Securities code: Lingyi Itech (Guangdong) Company(002600) securities abbreviation: Lingyi Itech (Guangdong) Company(002600) Announcement No.: 2022049 Lingyi Itech (Guangdong) Company(002600)
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. Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as "the company") plans to use its own funds to buy back the company's shares in the form of centralized bidding transaction, and the repurchased shares will be subsequently used for equity incentive plan or employee stock ownership plan.
2. Repurchase scale: the total amount of repurchase funds shall not be less than RMB 300 million (inclusive) and not more than RMB 60 million (inclusive).
3. Repurchase price: no more than 8 yuan / share (inclusive), which is no higher than 150% of the average trading price of the company's shares 30 trading days before the board of directors adopted the repurchase resolution.
4. Repurchase period: the implementation period of share repurchase is within 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan
5. Source of repurchase funds: self owned funds.
6. The repurchase of the company's shares has been deliberated and approved at the 19th meeting of the Fifth Board of directors held on April 7, 2022. According to the provisions of the articles of association, the repurchase plan does not need to be submitted to the general meeting of shareholders for deliberation.
7. The company has opened a special securities repurchase account in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
8. Risk tips:
(1) If the stock price of the company continues to exceed the upper limit of the price disclosed in the repurchase plan during the repurchase period, there may be a risk that the repurchase cannot be implemented;
(2) During the implementation of share repurchase, the company is affected by external environmental changes, temporary business needs and other factors, resulting in the failure to timely put in place the funds required for share repurchase, there is a risk that the repurchase will not be implemented smoothly;
(3) In case of major events that have a significant impact on the trading price of the company's shares, or major changes in the company's production and operation, financial conditions and external objective conditions, or other events that lead to the decision of the board of directors to terminate the repurchase, there is a risk that the repurchase plan cannot be implemented smoothly or the repurchase will be changed or terminated in accordance with relevant regulations;
(4) The repurchased shares are intended to be used to implement the employee stock ownership plan or equity incentive. If the company fails to implement the above purposes within the time limit specified by laws and regulations, there is a risk that the repurchased shares cannot be fully granted. This repurchase will not have a significant impact on the company's business activities, financial status and future major development, and will not affect the company's status as a listed company.
The company will implement it according to the actual situation during the repurchase period, and timely perform the obligation of information disclosure according to the progress of the share 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 articles of association and other laws, regulations and normative documents, the company has prepared the repurchase report, with the specific contents as follows:
1、 Main contents of repurchase plan
(I) purpose and purpose of the shares to be repurchased
Based on the confidence in the company's future development prospects and recognition of the company's value, in order to further improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of the company's core backbone and excellent employees, and jointly promote the company's long-term development, the company plans to buy back some shares of the company with its own funds in the form of centralized bidding transaction on the basis of considering its business development prospects, operation, financial status and future profitability, Used to implement employee stock ownership plan or incentive plan. However, if the company fails to use the repurchased shares for employee stock ownership plan or equity incentive within 36 months after the completion of this repurchase, the shares repurchased by the company will be cancelled after performing the procedures according to law.
(II) the repurchased shares meet the relevant conditions
The shares repurchased by the company meet the relevant conditions specified in Article 10 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 - share repurchases:
1. The company's shares have been listed for one year;
2. After repurchasing shares, the company has the ability of debt performance and sustainable operation;
3. After the share repurchase, the equity distribution of the company meets the listing conditions;
4. Other conditions stipulated by the CSRC. (III) 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 used for repurchases
1. Types of repurchased shares: RMB ordinary shares (A shares) issued by the company.
2. The number of repurchases, the proportion in the total share capital of the company and the total amount of funds to be used for repurchases:
If the upper limit of repurchase amount is 60 million yuan and the upper limit of repurchase price is 8 yuan / share, the number of repurchased shares is expected to be about 75 million shares, accounting for about 1.06% of the total issued share capital of the company; If the lower limit of the repurchase amount is 300 million yuan and the upper limit of the repurchase price is 8 yuan / share, it is estimated that the number of shares to be repurchased is about 37500000 shares, accounting for about 0.53% of the total issued share capital of the company. The company has determined that the price of the shares to be repurchased this time is no more than 8 yuan / share, which does not exceed 150% of the average trading price of the company's shares 30 trading days before the board of directors deliberates and adopts the share repurchase resolution. The actual share repurchase price shall be determined by the board of directors of the company after the repurchase is started according to the specific situation of the company's shares and in combination with the company's financial and operating conditions. The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased when the repurchase is completed. The final amount will be determined according to the specific situation of the company's shares and the company's financial and operating conditions after the start of the repurchase. The source of funds is the company's own funds.
In case of ex right and ex dividend matters such as conversion of capital reserve into share capital, distribution of shares or cash dividends, stock subdivision, reduction of shares, allotment of shares or issuance of share capital warrants during the repurchase period, the upper limit of 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 right and ex dividend of share price.
(IV) term of shares to be repurchased
1. The implementation period of this share repurchase shall not exceed 12 months from the date when the board of directors deliberates and approves the share repurchase plan. During the implementation of the repurchase plan, if the trading of the company's shares has been suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period may be extended, but the extended period shall not exceed the maximum period specified by the CSRC and Shenzhen Stock Exchange. In case of such situation, the company will disclose in time whether to extend the implementation. If the following conditions are met, the repurchase period will expire in advance:
(1) If the use amount of repurchase funds reaches the minimum within the repurchase period, the repurchase plan can be completed, or if the use amount of repurchase funds reaches the maximum within the repurchase period, the repurchase period will expire in advance from that date;
(2) If the board of directors of the company decides to terminate the repurchase, the repurchase period shall come into effect from the resolution of the board of directors
It shall expire in advance from the date of.
