Report on repurchase of a shares
Securities code: China Vanke Co.Ltd(000002) , 299903 securities abbreviation: Vanke A, Vanke H
Announcement No.: (10000) 2022039
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1. Important content tips:
(1) In order to protect the company’s value and shareholders’ rights and interests, China Vanke Co.Ltd(000002) (hereinafter referred to as “the company”) plans to buy back the company’s RMB common shares (A shares) by means of centralized bidding with self raised funds. The total amount of repurchase funds shall not exceed RMB 2.5 billion and not less than RMB 2 billion, and the repurchase price shall not exceed RMB 18.27/share. The repurchase period is within 3 months from the date when the board of directors of the company deliberates and approves the share repurchase plan (due to the plan to disclose the report of the first quarter of 2022 on April 29, 2022, according to the rules of the stock exchange of Hong Kong, the repurchase will not be possible before April 28, 2022 (including that day).
(2) The company held the 15th meeting of the 19th board of directors on March 30, 2022, deliberated and adopted the proposal on repurchase of some A shares, and the independent directors expressed their independent opinions on the repurchase.
(3) The company has opened a special securities account for share repurchase in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
2. Risk tips:
(1) There is a risk that the company’s 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) The risk that the repurchase plan may be changed or terminated according to the rules due to major changes in the company’s production and operation, financial status and external objective conditions.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other relevant laws and regulations, normative documents and the relevant provisions of the company’s articles of association, the relevant matters of the company’s A-share repurchase are hereby announced as follows:
1、 Main contents of repurchase plan
(I) purpose of share repurchase
In order to safeguard the company’s value and shareholders’ rights and interests, the company plans to use self raised funds to repurchase part of the company’s A-share shares in the form of centralized bidding transaction on the basis of comprehensive consideration of business operation, financial status and future development prospects, so as to boost investor confidence and safeguard the interests of the company and shareholders.
(II) ways and uses of share repurchases
The way of this repurchase is to repurchase the company’s A-share shares through the trading system of Shenzhen Stock Exchange in the form of centralized bidding transaction.
The purpose of the repurchased shares is “necessary to maintain the company’s value and shareholders’ equity”, and all the repurchased shares will be used for sale. If the company fails to implement the above purpose within 36 months after the completion of share repurchase, the unused part will be cancelled according to relevant procedures. The purpose of this share repurchase meets the conditions specified in paragraph 2 of Article 2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase.
(III) pricing principle of shares to be repurchased
In combination with the current financial and operating conditions of the company, it is proposed that the share repurchase price shall not exceed 18.27 yuan / share and 150% of the average trading price of A-Shares in the 30 trading days before the repurchase resolution of the board of directors. The specific repurchase price will be determined based on the stock price of the company’s secondary market, the company’s financial and operating conditions.
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 total amount of funds to be used for repurchase shall not be less than RMB 2 billion (inclusive) and not more than RMB 2.5 billion (inclusive). The specific total amount of repurchase funds shall be subject to the total amount of funds actually used to repurchase shares at the expiration of the repurchase period.
The source of funds for this repurchase is the company’s own funds or self raised funds. In the future, the company can issue corporate bonds or preferred shares to replace funds to the extent permitted by laws and regulations.
(V) type and quantity of shares to be repurchased and their proportion in the total share capital of the company
Types of shares to be repurchased: RMB ordinary shares (A shares) issued by the company.
The number of shares to be repurchased and its proportion in the total share capital of the company: according to the calculation of the upper limit of 2.5 billion yuan of total repurchased funds and the upper limit of 18.27 yuan / share of repurchased shares, the number of repurchased shares is expected to be about 136836344 shares, accounting for about 1.18% of the current total share capital of the company; According to the calculation of the lower limit of the total repurchase amount of RMB 2 billion and the upper limit of the share repurchase price of RMB 18.27/share, the number of shares that can be repurchased is expected to be about 109469075 shares, accounting for about 0.94% 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.
(VI) implementation period of share repurchase
1. Specific implementation period
The repurchase period necessary to safeguard the company’s value and shareholders’ rights and interests is: within 3 months from the date when the board of directors of the company deliberates and approves the repurchase plan of some A shares (due to the plan to disclose the report of the first quarter of 2022 on April 29, 2022, in accordance with the requirements of the Securities Listing Rules of Hong Kong Stock Exchange Co., Ltd. (hereinafter referred to as the “rules of the Hong Kong Stock Exchange”), Repurchase cannot be implemented before April 28, 2022 (inclusive).
If the following conditions are met during the repurchase period, the repurchase period will expire ahead of schedule and the repurchase plan will be implemented:
(1) If the use amount of repurchase funds reaches the maximum within the repurchase period, the repurchase plan will be implemented, that is, 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.
According to the authorization of the general meeting of shareholders and the board of directors, the company will choose the opportunity to make the repurchase decision according to the market conditions within the repurchase period and implement it according to law.
