Securities code: Jinhe Biotechnology Co.Ltd(002688) securities abbreviation: Jinhe Biotechnology Co.Ltd(002688) Announcement No.: 2022017 Jinhe Biotechnology Co.Ltd(002688)
Announcement on the scheme of repurchasing some public shares
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
1. Jinhe Biotechnology Co.Ltd(002688) (hereinafter referred to as “the company”, “the company” or ” Jinhe Biotechnology Co.Ltd(002688) “) plans to use its own funds to repurchase some public shares in the form of centralized bidding transaction, all of which are used to implement equity incentive. The maximum price of repurchased shares shall not exceed 7.50 yuan / share. The number of shares to be repurchased this time shall not be less than 16 million shares (inclusive) and not more than 26.67 million shares (inclusive), 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. The term of this share repurchase is within 12 months after the shareholders’ meeting deliberates and approves this plan.
2. Risk tips:
(1) According to relevant laws and regulations and the articles of association, the share repurchase plan shall be submitted to the general meeting of shareholders of the company for deliberation and approval. If the general meeting of shareholders fails to consider and approve the share repurchase plan, the repurchase plan will not be implemented;
(2) If the stock price of the company continues to exceed the upper limit of the repurchase price disclosed in the repurchase plan during the repurchase period, there is a risk that the repurchase plan will not be implemented;
(3) The shares repurchased this time are intended to be used for equity incentive, which may lead to the risk that the company may not be able to meet the requirements of creditors to pay off debts or provide corresponding guarantees, resulting in the difficulty of implementing the repurchase plan; There may also be the risk that the repurchased shares cannot be fully granted due to the failure of the equity incentive to be deliberated and approved by the decision-making bodies such as the board of directors and the general meeting of shareholders, and the incentive object abandons the subscription. There may also be the risk that the repurchased shares cannot be transferred to the equity incentive object at the expiration of the validity period of the repurchased shares.
3. This share repurchase will not have a significant impact on the company’s operation, profitability, finance, R & D, debt performance and future development, and will not change the company’s listing status.
In order to effectively safeguard the interests of the majority of shareholders, enhance the confidence of investors and comprehensively consider the financial situation of the company, the company, in accordance with the relevant provisions of the company law, the securities law, the rules for share repurchase of listed companies, the self regulatory guidelines for listed companies No. 9 – share repurchase of Shenzhen Stock Exchange and the articles of association, It is proposed to buy back part of the public shares from the secondary market in the form of centralized bidding, all of which are used to implement equity incentive. The share repurchase by means of centralized bidding has been deliberated and approved at the 127th meeting of the Fifth Board of directors of the company, and needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The specific repurchase scheme is as follows:
1、 Purpose of share repurchase
Based on the confidence in the company’s future development and the judgment of the company’s value, establish the company’s medium and long-term incentive mechanism, fully mobilize the enthusiasm of the company’s employees, effectively closely combine the interests of shareholders, the company and employees, and promote the healthy and sustainable development of the company. The company plans to repurchase shares through centralized bidding transaction. The shares repurchased this time are intended to be fully used in the equity incentive plan at an appropriate time in the future.
2、 The repurchased shares meet the relevant conditions
The shares repurchased by the company this time comply with the following relevant conditions stipulated 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. 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 repurchasing shares, the equity distribution of the company shall, in principle, meet the listing conditions; If the company intends to terminate the listing and trading of its shares by repurchasing shares, it shall comply with relevant regulations and obtain the consent of Shenzhen Stock Exchange;
5. Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
3、 Method and price range of shares to be repurchased
1. The company will buy back the company’s shares through the trading system of Shenzhen Stock Exchange in the form of centralized bidding trading. 2. The price of the shares repurchased this time shall not exceed 7.50 yuan / share (inclusive), and the 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 resolution on share repurchase. In case of ex rights and ex interests of the company’s share capital during the repurchase period, such as dividend distribution, share distribution, conversion of capital reserve into share capital, stock subdivision, share reduction, share allotment and so on, the company will adjust the repurchase price range accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
4、 The type, purpose 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 repurchased
1. Types of shares to be repurchased this time: RMB ordinary shares (A shares) issued by the company.
2. Purpose of the shares to be repurchased this time: the shares repurchased this time will be used to implement the equity incentive plan. 3. The total capital of the shares to be repurchased this time: no less than RMB 120 million (inclusive) and no more than RMB 200 million (inclusive).
4. The number of shares to be repurchased and its proportion in the total share capital of the company: calculated according to the lower limit of 120 million yuan of total repurchased funds and the upper limit of 7.50 yuan / share, the number of shares to be repurchased is expected to be about 16 million shares, accounting for 2.05% of the current total share capital of the company; According to the calculation of the maximum repurchase fund of 200 million yuan and the maximum repurchase price of 7.50 yuan / share, the number of shares repurchased is expected to be about 26.67 million shares, accounting for 3.42% of the current total share capital of the company.
The specific number of shares and total funds to be repurchased shall be subject to the actual number of shares and total funds to be repurchased at the expiration of the repurchase period.
