Securities code: Enc Digital Technology Co.Ltd(603869) securities abbreviation: Enc Digital Technology Co.Ltd(603869) Announcement No.: pro 2022020 Enc Digital Technology Co.Ltd(603869)
Report on repurchase of shares of the company 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:
Enc Digital Technology Co.Ltd(603869) (hereinafter referred to as "the company") repurchases the company's shares in the form of centralized bidding transaction, and the repurchased shares are used for equity incentive. The price of the shares repurchased this time is no more than 13.61 yuan / share, and the total capital of the shares repurchased is no less than 50 million yuan and no more than 100 million yuan. The repurchase period is 12 months from the date when the share repurchase plan is considered and approved at the current board meeting. The source of repurchase funds is the company's own funds.
On May 4, 2022, the company held the 16th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors, deliberated and adopted the proposal on repurchase of shares of the company by centralized bidding transaction. According to the articles of association, this repurchase plan does not need to be submitted to the general meeting of shareholders for deliberation.
Whether there is a reduction plan for relevant shareholders: as of the date when the board of directors made the resolution on share repurchase, the company's directors, supervisors, senior managers, controlling shareholders, actual controllers and shareholders holding more than 5% of shares have no reduction plan in the next three months and six months. If there is a reduction plan in the future, the company will strictly comply with the relevant laws and regulations of the CSRC and Shanghai Stock Exchange Relevant provisions of laws and regulations and normative documents.
Relevant risk tips:
1. There is a risk that the company's stock price continues to exceed the price range disclosed in the repurchase plan during the repurchase period, resulting in the failure to implement the repurchase plan smoothly;
2. There is a risk that the repurchased shares cannot be fully granted due to the failure of the equity incentive plan to be reviewed and approved by the company's decision-making body and the abandonment of the subscription of shares by the equity incentive object;
3. In this repurchase, the funds required for the repurchase of shares were not in place in time, resulting in the failure of the repurchase plan
In accordance with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for self regulatory supervision of listed companies No. 7 - share repurchase and other laws and regulations, departmental rules and normative documents, based on the confidence in the future development prospect of the company and the recognition of the internal investment value, combined with the company's operation, financial status and future profitability, The company will buy back some shares of the company with its own funds. 1、 Review and implementation procedures of repurchase scheme
On May 4, 2022, the company held the 16th meeting of the 4th board of directors and the 13th meeting of the 4th board of supervisors, and deliberated and adopted the proposal on repurchase of shares of the company by centralized bidding transaction. The independent directors of the company expressed their independent opinions on the matter.
This share repurchase is intended to be used for equity incentive. According to the relevant provisions of the articles of association, this share repurchase plan does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Main contents of repurchase plan
(I) purpose and purpose of share repurchase
Based on the confidence in the company's future development prospects and the recognition of its internal investment value, in order to safeguard the interests of the majority of investors, enhance the public investors' investment confidence in the company, further improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of the company's middle and senior managers, core and backbone personnel, promote the long-term development of the company, and judge the company's future profitability in combination with the company's business situation, financial situation and future profitability, The company will buy back some shares of the company with its own funds.
The repurchased shares will be used for equity incentive. If the company fails to implement the equity incentive plan within three years, or the relevant shares for equity incentive are not granted within three years, the shares repurchased by the company will be cancelled according to law. The specific method shall be determined in accordance with the provisions of relevant laws and regulations.
(II) types of repurchased shares
RMB ordinary shares (A shares) issued by the company.
(III) method of share repurchase
This repurchase is implemented through centralized bidding through the trading system of Shanghai Stock Exchange.
(IV) term of share repurchase
The term of this share repurchase is 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan. The company will make a repurchase decision and implement it according to the market conditions during the repurchase term. If the following conditions are met during the repurchase period, the repurchase period will expire ahead of schedule:
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. During the implementation of the repurchase, 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 plan will be postponed and disclosed in time after the resumption of trading.
Meanwhile, 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 bourse.
(V) share repurchase price range
The price of the shares repurchased this time shall not exceed 13.61 yuan / share (including 13.61 yuan / share), and the upper limit of the price of the shares repurchased this time is 13.61 yuan / share, which shall not be higher than 150% of the average trading price of the company's shares 30 trading days before the board of directors adopts the share repurchase resolution. The specific repurchase price shall be determined by the company's management 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 transfers capital reserve into share capital, gives bonus shares or distributes cash dividends during the repurchase period, the company will adjust the repurchase price accordingly in accordance with the relevant laws, regulations and normative documents of China Securities Regulatory Commission and Shanghai Stock Exchange from the date of ex right and ex dividend of share price. If laws, regulations, rules, normative documents or relevant rules of Shanghai Stock Exchange put forward new requirements for the repurchase price during the repurchase of the company, the repurchase price of the company's shares shall be adjusted according to the above requirements after performing the corresponding procedures.
