Securities code: 002129 securities abbreviation: Tianjin Zhonghuan Semiconductor Co.Ltd(002129) Announcement No.: 2022-005 Tianjin Zhonghuan Semiconductor Co.Ltd(002129)
Report on share repurchase
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:
1. The proposal on share repurchase scheme of the company involved in the share repurchase has been deliberated and adopted at the 22nd Meeting of the sixth board of directors of Tianjin Zhonghuan Semiconductor Co.Ltd(002129) (hereinafter referred to as “the company” or ” Tianjin Zhonghuan Semiconductor Co.Ltd(002129) “) held on January 11, 2022.
2. The company plans to use its own funds to repurchase the company’s shares this time. The total amount of the repurchase funds is no less than RMB 355 million and no more than RMB 391 million. The price of the repurchase shares this time is no more than RMB 61.55/share (inclusive), that 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 share repurchase. The term of share repurchase shall not exceed 12 months from the date when the company’s board of directors deliberates and approves the share repurchase plan. The company has opened a special account for share repurchase in Shenzhen Branch of China Securities Depository and Clearing Corporation.
3. As of the announcement date of this report, shareholders holding more than 5% of the company have no reduction plan.
4. 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, or the funds required for the repurchase of shares are not available in time, there is a risk that the repurchase plan will not be implemented as planned; The repurchased shares are intended to implement the employee stock ownership plan or equity incentive. There may be a risk that the relevant repurchased shares cannot be granted due to the failure of the employee stock ownership plan or equity incentive to be deliberated and approved by the decision-making bodies such as the board of directors and the general meeting of shareholders, or the shareholding objects and equity incentive objects give up the subscription of shares.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for share repurchase of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association, the company has formulated the share repurchase report for this share repurchase, The details are as follows:
1、 Main contents of repurchase plan
(I) purpose of share repurchase
Based on 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 is considering business development prospects, operation, financial status Based on the future profitability and the recent performance of the company’s shares in the secondary market, it is proposed to repurchase some social public shares of the company with its own funds for the implementation of employee stock ownership plan or equity incentive. 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
This repurchase meets the conditions specified in Article 10 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – Share Repurchase:
1. The company’s shares were listed on the SME Board of Shenzhen Stock Exchange in April 2007, and it has been listed for one year;
2. The company has no major illegal acts in the last year;
3. After the share repurchase, the company has the ability to perform its debts and the ability to continue its operation;
4. After the share repurchase, the equity distribution of the company meets the listing conditions;
5. Other conditions stipulated by CSRC and Shenzhen Stock Exchange.
(III) method and price range of share repurchase
This repurchase is to repurchase the company’s shares through the stock trading system of Shenzhen Stock Exchange in the form of centralized bidding transaction.
The price ceiling of the shares to be repurchased this time shall not exceed RMB 61.55/share. The specific repurchase price shall be determined according to the stock price of the company’s secondary market and the company’s capital status. In case of ex right and ex interest matters such as distribution of dividends, bonus shares and conversion of share capital during the repurchase period, the upper limit of repurchase price shall be adjusted accordingly from the ex right and ex interest date of share price. The upper limit of the company’s share repurchase price shall not be higher than 150% of the average trading price of the company’s shares 30 trading days before the resolution of the board of directors.
(IV) type, purpose, quantity of shares to be repurchased, 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
RMB ordinary shares (A shares) issued by the company.
2. Purpose of shares to be repurchased
The shares repurchased this time will be used as employee stock ownership plan or equity incentive.
3. The number 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 repurchase
It is proposed to repurchase the company’s shares with its own funds of no less than RMB 355 million (inclusive) and no more than RMB 391 million (inclusive). Under the condition that the share repurchase price does not exceed RMB 61.55/share, according to the upper limit of the repurchase amount, the number of shares repurchased is expected to be about 6352600 shares, accounting for about 0.20% of the current total share capital of the company; According to the calculation of the lower limit of the repurchase amount, the number of shares to be repurchased is expected to be about 5.7677 million shares, accounting for about 0.18% 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.
(V) source of funds for share repurchase
The capital source of this share repurchase is the company’s own funds, which will not increase the company’s financial risk.
