Securities code: Beijing Baolande Software Corporation(688058) securities abbreviation: Beijing Baolande Software Corporation(688058) Announcement No.: 2022025 Beijing Baolande Software Corporation(688058) about
Announcement on the share repurchase plan of the company 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Beijing Baolande Software Corporation(688058) (hereinafter referred to as " Beijing Baolande Software Corporation(688058) " or "the company") the main contents of the share repurchase scheme of the company by means of centralized bidding transaction are as follows:
1. Purpose of the shares to be repurchased: the shares repurchased this time are intended to be used for equity incentive or employee stock ownership plan at an appropriate time in the future, and will be transferred within three years after the announcement date of share repurchase results and share changes; If the company fails to use up the repurchased shares within three years after the announcement of share repurchase results and share changes, the unused repurchased shares will be cancelled. If the state makes adjustments to relevant policies, the repurchase scheme shall be implemented according to the adjusted policies;
2. Total capital of Share Repurchase: no less than RMB 40 million (inclusive) and no more than RMB 80 million (inclusive);
3. Term of Share Repurchase: within 12 months from the date when the board of directors deliberates and approves the share repurchase plan; 4. The price of repurchased shares: no more than 125 yuan / share (inclusive), which is no more than 150% of the average trading price of the company's shares 30 trading days before the board of directors passed the resolution on repurchasing shares;
5. Source of funds for Share Repurchase: the source of funds for this share repurchase is the company's own funds or self raised funds.
Whether there is a reduction plan for relevant shareholders:
The company's controlling shareholder, actual controller, chairman and general manager and repurchase proposer, other shareholders holding more than 5%, directors, supervisors and senior managers have no plan to reduce the company's shares in the next three months and six months. If the share reduction plan is to be implemented in the future, the company will timely perform the obligation of information disclosure in accordance with relevant regulations.
Relevant risk tips:
1. There is a risk that the stock price of the company continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the failure to implement the repurchase plan smoothly;
2. 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 plan, there is a risk that the repurchase plan cannot be implemented smoothly or the repurchase plan can be changed or terminated in accordance with relevant regulations;
3. The repurchased shares of the company are intended to be used for employee stock ownership plan or equity incentive at an appropriate time in the future. If the company fails to implement the above purpose within the time limit specified by laws and regulations, there is a risk of starting the cancellation procedure of non transferred shares;
4. If the regulatory authorities issue new normative documents related to repurchase, it may lead to the risk that the corresponding terms of repurchase need to be adjusted according to the new regulatory regulations during the implementation of this repurchase. During the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions, and fulfill the obligation of information disclosure in time according to the progress of the repurchase of shares.
1、 Review and implementation procedures of repurchase scheme
(I) on April 17, 2022, the company held the 10th meeting of the third board of directors, deliberated and adopted the proposal on repurchase of shares of the company by means of centralized bidding transaction. All directors of the company attended the meeting and adopted the proposal with 7 votes in favor, 0 votes against and 0 abstentions. The independent directors expressed their independent opinions on the matter.
(II) according to Articles 24, 25 and 26 of the articles of association, the share repurchase plan does not need to be submitted to the general meeting of shareholders for deliberation.
(III) on April 15, 2022, the company received the letter on proposing Beijing Baolande Software Corporation(688058) repurchase of the company's shares submitted by the controlling shareholder, actual controller, chairman and general manager Mr. Yi Cundao to the board of directors of the company, proposing to repurchase part of the company's shares through the trading system of Shanghai stock exchange through centralized bidding transaction, and use it for equity incentive or employee stock ownership at an appropriate time in the future, The source of funds for share repurchase is the company's own funds or self raised funds.
The above-mentioned proposal time and procedures, as well as the deliberation time and procedures of the board of directors, comply with the relevant provisions of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 - share repurchase and so on.
2、 Main contents of repurchase plan
(I) purpose and purpose of the company's share repurchase
Based on the stability of the company's stock price, confidence in the industry prospect and future development of the company, and recognition of the company's long-term investment value, in order to further establish and improve the company's long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company's employees, and effectively combine the interests of shareholders, the company and the personal interests of the core team, The shares repurchased this time are intended to be used for equity incentive or employee stock ownership plan at an appropriate time in the future, and will be transferred within three years after the announcement date of share repurchase results and share changes; If the company fails to use up the repurchased shares within three years after the announcement of share repurchase results and share changes, the unused repurchased shares will be cancelled. If the state makes adjustments to relevant policies, the repurchase plan shall be implemented according to the adjusted policies. (II) types of shares to be repurchased
RMB ordinary shares (A shares) issued by the company.
(III) method of share repurchase
Centralized bidding transaction method.
(IV) term of share repurchase
Within 12 months from the date when the board of directors deliberates and approves the share repurchase plan; During the implementation of the repurchase, 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 and disclosed in time after the resumption of trading.