(VI) purpose, total capital, quantity and proportion of repurchased shares in the total share capital of the company
The repurchased shares will be used for equity incentive. The total amount of repurchased funds shall not be less than 50 million yuan (inclusive) and not more than 100 million yuan (inclusive). The source of funds is the company's own funds.
It is estimated that the number of shares repurchased will not exceed 7347539, accounting for about 1.46% of the company's current total share capital, based on the calculation of the maximum repurchase capital of 100 million yuan and the maximum repurchase price of 13.61 yuan / share; According to the lower limit of the total amount of people's repurchase funds
According to the calculation of RMB 50 million and the upper limit of repurchase price of RMB 13.61/share, it is expected that the number of shares to be repurchased will not exceed
3673769 shares, accounting for about 0.73% of the current 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.
(VII) expected changes in the company's equity structure after repurchase
In combination with the above estimated repurchase scale, the specific changes in equity structure are as follows:
1. If all the repurchased shares are transferred into equity incentive, the change of the company's equity after the repurchased shares is expected
The situation is as follows:
Before and after repurchase
Nature of shares (calculated by the lower limit of repurchase amount of RMB 50 million) (calculated by the upper limit of repurchase amount of RMB 100 million)
Quantity (share) proportion (%) quantity (share) proportion (%) quantity (share) proportion (%)
Restricted tradable shares 0.0036737690.7373475391.46
Non tradable shares 504500508100.0050082673999.2749715296998.54
Total number of shares 504500508100.00504500508100.00504500508100.00
2. If the company fails to implement equity incentive and all the repurchased shares are cancelled, it is expected that after repurchasing the shares
The changes of the company's equity are as follows:
Before and after repurchase
Nature of shares (calculated by the lower limit of repurchase amount of RMB 50 million) (calculated by the upper limit of repurchase amount of RMB 100 million)
Quantity (share) proportion (%) quantity (share) proportion (%) quantity (share) proportion (%)
Restricted tradable shares 0.00 ----
Non tradable shares 504500508100.00500826739100.00497152969100.00
Total number of shares 504500508100.00500826739100.00497152969100.00
(Note: other factors are not considered for the time being. The specific number of shares to be repurchased is based on the shares actually repurchased at the expiration of the repurchase period
(quantity shall prevail)
(VIII) the impact of share repurchase on the company's daily operation, finance, R & D, profitability, debt performance
Analysis of possible impact of future development and maintaining listing status
As of March 31, 2022 (Unaudited), the total assets of the company are about 49561786 million yuan, belonging to
The owner's equity belonging to the shareholders of the listed company is 39828028 million yuan and the current assets are 33762936 million yuan.
Assuming that the upper limit of 100 million yuan of total repurchase funds is fully used, it is assumed that it will not be used as of March 31, 2022
According to the audit data, the proportion of repurchased funds in the company's total assets is about 2.02%, accounting for the shares belonging to listed companies
The owner's equity of the company accounts for about 2.51%, accounting for about 2.96% of the company's current assets
The asset liability ratio will increase from 19.05% to 19.44%.
According to the current operation and financial situation of the company, combined with the profitability and development prospect of the company, the management
It is believed that this share repurchase will not have a significant impact on the company's continuous operation and future development, nor will it have an adverse impact on the company's profitability and debt performance ability; After the implementation of share repurchase, the equity distribution of the company still meets the listing conditions, does not affect the listing status of the company, and will not lead to changes in the control of the company. Repurchased shares are used to implement equity incentive, which is conducive to fully mobilize the enthusiasm of the core team, improve the cohesion and competitiveness of the company, maintain the company's image in the capital market and promote the sustainable development of the company. (IX) opinions of independent directors on the compliance, necessity, rationality and feasibility of the share repurchase scheme
The 16th meeting of the 4th board of directors of the company deliberated and approved the repurchase plan. The independent directors have expressed the following independent opinions on the matter:
1. The company's share repurchase plan and decision-making procedures comply with the relevant provisions of the company law, self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 7 - share repurchase and so on.
2. The repurchased shares are intended to be used for equity incentive, which will help the company establish a long-term incentive mechanism, improve the core competitiveness of talent teams such as middle and senior managers and core backbone personnel, enhance the cohesion of the company and ensure the long-term sustainable development of the company.
3. The source of funds for this repurchase is the company's own funds, and the scale is reasonable, which will not have a significant adverse impact on the company's production and operation, finance, R & D, capital status, debt performance ability and future development; It will not cause the equity distribution of the company to fail to meet the listing conditions and will not affect the listing status of the company; Centralized bidding transaction
