Securities code: Tongyu Communication Inc(002792) securities abbreviation: Tongyu Communication Inc(002792) Announcement No.: 2022022 Tongyu Communication Inc(002792)
Announcement on the plan of repurchasing 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, and are liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
Repurchase amount: no less than 30 million yuan and no more than 50 million yuan;
Repurchase price: no more than 17.50 yuan / share;
Number of repurchases: under the condition that the price of repurchased shares does not exceed RMB 17.50/share, the number of shares repurchased this time is about 1714300 to 2857100, accounting for about 0.43% to 0.71% of the total issued share capital of the company. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period;
Repurchase period: within 12 months from the date when the board of directors deliberates and approves the share repurchase plan.
Special risk tips:
The uncertainty risks in the share repurchase plan are as follows:
1. During the repurchase period, the company's stock price continued to exceed the upper limit of the repurchase plan, resulting in the risk that the repurchase plan could not be implemented;
2. The risk that the funds required for share repurchase are not in place in time, resulting in the failure to implement the repurchase plan as planned;
3. The repurchased shares of the company will be used in the equity incentive plan or employee stock ownership plan. There is a risk that the repurchased shares can not be transferred or granted, or can not be transferred or granted in full, due to the failure of the equity incentive plan or employee stock ownership plan to be considered and approved by the decision-making bodies such as the board of directors or the general meeting of shareholders, and the abandonment of the subscription of shares by the equity incentive objects. In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the administrative measures for the repurchase of public shares by listed companies, the supplementary provisions on the repurchase of shares by listed companies through centralized bidding transaction, the implementation rules for the repurchase of shares by listed companies of Shenzhen Stock Exchange, the opinions on supporting the repurchase of shares by listed companies, the articles of association and other relevant provisions, The company plans to buy back some shares with its own funds. The specific contents are as follows:
1、 Main contents of repurchase plan
1. Purpose and purpose of share repurchase
Based on the confidence in the future development prospect of the company and the recognition of the value of the company, create an incentive mechanism for creating, sharing and win-win results. Combined with the company's operation, financial status and future development prospect, the company plans to carry out a share repurchase plan. The shares repurchased this time are intended to be used for subsequent employee stock ownership plans or equity incentive plans. The shares repurchased this time shall be granted, transferred or cancelled within three years after the disclosure of the repurchase results and the announcement of share changes.
2. Ways of repurchasing shares
The company plans to buy back through the trading system of Shenzhen Stock Exchange in the form of centralized bidding transaction.
3. Price of repurchased shares
The price of the shares repurchased this time shall not exceed RMB 17.50/share. The actual share repurchase price shall be determined according to the specific situation of the company's share price and in combination with the company's financial and operating conditions after the repurchase is started.
In case of capital reserve conversion to share capital, distribution of shares or cash dividends, stock subdivision, stock reduction, allotment and other matters during the repurchase period, the repurchase price shall be adjusted accordingly from the date of ex right and ex dividend of the share price.
4. Types and quantity of shares to be repurchased and their proportion in the total share capital
The type of shares to be repurchased this time is A-share social public shares issued by the company.
Under the condition that the total amount of repurchase funds does not exceed 50 million yuan (including 50 million yuan) and not less than 30 million yuan (including 30 million yuan), and the price of repurchase shares does not exceed 17.50 yuan / share, it is estimated that the repurchase shares will be about 1714300 to 2857100 shares, accounting for about 0.43% to 0.71% of the current total share capital of the company. The number of shares repurchased this time shall not exceed 10% of the total share capital of the company.
The company will implement this repurchase according to the repurchase plan, the change of stock market price during the repurchase implementation period and the company's operating conditions. 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.
5. Total amount and source of funds to be used for repurchase
The total amount of repurchase funds shall be no less than 30 million yuan and no more than 50 million yuan. The specific total amount of repurchase funds shall be subject to the actual repurchase amount at the expiration of the repurchase period, and the source of repurchase funds shall be the company's own funds.
6. Term of share repurchase
The implementation period of this share repurchase is within 12 months from the date when the board of directors deliberates and approves this 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 this 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. The board of directors of the company will make the repurchase decision and implement it according to the market conditions during the repurchase period.
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 planning major events, the repurchase plan will be postponed and disclosed in time after the resumption of trading.
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.
7. Validity period of share repurchase resolution
The relevant resolutions on the repurchase of the company's shares shall be valid within 12 months from the date of deliberation and adoption by the board of directors.
8. Expected changes in the company's equity after repurchase
It is estimated that the number of shares repurchased this time is about 2857142, accounting for about 0.71% of the total share capital of the company, based on the conditions that the total amount of repurchased funds does not exceed 50 million yuan (including 50 million yuan) and the price of repurchased shares does not exceed 17.50 yuan / share.
1) If all the repurchased shares are used in the equity incentive plan or employee stock ownership plan and locked up, the changes in the company's equity are as follows:
Increase and decrease before this repurchase and after this repurchase
Nature of shares
Quantity (share) proportion quantity (share) quantity (share) proportion
Restricted tradable shares 22465396155.88% 285714222751110356.59%
Tradable shares without sale conditions 17740300544.12% - 285714217454586343.41%
Total 402056966 -- 402056966-
2) If the repurchased shares are not used to implement the equity incentive plan or employee stock ownership plan, resulting in all being cancelled, the changes in the company's equity structure after the repurchase are expected to be as follows:
Increase and decrease before this repurchase and after this repurchase
Nature of shares
Quantity (share) proportion quantity (share) quantity (share) proportion
Tradable shares subject to sale restrictions: 22465396155.88% 022465396156.28%
Tradable shares without sale conditions 17740300544.12% - 285714217454586343.72%
Total 402056966 -- 2857142399199824-
9. Management's analysis on the impact of this share repurchase on the company's operation, finance and future significant development
As of December 31, 2021, the company had total assets of 38211329 million yuan, net assets attributable to shareholders of listed companies of 27070669 million yuan and current assets of 31747974 million yuan.
