Securities code: Shenzhen Xinyichang Technology Co.Ltd(688383) securities abbreviation: Shenzhen Xinyichang Technology Co.Ltd(688383) Announcement No.: 2022018 Shenzhen Xinyichang Technology Co.Ltd(688383)
Announcement on the plan of repurchasing shares of the company by means of centralized bidding transaction
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Shenzhen Xinyichang Technology Co.Ltd(688383) (hereinafter referred to as "the company") the main contents of the share repurchase plan of the company are as follows:
1. Purpose of shares to be repurchased: all repurchased shares will be used for employee stock ownership plan or equity incentive at an appropriate time in the future, and will be transferred within three years after the implementation result of share repurchase and announcement of share change; If the company fails to complete the transfer of the repurchased shares within three years after the implementation result of share repurchase and the announcement date of share change, it will perform the procedures of reducing the registered capital according to law and cancel the non transferred repurchased shares. If the state makes adjustments to relevant policies, the repurchase scheme shall be implemented according to the adjusted policies;
2. Total amount of share repurchase funds: the total amount of share repurchase funds shall not be less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive);
3. The price of repurchased shares: no more than 130 yuan / share (inclusive), which is no higher than 150% of the average trading price of the company's shares 30 trading days before the board of directors passed the repurchase resolution;
4. Repurchase period: within 12 months after the board of directors deliberates and approves the repurchase plan and the company has been listed for one year; If the trading of the company's shares is suspended for more than 10 consecutive trading days due to planning major events during the implementation of the repurchase, the repurchase plan will be postponed and disclosed in time after the resumption of trading of the shares;
5. Source of repurchase funds: the source of funds for this repurchase of shares is self owned or self raised funds.
Whether there is a reduction plan for relevant shareholders:
Up to now, the company's controlling shareholders and actual controllers, directors, supervisors, senior managers, repurchase proponents and shareholders holding more than 5% have no plans to reduce their shares in the company in the next three months and six months. If relevant personnel plan to implement the share reduction plan in the future, the company will timely perform the obligation of information disclosure in accordance with relevant regulations.
Relevant risk tips:
1. There is a risk that the stock price of the company continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the failure to implement the repurchase plan smoothly;
2. In case of major events that have a significant impact on the trading price of the company's shares, or major changes in the company's production and operation, financial conditions and external objective conditions, or other events that lead to the decision of the board of directors to terminate the repurchase plan, there is a risk that the repurchase plan cannot be implemented smoothly or the repurchase plan can be changed or terminated according to relevant regulations;
3. The shares repurchased by the company this time are intended to be used for the implementation of employee stock ownership plan or equity incentive. If the company fails to implement the above purpose within the time limit specified by laws and regulations, there is a risk of starting the cancellation procedure of non transferred shares;
4. If the regulatory authorities issue new normative documents related to repurchase, resulting in the risk that the corresponding terms of repurchase need to be adjusted according to the new regulatory regulations during the implementation of this repurchase.
During the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions, and timely perform the obligation of information disclosure according to the progress of the repurchase of shares. Please pay attention to the investment risks. 1、 Review and implementation procedures of repurchase scheme
(I) on April 28, 2022, the company held the 20th meeting of the first board of directors, deliberated and adopted the proposal on repurchase of shares of the company by centralized bidding transaction. All directors of the company attended the meeting and adopted the proposal with 7 affirmative votes, 0 negative votes and 0 abstention. The independent directors expressed their independent opinions on this matter.
(II) according to articles 23 and 25 of the articles of association, the share repurchase plan does not need to be submitted to the general meeting of shareholders for deliberation.
(III) on April 23, 2022, the controlling shareholders and actual controllers of the company, Mr. Hu Xinrong and Mr. Song Changning, proposed to buy back the company's shares to the board of directors of the company. The content of the proposal is to propose that the company repurchase part of the issued RMB common shares (A shares) of the company through the trading system of Shanghai stock exchange with its own or self raised funds by means of centralized bidding trading. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 28, 2022 Announcement of Shenzhen Xinyichang Technology Co.Ltd(688383) on the proposal of the company's controlling shareholder and actual controller to repurchase the company's shares (Announcement No.: 2022017) disclosed on the.
The above-mentioned proposal time and procedures, as well as the deliberation time and procedures of the board of directors, comply with the relevant provisions of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 - share repurchase and so on.
2、 Main contents of repurchase plan
(I) purpose and purpose of the company's share repurchase
Based on the confidence in the future development of the company and the recognition of the company's value, in order to establish and improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of the company's employees, improve the cohesion of the company's employees, effectively closely combine the interests of shareholders, the company and employees' personal interests, and promote the healthy and sustainable development of the company, the company plans to repurchase shares through centralized bidding transaction. The repurchased shares will be fully used for employee stock ownership plan or equity incentive at an appropriate time in the future, and will be transferred within three years after the implementation result of share repurchase and the announcement of share change; If the company fails to complete the transfer of the repurchased shares within three years after the implementation result of share repurchase and the announcement date of share change, it will perform the procedures of reducing the registered capital according to law and cancel the non transferred repurchased shares. If the state makes adjustments to relevant policies, the repurchase plan shall be implemented according to the adjusted policies.
(II) types of shares to be repurchased: RMB ordinary shares (A shares) issued by the company.
(III) method of Share Repurchase: centralized bidding transaction.
(IV) repurchase period: within 12 months after the board of directors deliberates and approves the repurchase plan and the company has been listed for one year; If the trading of the company's shares is suspended for more than 10 consecutive trading days due to planning major events during the implementation of the repurchase, the repurchase plan will be postponed and disclosed in time after the resumption of trading of the shares.
