Securities code: Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) stock abbreviation: Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) No.: 2022020
Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273)
Announcement on the share repurchase scheme by means of centralized bidding transaction
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The proposal related to the share repurchase has been deliberated and approved at the 16th meeting of the ninth board of directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation;
Repurchase amount: no less than RMB 100 million and no more than RMB 200 million;
Purpose of Repurchase: the repurchased shares are intended to be used for equity incentive and reduction of the company's registered capital. Among them, according to the company's own situation, the number of shares to be used for equity incentive is expected to be no more than 5 million shares (accounting for 0.35% of the company's total share capital), and the specific number will be subject to the equity incentive plan deliberated and approved by the future board of directors and general meeting of shareholders; In addition, the remaining shares repurchased this time are intended to be used to reduce the registered capital of the company, and the specific amount shall be subject to the results of the implementation of the repurchased shares.
Repurchase price: no more than 13.50 yuan / share;
Number of repurchased shares: under the condition that the price of repurchased shares does not exceed RMB 13.50/share, the number of repurchased shares is expected to be no less than 74074074 million shares (accounting for 0.52% of the total share capital of the company), and no more than 148148 million shares (accounting for 1.04% of the total share capital of the company) in accordance with the provisions of the company law and the articles of Association;
Repurchase period: within 12 months from the date when the shareholders' meeting deliberates and approves the share repurchase plan.
Relevant risk tips:
The implementation of this share repurchase involves the following risks:
1. Risk that the company's general meeting of shareholders fails to consider and approve the share repurchase proposal
2. The company's stock price continues to exceed the price range disclosed in the repurchase plan, resulting in the risk that the repurchase plan cannot be implemented;
3. If the repurchased shares of the company are used for equity incentive, there is a risk that the repurchased shares cannot be fully granted because the relevant plans have not been considered and approved by the decision-making bodies such as the board of directors and the general meeting of shareholders, and the equity incentive objects or employees give up the subscription of shares.
1、 Review and implementation procedures of repurchase plan
In accordance with the company law, securities law, opinions on supporting share repurchases by listed companies, rules on share repurchases by listed companies and other relevant provisions, Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as " Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) " or "the company") passed the proposal on share repurchases by means of centralized competitive trading and other relevant proposals at the 16th meeting of the ninth board of directors. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation, The company plans to use its own funds to repurchase some public shares of the company. The relevant details are as follows:
2、 Main contents of repurchase plan
(I) purpose of share repurchase
The company's business has achieved rapid development in recent years, and its R & D ability and operation ability have been greatly improved. The company has a good development prospect in the future. Recently, under the multiple pressures of the macro environment, industrial environment and capital market fluctuations, in order to match the stock price with the company's value, safeguard the interests of shareholders, improve shareholder returns, build a long-term and stable investor group, and establish a good capital market image of the company, the company plans to buy back shares for equity incentive and reduce the registered capital of the company after comprehensive consideration of the company's operating status, financial status and development strategy.
(II) types of repurchased shares
The type of shares repurchased this time is RMB ordinary shares (A shares) issued by the company.
(III) method of share repurchase
The company's share repurchase method is to repurchase the company's shares through centralized bidding trading through the trading system of Shanghai Stock Exchange.
(IV) purpose of share repurchase
The repurchased shares are intended to be used for equity incentive and reduction of the company's registered capital. Among them, according to the company's own situation, the number of shares to be used for equity incentive is expected to be no more than 5 million shares (accounting for 0.35% of the company's total share capital), and the specific number will be subject to the equity incentive plan deliberated and approved by the future board of directors and general meeting of shareholders; In addition, the remaining shares repurchased this time are intended to be used to reduce the registered capital of the company, and the specific amount shall be subject to the results of the implementation of the repurchased shares. (V) total amount and source of funds to be used for repurchase
The total amount of funds that the company plans to use to buy back the company's shares shall not be less than RMB 100 million and not more than RMB 200 million. The source of funds is its own funds.
(VI) price range and pricing principle of repurchased shares
According to the company's operating performance, the trend of securities price and the P / E ratio of the industry in which the company is located, it is determined that the price of social public shares repurchased by the company this time is no more than 13.50 yuan / share, which does not exceed 150% of the average trading price of A-Shares of the company in the first 30 trading days before the board of directors deliberates and adopts the repurchase resolution. During the repurchase period, if the company has matters such as dividend distribution, conversion of capital reserve into share capital, distribution of stock dividend, stock subdivision or stock reduction, the repurchase price shall be adjusted accordingly.
(VII) type, quantity and proportion of shares to be repurchased in the total share capital
Under the condition that the price of repurchased shares does not exceed RMB 13.50/share, the number of repurchased shares is expected to be no less than 7.4074 million shares (accounting for 0.52% of the total share capital of the company), and no more than 148148 million shares (accounting for 1.04% of the total share capital of the company) in accordance with the provisions of the company law and the articles of association. The specific number of repurchased shares shall be subject to the actual number of repurchased shares at the expiration of the repurchase period.
(VIII) term of share repurchase
The repurchase period is 12 months from the date when the shareholders' meeting deliberates and approves the share repurchase plan. The company will make the repurchase decision and implement it according to the market conditions within the repurchase period as authorized by the shareholders' meeting. The company shall not repurchase shares during the following window periods:
(I) if the announcement date of the listed company is delayed due to special reasons within 10 trading days before the annual report, semi annual report and quarterly report, it shall be calculated from 10 trading days before the original scheduled announcement date to the day before the announcement;
(II) within 10 trading days before the announcement of the listed company's performance forecast or performance express;
(III) from the date of occurrence of major events that may have a great 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;
(IV) other circumstances prescribed by the CSRC and the bourse. If the amount of funds or shares repurchased reaches the maximum within this period, the implementation of the repurchase plan will be completed and the repurchase period will expire in advance from that date. 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 plan will be postponed after the resumption of trading.
(IX) expected changes in the company's equity structure after repurchase
After the implementation of the repurchase plan, if the upper limit of the repurchase amount is 200 million yuan, the upper limit of the repurchase price is 13.50 yuan / share, and the number of shares repurchased is 14814814 shares (accounting for 1.04% of the total share capital of the company), the changes in the equity of the company after the share repurchase are expected to be as follows:
Before and after repurchase
Share class share number share proportion share number share proportion (share) (%) (share) (%)
Restricted conditions: tradable shares 0.00 0.00
Non tradable shares 14200 Ping An Bank Co.Ltd(000001) 00.0014200 Ping An Bank Co.Ltd(000001) 00.00
Including: special securities account for repurchase 180547931.27328696072.31
Total share capital 14200 Ping An Bank Co.Ltd(000001) 00.0014200 Ping An Bank Co.Ltd(000001) 00.00
If the maximum repurchase amount is 200 million yuan, the maximum repurchase price is 13.50 yuan / share, and the number of repurchased shares is 14814814, the number of shares used for equity incentive is expected to not exceed 5000000 shares, and the remaining 9814814 shares are all used to reduce the registered capital of the company, the changes in the company's equity after the cancellation of this part are expected to be as follows:
Before and after repurchase
Share class share number share proportion share number share proportion (share) (%) (share) (%)
Restricted conditions: tradable shares 0.00 0.00
Tradable shares without restrictions 14200 Ping An Bank Co.Ltd(000001) 001410185186100
Including: special securities account for repurchase 180547931.27230547931.63%
Total share capital 14200 Ping An Bank Co.Ltd(000001) 0014200 Ping An Bank Co.Ltd(000001) 00
Note: the above changes do not consider the impact of other factors for reference only. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
3、 Analysis of the company's management on the impact of this share repurchase on the company's operation, finance and future development and maintaining its listing status
According to the audit report and financial statements (2021) issued by Lixin Certified Public Accountants (special general partnership) (Xin Kuai Shi Bao Zi [2022] za10523), as of December 31, 2021, the book monetary capital within the scope of the company's consolidated statements was 161453300 yuan, and the book monetary capital of the parent company was 1094319500 yuan; From 2019 to 2021, the cash flows from operating activities within the scope of the company's consolidated statements were 1412245700 yuan, 1419765300 yuan and 1777987300 yuan respectively, of which the cash flows from operating activities of the parent company were 1144885800 yuan, 1015675400 yuan and 1536016100 yuan respectively. The company has a good cash flow position. According to the repurchase plan, the repurchase funds will be paid at the right time during the repurchase period, which is flexible to a certain extent. Therefore, this repurchase will not have a significant impact on the company's operation, finance and future development, and will not affect the company's listing status.
All directors promise that the share repurchase will not damage the debt performance ability and sustainable operation ability of the listed company.
4、 Whether the controlling shareholders of the listed company, shareholders holding more than 5% of the total shares and their persons acting in concert, directors, supervisors and senior managers have bought and sold the shares of the company six months before the board of directors makes the share repurchase resolution, and whether there is a conflict of interest with the repurchase plan, insider trading and market manipulation.
Through self-examination, the directors, supervisors, controlling shareholders and actual controllers of the company did not buy or sell the shares of the company within 6 months before the board of directors made the share repurchase resolution; There is no conflict of interest, insider trading and market manipulation with this repurchase plan; After asking all directors, supervisors, shareholders holding more than 5% of the company, Zhejiang Jiahua Group Co., Ltd. and actual controllers, the reply is as follows: all directors, supervisors, shareholders holding more than 5% of the company, Zhejiang Jiahua Group Co., Ltd. and actual controllers of the company have no reduction plan in the next three months and six months from the date of disclosure of this announcement.
5、 Opinions of independent directors
1. The shares repurchased by the company this time comply with the relevant provisions of the company law, the opinions on supporting the repurchase of shares by listed companies, the rules for repurchase of shares by listed companies and other laws and regulations, and the voting procedures of the board of directors comply with the relevant provisions of laws and regulations and the articles of association.
2. The implementation of the company's share repurchase this time, taking part of the repurchased shares as the stock source of treasury shares for equity incentive, is conducive to further improving the company's incentive and restraint mechanism, combining the interests of shareholders, the company and employees, enhancing the endogenous driving force of the company's development, and providing support for the company to achieve planning objectives and development strategies; Using some shares to reduce the company's registered capital is conducive to enhancing investors' confidence in the company's future development prospects, enhancing the recognition of the company's value, promoting the reasonable return of the company's value and safeguarding the interests of the majority of investors.
3. The total amount of capital that the company intends to use to repurchase the company's shares shall not be less than RMB 100 million and not more than RMB 200 million. The source of capital is its own funds. Under the condition that the price of repurchased shares does not exceed RMB 13.50/share, the number of repurchased shares is expected to be not less than 74074074074 million shares (accounting for 0.52% of the total share capital of the company), and not more than 100 million shares in accordance with the provisions of the company law and the articles of association
