Securities code: Zhejiang Guangsha Co.Ltd(600052) securities abbreviation: Dongwang times Announcement No.: lin2022042 Zhejiang Dongwang times Technology Co., Ltd
Announcement on share repurchase scheme through 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The purpose of repurchasing shares: it is necessary to safeguard the company’s value and shareholders’ rights and interests.
Ways, prices and types of share repurchases: the company plans to repurchase the company’s domestically listed RMB common shares (A shares) at a price of no more than 5.5 yuan / share through centralized bidding.
Term of Share Repurchase: within 3 months from the date when the board of directors deliberates and approves the share repurchase plan.
Total amount and source of funds for Share Repurchase: no less than 65 million yuan (inclusive) and no more than 130 million yuan (inclusive). The source of funds for share repurchase is the company’s own funds.
Whether there is a share reduction plan: the directors, supervisors, senior executives, controlling shareholders and actual controllers of the company do not have a share reduction plan in the next three or six months.
Relevant risk tips: the company’s stock price continues to exceed the price range disclosed in the repurchase plan, resulting in the risk that the repurchase plan cannot be implemented; The risk that the funds required for share repurchase are not in place, resulting in the failure to implement the repurchase plan; If the repurchased shares fail to be transferred within the statutory time limit, the unexecuted shares will be cancelled according to law. The company needs to convene a general meeting of shareholders to make a resolution on the cancellation of repurchased shares, which may lead to relevant risks due to the failure of the general meeting of shareholders; 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.
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for share repurchase of listed companies by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 7 – share repurchase and other relevant laws and regulations, Zhejiang Dongwang times Technology Co., Ltd. (hereinafter referred to as “the company”) has drawn up a share repurchase plan, the specific contents are as follows:
1、 Review and implementation procedures of repurchase scheme
(I) on April 29, 2022, the company held the 14th meeting of the 11th board of directors and the 11th meeting of the 11th board of supervisors, deliberated and adopted the proposal on repurchase of shares of the company by centralized bidding transaction.
(II) according to Article 24 of the articles of association: “the company may purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances: (I) reduce the registered capital of the company; (II) merge with other companies holding the shares of the company; (III) use the shares for employee stock ownership plan or equity incentive; (IV) A shareholder requests the company to purchase its shares because he disagrees with the resolution on the merger or division of the company made by the general meeting of shareholders; (V) use shares to convert corporate bonds issued by the company that can be converted into shares; (VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests. Except for the above circumstances, the company shall not acquire the shares of the company. “
At the same time, according to Article 26 of the articles of association: “if the company purchases the shares of the company due to items (I) and (II) of Article 24 of the articles of association, it shall be resolved by the general meeting of shareholders; if the company purchases the shares of the company due to items (III), (V) and (VI) of Article 24 of the articles of association, it is not necessary to convene the general meeting of shareholders after the resolution of the board meeting attended by more than two-thirds of the directors.”
The purpose of this share repurchase of the company is necessary to safeguard the value of the company and the rights and interests of shareholders. In accordance with the relevant provisions of the articles of association, it can be implemented after being deliberated and approved at the meeting of the board of directors attended by more than two-thirds of the directors, and there is no need to submit it to the general meeting of shareholders for deliberation.
(III) the shares repurchased this time comply with “the closing price of the company’s shares is lower than the latest net assets per share” stipulated in paragraph 2 of Article 2 of the rules for share repurchases of listed companies of the CSRC. The company held the 14th meeting of the 11th board of directors on April 29, 2022 for deliberation, which meets the requirements of the rules for share repurchases of listed companies on the convening time and procedures of the board of directors.
2、 Main contents of repurchase plan
(I) purpose of share repurchase
In view of the comprehensive factors such as macro environment and capital market, the current stock price of the company is lower than the net assets per share in the latest period, and the current stock price can not correctly reflect the value of the company. Based on the confidence in the future development prospect of the company and the recognition of the company’s value, in order to ensure the operation and development of the company and the stability of the stock price, protect the long-term interests of investors, and promote the maximization of shareholder value and the sustainable development of the company, the company will repurchase shares in combination with the development, operation and financial status of the company.
The purpose of repurchasing shares: it is necessary to safeguard the company’s value and shareholders’ rights and interests.
(II) method, price and type of share repurchase
The company plans to buy back the domestic listed RMB common shares (A shares) of the company at a price of no more than 5.5 yuan / share (inclusive) through centralized bidding transaction.
Not exceeding 150% of the average trading price of the company’s shares 30 trading days before the board of directors passed the repurchase resolution. The specific repurchase price shall be determined by the board of directors of the company during the implementation of the repurchase, based on the stock price of the company’s secondary market, the company’s financial status and operating conditions.
If the company has implemented share distribution, conversion of capital reserve into share capital, cash dividend, share allotment and other ex rights and ex interests matters 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 Shanghai Stock Exchange from the date of ex rights and ex interests of share price.
