Securities code: Zhuhai Bojay Electronics Co.Ltd(002975) securities abbreviation: Zhuhai Bojay Electronics Co.Ltd(002975) Announcement No.: 2022011 bond Code: 127051 bond abbreviation: Bojie convertible bond
Zhuhai Bojay Electronics Co.Ltd(002975) 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. Number of repurchases: no less than 1.25 million shares and no more than 1.75 million shares, accounting for about 0.89% - 1.25% of the current total share capital of the company;
2. Repurchase price: no more than 72 yuan / share;
3. Source of funds and repurchase amount: Share Repurchase with self owned funds, and the capital scale of share repurchase shall not exceed RMB 126 million;
4. Repurchase period: within 12 months from the date when the board of directors deliberates and approves the share repurchase plan;
5. Type of repurchased shares: RMB ordinary shares (A shares);
6. Purpose of Repurchase: to implement the company's equity incentive plan;
7. Whether there is a reduction plan for relevant shareholders: as of the disclosure date of this announcement, the company's directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert have no increase or decrease plan during the repurchase period; Shareholders holding more than 5% of shares and their persons acting in concert have no reduction plan in the next six months. If the above-mentioned persons implement the share increase or decrease plan in the future, the company will timely fulfill the obligation of information disclosure in accordance with relevant regulations;
8. The repurchase has been deliberated and approved at the sixth meeting of the second board of directors held on March 18, 2022;
9. The company has opened a special securities repurchase account with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch;
10. Relevant risk tips:
(1) There is a risk that the stock price continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the failure or partial implementation of the repurchase plan;
(2) In this repurchase, the funds required for the repurchase of shares were not raised in place, resulting in the repurchase plan
(3) There is a risk that the repurchased shares cannot be fully granted due to the failure of the equity incentive 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 abandonment of subscription by the objects of the equity incentive plan;
(4) There is a risk that the repurchase cannot be implemented due to the occurrence of major events that have a significant impact on the trading price of the company's shares, or the company's decision to terminate the repurchase plan;
(5) In this repurchase, there is a risk that the shares repurchased in the company's special repurchase account will not be transferred to the equity incentive plan after the expiration of the holding period of the repurchased shares, and then there is a risk that the repurchased but not granted shares will be cancelled. During the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions, and timely perform the obligation of information disclosure according to the progress of the repurchase. Please pay attention to the investment risk.
In accordance with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 - share repurchase, the stock listing rules of Shenzhen Stock Exchange and the opinions on supporting listed companies to repurchase shares, Zhuhai Bojay Electronics Co.Ltd(002975) (hereinafter referred to as "the company") held the sixth meeting of the second board of directors on March 18, 2022, deliberated and approved the proposal on repurchase of some social public shares. The company plans to repurchase some social public shares with its own funds for the implementation of equity incentive plan, and the independent directors expressed their independent opinions on this repurchase. The relevant information is hereby announced as follows:
1、 Main contents of repurchase plan
(I) the purpose of repurchasing shares and whether the repurchased shares meet the relevant conditions
Based on the confidence in the company's future development prospects and high recognition of the company's value, and in combination with the company's operation, business development prospects, financial status and future profitability, the company plans to repurchase some public shares with its own funds for the implementation of the company's equity incentive plan, so as to further improve the corporate governance structure and promote the company to establish and improve the incentive and restraint mechanism, Ensure the realization of the company's long-term business objectives and enhance the overall value of the company.
The company's share repurchase this time meets the relevant conditions specified in Article 10 of the guidelines for self discipline supervision of 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 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 the bourse.
(II) repurchase method and purpose
The company plans to buy back the company's shares through centralized bidding trading of Shenzhen Securities Exchange.
All the shares repurchased will be used to implement the company's equity incentive plan. If the company fails to implement the above purpose within 36 months after disclosing the repurchase results and share change announcement, the unused part will be cancelled or otherwise arranged according to relevant procedures.
(III) price range and pricing principle of repurchased shares
In combination with the current financial and operating conditions of the company, the company determines that the share repurchase price is no higher than 72 yuan / share, and the upper limit of the share repurchase price is no 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 specific repurchase price will be determined based on the stock price of the secondary market, the financial and operating conditions of the company.
From the date of the resolution of the board of directors to the completion of the repurchase, if the company implements dividend distribution, share distribution, conversion of capital reserve to share capital, stock subdivision, stock reduction, share allotment and other ex rights and ex interests, the upper limit of the repurchase price shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange from the date of ex rights and ex interests of the share price.
(IV) total amount and source of funds to be used for repurchase
The capital scale of the company's proposed share repurchase this time shall not exceed RMB 126 million; Carry out share repurchase with its own funds, and set up a special bank account to pay the funds required for share repurchase.
(V) type, quantity and proportion of shares to be repurchased in the total share capital
The types of repurchased shares are RMB ordinary shares and A-Shares issued by the company.