(VI) implementation period of share repurchase
The implementation period of this share repurchase is within 12 months from the date when the board of directors deliberates and adopts the share repurchase plan. The board of directors of the company will make a repurchase decision and implement it according to the market conditions during the repurchase period. 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, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan. 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 announcement of the company’s annual report and semi annual report, it shall be calculated from 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 stock trading price of the company or in the decision-making process to the date of disclosure according to law;
4. Other circumstances prescribed by the CSRC.
(VII) expected changes in the company’s equity after the completion of repurchase
If the upper limit amount of repurchase is RMB 391 million and the upper limit price of repurchase A-Shares is RMB 61.55/share, it is estimated that the number of repurchase this time is about 6352600 shares. If all the repurchased shares are used to implement the employee stock ownership plan or equity incentive, the changes in the company’s share capital structure are expected to be as follows:
Before and after project repurchase
Number of shares (share) proportion number of shares (share) proportion
Shares with limited sales conditions (excluding
Including executive lock up shares) 198807157 6.15% 205159716 6.35%
Shares with unlimited sales conditions (including
Executive lock up shares) 3032926542 93.85% 3026573983 93.65%
Total share capital 3231733699 100.00%
If the lower limit of repurchase is RMB 355 million and the upper limit of repurchase price of A-Shares is RMB 61.55/share, it is estimated that the number of repurchase is about 5767700 shares.
If all the repurchased shares are used to implement the employee stock ownership plan or equity incentive, the changes in the company’s share capital structure are expected to be as follows:
Before and after project repurchase
Number of shares (share) proportion number of shares (share) proportion
Shares with limited sales conditions (excluding
Including executive lock up shares) 198807157 6.15% 204574826 6.33%
Shares with unlimited sales conditions (package)
Including executive locking shares) 3032926542 93.85% 3027158873 93.67%
Total share capital 3231733699 100.00%
The specific number of shares repurchased this time shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
(VIII) 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 the listing status, and all directors’ commitment that this share repurchase will not damage the debt performance ability and sustainable operation ability of the listed company
The share repurchase of the company reflects the affirmation of the management and controlling shareholders on the internal value of the company and their firm confidence in the future development prospect of the company. At present, the company is in good operation. As of December 31, 2020, the total assets of the company were 58.72 billion yuan and the net assets attributable to the shareholders of the listed company were 19.207 billion yuan. In 2020, the company realized a net profit attributable to shareholders of listed companies of RMB 1.089 billion. If all the 391 million yuan of repurchase funds are used up, according to the audited financial data on December 31, 2020, the repurchase funds account for about 0.67% of the company’s total assets and about 2.04% 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 share repurchase amount of no more than RMB 391 million and no less than RMB 355 million will not have a significant impact on the company’s operation, finance and future development, and the implementation of the share repurchase plan will not lead to changes in the company’s control and the company’s status as a listed company, It will not cause the equity distribution of the company to fail to meet the listing conditions.
All directors promise that 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.
(IX) whether the directors, supervisors and senior managers of the listed company have bought or sold the shares of the company 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
1. The situation of the directors, supervisors and senior managers of the listed company buying and selling the shares of the company within six months before the board of directors makes the resolution on share repurchase, and whether there is any explanation on insider trading and market manipulation alone or jointly with others
The directors, supervisors and senior managers of the company did not buy or sell the company’s shares within six 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.
2. Increase or decrease plans of directors, supervisors and senior managers of the listed company during the repurchase period
As of the date of this announcement, the company has not received the increase or decrease plan of directors, supervisors and senior managers. If it plans to increase or decrease its shares in the future, it will comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange and fulfill the obligation of information disclosure.
(x) reduction plan of controlling shareholders, major shareholders holding more than 5% shares and persons acting in concert in the next six months
The company’s controlling shareholders, shareholders holding more than 5% shares and persons acting in concert have no reduction plan in the next six months.
（11） Relevant arrangements for cancellation or transfer according to law after share repurchase and prevention of infringement on the interests of creditors
The shares repurchased this time will be used as employee stock ownership plan or equity incentive; If the company fails to implement the repurchase within three years after the disclosure of the repurchase results and share change announcement, the unused part will be cancelled according to law, and the registered capital of the company will be reduced accordingly. The details shall be determined by the company in accordance with relevant laws and regulations.
This share repurchase will not affect the normal continuous operation of the company and will not lead to insolvency of the company. If the company cancels the shares repurchased, it will notify the creditors in accordance with the company law and other relevant provisions to fully protect the legitimate rights and interests of the creditors. （12） Specific authorization for the management to handle the share repurchase
In order to successfully implement the share repurchase, according to the relevant provisions of the articles of association, the board of directors authorizes the management of the company to handle matters related to share repurchase, including but not limited to:
1. Authorize the management of the company to choose the opportunity to repurchase shares during the repurchase period, including the method, time, price and quantity of repurchase;
2. Authorize the management of the company to make, modify, supplement, sign, submit, report and execute the agreements, contracts and documents occurred in the process of repurchase of some social public shares, and make relevant declarations;
3. Authorize the management of the company to adjust the specific implementation plan and handle other matters related to share repurchase in accordance with relevant provisions (i.e. applicable laws, regulations and relevant provisions of regulatory authorities);
4. This authorization starts from the date of deliberation and approval by the board of directors to the date of completion of the above authorized matters.
（13） Other contents required to be disclosed by CSRC and Shenzhen Stock Exchange
For example, the state has
