Securities code: Shanghai Weaver Network Co.Ltd(603039) securities abbreviation: Shanghai Weaver Network Co.Ltd(603039) Announcement No.: 2022031 Shanghai Weaver Network Co.Ltd(603039)
Announcement on the share repurchase scheme 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Purpose of Share Repurchase: to implement equity incentive
Total repurchase funds: no less than 120 million yuan (inclusive) and no more than 200 million yuan (inclusive)
Repurchase price: no more than 60 yuan / share (inclusive), which is no more than 150% of the average trading price of the company's shares 30 trading days before the board of directors passed the repurchase resolution;
Repurchase period: within 6 months from the date when the board of directors deliberates and approves the share repurchase plan, i.e. from May 5, 2022 to November 4, 2022
Source of repurchase funds: the company's own funds
Whether there are plans to increase or decrease the shareholding of relevant shareholders: after inquiry, as of the date of the resolution of the board of directors, Mr. Wei Lidong, the chairman of the company, plans to increase the shareholding of the company in the next six months, and will not reduce the shareholding of the company in the next six months. The remaining directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company have no plans to increase or decrease the shareholding of the company in the next three months and the next six months.
Relevant risk tips
The repurchase plan has the following risks:
1. 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;
2. If major events that have a significant impact on the trading price of the company's shares occur or the board of directors of the company decides to terminate the repurchase plan, there is a risk that the repurchase plan will not be implemented smoothly;
3. If the company fails to raise the funds required for this share repurchase due to changes in the external environment, temporary business needs and other factors during the implementation of share repurchase, there may be a risk that the repurchase plan cannot be implemented;
4. The repurchased shares will be used for equity incentive in the later stage. If the company fails to implement the above purposes, there will be no insured risk;
5. In case of regulatory documents such as the detailed rules for the implementation of repurchase issued by the regulatory authorities, the risk of corresponding terms of repurchase needs to be adjusted according to the new regulatory regulations during the implementation of this repurchase.
1、 Review and implementation procedures of repurchase scheme
On May 4, 2022, the company held the 16th meeting of the Fourth Board of directors, deliberated and adopted the proposal on share repurchase scheme by centralized bidding transaction. The independent directors of the company have expressed their independent opinions on this proposal.
According to the company law of the people's Republic of China, Article 25 of the articles of association and other relevant provisions, this proposal has been resolved at the board meeting attended by more than two-thirds of the directors. This share repurchase plan will take effect from the date of the resolution of the board of directors and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Main contents of repurchase plan
(I) purpose and purpose of this share repurchase
Based on the confidence in the company's future development prospects and high recognition of the company's value, and in combination with the company's operation, main business development prospects, the company's financial status and future profitability, the company plans to repurchase the company's shares with its own funds for the implementation of the company's equity incentive, so as to further establish and improve the company's long-term incentive mechanism and benefit sharing mechanism and fully mobilize the enthusiasm of the company's employees, Attract and retain excellent talents, enhance enterprise cohesion and core competitiveness, and promote the healthy and sustainable development of the company.
The repurchased shares will be fully used for equity incentive at an appropriate time in the future. If the repurchased shares are not used within 36 months after the completion of share repurchase, the unused repurchased shares will be cancelled. 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
The type of shares repurchased this time is RMB ordinary shares (A shares) issued by the company.
(III) method of share repurchase
The repurchased shares are planned to be repurchased through the trading system of Shanghai Stock Exchange in the form of centralized bidding transaction.
(IV) implementation period of repurchase
1. The term of this repurchase is six months from the date when the board of directors deliberates and approves the plan for share repurchase, that is, from May 5, 2022 to November 4, 2022. The company will, in accordance with the resolution of the board of directors, repurchase according to the market during the repurchase period
2. The repurchase period will expire in advance if:
(1) Within the repurchase period, if the amount of repurchase funds reaches the maximum, the repurchase plan will be implemented, that is, 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 of the resolution of the board of directors 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 company's annual report, semi annual report and quarterly report, 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 company's performance forecast or performance express;
(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.
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 the planning of major events, the company will postpone the implementation of the repurchase plan and disclose it in time after the resumption of trading of shares.
(V) number of shares to be repurchased, proportion in the total share capital of the company and total capital
1. Total repurchase funds: no less than RMB 120 million (inclusive) and no more than RMB 200 million (inclusive).
2. Number of shares repurchased: calculated according to the lower limit of the repurchase amount of 120 million yuan and the upper limit of the repurchase price of 60 yuan / share, the number of shares repurchased is about 2 million shares, and the proportion of shares repurchased accounts for about 0.77% of the total share capital of the company; According to the maximum repurchase amount of 200 million yuan and the maximum repurchase price of 60 yuan / share, the number of repurchases is about 3333300 shares, accounting for about 1.28% 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 or completion of the repurchase. (VI) price of this repurchase
The price of the shares repurchased this time shall not exceed 60 yuan / share (inclusive), and the 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 adopted the repurchase resolution. The specific repurchase price shall be determined by the company and the 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 ex rights and ex interest matters such as conversion of capital reserve into share capital, cash dividends, distribution of stock dividends, allotment of shares, stock subdivision or stock reduction 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) sources of funds to be used for repurchase
The lower limit of the repurchase amount is 120 million yuan (inclusive) and the upper limit is 200 million yuan (inclusive)
The source of funds for share repurchase is self owned funds.