If the following conditions are met, the repurchase period will expire in advance:
1. If, within the repurchase period, the use amount of repurchase funds reaches the upper limit, the implementation of the repurchase plan is completed, and 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. 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 annual report, semi annual report and quarterly report of the listed company, it shall be calculated from 10 trading days before the original scheduled announcement date to the day before the announcement;
(2) Within 10 trading days before the announcement of the performance forecast or performance express of the listed company;
(3) From the date of occurrence of major events that may have a great 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 and the Shanghai Stock Exchange.
(V) purpose, quantity, proportion in the total share capital of the company and total capital of the shares to be repurchased
Total repurchase funds: no less than 50 million yuan (inclusive) and no more than 100 million yuan (inclusive).
Number of shares repurchased: Based on the company's current total share capital of 1021336 million shares, and calculated according to the upper limit of the repurchase amount of 100 million yuan and the upper limit of the repurchase price of 130 yuan / share, the number of shares repurchased this time is about 769200 shares, accounting for 0.75% of the company's total share capital. According to the calculation of the lower limit of the repurchase amount of 50 million yuan and the upper limit of the repurchase price of 130 yuan / share, the number of repurchases is about 384600 shares, accounting for 0.38% of the total 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.
Repurchasing purpose: the amount to be repurchased accounts for the total amount of funds to be repurchased in the company's total share capital. Repurchase implementation period
(10000 shares) proportion (%) (10000 yuan)
It is used for employees holding the board of directors to review and approve the share return plan or share purchase plan of 38.46-76.92 0.38-0.755 Tcl Technology Group Corporation(000100) 00, and within 12 months from the date of one year after the company's listing
The specific repurchase quantity and proportion in the total share capital of the company shall be subject to the actual repurchase situation of the company when the repurchase is completed or the repurchase implementation period expires. If the company implements ex rights and ex interests matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision, stock reduction or allotment during the repurchase period, the company will adjust the number of repurchased shares accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange.
(VI) the price of this Repurchase: no more than 130 yuan / share (inclusive), 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.
If the company has implemented ex rights and ex interest matters such as conversion of capital reserve to share capital, cash dividends, distribution of stock dividends, stock subdivision, stock reduction or allotment during the repurchase period, the company will adjust the upper limit of repurchase price accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange.
(VII) total capital of this repurchase
The total amount of funds for this repurchase is not less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive). The source of funds is self owned or self raised funds.
(VIII) expected changes in the company's equity structure after repurchase
Based on the calculation of the lower limit of the repurchase amount of 50 million yuan (inclusive) and the upper limit of 100 million yuan (inclusive), and the upper limit of the repurchase price of 130 yuan / share, assuming that all the repurchase shares are used for employee stock ownership plan or equity incentive and are locked, the changes in the company's equity structure are expected to be as follows:
Before the repurchase, the shares were repurchased according to the upper limit of the repurchase amount. After the repurchase, the number of shares accounted for the total share capital according to the lower limit of the repurchase amount. The number of shares accounted for the proportion of the total share capital (%) (shares) cases (%) (shares) proportion (%) Limited sales
3172727386 unlimited circulation conditions
Conditional flow 2858554527.992781631427.242820093027.61 shares
Total share capital 102133 Tsinghua Tongfang Co.Ltd(600100) .00102133 Tsinghua Tongfang Co.Ltd(600100) .00102133 Tsinghua Tongfang Co.Ltd(600100) .00
(IX) analysis of the possible impact of this share repurchase on the company's daily operation, finance, R & D, profitability, debt performance, future development and maintaining its listing status
1. The repurchase fund will be paid at the right time within the repurchase period, which is flexible to a certain extent. As of March 31, 2022 (Unaudited), the total assets of the company were 2445209600 yuan, including 1320385900 yuan of net assets attributable to shareholders of listed companies and 2035091100 yuan of current assets. According to the calculation of the upper limit of the repurchase fund of 100 million yuan, accounting for 4.09%, 7.57% and 4.91% of the above financial data respectively. According to the company's operation and future development plan, the company believes that the share repurchase with the upper limit of RMB 100 million will not have a significant impact on the company's operation, finance, R & D and future development, and the company has enough self owned or self raised funds to pay the share repurchase price.
2. The implementation of share repurchase has little impact on the company's solvency and other financial indicators. As of March 31, 2022 (Unaudited), the company's asset liability ratio is 45.67%, the total current liabilities are 1093185200 yuan, and the total non current liabilities are 23631200 yuan. The share repurchase funds come from the company's own or self raised funds, which will not have a significant impact on the company's solvency. The repurchased shares are intended to be used for employee stock ownership plan or equity incentive, which is conducive to establishing and improving the company's long-term incentive mechanism, fully mobilizing the enthusiasm of the company's employees, improving the company's R & D ability, core competitiveness and business performance, and promoting the company's long-term, healthy and sustainable development. Repurchasing shares will not damage the company's debt performance ability and sustainable operation ability.
3. After the completion of this share repurchase, the company's control will not change. The equity distribution of the company after the repurchase meets the conditions of the listed company and will not affect the listing status of the company.
(x) opinions of independent directors on compliance, necessity, rationality and feasibility of the share repurchase scheme
1. The shares repurchased by the company this time comply with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the opinions on supporting the repurchase of shares by listed companies, the share repurchase rules of listed companies, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 7 - repurchase of shares, and the voting procedures of the board meeting comply with the relevant laws, regulations and the articles of association.
2. Current shares of the company