2. No repurchase period
The company shall not repurchase its shares within the following periods:
(1) Within 30 days before the disclosure of the company’s periodic report in accordance with the rules of the Hong Kong Stock Exchange;
(2) According to the requirements of Shenzhen Stock Exchange, within 10 trading days before the announcement of performance forecast or 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 the CSRC of Hong Kong.
(VII) specific authorization for handling the share repurchase
In order to successfully implement the company’s share repurchase plan, the board of directors authorizes the president of the company and his sub authorized person to handle matters related to the repurchase of a shares. The contents and scope of authorization include but are not limited to:
1. Establishing a special securities account for repurchase and other related matters;
2. Choose the opportunity to repurchase shares within the repurchase period, including the time, price and quantity of repurchase;
3. Adjust the specific implementation plan and handle other matters related to share repurchase in accordance with relevant regulations and the requirements of regulatory authorities;
4. Make, modify, supplement, sign, submit, report and execute all agreements, contracts and documents occurred in the process of repurchasing some A shares, and make relevant declarations;
5. Handle other matters not listed above but necessary for this share repurchase in accordance with relevant provisions (i.e. applicable laws, regulations and relevant provisions of regulatory authorities).
The above authorization starts from the date when the board of directors of the company deliberates and approves the repurchase plan to the date when the above authorized matters are completed.
(VIII) expected changes in the company’s share capital structure after repurchase
According to the calculation based on the upper limit of share repurchase price of 18.27 yuan / share, the upper limit of share repurchase is 136836344 shares and the lower limit is 109469075 shares. According to the current equity structure of the company, if all the repurchased shares are used for sale, it is expected that there will be no change in the total share capital and equity structure of the company after the repurchased shares are sold.
If the repurchased shares fail to be transferred, based on the total share capital of the company up to now, calculated according to the repurchase limit of 136836344 shares and all of them are cancelled, the changes of the company’s share capital structure based on this calculation are as follows:
Before and after repurchase
Nature of shares
Number of shares (share) proportion number of shares (share) proportion
Tradable shares with limited sales conditions 66432680.06%
Tradable shares without sale conditions 1161874010799.94% 1148190376399.94%
Total share capital 11625383375100.00% 11488547031100.00%
If the repurchased shares fail to be transferred, based on the total share capital of the company up to now, calculated according to the repurchase lower limit of 109469075 shares and all of them are cancelled, the changes of the company’s share capital structure calculated based on this are as follows:
Before and after repurchase
Nature of shares
Number of shares (share) proportion number of shares (share) proportion
Tradable shares with limited sales conditions 66432680.06%
Tradable shares without sale conditions 1161874010799.94% 1150927103299.94%
Total share capital 11625383375100.00% 11515914 Ningbo Shuanglin Auto Parts Co.Ltd(300100) .00%
Note: 1. The above changes do not take into account the impact of other factors. The above calculation data are for reference only. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration or completion of the repurchase.
After the implementation of the share repurchase scheme, the shares held by the public still account for more than 10% of the total shares of the company, which will not cause the equity distribution of the company to fail to meet the listing conditions. This share repurchase will not affect the listing status of the company and change the control right of the company.
(IX) the management’s analysis of the impact of this share repurchase on the company’s operation, finance 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 December 31, 2021, the total assets of the company are about 1938638 billion yuan, the monetary capital is about 149352 billion yuan, and the net assets attributable to the shareholders of the listed company are about 237234 billion yuan. Assuming that the repurchase amount is up to RMB 2.5 billion, according to the financial data on December 31, 2021, the repurchase fund accounts for about 0.13% of the company’s total assets and about 1.05% 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 2.5 billion will not have a significant impact on the company’s operation, finance and future development.
All directors have promised on March 30, 2022: all directors will be honest, trustworthy, diligent and responsible in this 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.
(x) whether the controlling shareholders, actual controllers, directors, supervisors and senior managers of the listed company have bought and sold the shares of the company within six months before the board of directors makes the share repurchase resolution, whether they have carried out insider trading and market manipulation alone or jointly with others, and the increase or decrease plan during the repurchase period
Within six months before the board of directors made the resolution to repurchase shares, the largest shareholder, directors, supervisors and senior managers of the company did not buy or sell shares of the company, nor did they conduct insider trading and market manipulation alone or jointly with others.
Some directors, supervisors and senior managers of the company intend to increase their holdings of the company’s shares. For details, see the announcement on the plan of directors, supervisors and senior managers to increase their holdings of A-Shares of the company disclosed on cninfo.com on March 31, 2022. In addition, there is no increase or decrease plan during the repurchase period.
（11） Reduction plan of shareholders holding more than 5% and their persons acting in concert in the next six months
According to the letter sent on March 30, 2022, the shareholders holding more than 5% of the company and their persons acting in concert have no reduction plan in the next six months.
（12） Relevant arrangements for legal transfer or cancellation after share repurchase and prevention of infringement on the interests of creditors
All the shares repurchased this time will be used for sale. If the aforesaid purpose cannot be implemented within 36 months after the completion of share repurchase, the company will perform relevant procedures to cancel the unused part and reduce the registered capital. At that time, the company will also《