(VIII) validity of the resolution
The validity period of the resolution on the share repurchase plan is within 6 months from the date of deliberation and adoption by the board of directors, if it is proposed to
If the implementation period of share repurchase is postponed due to the continuous suspension of trading of the company's shares for more than 10 trading days, the resolution shall be valid
Accordingly.
(IX) according to the lower limit of RMB 120 million (inclusive) and the upper limit of RMB 20000
10000 yuan (inclusive), and the upper limit of repurchase price is 60 yuan / share. It is assumed that all the shares repurchased this time are used for equity
The company is encouraged and fully locked. The changes in the company's equity structure are expected to be as follows:
Before this repurchase, it is repurchased according to the lower limit of the repurchase amount, after that, it is repurchased according to the upper limit of the repurchase amount
Share category share number in total share capital share number in total share capital share number in total share capital share ratio (share) case (%) (share) case (%) (share) case (%)
Tradable shares with limited sales conditions 0.00% 20000000.76% 33333331.26%
Tradable shares without restrictions 260603073100.00% 26060307399.24% 26060307398.74%
Total share capital 260603073100.00% 262603073100.00% 263936406100.00%
Note: the above calculation data are for reference only. The specific number of shares repurchased and the actual changes in the company's share capital structure
The situation shall be subject to the follow-up implementation; If the company fails to implement the above measures within 36 months after the completion of this repurchase
The remaining repurchase shares not transferred (not fully transferred) will be cancelled by the directors
The decision will be made in accordance with relevant laws and regulations.
3、 The share repurchases have great impact on the company's daily operation, finance, R & D, profitability and debt repayment performance
Analysis of the possible impact of market power, future development and maintaining the listing status
As of December 31, 2021, the total assets of the company were 337671323740 yuan and the total liabilities were
149716152125 yuan and 198452463450 yuan of monetary capital belong to the shareholders of the listed company
The net assets are 187955171615 yuan, the asset liability ratio is 44.34%, and the operating income will be realized in 2021
2 Zhejiang Jinfei Kaida Wheel Co.Ltd(002863) 16568 yuan, with a net profit of 30869872521 yuan (the above financial data have been audited).
As of March 31, 2022, the total assets of the company were 327675956202 yuan and the total liabilities were
137827563876 yuan, and the monetary capital is 184338185681 yuan, which belongs to the shareholders of the listed company
The net assets are 189848392326 yuan, the asset liability ratio is 42.06%, and the operating income will be realized from January to March 2022
29301489388 yuan, with a net profit of 1513069870 yuan (the above financial data have not been audited).
Assuming that the maximum repurchase fund of 200 million yuan has been used up, the repurchase funds account for the company's share as of 2022
6.10% of the total assets and 10.53% of the net assets attributable to the shareholders of the listed company as of March 31, 2014.
According to the company's current operation, finance and future development plan, the company's share repurchase will not have a significant impact on the company's business activities, financial status and future development. The implementation of the share repurchase plan will not lead to changes in control and affect the company's listing status.
All the shares repurchased this time will be used to implement equity incentive, which is conducive to establishing and improving the company's long-term incentive mechanism, mobilizing the enthusiasm of the core team, improving the team cohesion and competitiveness, and helping the long-term development of the company.
4、 Opinions of independent directors on compliance, necessity, rationality and feasibility of the share repurchase plan
1. The shares repurchased by the company this time comply 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 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 other laws, regulations and normative documents, and the voting procedures of the board meeting comply with relevant laws According to the relevant provisions of laws and regulations and the articles of association, the company's share repurchase is legal and compliant.
2. The repurchase of shares and the use of the repurchased shares for equity incentive can effectively combine the interests of shareholders, the company and the core team, help to build a long-term and stable team of investors and enhance investors' confidence in the future development prospects of the company. The repurchase of shares by the company is necessary.
3. The capital source of the company's share repurchase this time is the company's own funds. This repurchase will not have a significant impact on the company's daily operation, finance, R & D, profitability, debt performance ability and future development, will not affect the company's listing status, and will not damage the interests of the company, shareholders, especially minority shareholders.
4. This repurchase is carried out in the form of centralized bidding transaction, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized investors.
5、 Whether the directors, supervisors, controlling shareholders and actual controllers of the company buy and sell the shares of the company within 6 months before the board of directors makes the share repurchase resolution, whether there is a conflict of interest with the repurchase plan, whether there is insider trading and market manipulation, and whether there is a plan to increase or reduce holdings during the repurchase period:
After verification, within 6 months before the board of directors made the resolution to repurchase shares, the directors, supervisors, controlling shareholders and actual controllers of the company did not buy or sell the shares of the company, there was no conflict of interest with the repurchase plan, and there was no insider trading and market manipulation alone or jointly with others. Mr. Wei Dong, the chairman of the board of directors and the senior management of the company, plans to increase the shareholding of the company within 6 months, and Mr. Wei Dong will not increase the shareholding of the company in the next 6 months
