Securities code: Gf Securities Co.Ltd(000776) securities abbreviation: Gf Securities Co.Ltd(000776) Announcement No.: 2022036 Gf Securities Co.Ltd(000776)
Report on repurchase of A-Shares by centralized bidding
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 proposal related to this repurchase has been deliberated and adopted at the 23rd Meeting of the 10th board of directors held by Gf Securities Co.Ltd(000776) (hereinafter referred to as “the company”) on March 30, 2022.
2. Types of shares to be repurchased: RMB ordinary shares (A shares) issued by the company.
3. Purpose of the shares to be repurchased: implement the A-share restricted stock equity incentive plan.
4. Repurchase price: no more than 26.65 yuan / share.
5. The number of repurchases and their proportion in the total share capital of the company, and the total amount of funds to be used for repurchases:
The maximum number of shares to be repurchased this time is 15242175 shares, that is, no more than 0.2% of the current total share capital of the company; The lower limit is 7621088 million shares, which is no less than 0.1% of the current total share capital of the company.
The total amount of funds to be used for repurchase is about 203 million yuan to 406 million yuan.
6. Implementation period of Repurchase: within 12 months from the date when the repurchase plan is considered and approved by the board of directors of the company.
7. Source of funds: the company’s own funds.
8. Whether there is a reduction plan for relevant shareholders:
The company has no controlling shareholder or actual controller.
According to the self-examination of the company, the directors, supervisors and senior managers of the company did not buy or sell the shares of the company 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 was no plan to increase or decrease their holdings during the repurchase period.
After the inquiry of the company, the shareholders holding more than 5% of the shares of the company and the persons acting in concert replied: there is no plan to reduce the shares of the company in the next six months; If the relevant reduction work is carried out in the next six months, it will comply with the relevant provisions of the CSRC and the stock exchange on share reduction and fulfill the obligation of information disclosure.
9. Relevant risk tips:
(1) 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.
(2) During the implementation of share repurchase, the company is affected by external environment changes, temporary business needs and other factors, resulting in the risk that the funds required for share repurchase are not in place in time, resulting in the failure to implement the repurchase plan as planned. (3) Due to major changes in the company’s production and operation, financial status and external objective conditions, the risk of changing or terminating the repurchase scheme according to the rules.
(4) The repurchased shares will be used for the A-share restricted stock equity incentive plan. The remuneration and assessment committee of the board of directors of the company will formulate the draft of A-share restricted stock equity incentive plan as soon as possible, submit it to the board of directors and the general meeting of shareholders for decision-making, and perform relevant regulatory approval / filing and information disclosure procedures. If the company fails to successfully implement the above purposes, there is a risk that the repurchased shares cannot be granted. In case of the above-mentioned failure to grant, there is a risk of initiating the cancellation procedure of the shares not granted.
During the repurchase period, the company will choose the opportunity to make the repurchase decision according to the market conditions, implement it, and timely perform the obligation of information disclosure according to the progress of the repurchase of shares. Please pay attention to the investment risks. In accordance with the company law, the securities law, the opinions on supporting the repurchase of shares by listed companies, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – repurchase of shares and other laws, regulations and normative documents, as well as the relevant provisions of the company’s charter, the company plans to repurchase the company’s issued A-share shares by means of centralized bidding (hereinafter referred to as “this repurchase”), As the stock source of the company’s A-share restricted stock equity incentive plan. The details are as follows:
1、 Main contents of repurchase plan
(I) purpose of share repurchase
Based on the confidence in the future development prospect and the high recognition of the company’s value, in order to further improve the corporate governance structure, establish and improve the company’s long-term incentive and restraint mechanism, enhance the company’s core competitiveness, enhance the company’s overall value, and ensure the realization of the company’s development strategy and business objectives, the company comprehensively considers the business development prospect, operation, financial status Based on the future profitability and the recent performance of the company’s shares in the secondary market, the company plans to repurchase A-Shares with its own funds as the stock source of the A-share restricted stock equity incentive plan.
(II) the repurchased shares meet the relevant conditions
The company’s share repurchase meets the following 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 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 Shenzhen Stock Exchange.
Therefore, the share repurchase meets the conditions specified in Article 7 of the rules for share repurchase of listed companies and Article 10 of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase.
(III) method and price range of share repurchase
The way of share repurchase this time is to repurchase by centralized bidding.
The repurchase price shall not exceed RMB 26.65 per share, and the upper limit of the repurchase price shall not be higher than 150% of the average trading price of the company’s shares 30 trading days before the board of directors passed the repurchase resolution. The actual repurchase price shall be determined by the company’s operating management during the implementation of the repurchase in combination with the company’s secondary market stock price, the company’s financial status and operating conditions.
In case of ex right and ex interest matters such as distribution of dividends, bonus shares and conversion of provident fund into share capital during the repurchase period, the company will adjust the repurchase price accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. (IV) type, purpose and quantity of repurchased shares, proportion in total share capital and total amount of funds to be used for repurchases
The type of shares repurchased this time is RMB ordinary shares (A shares) issued by the company. The shares repurchased this time will be used to implement the A-share restricted stock equity incentive plan.