If the following conditions are met, the repurchase period will expire in advance:
1. If, within the repurchase period, the use amount of the repurchase fund reaches the upper limit, the implementation of the repurchase plan is completed, and the repurchase period expires 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.
3. The company shall not repurchase shares during the following periods:
(1) If the announcement date is delayed due to special reasons within 10 trading days before the company's 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;
(2) Within 10 trading days before the announcement of the company's performance forecast or performance express;
(3) 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;
(4) Other circumstances prescribed by the CSRC and the Shanghai Stock Exchange.
(V) number of shares repurchased, proportion in the total share capital of the company and total capital
The shares repurchased this time are intended to be used for equity incentive or employee stock ownership plan at an appropriate time in the future, and will be transferred within three years after the announcement date of share repurchase results and share changes; If the company fails to use up the repurchased shares within three years after the announcement of share repurchase results and share changes, the unused repurchased shares will be cancelled.
If the state makes adjustments to relevant policies, the repurchase scheme shall be implemented according to the adjusted policies;
The number of repurchased shares and its proportion in the total share capital of the company: Based on the current total share capital of the company of 40000000 shares, and calculated according to the maximum amount of repurchased funds of 80 million yuan and the maximum price of repurchased shares of 125 yuan / share, the number of repurchased shares is expected to be 640000 shares, accounting for about 1.60% of the current total share capital of the company. Based on the calculation of the lower limit of 40 million yuan of total repurchase funds and the upper limit of 125 yuan / share of share repurchase price, it is estimated that the number of shares to be repurchased is 320000, accounting for about 0.80% of the current total share capital of the company.
The specific repurchase quantity and proportion in the total share capital of the company shall be subject to the actual repurchase situation of the company when the repurchase is completed or the repurchase implementation period expires.
The total capital of Share Repurchase: no less than 40 million yuan (inclusive) and no more than 80 million yuan (inclusive).
The repurchase fund is 80 million yuan, and the repurchase fund is 40 million yuan
Share of repurchases in the company's share of planned repurchases during the implementation period of the company's repurchases planned repurchases planned repurchases planned repurchases planned repurchases planned repurchases
Total share capital for limited purposes
Total amount
Proportion of
(shares) (RMB 10000) (shares) (RMB 10000)
（%） （%）
Used for the incentive of 640000 shares from the review power of the board of directors 1.6080003200000.804000 through this or employee share repurchase
Within 12 months from the date of the shareholding plan
Total 6400001.6080003200000.804000/
(VI) price of this repurchase
The average price of shares repurchased by the company on the day before the board of directors does not exceed RMB 125.00 (excluding the average price of shares repurchased by the company on the day before the resolution of the board of directors). The specific repurchase price shall be determined by the company's management authorized by the board of directors based on the stock price in the secondary market during the implementation of the repurchase.
If the company has implemented ex rights and ex interest matters such as conversion of capital reserve into share capital, cash dividends, distribution of stock dividends, allotment of shares, stock subdivision or stock reduction during the repurchase period, the company will adjust the upper limit of repurchase price accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange.
(VII) total capital of this repurchase
The total amount of funds for this repurchase is no less than 40 million yuan (inclusive) and no more than 80 million yuan (inclusive). The source of funds is the company's own funds or self raised funds.
(VIII) expected changes in the company's equity structure after repurchase
According to the calculation of the upper limit of the repurchase amount of 80 million yuan and the upper limit of the repurchase price of 125 yuan / share, assuming that all the repurchase shares are used for equity incentive or employee stock ownership plan and are locked, the changes in the company's equity structure are expected to be as follows:
Before and after repurchase
Change in nature of shares
Number of shares (shares) proportion (shares) number of shares (shares) proportion
Limited sales conditions
Outstanding shares 1765800044.15% 6400001829800045.75%
Unlimited sale conditions
Tradable shares 2234200055.86% - 64 Shenzhen Kaifa Technology Co.Ltd(000021) 70200054.26%
Total 400 Ping An Bank Co.Ltd(000001) 00.00% 400 Ping An Bank Co.Ltd(000001) 00.00%
Note: the slight difference in the above proportion is due to the rounding of two digits after the decimal point. The above changes do not take into account the impact of other factors. The above calculation data are only for reference. The specific number of shares repurchased and the actual changes in the company's equity structure shall be subject to the subsequent implementation.
(IX) the management's analysis on the possible impact of this share repurchase on the company's operation, profitability, finance, R & D, debt performance, future development and maintaining its listing status
As of December 31, 2020, the total assets of the company were 1018442200 yuan, and the owner's equity attributable to the shareholders of the listed company was 980380200 yuan. Assuming that the upper limit of 80 million yuan of repurchase funds has been used up, the proportion of repurchase funds in the company's total assets and net assets attributable to shareholders of listed companies as of December 31, 2020 is 7.86% and 8.16% respectively. The implementation of share repurchase has little impact on the company's solvency, as of February