The upper limit of total repurchase funds is 50 million yuan, accounting for 1.31%, 1.85% and 1.57% of the company's total assets, net assets and current assets respectively. According to the company's operation, finance and future development, the company believes that the share repurchase fund arrangement determined according to the principle of no more than 50 million yuan will not have a significant impact on the company's operation, finance and future development.
The company's share repurchase is used to implement the equity incentive plan or employee stock ownership plan, which will establish and improve the company's long-term incentive mechanism and benefit sharing mechanism, which can fully mobilize the enthusiasm of the company's core backbone personnel, enhance the company's core competitiveness, enhance the company's overall value, and promote the company's long-term, healthy and sustainable development.
After the implementation of the repurchase, the controlling shareholder of the company is still Mr. Wu Zhonglin, and the actual controllers are still Mr. Wu Zhonglin and Ms. Shi Guiqing, which will not change the control of the company, nor change the status of the company as a listed company, and the equity distribution still meets the conditions for listing.
10. Whether the controlling shareholders, actual controllers, directors, supervisors and senior managers of the listed company have bought and sold the shares of the company within six months before the board of directors makes the share repurchase resolution, and whether they have carried out insider trading and market manipulation alone or jointly with others.
The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company did not buy or sell the shares of the listed company within six months before the board of directors made the share repurchase resolution, there was no conflict of interest with the repurchase plan, and there was no insider trading or market manipulation.
11. Listed companies ask directors, supervisors, senior executives, controlling shareholders and shareholders holding more than 5% of shares whether there is a specific situation of reduction plan in the next 6 months and the next 12 months
The company has sent inquiries to the controlling shareholders, actual controllers, all directors, supervisors and senior managers respectively, and the replies received are as follows:
As of the date when the board of directors deliberated and approved the repurchase plan, the company's controlling shareholders, actual controllers, directors, supervisors and senior managers had no specific reduction plan in the next 6 months and 12 months. If the above entities 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.
12. Relevant arrangements for cancellation or transfer according to law after share repurchase
The shares repurchased this time will be used in the equity incentive plan or employee stock ownership plan, and the company will complete the grant or transfer within 36 months after disclosing the results of the repurchased shares and the announcement of share changes. If the company fails to use up the repurchased shares within the above-mentioned period, the company will cancel the unused repurchased shares in accordance with the company law, securities law and other laws and regulations, which will be implemented in accordance with relevant laws, regulations and policies.
13. Relevant arrangements for the company to prevent infringement on the interests of creditors
The repurchased shares are intended to be the stock source of the equity incentive plan or employee stock ownership plan, which will not affect the normal continuous operation of the company and lead to the insolvency of the company. If the company fails or fails to fully implement the above purposes, the company will cancel the unused repurchased shares in accordance with the provisions of relevant laws and regulations, and perform legal procedures such as notifying creditors of the cancellation of shares, so as to fully protect the legitimate rights and interests of creditors.
14. Specific authorization for handling the share repurchase
In order to ensure the smooth implementation of the company's repurchase plan, the board of directors authorizes the management of the company to fully handle matters related to the repurchase within the scope of laws and regulations and in accordance with relevant laws, regulations and normative documents, including but not limited to:
1) To the extent permitted by laws, regulations and normative documents, formulate and adjust the specific implementation plan of this repurchase according to the specific situation of the company and the market, including but not limited to repurchase timing, repurchase price, repurchase quantity and other matters related to this repurchase;
2) Establish other securities repurchase accounts or special accounts;
3) Handle relevant approval matters, including but not limited to signing, executing, modifying and completing all documents related to this repurchase;
4) In addition to the matters required to be voted by the board of directors and the general meeting of shareholders according to relevant laws, regulations, normative documents and the articles of association, the matters related to this repurchase shall be adjusted accordingly according to the opinions of regulatory authorities, policy changes or changes in market conditions;
5) Decide to implement or terminate the repurchase plan according to the actual situation and stock price performance of the company;
6) Handle other matters related to this repurchase.
The above authorization shall be valid from the date of deliberation and approval by the board of directors to the date of completion of the above matters.
2、 Review procedure of repurchase plan
1) The 14th meeting of the 4th board of directors of the company deliberated and approved the matter. According to the relevant provisions of Tongyu Communication Inc(002792) articles of association, the repurchase plan of the company does not need to be submitted to the general meeting of shareholders for deliberation.
2) Opinions of independent directors
The shares repurchased by the company this time comply with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the administrative measures for the repurchase of social public shares by listed companies, the supplementary provisions on the repurchase of shares by listed companies through centralized bidding transaction, the implementation rules for the repurchase of shares by listed companies of Shenzhen Stock Exchange, the opinions on supporting the repurchase of shares by listed companies and other laws and regulations, The voting procedures of the board of directors comply with the relevant provisions of laws, regulations and rules