The maximum number of shares to be repurchased this time is 15242175 shares, that is, no more than 0.2% of the current total share capital of the company; The lower limit is 7621088 million shares, which is no less than 0.1% of the current total share capital of the company; The upper limit does not exceed 1 time of the lower limit.
The total amount of funds to be used for repurchase this time is about 203 million yuan to 406 million yuan.
The specific repurchase quantity, proportion in the total share capital of the company and the total amount of funds to be used for repurchase this time shall be subject to the actual repurchase situation of the company when the repurchase is completed or the repurchase implementation period expires.
In case of ex right and ex interest matters such as distribution of dividends, bonus shares and conversion of provident fund into share capital during the repurchase period, the company will adjust the number of repurchased shares accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
(V) source of funds for share repurchase
The capital source of this share repurchase is the company’s own funds.
(VI) implementation period of share repurchase
1. The implementation period of this share repurchase is within 12 months from the date when the board of directors of the company deliberates and approves the repurchase plan. If the following conditions are met, the repurchase period will expire in advance:
(1) If the amount of funds used or the number of shares repurchased reaches the maximum within this 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 in advance, the repurchase period shall expire in advance from the date of deliberation and approval by the board of directors.
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, and carry out it in accordance with relevant laws and regulations, China Securities Regulatory Commission and Shenzhen Stock Exchange.
2. The company shall not repurchase shares during the following window 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 and Shenzhen Stock Exchange.
(VII) changes in the company’s equity structure after the repurchase is expected to be completed
The maximum number of shares to be repurchased this time is 15242175 shares, that is, no more than 0.2% of the current total share capital of the company; The minimum number of shares to be repurchased this time is 7621088 million shares, which is no less than 0.1% of the current total share capital of the company. Assuming that the repurchased shares will be used in the A-share restricted stock equity incentive plan and locked up, the company’s equity situation is expected to change as follows:
Increase or decrease before repurchase and after repurchase
Number of shares (shares) (%) number of shares (shares) (%)
Calculated according to the maximum number of repurchased shares of 15242175 shares
A shares 591929146477.67 – 591929146477.67
Outstanding shares 591929146477.67 – 15242175590404928977.47
Restricted shares – 0.00 + 152421750.20
H shares 170179620022.33 – 170179620022.33
Calculated according to the lower limit of 7621088 million shares repurchased
19291774677 – 1929177594 shares
Outstanding shares 591929146477.67 – 762108859116737677.57
Restricted shares – 0.00 + 76210880.10
H shares 170179620022.33 – 170179620022.33
Note: other factors are not considered in the above changes. 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.
(VIII) the analysis of the management 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 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 December 31, 2021, the total assets of the company were 535855 billion yuan, a year-on-year increase of 17.14%; The owner’s equity attributable to shareholders of listed companies was 106625 billion yuan, a year-on-year increase of 8.62%; Monetary capital (after deducting customer deposits) is RMB 21.816 billion. In 2021, the company achieved an operating revenue of 34.250 billion yuan, a year-on-year increase of 17.48%; The net profit attributable to the parent company was 10.854 billion yuan, a year-on-year increase of 8.13%, and its profitability ranked among the forefront of the industry.
According to the calculation that the maximum amount of repurchase funds is about 406 million yuan, the proportion of repurchase funds in the total assets of the company, net assets attributable to shareholders of listed companies and monetary funds (after deducting customer deposits) are 0.0758%, 0.3808% and 1.8610% respectively. According to the above financial data, combined with the company’s stable operation, risk control and other factors, the company believes that this share 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 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 and creditors; This share 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 and actual controllers of the listed company buying and selling the shares of the company within six months before the board of directors makes the resolution to repurchase the shares, 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; Reduction plan of shareholders holding more than 5% and their persons acting in concert in the next six months
The company has no controlling shareholder or actual controller.
According to the self-examination of the company, the directors, supervisors and senior managers of the company did not buy or sell the shares of the company 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 was no plan to increase or decrease their holdings during the repurchase period.
After the inquiry of the company, the shareholders holding more than 5% of the shares of the company and the persons acting in concert replied: there is no plan to reduce the shares of the company in the next six months; If the relevant reduction work is carried out in the next six months, it will comply with the relevant provisions of the CSRC and the stock exchange on share reduction and fulfill the obligation of information disclosure.
(x) relevant arrangements for cancellation or transfer according to law after share repurchase, as well as relevant arrangements for preventing infringement on the interests of creditors
The shares repurchased this time are intended to be used by the company to implement the A-share restricted stock equity incentive plan. If the repurchased shares are not used for the above purposes within 3 years after the issuance of the repurchase results and share change announcement, the unused repurchased shares will be cancelled in accordance with the provisions of relevant laws and regulations.
The repurchased shares are intended to be used as shares of the company’s A-share restricted stock equity incentive
