Securities code: Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) securities abbreviation: Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) Announcement No.: 2022041 Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556)
Announcement on share repurchase plan
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.
Special tips:
1. The company plans to use its own funds to buy back some public shares of the company. The total repurchase amount of this centralized bidding transaction shall not be less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive), and the repurchase price shall not exceed 16 yuan / share (inclusive). The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased when the repurchase period expires or the implementation of the repurchase of shares is completed. The repurchase period is within 6 months from the date when the board of directors deliberates and approves the share repurchase plan. The shares repurchased this time will be used for equity incentive plan, employee stock ownership plan or convertible corporate bond conversion. 2. The reduction plan of Mr. Xie Fengxiang, Ms. Xie Peiling, Mr. Fan Xinjiang and Mr. Tang Dongsheng, who hold more than 5% of the total shares of the company, has not been completed. The reduction period is within 6 months after 15 trading days from the date of the reduction announcement (except the window period). The planned reduction number is 3000000 shares and the reduced number is 990000 shares.
3. Risk tips:
(1) During the repurchase period, there is a risk that the repurchase plan cannot be implemented smoothly because the stock price continues to exceed the upper limit of the repurchase price;
(2) The shares repurchased this time will be used for equity incentive plan, employee stock ownership plan or convertible corporate bond conversion. There is a risk that the repurchased shares cannot be fully granted due to the failure of equity incentive, employee stock ownership plan or issuance of convertible bonds to be deliberated and approved by the decision-making bodies such as the board of directors and the general meeting of shareholders, and the abandonment of subscription of shares by equity incentive objects. If the company fails to implement the above equity incentive plan, employee stock ownership plan or issue convertible bonds, the shares repurchased by the company will be handled in accordance with relevant laws and regulations.
(3) There is a risk that the plan will be affected and cannot be implemented as planned due to the decision to terminate the repurchase plan due to major changes in the company's production and operation, financial status and external objective conditions.
1、 Main contents of share repurchase plan
(I) purpose and purpose of share repurchase
Anhui Huilong Agricultural Means Of Production .Co.Ltd(002556) (hereinafter referred to as "the company") based on the recognition of the company's future development prospect and internal value, and in order to safeguard the interests of the majority of investors, enhance investor confidence and promote the long-term and healthy development of the company, taking into account the company's operation, financial status, profitability and development prospect, the company plans to repurchase some social public shares of the company, so as to promote the matching of the company's stock market price and internal value.
The shares repurchased this time will be used for equity incentive plan, employee stock ownership plan or convertible corporate bond conversion. If the share repurchase plan is not completed within 36 months, all the shares shall be cancelled.
(II) the repurchased shares meet the relevant conditions
Article 9 of the Shenzhen Stock Exchange: repurchase of shares of listed companies after the expiration of the provisions of Article 9 of the Shenzhen Stock Exchange;
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 the share repurchase, the equity distribution of the company meets the listing conditions;
5. Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
(III) method, price range and pricing principle of share repurchase
The Company repurchased its shares through centralized bidding trading through the trading system of Shenzhen Stock Exchange. The repurchase price is no more than 16 yuan / share (inclusive), and the upper limit of the repurchase price is no more than 150% of the average trading price of the company's shares in the 30 trading days before the board of directors passed the resolution on the repurchase of shares. The specific repurchase price will be determined based on the stock price of the company's secondary market, the company's financial affairs and operating conditions. In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of provident fund into share capital during the period of share repurchase, the upper limit of repurchase price shall be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange from the date of ex right and ex interest of share price.
(IV) type, purpose and quantity of repurchased shares, proportion in the total share capital of the company and the total amount of funds to be used for repurchases
1. Type: RMB ordinary shares (A shares) issued by the company.
2. Purpose: for equity incentive plan, employee stock ownership plan or convertible corporate bond conversion. If the above plan cannot be implemented within 36 months after the completion of share repurchase, the repurchased shares shall be cancelled.
3. The number of shares repurchased this time and its proportion in the total share capital: the total amount of funds to be used for repurchases this time is not less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive). Calculated according to the upper limit of share repurchase price of RMB 16 / share, the number of shares repurchased is expected to be 3125000 to 6250000, accounting for 0.33% to 0.66% of the current total share capital of the company, and the specific number of shares repurchased shall be subject to the actual number of shares repurchased at the end of the repurchase.
In case of ex right and ex interest matters such as share distribution, conversion of share capital or cash dividend during the repurchase period, the price ceiling and quantity of repurchased shares shall be adjusted accordingly from the date of ex right and ex interest of shares.