(III) term of share repurchase
1. The implementation period of this share repurchase: within 3 months from the date when the company’s board of directors deliberates and approves the share repurchase plan.
2. 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.
3. The company shall not repurchase its shares during the following periods:
(1) Within 10 trading days before the announcement of the company’s annual report, semi annual report, quarterly report, performance forecast or performance express;
(2) From the date of occurrence of major events that may have a significant impact on the company’s stock trading price or in the process of decision-making to the date of disclosure according to law;
(3) Other circumstances prescribed by the CSRC and the Shanghai Stock Exchange.
4. 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 planning major events, the repurchase plan will be postponed and disclosed in time after the resumption of trading.
(IV) total amount and source of funds for share repurchase
The total amount of funds to be used for repurchase this time shall not be less than 65 million yuan (inclusive) and not more than 130 million yuan (inclusive). The source of repurchase funds is the company’s own funds.
(V) number of shares repurchased and proportion in the total share capital of the company
This repurchase is necessary to safeguard the company’s value and shareholders’ rights and interests, and the total amount of repurchase funds shall not be less than RMB
65 million yuan and no more than 130 million yuan.
Based on the calculation of the upper limit of the total repurchase fund of 130 million yuan and the upper limit of the repurchase price of 5.5 yuan / share, the number of shares repurchased is expected to be 23636400 shares, accounting for about 2.80% of the total issued share capital of the company.
According to the calculation of the lower limit of 65 million yuan of total repurchase funds and the upper limit of 5.5 yuan / share of share repurchase price, the number of shares repurchased is expected to be 118182 million shares, accounting for about 1.40% of the total issued share capital of the company.
The specific number and amount of shares repurchased shall be subject to the actual number of shares repurchased and the total amount of funds used at the expiration of the repurchase period.
The quantity and purpose of the company’s proposed repurchase are as follows:
The repurchase fund is 65 million yuan, and the repurchase fund is 130 million yuan
Purpose of Repurchase: proposed repurchase accounts for the current proposed repurchase, proposed repurchase accounts for the current proposed repurchase implementation period, total equity funds, total equity funds
(10000 shares) proportion (10000 yuan) (10000 shares) proportion (10000 yuan)
In order to maintain the value of the company and 118182 1.40% 65 Shandong Longji Machinery Co.Ltd(002363) .62 2.80% 13000, it is necessary to buy back shares from the board of directors
Total 118182 1.40% 65 Shandong Longji Machinery Co.Ltd(002363) .62 2.80% within 3 months from the date of 13000 scheme
The data in the above table may have tail difference due to calculation.
The specific number of repurchases shall be subject to the actual number of shares repurchased after the completion of the repurchase.
In the event that the company transfers capital reserve into share capital, distributes shares or cash dividends, splits shares, shrinks shares, allots shares or issues share certificates and other matters during the repurchase period, the number of repurchased shares shall be adjusted accordingly according to relevant regulations from the date of ex right and ex dividend of the share price.
(VI) expected changes in the company’s equity structure after repurchase
1. Based on the calculation of the maximum amount of share repurchase funds of 130 million yuan and the maximum repurchase price of 5.5 yuan / share, it is estimated that the number of shares repurchased this time is about 23636400 shares, accounting for about 2.80% of the company’s share capital on the date of deliberation of this proposal.
Based on the total share capital of the company up to now, the total share capital of the company will not change if all the repurchased shares are transferred; If the repurchased shares are not transferred, resulting in the cancellation of all shares, the changes in the company’s share capital structure based on this calculation are as follows:
Before and after share repurchase
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
Shares with unlimited sales conditions 844194741100820558378100
Shares with limited sales conditions 0
Total shares 844194741100820558378100
Note 1: the above changes do not take into account the impact of other factors. The above calculation data are for reference only. The specific repurchase shares
The number of shares shall be subject to the actual number of shares repurchased at the expiration of the repurchase period or at the completion of the implementation.
Note 2: the status of the listed company will not be changed after the repurchase of shares of the listed company.
Note 3: the data in the above table may have tail difference due to calculation.
2. Based on the calculation of the lower limit of the total share repurchase fund of 65 million yuan and the upper limit of the repurchase price of 5.5 yuan / share, it is estimated that the number of shares repurchased this time is about 118182 million shares, accounting for about 1.40% of the company’s share capital on the date of deliberation of this proposal.
Based on the total share capital of the company up to now, the total share capital of the company will not change if all the repurchased shares are transferred; If the repurchased shares are not transferred, resulting in the cancellation of all shares, the changes in the company’s share capital structure based on this calculation are as follows:
Before and after share repurchase
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
Shares with unlimited sales conditions 844194741100832376560100
Shares with limited sales conditions 0
Total shares 844194741100832376560100
Note 1: the above changes do not take into account the impact of other factors. The above calculation data are for reference only. The specific number of shares to be repurchased is based on the actual number of shares to be repurchased when the repurchase expires or the implementation is completed