5、 Capital source of shares to be repurchased
The company’s own funds or self raised funds in accordance with laws and regulations.
6、 Implementation period of share repurchase
1. The implementation period of this share repurchase shall not exceed 12 months from the date when the shareholders’ meeting 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 postponed, and the postponed period shall not exceed the maximum period specified by the CSRC and Shenzhen Stock Exchange.
If the following conditions are met, the repurchase period will expire in advance:
(1) If the repurchase amount reaches the maximum within this period, the implementation of the repurchase plan is completed, that is, the repurchase period expires in advance from that day;
(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.
2. During the repurchase period, the company chooses the opportunity to make the repurchase decision and implement it according to the market conditions. 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.
7、 Expected changes in the company’s equity structure after repurchase
1. If all the shares are repurchased at the highest price according to the lower limit of 120 million yuan (inclusive) of the total capital of the repurchased shares and the repurchase price, the maximum number of repurchased shares is expected to be about 16 million shares, accounting for about 2.05% of the current total share capital of the company. Assuming that all the repurchased shares are used in the equity incentive plan and locked up, the total share capital of the company will not change. The expected changes in the company’s equity structure are as follows:
Pre repurchase and post repurchase (estimated)
Nature of shares
Number of shares (shares) proportion (%)
Restricted shares 142966811.83% 302966813.88%
Non restricted shares 76612571798.17% 75012571796.12%
Total share capital 780422398100%
2. If the company’s total share capital is up to 200 million yuan (inclusive) and the repurchase price is all repurchased at the highest price, the largest number of repurchased shares is expected to be 26.67 million shares, accounting for about 3.42% of the company’s current total share capital. Assuming that all the repurchased shares are used in the equity incentive plan and locked up, the total share capital of the company will not change. The changes of the company’s equity structure are as follows:
Pre repurchase and post repurchase (estimated)
Nature of shares
Number of shares (shares) proportion (%)
Restricted shares 142966811.83% 409666815.25%
Non restricted shares 76612571798.17% 73945571794.75%
Total share capital 780422398100%
Note: the above changes are calculated according to 780422398 shares of the company’s total share capital on the disclosure date of this announcement, without considering the impact of other factors. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
8、 The management analyzed the impact of this share repurchase on the company’s operation, finance, R & D, debt performance ability and future development, and maintained the listing status. All directors made a commitment that this share repurchase would 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 4.065 billion yuan, the balance of monetary funds was 518 million yuan, the net assets attributable to the shareholders of the listed company was 2.438 billion yuan, the asset liability ratio of the company was 33.66%, and the net profit attributable to the shareholders of the listed company was 94 million yuan in 2021. The upper limit of the company’s total repurchase funds is 200 million yuan. According to the audited financial data on December 31, 2021, the repurchase funds account for about 4.92% of the company’s total assets and 8.21% of the net assets attributable to the shareholders of the listed company. The company is in good operation and stable financial condition. The company believes that the share repurchase will not have a significant impact on the company’s operation, finance and debt performance ability.
According to the current operation and financial situation of the company, combined with the profitability and development prospect of the company, the share repurchase of the company will not have a significant impact on the sustainable operation and future development of the company, nor will it have an adverse impact on the profitability, debt performance ability and R & D ability of the company. After the implementation of share repurchase, the equity distribution of the company still meets the listing conditions, does not affect the listing status of the company, and will not lead to changes in the control of the company. All directors promise that this share repurchase will not damage the debt performance ability and sustainable operation ability of the listed company.
9、 Directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the listed company buy and sell the shares of the company within six months before the board of directors makes the share repurchase resolution, and whether there is any explanation on insider trading and market manipulation alone or jointly with others
After verification, the company’s directors, supervisors, senior managers, controlling shareholders and actual controllers did not buy or sell the company’s shares within 6 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.
Some directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the company may reduce their holdings legally in the future. In addition, the above-mentioned persons have no plans to increase or decrease their holdings during the repurchase period. If the above-mentioned personnel plan to implement the share increase or decrease plan in the future, the company will timely perform the obligation of information disclosure in accordance with relevant regulations. 10、 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
All the shares repurchased this time will be used for the equity incentive plan. If the company fails to implement the above plan within 36 months after the completion of share repurchase, all the repurchased shares shall be cancelled. If the company intends to cancel the repurchased shares in the future, the company will strictly perform the relevant decision-making, notification and announcement procedures of the company law of the people’s Republic of China on capital reduction, and timely perform the obligation of disclosure.
11、 Specific authorization of the general meeting of shareholders for the board of directors to handle the share repurchase
According to the provisions of relevant laws and regulations and the actual situation of the company, the company plans to use all the company’s shares for the equity incentive plan through repurchase. In order to successfully implement the repurchase, the general meeting of shareholders is hereby requested to authorize the board of directors to decide on matters related to the repurchase of the company’s shares and authorize relevant persons to handle matters related to the repurchase of the company’s shares. The scope of authorization includes but is not limited to:
