Securities code: Unittec Co.Ltd(000925) securities abbreviation: Unittec Co.Ltd(000925) Announcement No.: pro 2022020 Unittec Co.Ltd(000925)
Proposal on repurchase of shares of the company by means of centralized bidding transaction
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. Important content tips:
1. Unittec Co.Ltd(000925) (hereinafter referred to as “the company”) intends to use its own or self raised funds to repurchase part of the issued social public shares of the company through centralized bidding transaction in the secondary market, which will be used for employee stock ownership plan or equity incentive plan.
2. The total amount of funds to be used for this share repurchase is not less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive), and the price of the shares to be repurchased is not more than 14.43 yuan / share (inclusive) (not more than 150% of the average trading price of the company’s shares in the 30 trading days before the board of directors deliberates and adopts the share repurchase resolution). According to the calculation of the upper limit of repurchase amount of RMB 100 million (inclusive) and the upper limit of repurchase price of RMB 14.43/share (inclusive), the number of shares that can be repurchased is expected to be about 6930000, accounting for about 1.24% of the company’s total existing share capital; According to the calculation of the lower limit of repurchase amount of RMB 50 million (inclusive) and the upper limit of repurchase price of RMB 14.43/share (inclusive), the number of shares that can be repurchased is about 3465000, accounting for about 0.62% of the company’s total existing share capital. The specific number of shares repurchased shall be subject to the actual number of shares repurchased by the company.
3. 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.
4. Whether the relevant shareholders have plans to increase or decrease their holdings
(1) According to the company’s self-examination, the company’s directors, supervisors, senior managers, shareholders holding more than 5% shares and their persons acting in concert have no clear plan for increasing or decreasing their holdings during the repurchase period and in the next six months. If there is a plan for increasing or decreasing their holdings in the future, the company will timely fulfill the obligation of information disclosure in accordance with relevant regulations. Risk tips:
1. In this repurchase, the company’s stock price continues to exceed the price disclosed in the repurchase plan, resulting in the uncertainty risk that the repurchase plan cannot be implemented or can only be partially implemented;
2. There are risks that this repurchase cannot be implemented due to the occurrence of major events that have a significant impact on the trading price of the company’s shares, the decision of the board of directors to terminate this repurchase plan, the company’s failure to meet the conditions for share repurchase stipulated by laws and regulations, etc;
3. The repurchased shares may be cancelled due to the failure of equity incentive to be deliberated and approved by the decision-making bodies such as the company’s board of directors and the general meeting of shareholders, and the incentive object abandons the subscription of shares;
4. If the funds required for this share repurchase are not raised in place, there may be a risk that the repurchase plan cannot be implemented or partially implemented;
If relevant risks lead to the company’s failure to implement this repurchase plan, the company will perform the corresponding review and information disclosure procedures in accordance with laws and regulations and the articles of association, and choose the opportunity to revise or terminate the repurchase plan in due time. Please pay attention to investment risks.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “implementation rules”) and the Unittec Co.Ltd(000925) articles of Association (hereinafter referred to as the “articles of association”) and other relevant provisions, Unittec Co.Ltd(000925) (hereinafter referred to as “the company”) held the 10th meeting of the 8th board of directors on April 20, 2022, deliberated and adopted the proposal on repurchase of company shares by means of centralized bidding transaction, and the independent directors of the company expressed their independent opinions with explicit consent. The relevant information is hereby announced as follows: I. main contents of this repurchase plan
(I) purpose of share repurchase
Based on the confidence in the company’s sustainable and stable development in the future and the recognition of the company’s value, combined with the company’s operating conditions, financial conditions and other factors, in order to maintain the company’s value, improve shareholders’ rights and interests, effectively safeguard the interests of investors, promote the matching of the company’s share price with its internal value, further improve the company’s long-term incentive mechanism, and fully mobilize the enthusiasm of the company’s senior managers, core and backbone personnel, To promote the long-term development of the company, the company plans to buy back its shares with its own funds.
The shares repurchased by the company this time will be used for the company’s employee stock ownership plan or equity incentive.
(II) method and price range of share repurchase
1. Ways of repurchasing shares
The way to repurchase shares this time is to repurchase shares through centralized bidding trading through the trading system of Shenzhen Stock Exchange.
2. Price range of repurchased shares
The price of the shares repurchased this time shall not exceed RMB 14.43 per share (including this number), and the upper limit of the repurchase price shall not be higher than 150% of the average price of the company’s shares 30 trading days before the board of directors passed the repurchase resolution. The specific repurchase price shall be determined by the management authorized by the board of directors in combination with the stock price, financial status and operating conditions of the company during the implementation of this repurchase.
From the date of deliberation and approval of the board of directors to the completion of the repurchase, if the company implements the conversion of capital reserve into share capital, distribution of shares or cash dividends, stock subdivision, stock reduction and other ex rights and ex interests, the upper limit of the price of repurchased shares 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.
(III) 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 repurchased shares
RMB ordinary shares (A shares) issued by the company.
