding 150% of the average trading price of the company's shares 30 trading days before the board of directors passed the resolution on share repurchase.
If the company has implemented share distribution, conversion of capital reserve into share capital, cash dividend, share allotment and other ex rights and ex interests matters during the share repurchase period, 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.
7. Implementation period of shares to be repurchased
The share repurchase shall be completed within 12 months from the date of deliberation and approval by the board of directors.
If the following conditions are met, the repurchase period will expire in advance and the repurchase plan will be implemented:
(1) If the use amount of repurchase funds reaches the maximum within the repurchase 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, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan;
(3) If the company's stock price continues to exceed the price range of the repurchased shares during the repurchase period, the repurchase of shares will automatically terminate 12 months after the date when the company's board of directors deliberates and approves the share repurchase plan.
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 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.
8. Handle the specific authorization matters of this share repurchase
In order to ensure the smooth implementation of this share repurchase, the board of directors of the company, in accordance with the relevant provisions of the company law and the articles of association, authorizes the management of the company to handle matters related to share repurchase within the scope of laws and regulations and in accordance with the principle of safeguarding the interests of the company and shareholders to the greatest extent.
The content and scope of authorization include but are not limited to:
(1) Determine the specific repurchase time, price and quantity according to the actual situation, and implement the repurchase plan; (2) Other matters related to this share repurchase.
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.
9. Expected changes in the company's equity structure after repurchase
(1) If the upper limit of the repurchase amount is 60 million yuan and the upper limit of the repurchase price is 16.00 yuan / share, it is estimated that the repurchased shares will be about 3750000 shares. Assuming that all the repurchased shares are used for equity incentive or employee stock ownership plan and locked up, the changes in the capital structure of the company are expected to be as follows:
Before and after repurchase
Proportion of shares (%)
1、 Restricted tradable shares (or non tradable shares) 22813486718.1523188486718.45
2、 Non tradable shares 102884320581.85102509320581.55
3、 Total share capital 1256978072100.00
(2) If the lower limit of the repurchase amount is 40 million yuan and the upper limit of the repurchase price is 16.00 yuan / share, it is estimated that the repurchase shares will be about 2500000 shares. Assuming that all the shares repurchased 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:
Before and after repurchase
Number of shares proportion of number of shares (%) (%)
1、 Restricted tradable shares (or non tradable shares) 22813486718.1523063486718.35
2、 Non tradable shares 102884320581.85102634320581.65
3、 Total share capital 1256978072100.00
Note: the above changes do not take into account the impact of other factors such as the exercise of the company's options. The specific changes in the number of repurchased shares and equity structure are subject to the actual situation at the expiration of the repurchase period.
10. Analysis of the management on the impact of this share repurchase on the company's operation, finance, R & D, debt performance ability and future
As of December 31, 2021, the total assets of the company were 9607792400 yuan, and the net assets attributable to the listed shareholders were 5028315400 yuan. In 2021, the company realized a total operating income of 7767034800 yuan and a net profit attributable to the shareholders of the listed company of 564964300 yuan. If the upper limit of 60 million yuan of total repurchase funds is used up, according to the financial data on December 31, 2021, the proportion of repurchase funds in the total assets of the company is about 0.62%, accounting for about 1.19% of the net assets attributable to listed shareholders. The company is in good financial condition. According to the company's operation and future development, the company believes that the repurchase of the company's shares with no more than RMB 60 million will not have a significant impact on the company's operation, finance, R & D, debt performance ability and future development. After the repurchase, the equity distribution of the company meets the conditions of the listed company and will not affect the listing status of the company.
All directors of the company promise that this share repurchase will not damage the company's debt performance ability and sustainable operation ability.
11. The situation of the controlling shareholders, actual controllers and persons acting in concert, directors, supervisors and senior managers of the listed company buying and selling the shares of the company within six months before the board of directors makes the share repurchase resolution, whether there is any explanation of insider trading and market manipulation alone or jointly with others, as well as the increase or decrease plan during the repurchase period; Reduction plan of shareholders holding more than 5% and their persons acting in concert in the next six months
Some directors and senior managers of the company, as the incentive objects of the 2021 restricted stock incentive plan, subscribed for the corresponding restricted shares granted by the company in December 2021. The details are as follows:
Name: number of restricted shares granted by position (10000 shares)
Ma Wei, director, deputy general manager and BG general manager 61.60
Zheng Sibin, director, deputy general manager and general manager of BG 53.30
Peng Ganquan, director and general manager of BG 40.00
Wen Zhaohui, deputy general manager and Secretary of the board of directors 18.30
Xiang Wei, CFO 18.30
Total: 191.50
Through self-examination, except for the above restricted stock subscription, the controlling shareholders, actual controllers and persons acting in concert, directors, supervisors and senior executives of the company did not buy or sell shares of the company within six months before the board of directors made the share repurchase resolution. The above-mentioned personnel do not conduct insider trading and market manipulation alone or jointly with others. Through self-examination, the directors Peng Ganquan, Ma Wei, Zheng Sibin, Ms. Wen Zhaohui and Mr. Xiang Wei of the company, as the incentive objects of the company's 2018 stock option incentive plan, have the possibility of reaching the annual exercise conditions in 2021 and exercising in 2022. According to relevant regulations, the exercise of directors and executives will be regarded as an increase
