Securities code: Anfu Ce Link Limited(300787) securities abbreviation: Anfu Ce Link Limited(300787) Announcement No.: 2022033 Anfu Ce Link Limited(300787)
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. Total amount and source of repurchase funds: the total amount of funds used for repurchase this time shall not be less than 80 million yuan (including this amount) and not more than 100 million yuan (including this amount). The specific amount of shares repurchased shall be subject to the actual amount of shares repurchased when the repurchase is completed. The source of funds is the company's own funds.
2. Repurchase price: the repurchase price shall not exceed 37 yuan / share, 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. If the company implements ex right and ex interest matters such as share distribution, conversion of capital reserve to share capital and cash dividend during the repurchase period, the upper limit of repurchase price shall be adjusted accordingly from the date of ex right and ex interest of share price.
3. Number of repurchases: Based on the calculation of the upper limit of 100 million yuan of the total amount of funds repurchased and the upper limit of 37 yuan / share of the price of repurchased shares, the number of shares that can be repurchased is expected to be 2.7027 million shares, accounting for 1.76% of the current total share capital of the company; Based on the calculation of the lower limit of total repurchase funds of RMB 80 million and the upper limit of share repurchase price of 37 yuan / share, it is estimated that the number of shares that can be repurchased is 2.1622 million, accounting for 1.41% of the current total share capital of the company. The specific number of shares repurchased shall be subject to the actual number of shares repurchased at the end of repurchase.
4. Repurchase period: the implementation period of this share repurchase is within 12 months from the date when the board of directors of the company deliberates and approves this repurchase plan.
5. Purpose of Repurchase: to implement equity incentive and / or employee stock ownership plan.
6. Whether the relevant shareholders have plans to increase or decrease their holdings
The company's directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert, shareholders holding more than 5% and persons acting in concert have no plans to increase or decrease their holdings during the implementation of the repurchase.
7. Relevant risk tips
(1) The share repurchase plan has uncertainty risks that the stock price continues to exceed the upper limit of the repurchase price during the repurchase period, resulting in the impossibility or partial implementation of the repurchase plan;
(2) If the funds required for this share repurchase are not raised in place, there may be a risk that the repurchase plan cannot be implemented or partially implemented;
(3) There are risks that the share repurchase plan cannot be implemented due to major events that have a significant impact on the company's stock trading price, the decision of the board of directors to terminate the repurchase plan, the company's failure to meet the conditions for share repurchase stipulated by laws and regulations, etc;
(4) The share repurchase plan may have the risk of changing or terminating the repurchase plan according to the rules due to major changes in the company's operation, financial status and external objective conditions;
(5) If the repurchased shares are used to implement equity incentive and / or employee stock ownership plan, there is a risk that the repurchased shares cannot be fully granted and cancelled due to the failure of equity incentive and / or employee stock ownership plan to be deliberated and approved by the company's board of directors and general meeting of shareholders, and the waiver of subscription by the participants of equity incentive and / or employee stock ownership plan.
This repurchase plan does not represent the actual implementation of the company's final repurchase of shares. The company will choose the opportunity to make a repurchase decision and implement it according to the market conditions within the repurchase period, and timely perform the obligation of information disclosure according to the progress of the repurchase of shares. Please pay attention to the investment risks.
In accordance with the company law, the securities law, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 - share repurchase, the share repurchase rules of listed companies and the Listing Rules of Shenzhen Stock Exchange gem, the company deliberated and adopted the proposal on share repurchase plan of the company at the 25th meeting of the third board of directors held on May 4, 2022, The specific situation is now announced as follows: first, the main contents of the repurchase plan
(I) purpose and purpose of repurchasing shares of the company
Based on the confidence in the company's future development prospects and recognition of the company's value, in order to safeguard the interests of the majority of investors and enhance investor confidence, after fully considering the company's financial situation, operation and development strategy and other factors, the company plans to use its own funds to buy back the company's shares in the form of centralized competitive trading for the implementation of equity incentive and / or employee stock ownership plan.
(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 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 the bourse.
(III) method and price range of share repurchase
1. Way of Share Repurchase: centralized bidding transaction will be adopted.
2. Price range of repurchased shares: the upper limit of the price of repurchased shares this time is no more than 37 yuan / share (including this number), and the upper limit of the repurchased price is no more than 150% of the average stock trading price in the 30 trading days before the board of directors passed the resolution on repurchased shares.
The specific repurchase price will be determined according to the stock price of the company's secondary market during the implementation of the repurchase. The ex dividend price of the company's share capital shall be adjusted from the date when the stock repurchase or ex dividend plan is implemented according to the provisions of the CSRC, and from the date when the ex dividend share price of the company's share capital is adjusted according to the ex dividend plan of the Shenzhen Stock Exchange.
(IV) type and quantity of repurchased shares, proportion in total share capital and total amount of funds to be repurchased 1. Type of repurchased shares: RMB ordinary shares (A shares) issued by the company.
2. Total capital of Share Repurchase: the total capital of this repurchase shall not be less than 80 million yuan (including this amount) and not more than 100 million yuan (including this amount). The specific total amount of repurchase funds shall be subject to the total amount of funds actually used to repurchase shares at the expiration of the repurchase period.
3. Number of shares to be repurchased: calculated according to the upper limit of repurchase price of 37 yuan / share and the upper limit of repurchase amount of 100 million yuan, the number of shares to be repurchased is expected to be 2.7027 million shares, accounting for 1.76% of the current total share capital of the company; Based on the minimum repurchase amount of RMB 80 million, the number of shares repurchased is expected to be 2.1622 million, accounting for 1.41% of the current total share capital of the company. The specific number of repurchases and the proportion in the total share capital of the company shall be subject to the actual number of shares repurchased and the proportion in the total share capital of the company. In case of ex right and ex interest matters such as capital reserve converted into share capital, distribution of shares or cash dividends during the repurchase period, the price and quantity of repurchased shares shall be adjusted accordingly from the date of ex right and ex interest of share price.
(V) source of funds for share repurchase
The source of funds for this repurchase is the company's own funds.
(VI) implementation period of share repurchase
1. The implementation period of the company's repurchase is within 12 months from the date when the board of directors deliberates and approves the repurchase plan. If the following conditions are met, the repurchase period will expire in advance and the implementation of this repurchase plan will be completed:
(1) During the repurchase period, if the total amount of repurchase funds reaches the maximum limit (the difference funds are not enough to repurchase one share), 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.
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.
3. The company shall not entrust to buy back shares at the following trading hours:
(1) Opening call auction;
(2) Within half an hour before the closing;
(3) There is no limit on the rise and fall of stock prices.
4. During the implementation of the repurchase, the repurchase price shall not be the price limited by the trading increase of the company's shares on the same day.
5. During the implementation of the repurchase plan, if the trading of the company's shares is suspended for more than 10 consecutive trading days due to the planning of major events, the repurchase period may be postponed, and the postponed period shall not exceed the maximum period specified by the CSRC and Shenzhen Stock Exchange.
2、 Expected changes in the company's equity structure after repurchase
1. According to the calculation of the maximum repurchase amount of 100 million yuan and the maximum repurchase price of 37 yuan / share, the number of share repurchases is expected to be 2.7027 million shares, accounting for 1.76% of the current total share capital of the company. If there is no change in the number of shares held by the company and the conditions for the sale of 270.27 shares are changed, the total number of shares held by the company will not be increased, and the total number of shares held by the company will not be limited to 270.27 shares. According to this calculation, the changes of the company's share capital structure are as follows:
Before and after this change
Nature of shares the number of shares (shares) in the total share capital the proportion of the number of shares (shares) in the total share capital
1、 Shares with limited sales conditions 10041040000 65.52% 10311310270 67.28%
2、 Shares with unlimited sales conditions 5285152000 34.48% 5014881730 32.72%
3、 Total shares 15326192000 100.00% 15326192000 100.00%
2. According to the calculation of the lower limit of the repurchase amount of 80 million yuan and the upper limit of the repurchase price of 37 yuan / share, the number of share repurchases is expected to be 2.1622 million shares, accounting for 1.41% of the current total share capital of the company. Assuming that all the shares repurchased this time are used to implement equity incentive and / or employee stock ownership plan and are locked up, the total share capital of the company will not change, the number of tradable shares with restricted conditions will increase by 216.22 shares, and the number of tradable shares with unlimited conditions will decrease by 216.22 shares. According to this calculation, the changes of the company's share capital structure are as follows:
Before and after this change
Nature of shares number of shares (shares) in total share capital number of shares (shares) in total share capital
Proportion proportion
1、 Shares with limited sales conditions 10041040000 65.52% 10257256216 66.93%
2、 Shares without sale conditions 5285152000 34.48% 5068935784 33.07%
3、 Total shares 15326192000 100.00% 15326192000 100.00%
Note: the above changes are preliminary calculation results, and other factors have not been considered for the time being. The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased when the repurchase is completed.
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
As of March 31, 2022, the total assets of the company are 2490677900 yuan, the total liabilities are 1075547200 yuan, and the asset liability ratio is 43.18%; The owner's equity attributable to the shareholders of the listed company is 1415130700 yuan and the current assets are 1339189400 yuan. According to the financial data on March 31, 2022, the upper limit of the total repurchase funds is RMB 100 million (including this amount), accounting for 4.01%, 7.07% and 7.47% of the total assets, owner's equity attributable to shareholders of listed companies and current assets respectively. Taking into account the company's operation, finance, development strategy and other factors, the share repurchase of its own funds with a total amount of not less than 80 million yuan (including this amount) and not more than 100 million yuan (including this amount) will not have a significant impact on the company's operation, finance, R & D, debt performance ability and future development.
According to the calculation of the maximum repurchase amount of 100 million yuan and the maximum repurchase price of 37 yuan / share, the number of share repurchases is expected to be 270.27 shares, accounting for 20% of the current total share capital of the company