2. The purpose, quantity, proportion in the total share capital of the company and the total amount of funds to be used for the repurchase of shares. The total amount of funds to be used for the repurchase of shares is not less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive), and the price of the repurchased shares is not more than 14.43 yuan / share. According to the calculation of the upper limit of repurchase amount of RMB 100 million (inclusive) and the upper limit of repurchase price of RMB 14.43/share (inclusive), the number of shares that can be repurchased is expected to be about 6930000, accounting for about 1.24% of the company’s total existing share capital; According to the calculation of the lower limit of repurchase amount of RMB 50 million (inclusive) and the upper limit of repurchase price of RMB 14.43/share (inclusive), the number of shares that can be repurchased is expected to be about 3465000, accounting for about 0.62% of the company’s existing total share capital.
The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased at the end of the repurchase.
From the date of deliberation and approval of the board of directors to the completion of the repurchase, if the company implements the conversion of capital reserve into share capital, distribution of shares or cash dividends, stock segmentation, stock reduction and other ex rights and ex interests, the upper limit of the price of the repurchased shares 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, and the number of repurchased shares and the proportion in the total share capital of the company shall change accordingly.
(IV) sources of funds to be used for repurchase
The capital source of this share repurchase is the company’s own or self raised funds.
(V) implementation period of share repurchase
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. If the following conditions are met, the repurchase period will expire in advance:
(1) If the use amount of repurchase funds reaches the maximum within the repurchase 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, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
(3) During the repurchase period, if the company’s stock price continues to exceed the price range of the repurchased shares, the repurchase plan will be automatically terminated 12 months after the date when the company’s board of directors deliberates and approves the repurchase plan.
2. The company will, in accordance with the authorization of the board of directors, make and implement the repurchase decision at the right time according to the market conditions during the repurchase period.
3. The company shall not repurchase shares during the following periods:
(1) Within 10 trading days before the announcement of the company’s regular report, performance forecast or performance express;
(2) 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 2 trading days after disclosure according to law;
(3) Other circumstances prescribed by the CSRC and Shenzhen Stock Exchange.
4. The company shall not entrust to buy back shares during the following trading hours
(1) Open call auction;
(2) Within half an hour before the closing;
(3) There is no limit on the rise and fall of stock prices.
The price of shares repurchased by the company shall not be the price limited by the trading increase of the company’s shares on the same day.
5. During the implementation of the repurchase plan, if the trading of the company’s shares is suspended for 10 consecutive trading days or more due to the planning of major events, the company will disclose whether the repurchase plan is postponed after the resumption of trading of the shares. After the postponement, it shall not exceed the maximum period specified by the CSRC and Shenzhen Stock Exchange. 2、 Expected changes in the company’s share capital structure after repurchase
1. If the repurchase plan is fully implemented, it is estimated that the number of shares that can be repurchased is about 6930000, accounting for about 1.24% of the company’s existing total share capital, based on the upper limit of repurchase amount of RMB 100 million (inclusive) and the upper limit of repurchase price of RMB 14.43 per share (inclusive);
Assuming that the number of shares eventually repurchased by the company is 6930000 shares, all of which are used for employee stock ownership plan or equity incentive and locked up. According to the calculation of the company’s share capital structure as of April 20, 2022, the changes in the company’s equity after the transfer of repurchased shares are expected to be as follows:
Before and after share repurchase
Quantity (unit: share) proportion quantity (unit: share) proportion
Shares with limited sales conditions 207976953.73% 277276954.97%
Shares with unlimited sales conditions 53743836796.27% 53050836795.03%
Total share capital 558236062100.00%
2. If the repurchase plan is fully implemented, it is estimated that the number of shares that can be repurchased is about 3465000, accounting for about 0.62% of the total share capital of the company, based on the calculation of the lower limit of repurchase amount of RMB 50 million (inclusive) and the upper limit of repurchase price of RMB 14.43 per share (inclusive).
Assuming that the number of shares eventually repurchased by the company is 3465000 shares, all of which are used for employee stock ownership or equity incentive and locked up, according to the calculation of the company’s share capital structure as of April 20, 2021, the changes in the company’s equity after the transfer of repurchased shares are expected to be as follows:
Before and after share repurchase
Quantity (unit: share) proportion quantity (unit: share) proportion
Shares with limited sales conditions 207976953.73% 242626954.35%
Shares without sale conditions 53743836796.27% 53397336795.65%
Total share capital 558236062100.00%
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 subject to the actual number of shares to be repurchased when the repurchase is completed.
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. 3、 The management’s analysis on the impact of this share repurchase on the company’s operation, profitability, finance, R & D, debt performance ability, future development and maintaining its listing status
1. The impact of this repurchase on the company’s operation and Finance
As of December 31, 2021, the total assets of the company are 7268872 million yuan, the shareholders’ equity attributable to the parent company is 26736536 million yuan, and the current assets are 44432974 million yuan. Assuming that the upper limit of the total repurchase funds is 100 million yuan (inclusive), the proportion of the repurchase funds in the total assets, shareholders’ equity attributable to the parent company and current assets is 1.38%, 3.74% and 2.25% respectively. The overall financial and operating conditions of the company are good, According to the company’s operation, finance, R & D and other conditions, the company believes that the total share repurchase fund is not less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive), which will not have a significant impact on the company’s operation, finance, R & D and debt performance ability.
2. Impact of this repurchase on the future development of the company
This repurchase reflects firm confidence in the future development of the company, which is conducive to safeguarding the interests of investors, boosting public confidence, promoting the reasonable return of the company’s value and boosting the high-quality development of the company.
3. Analysis on whether this repurchase affects the status of listed companies
If the upper limit of total repurchase funds is RMB 10,0
