Securities code: 002129 securities abbreviation: Tianjin Zhonghuan Semiconductor Co.Ltd(002129) Announcement No.: 2022-007 Tianjin Zhonghuan Semiconductor Co.Ltd(002129)
Announcement on repurchase results and share changes
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.
Tianjin Zhonghuan Semiconductor Co.Ltd(002129) (hereinafter referred to as “the company”) held the 22nd Meeting of the 6th board of directors on January 11, 2022, deliberated and adopted the proposal on share repurchase plan of the company, and planned to use its own funds to repurchase the company’s shares at a price of no more than 61.55 yuan / share. The total capital of the company’s share repurchase is expected to be no less than 355 million yuan, No more than RMB 391 million, and the implementation period of this share repurchase is no more than 12 months from the date when the share repurchase plan is considered and approved by the board of directors. For details, please refer to China Securities Journal, securities times and http://www.cn.info.com.cn on January 12, 2022 Announcement on share repurchase scheme of the company and report on share repurchase disclosed.
As of January 13, 2022, the repurchase plan of the company has been implemented. In accordance with the provisions of relevant laws and regulations such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, the implementation results of the company’s share repurchase are hereby announced as follows:
1、 Repurchase progress
On January 12, 2022, the Company repurchased the company’s shares for the first time by means of centralized bidding through the special securities account for share repurchase, and disclosed the announcement on initial repurchase of company shares. The actual repurchase range of the company is from January 12, 2022 to January 13, 2022. During this period, the company has repurchased 9515263 shares of the company through centralized bidding through the special securities account for repurchasing shares, accounting for 0.29% of the current total share capital of the company. The highest transaction price is 41.79 yuan / share, the lowest transaction price is 39.62 yuan / share, and the total transaction amount is 390937809.33 yuan (excluding transaction costs). The total repurchase fund of the company has reached the lower limit of the total repurchase fund specified in the repurchase plan and has not exceeded the upper limit of the total repurchase fund. There is no difference between the actual share repurchase of the company and the repurchase plan considered and adopted at the 22nd Meeting of the sixth board of directors. The company has completed the repurchase according to the disclosed repurchase plan.
2、 Impact of the implementation of share repurchase scheme on the company
The share repurchase will not have a significant impact on the company’s finance, operation, R & D and debt performance ability. After the implementation of the repurchase, it will not lead to changes in the controlling shareholders and actual controllers of the company, change the status of the company as a listed company, and the distribution of shares still meets the listing conditions.
3、 Subsequent arrangements for repurchased shares
The number of shares repurchased by the company this time is 9515263, all of which are deposited in the company’s special securities account for repurchase. Before the transfer / cancellation of the repurchased shares, the repurchased shares do not enjoy the voting rights of the general meeting of shareholders, profit distribution, conversion of reserve funds into share capital, allotment of shares, pledge and other rights.
All the shares repurchased this time will be used for employee stock ownership plan or equity incentive. The company plans to complete the transfer within three years after the disclosure of the repurchase results and the announcement of share changes. If the repurchased shares are not used within the time limit specified by laws and regulations, the unused shares will be cancelled and the registered capital of the company will be reduced accordingly. At that time, after the general meeting of shareholders has made a resolution on share repurchase and cancellation, the company will, in accordance with the relevant provisions of the company law of the people’s Republic of China, perform legal procedures such as notifying creditors of the cancellation of shares and the reduction of registered capital, so as to fully protect the legitimate rights and interests of creditors.
4、 Other instructions
The time, quantity and price of the shares repurchased by the company and the entrusted period of centralized bidding transaction comply with the relevant provisions of Articles 17, 18 and 19 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchases.
1. The company did not repurchase 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 stock trading price of the company or in the process of decision-making to the date of disclosure according to law;
(4) Other circumstances prescribed by the CSRC.
2. Where the company repurchases its shares by means of centralized competitive trading, it shall meet the following requirements:
(1) The entrustment price shall not be the price limited by the trading increase of the company’s shares on the same day;
(2) No entrustment of share repurchase shall be made within the opening call auction of the exchange, half an hour before the closing and within the trading day when the stock price has no limit on rise or fall;
(3) Other requirements stipulated by the CSRC and the bourse.
3. The cumulative trading volume of the company’s shares is 197991864 shares in the five trading days before the date of the company’s first share repurchase (January 12, 2022). During the repurchase period, the number of shares repurchased by the company every five trading days does not exceed 25% of the cumulative trading volume of the company’s shares in the five trading days before the date of the first repurchase of shares, i.e. 497966 shares.
4. From the date when the company first disclosed the repurchase of shares to the day before this announcement, the directors, supervisors and senior managers of the company did not buy or sell the company’s shares. Based on confidence in the company’s future development prospects and recognition of the company’s value, Tianjin Zhonghuan Electronic Information Group Co., Ltd., the company’s largest shareholder, purchased 83300 shares of the company’s shares through centralized bidding on January 13, 2022.
The company will make arrangements for the specific purpose of this share repurchase according to law and timely perform the obligation of information disclosure according to relevant regulations. Please pay attention to the investment risk.
It is hereby announced
Tianjin Zhonghuan Semiconductor Co.Ltd(002129) board of directors January 13, 2022