(V) source of funds for share repurchase
The total amount of funds to be used for repurchase is not less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive). The source of funds used to repurchase shares this time is self owned funds. (VI) implementation period of share repurchase
1. The implementation period of this share repurchase shall not exceed 6 months from the date when the board of directors deliberates and approves the share repurchase plan. 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. The company shall not repurchase its 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 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.
(VII) expected changes in the company's share capital structure after repurchase
1. According to the calculation of the maximum repurchase fund of 100 million yuan, under the condition that the repurchase price of A-Shares is not higher than 16 yuan / share: according to the calculation of the company's capital structure data as of December 31, 2021, all the shares repurchased this time are used for equity incentive plan, employee stock ownership plan or convertible bond conversion and all are locked. The changes of the company's capital structure are expected to be as follows:
Before and after repurchase
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
1、 Shares with limited sales conditions 12793910613.4113418910614.07
2、 Shares with unlimited sales conditions 82605387486.5981980387485.93
3、 Total number of shares 953992980100.00953992980100.00
2. According to the company's share repurchase plan, the minimum share repurchase price of the company's share capital is estimated to be higher than RMB 202100 according to the company's share repurchase plan or the minimum share repurchase price of the company's share capital under the conditions of RMB 202100 share repurchase plan:
Before and after repurchase
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
1、 Shares with limited sales conditions 12793910613.4113106410613.74
2、 Shares with unlimited sales conditions 82605387486.5982292887486.26
3、 Total number of shares 953992980100.00953992980100.00
Note: other factors have not been considered in the above changes. The specific number of shares repurchased 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, 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
According to the company's operation, finance and future development, the company believes that the total share repurchase amount ranging from RMB 50 million (inclusive) to RMB 100 million (inclusive) will not have a significant impact on the company's operation, finance and future development, and will not affect the company's listing status. As of December 31, 2021, the total assets of the company are RMB 11.017 billion, monetary capital is RMB 1.633 billion, net assets attributable to shareholders of listed companies are RMB 3.844 billion, and the asset liability ratio of the company is 62.97%. In 2021, the company achieved an operating revenue of 19.081 billion yuan and a net profit attributable to shareholders of listed companies of 506 million yuan. If the maximum repurchase fund of RMB 100 million is used up, according to the financial data on December 31, 2021, the repurchase fund accounts for about 0.91% of the company's total assets and about 2.6% of the company's net assets attributable to shareholders of listed companies. The company is in good financial condition. According to the company's operation, finance and future development, the company believes that this share repurchase will not have a significant impact on the company's operation, finance, R & D, debt performance ability and future development. After the implementation of this repurchase, the company's control will not change, nor will it change the company's status as a listed company. The equity distribution meets the conditions of a listed company. All directors promise that this share repurchase will not damage the company's debt performance ability and sustainable operation ability.
(IX) the company's directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert buy and sell the company's shares within six months before the board of directors makes the share repurchase resolution, whether there is any explanation of insider trading and market manipulation alone or jointly with others, and the increase or decrease plan during the repurchase period; Reduction plan of shareholders holding more than 5% and their persons acting in concert in the next six months
The reduction plan of Mr. Xie Fengxiang, Ms. Xie Peiling, Mr. Fan Xinjiang and Mr. Tang Dongsheng, who hold more than 5% of the total shares of the company, has not been completed. The reduction period is within 6 months after 15 trading days from the date of issuance of the reduction announcement (except the window period), and the planned reduction number is 3000000 shares. For details, see the company's announcement on pre disclosure of share reduction of some shareholders holding more than 5% in total (Announcement No.: 2022008) disclosed by the company on February 25, 2022. As of the announcement date, the number of shares reduced was 990000.
Some directors, supervisors and senior managers of the company plan to increase their holdings of 1000000 shares in total through centralized bidding trading through the trading system of Shenzhen Stock Exchange within six months from May 5, 2022 (May 5, 2022 to November 4, 2022). For details, please refer to the announcement of the company on the share increase plan of some directors, supervisors and senior managers (Announcement No.: 2022038) disclosed by the company on April 27, 2022. As of the announcement date, the shareholding increase plan has not been implemented.
In addition to the fact that the board of directors and the controlling persons of the company have not acted in concert with each other in the stock market within six months before the board of directors and the controlling persons of the company made the above-mentioned resolutions, or the controlling persons of the company have not acted in concert with each other in the stock market.
In addition to the above circumstances, the directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the company do not have a clear plan to increase or decrease their holdings during the repurchase period, and other shareholders holding more than 5% of the company and their persons acting in concert do not have a clear plan to reduce their holdings in the next six months.
If the above entities 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.
(x) relevant arrangements for cancellation or transfer according to law after share repurchase, as well as relevant measures to prevent infringement on the interests of creditors