2. The company shall not repurchase shares during the following window periods:
(1) Within ten trading days before the announcement of the company's annual report and semi annual report, the public announcement is postponed due to special reasons
If the announcement date is announced, it shall be calculated from the ten trading days before the original appointment 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
During the decision-making process, to the date of disclosure according to law;
(4) Other circumstances prescribed by the CSRC.
The board of directors of the company will make the repurchase decision and implement it according to the market situation within the repurchase implementation period
Shi.
(V) expected changes in the company's equity structure after repurchase
The total capital of the company's share repurchase this time shall not be less than RMB 300 million (inclusive), and shall not exceed people
RMB 60 million (inclusive). If calculated according to the upper limit of the repurchase price of 8 yuan / share, it is assumed that the shares will be repurchased this time
All shares are used for employee stock ownership plan or equity incentive and are locked up. It is expected that the company's equity structure will change
The situation is as follows:
Before this repurchase, the repurchase shall be conducted according to the upper limit of the repurchase amount, and after the repurchase shall be conducted according to the lower limit of the repurchase amount
Proportion of share type in total share capital in total share capital in total share capital (%) proportion of share number (share) (%) proportion of share number (share) (%) proportion of share number (share) (%)
1、 Limited sales conditions 1822972802.58% 2572972803.64% 2197972803.11% tradable shares
2、 Non sale conditions 688881672397.42% 681381672396.36% 685131672396.89% tradable shares
Total share capital 7071114003100.00% 7071114003100.00% 7071114003100.00%
Note: the above changes are the calculation results, and other factors have not been considered for the time being. The specific number of shares to be repurchased shall be completed by repurchasing
The number of shares actually repurchased at the time of completion shall prevail.
(VI) the management's opinions on the impact of this share repurchase on the company's operation, profitability, finance, R & D and debt
Analysis on the possible impact of business performance ability, future development and maintaining the listing status
As of December 31, 2021 (audited), the total assets of the company are 355466514 yuan
The net assets attributable to the shareholders of the listed company are 15805657000 yuan and the current assets are
RMB 18814540100. The maximum amount of funds for this repurchase is RMB 60 million
The upper limit of the total purchase amount accounts for 1.69%, 3.80% of the company's total assets, net assets and current assets respectively
3.19%。 Therefore, considering the actual operation and future development of the company, the company believes that the funds used in this repurchase will not have a significant impact on the company's operation, finance and future development, nor will it change the company's status as a listed company.
This share repurchase is used for the later implementation of equity incentive or employee stock ownership plan, which is conducive to the company's improvement of talent incentive mechanism, can effectively take into account the personal interests of shareholders, the company and core team, and enable all parties to work closely together to promote the long-term development of the company, which will help protect the rights and interests of the company and the majority of investors; It will not have a significant impact on the company's operation, finance, R & D and future development; It will not damage the company's debt performance ability and sustainable operation ability; It will not lead to changes in the company's control, nor will it change the company's status as a listed company, and the equity distribution still meets the listing conditions.
All directors of the company promise that this share repurchase will not damage the debt performance ability and sustainable operation ability of the listed company.
(VII) whether the directors, supervisors and controlling shareholders of the listed company buy and sell the shares of the company through centralized bidding in the secondary market within 6 months before the board of directors makes the share repurchase resolution, whether there is a conflict of interest with the repurchase plan, whether there is insider trading and market manipulation, and whether there is a plan to increase or decrease the shares during the repurchase period
The controlling shareholders, directors, supervisors and senior managers of the company did not buy or sell the shares of the company through centralized bidding in the secondary market within six months before the board of directors made the resolution to buy back the shares; The controlling shareholders, directors, supervisors and senior managers of the company do not conduct insider trading and market manipulation alone or jointly with others. The controlling shareholder of the company voluntarily promises not to actively reduce its 4139524021 directly held shares of the company from August 13, 2021 to February 12, 2022. For details, see the company's website on cninfo.com.cn on August 12, 2021 Announcement on the voluntary commitment of controlling shareholders not to reduce their holdings (Announcement No.: 2021098).
In addition, the directors, supervisors and senior managers of the company have no clear plan to increase or decrease their holdings during the repurchase period. If relevant personnel plan to implement the share reduction plan in the future, the company will timely perform the obligation of information disclosure in accordance with the requirements of laws, regulations and normative documents.
(VIII) relevant arrangements for cancellation or transfer according to law after share repurchase
The shares repurchased this time are intended to be used for equity incentive or employee stock ownership plan. If the company fails to implement the above purposes within 36 months after issuing the repurchase results and share change announcement, the unused repurchased shares will be cancelled, which will be implemented in accordance with relevant laws, regulations and policies.
(IX) relevant arrangements for the company to prevent infringement on the interests of creditors
This share repurchase will not have a significant impact on the company's business activities, financial status and future development. If the company cancels the repurchased shares, it will notify the creditors in accordance with the company law of the people's Republic of China and other relevant provisions, so as to fully protect the legitimate rights and interests of the creditors.
(x) specific authorization for handling the share repurchase
In order to ensure the smooth implementation of the company's repurchase plan, the company's management is authorized to fully handle the matters related to the repurchase within the scope permitted by relevant laws, regulations and normative documents, including but not limited to: 1. Formulate and adjust the specific implementation plan of the repurchase according to the specific situation of the company and the market within the scope permitted by laws, regulations and normative documents, including but not limited to the repurchase time Repurchase price, repurchase quantity and other information related to this repurchase