The number of shares to be repurchased is no less than 1.25 million shares and no more than 1.75 million shares, accounting for about 0.89% - 1.25% 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 repurchased at the expiration of the repurchase period. If the company implements such ex rights and ex interests matters as dividend distribution, share distribution, conversion of capital reserve into share capital, stock subdivision, stock reduction, share allotment and others 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 rights and ex interests of the share price.
(VI) implementation period of share repurchase
The repurchase period shall not exceed 12 months in principle since the share repurchase plan is considered and approved by the board of directors.
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 limit within the repurchase period (if the remaining funds in the special securities account for repurchase are insufficient to purchase 100 shares, it shall be deemed to have reached the total amount of repurchase funds), the repurchase plan will be completed, and the repurchase period will expire in advance from that date;
(2) If the number of shares repurchased within the above period reaches the upper limit of 1.75 million shares, the implementation of the repurchase plan will be completed and the repurchase period will expire in advance from that date;
(3) 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. 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. After the postponement, it shall not exceed the maximum period specified by the CSRC and Shenzhen Stock Exchange. When the above events occur, the company will issue relevant announcements in time to disclose whether to postpone the implementation. During the repurchase period, the company will choose the opportunity to make the repurchase decision according to the market conditions and implement it according to law.
(VII) changes in the company's equity structure after the repurchase is expected to be completed
Under the condition that the total amount of repurchase funds does not exceed RMB 126 million and the price of repurchased shares is not higher than RMB 72 / share, assuming that the upper limit of this repurchase is 1.75 million shares, the changes of the company's share capital structure after the repurchase are as follows:
Before and after repurchase
Nature of shares
Proportion of shares (10000 shares) proportion of shares (10000 shares)
1、 Shares with limited sales conditions 1007546 72.13% 1025046 73.38%
2、 Shares with unlimited sales conditions 389334 27.87% 371834 26.62%
3、 1398000% of total shares
Under the condition that the total amount of repurchase funds does not exceed RMB 126 million and the repurchase price is not higher than RMB 72 / share, assuming that it is calculated according to the lower limit of 1.25 million shares of this repurchase, the changes of the company's share capital structure after the completion of the repurchase are as follows:
Before and after repurchase
Nature of shares
Proportion of shares (10000 shares) proportion of shares (10000 shares)
1、 Shares with limited sales conditions 1007546 72.13% 1020046 73.02%
2、 Shares with unlimited sales conditions 389334 27.87% 376834 26.98%
3、 Total number of shares 1396880 100.00% 1396880 100.00%
(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, the total assets of the company were about RMB 1.835 billion, and the net assets attributable to shareholders of listed companies were about RMB 1.482 billion. Assuming that the repurchase amount is up to RMB 126 million, according to the financial data on September 30, 2021, the repurchase fund accounts for about 6.87% of the company's total assets and 8.50% of the company's net assets attributable to shareholders of listed companies.
According to the company's operation, finance and future development, the company believes that the upper limit of share repurchase amount of RMB 126 million will not have a significant impact on the company's operation, finance, R & D, debt performance ability and future development. After the implementation of this repurchase, the controlling shareholders and actual controllers of the company are still Wang Zhaochun, Fu Lin and Cheng Jun, which will not change the control right of the company or the listing status of the company, and the equity distribution still meets the listing conditions.
All directors promise to be honest, trustworthy, diligent and responsible in this share repurchase, and safeguard the interests of the company and the legitimate rights and interests of shareholders. This repurchase will not damage the company's debt performance ability and sustainable operation ability. (IX) the situation of the directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the listed company in 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, and the plan for increasing or decreasing the shares during the repurchase period; Shareholder's share reduction plan for more than 5% in the next six months
The company's directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert did not buy or sell the company's shares within six months before the board of directors made the resolution to repurchase shares; Nor does it carry out insider trading and market manipulation alone or jointly with others. As of the disclosure date of this announcement, the company's directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert have no plans to increase or decrease their holdings during the repurchase period; Shareholders holding more than 5% of shares and their persons acting in concert have no reduction plan in the next six months. If the above-mentioned persons implement the share increase or decrease plan in the future, the company will timely fulfill the obligation of information disclosure in accordance with relevant regulations.
(x) relevant arrangements for cancellation or transfer according to law after share repurchase
All the shares repurchased this time will be used to implement the equity incentive plan. If the company fails to implement the above purpose within 36 months after disclosing the repurchase results and share change announcement, the unused part will be cancelled or otherwise arranged after performing the relevant approval procedures. At that time, the company will timely perform the approval procedures and information disclosure obligations according to the specific implementation.
（11） Relevant arrangements to prevent infringement on the interests of creditors
If the repurchased shares are not fully used in the equity incentive plan within 36 months after the disclosure of the repurchase results and share change announcement, the unused part will be cancelled or otherwise arranged according to the relevant approval procedures. If the company plans to cancel the repurchased shares in the future, the company will strictly perform the relevant decision-making and announcement procedures on repurchases to fully protect the legitimate rights and interests of creditors.
2、 Review procedures for this share repurchase
On March 18, 2022, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors to review and adopt
