Securities code: Suzhou Hycan Holdings Co.Ltd(002787) securities abbreviation: Suzhou Hycan Holdings Co.Ltd(002787) Announcement No.: 2022034 Suzhou Hycan Holdings Co.Ltd(002787)
Announcement on share repurchase plan of the company
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 content tips:
1. Suzhou Hycan Holdings Co.Ltd(002787) (hereinafter referred to as “the company”) plans to use its own funds to repurchase part of the company’s RMB common shares A-Shares by means of centralized bidding transaction (hereinafter referred to as “this repurchase”). Taking into account the company’s financial situation, operation and future profitability, the total amount of share repurchase funds shall not be less than 40 million yuan (inclusive) and not more than 80 million yuan (inclusive), and the price of share repurchase shall not exceed 7.5 yuan / share (inclusive), and shall not be higher 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 implementation period of share repurchase is 3 months from the date when the board of directors deliberates and approves the share repurchase plan. According to the calculation of the upper limit of repurchase amount of RMB 80 million and the upper limit of repurchase price of RMB 7.5/share, the number of shares that can be repurchased is expected to be about 10666666, accounting for about 3.38% of the total share capital of the company; According to the calculation of the lower limit of repurchase amount of RMB 40 million and the upper limit of repurchase price of RMB 7.5/share, the number of shares that can be repurchased is expected to be about 5333333, accounting for about 1.69% of the 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. The purpose of this share repurchase is necessary for maintaining the company’s value and shareholders’ equity. The implementation period of share repurchase shall not exceed 3 months from the date when the board of directors deliberates and approves the share repurchase plan.
2. This repurchase has been deliberated and approved at the 7th Meeting of the 4th board of directors held on May 4, 2022. According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and the articles of association, this repurchase does not need to be submitted to the general meeting of shareholders of the company for deliberation.
3. The company’s directors, supervisors, senior managers, shareholders holding more than 5% shares and those acting in concert do not have a clear plan to increase or decrease their holdings during the repurchase period. If there is a plan to increase or decrease their holdings in the future, the company will timely perform the obligation of information disclosure in accordance with relevant regulations.
4. The implementation of this repurchase plan includes but is not limited to the following risks: during the repurchase period, the company’s stock price continues to exceed the upper limit of the repurchase price disclosed in the repurchase plan, resulting in the uncertainty risk that the repurchase plan cannot be implemented or can only be partially implemented; There is a risk that the repurchase plan cannot be implemented due to the occurrence of major events that have a significant impact on the trading price of the company’s shares or the decision of the board of directors to terminate the repurchase plan; Due to major changes in the company’s production and operation, financial status and external objective conditions, the risk of changing or terminating the repurchase scheme according to the rules.
Within the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions. Please pay attention to investment risks.
In accordance with the company law, the securities law, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and other relevant laws and regulations, the company held the seventh meeting of the Fourth Board of directors on May 4, 2022, deliberated and adopted the proposal on share repurchase plan of the company, and now the specific contents are announced as follows:
1、 Main contents of repurchase plan
(I) purpose and purpose of share repurchase
Based on the recognition of the company’s value and firm confidence in its future development prospects, in order to safeguard the interests of the majority of investors, enhance investor confidence, effectively improve the return on investment of the company’s shareholders and jointly promote the long-term development of the company, the company plans to use its own funds to repurchase some public shares by means of centralized bidding on the basis of comprehensive consideration of business development prospects, operation, financial status and future profitability, Necessary for maintaining the company’s value and shareholders’ equity.
The shares after this repurchase will be reduced by means of centralized competitive trading 12 months after the disclosure of the repurchase results and share change announcement, and the reduction will be completed within three years after the disclosure of the repurchase results and share change announcement. If the transfer is not completed within the time limit specified by relevant laws and regulations, the non transferred shares will be cancelled according to law.
(II) types of repurchased shares
The type of shares repurchased this time is RMB ordinary shares (A shares) issued by the company.
(III) method of share repurchase
The way of share repurchase this time is to repurchase shares through centralized bidding trading through the stock trading system of Shenzhen Stock Exchange.
(IV) price range of repurchased shares
In order to protect the interests of investors, combined with the recent stock price of the company, the repurchase price shall not exceed RMB 7.5/share (inclusive), and the upper limit of the repurchase price shall not be 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. The actual repurchase price shall be determined by the company’s management authorized by the board of directors in combination with the company’s stock price, financial status and operating conditions during the implementation of the repurchase.
If the company has implemented bonus shares, conversion of capital reserve into share capital, cash dividends, allotment of shares and other ex rights and ex interests during the period of share repurchase, the upper limit of share 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 rights and ex interests of share price.
(V) the repurchased shares meet the relevant conditions
1. 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 have been listed for one year;
(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.
2. This repurchase meets the conditions of “(IV) necessary for safeguarding the company’s value and shareholders’ rights and interests” in Article 2 of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 9 – repurchase of shares: as of April 29, 2022, the closing price of the company’s shares was 4.92 yuan / share, lower than the net assets per share in the latest period (as of March 31, 2022, the net assets per share of the company were 5.00 yuan).
(VI) total amount and quantity of shares to be repurchased and its proportion in the total share capital of the company
1. Total funds for share repurchase
The total capital of this share repurchase shall not be less than RMB 40 million (inclusive) and not more than RMB 80 million (inclusive).
The specific total amount of repurchase funds shall be subject to the total amount of funds actually used for repurchase when the repurchase period expires or the repurchase is completed.
2. Number of shares to be repurchased and its proportion in the total share capital of the company
According to the calculation of the upper limit of repurchase amount of RMB 80 million and the upper limit of repurchase price of RMB 7.5/share, the number of shares that can be repurchased is expected to be about
10666666 shares, accounting for about 3.38% of the total share capital of the company; According to the calculation of the lower limit of repurchase amount of RMB 40 million and the upper limit of repurchase price of RMB 7.5/share, the number of shares that can be repurchased is expected to be about 5333333, accounting for about 1.69% of the 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.
During the period of share repurchase, ex dividend and other ex dividend matters, the company shall adjust the stock price according to the provisions of Shenzhen Stock Exchange.
(VII) source of funds for share repurchase
The capital source of this share repurchase is the company’s own funds.
(VIII) implementation period of share repurchase
The implementation period of this share repurchase is within 3 months from the date of deliberation and approval by the board of directors.
1. 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 repurchase plan will be implemented immediately, and the repurchase period will expire 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.
According to the authorization of the board of directors, the management of the company will choose the opportunity to make the repurchase decision according to the market conditions within the repurchase period and implement it according to law.
2. The company shall not repurchase its shares within 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.
3. During the implementation of the repurchase plan, if the trading of the company’s shares has been suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period can be extended. After the extension, it shall not exceed the maximum period specified by the CSRC and Shenzhen Stock Exchange. In case of such situation, the company will disclose in time whether to postpone the implementation.
2、 Expected changes in the company’s share capital structure after repurchase
1. After the repurchase plan is fully implemented, according to the data of the company’s share capital structure as of April 28, 2022, if all the repurchased shares are sold, the company’s total share capital and share capital structure will not change; If the repurchased shares are not sold, resulting in the cancellation of all shares, it is calculated according to the upper limit of repurchase amount of RMB 80 million (inclusive) and the upper limit of repurchase price of RMB 7.5/share (inclusive), and the implementation of this repurchase is completed. It is estimated that the number of repurchased shares is about 10666666 shares. The changes of the company’s share capital structure based on this calculation are as follows:
Before and after repurchase
Class of shares
Proportion of quantity (shares) to total share capital proportion of quantity (shares) to total share capital
1、 Tradable shares subject to sales restrictions: 9522258330.14% 9522258331.19%
Executive lock up shares 9522258330.14% 9522258331.19%
2、 Tradable shares without sale conditions 22075486269.86% 21008819668.81%
3、 Total share capital 315977445100.00% 305310779100.00%
Note: other factors have not been considered in the above changes of shares. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
2. After the repurchase plan is fully implemented, according to the data of the company’s share capital structure as of April 28, 2022, if all the repurchased shares are sold, the company’s total share capital and share capital structure will not change; If the repurchased shares are not sold, resulting in the cancellation of all shares, it is calculated according to the lower limit of repurchase amount of RMB 40 million (inclusive) and the upper limit of repurchase price of RMB 7.5/share (inclusive), and the implementation of this repurchase is completed, and the number of repurchased shares is expected to be about 5333333 shares. Then the changes of the company’s share capital structure based on this calculation are as follows:
Before and after repurchase
Class of shares
Proportion of quantity (shares) to total share capital proportion of quantity (shares) to total share capital
1、 Tradable shares subject to sales restrictions: 9522258330.14% 9522258330.65%
Executive lock up shares 9522258330.14% 9522258330.65%
2、 Tradable shares without restrictions 22075486269.86% 21542152969.35%
3、 Total share capital 315977445100.00% 310644112100.00%
Note: other factors have not been considered in the above changes of shares. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the expiration of the repurchase period.
3、 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
1. The impact of this repurchase on the company’s operation and Finance
As of March 31, 2022, the total assets of the company are 2
