Securities code: Weichai Power Co.Ltd(000338) securities abbreviation: Weichai Power Co.Ltd(000338) Announcement No.: 2022029 Weichai Power Co.Ltd(000338)
Proposal on repurchase of A-Shares 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. Weichai Power Co.Ltd(000338) (hereinafter referred to as "the company" or "the company") intends to use its own funds to repurchase part of the company's A-share social public shares (hereinafter referred to as "the repurchase") in the form of centralized bidding transaction for the later implementation of the equity incentive plan. If it fails to implement it, the shares repurchased by the company will be cancelled and the registered capital will be reduced according to law. The price of this repurchase of A-Shares is no more than RMB 17.57 per share (inclusive). It is expected that the number of A-Shares to be repurchased will not be less than 0.5% of the company's total share capital and no more than 1% of the total share capital, that is, no less than 43632784 shares (inclusive) and no more than 87265568 shares (inclusive). According to the calculation of the maximum repurchase quantity of 87265568 shares (including) and the maximum repurchase price of 17.57 yuan / share (including), the total repurchase fund is expected to not exceed RMB 1.533 billion. The specific number of repurchased shares shall be subject to the actual number of repurchased shares at the expiration of the repurchase period, and the specific total amount of repurchased funds shall be subject to the total amount of funds actually used for repurchased shares at the expiration of the repurchase period. The repurchase period is within 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan.
2. The directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the company do not have a clear plan to increase or decrease their holdings during the repurchase period, and the shareholders holding more than 5% of the company (i.e. controlling shareholders) and their persons acting in concert do not have a clear plan to reduce their holdings in the next six months. If the above-mentioned entities have plans to increase or decrease their shares in the future, the company will timely perform the obligation of information disclosure in accordance with relevant regulations.
3. Risk warning
(1) The funds for this share repurchase come from the company's own funds, and there is a risk that the repurchase plan cannot be implemented or can only be partially implemented due to the failure to raise the funds required for share repurchase;
(2) In this repurchase, the company's stock price continues to exceed the price disclosed in the repurchase plan, resulting in the uncertainty risk that the repurchase plan cannot be implemented or can only be partially implemented;
(3) There is a risk that the regulatory authorities will issue new regulations and requirements on the share repurchase of listed companies, resulting in the repurchase plan not meeting the new regulatory regulations and requirements, which cannot be implemented or needs to be adjusted;
(4) Due to the failure of the equity incentive plan to be deliberated and approved by the decision-making bodies such as the company's board of directors and the general meeting of shareholders, the objects of the equity incentive plan give up the subscription of shares and other reasons, there is a risk that the repurchased shares cannot be fully granted. In case of the above failure, there is a risk that the repurchased but not granted shares will be cancelled.
If the repurchase plan cannot be implemented due to the above circumstances, the company will revise the repurchase plan and submit it to the board of directors for deliberation. Meanwhile, during the implementation of share repurchase, the company will timely perform the obligation of information disclosure in accordance with the requirements of laws, regulations and regulatory authorities.
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the share repurchase rules of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 - share repurchase and other relevant laws and regulations and the relevant provisions of the articles of association, the company plans to repurchase part of the company's A-share social public shares. The sixth interim Board of directors of 2022 held on May 19, 2022 considered and approved the proposal on repurchase of A-Shares of the company and related proposals. The specific contents of this repurchase are as follows:
1、 Main contents of this repurchase plan
(I) purpose and purpose of share repurchase
Based on the confidence in the company's future development and the judgment of the company's value, improve the company's capital market image and enhance investor confidence. At the same time, establish and improve the long-term incentive and restraint mechanism, stimulate the entrepreneurial passion of employees and officers, and boost the company to achieve high-quality development. Combined with the company's current operation, financial status, future development prospects and profitability, the company plans to repurchase part of the company's A-share social public shares with its own funds, For the later implementation of the equity incentive plan, if it is not implemented, the shares repurchased by the company will be cancelled and the registered capital will be reduced according to law.
(II) the repurchased shares meet the relevant conditions
This repurchase of the company complies with the following relevant conditions stipulated in the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 - repurchase of shares:
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 to perform its debts and continue to operate;
4. After the share repurchase, the equity distribution of the company still meets the listing conditions;
5. Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
(III) method of share repurchase
The company plans to buy back A-Shares of the company through centralized bidding trading through the trading system of Shenzhen Stock Exchange. (IV) price range and pricing principle of repurchased shares
The price of this repurchase of A-Shares is no more than RMB 17.57 per share (inclusive), which does not exceed 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. The specific repurchase price shall be determined by the management of the company authorized by the board of directors according to the regulatory requirements, the trend of the company's share price, the company's financial and operating conditions during the implementation of the repurchase.
The board of directors decided that until the completion of the repurchase, if the company has implemented share distribution, conversion of capital reserve into share capital, cash dividend, allotment, share reduction and other ex rights and ex interests, the upper limit of the repurchase price shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange from the date of ex rights and ex interests of the share price.
(V) type, quantity range and proportion of shares to be repurchased in the total share capital
The type of shares to be repurchased this time is A-share social public shares issued by the company. The number of A-Shares repurchased is expected to be no less than 0.5% and no more than 1% of the total share capital of the company, that is, no less than 43632784 shares (inclusive) and no more than 87265568 shares (inclusive).
The company will implement this repurchase according to the repurchase plan, the change of stock market price during the repurchase implementation period and the company's operating conditions. 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. The board of directors has decided that until the completion of the repurchase, if the company has implemented share distribution, conversion of capital reserve into share capital, cash dividend, share allotment, share reduction and other ex right and ex interest matters, the number of repurchased shares shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange from the date of ex right and ex interest of the share price.
(VI) total amount and source of funds to be used for repurchase
The capital source of this share repurchase is the company's own funds. If calculated according to the upper limit of the repurchase price and the number of shares to be repurchased, the total repurchase funds shall not exceed RMB 1.533 billion. 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.
(VII) term of share repurchase
The repurchase period is within 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan. 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.
1. If the following conditions are met, the repurchase period will expire in advance:
(1) If one of the number of shares to be repurchased or the total amount of funds to be repurchased reaches the maximum within the repurchase period, the repurchase plan will be implemented, that is, the repurchase period will expire in advance from that date.
(2) According to the authorization of the board of directors, the management of the company shall make the repurchase decision according to the market conditions within the repurchase period and implement it according to law. If the board of directors decides to terminate the repurchase plan, the repurchase period shall expire in advance from the date of the resolution of the board of directors.
2. The company shall not buy back the company's shares within 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 and Shenzhen Stock Exchange.
2、 Expected changes in the company's equity structure after repurchase
The maximum number of shares to be repurchased this time is 87265568, accounting for 1% of the total share capital of the company; The minimum number of shares to be repurchased this time is 43632784, accounting for 0.5% of the total share capital of the company. According to the current share capital structure of the company, the changes of the company's equity after share repurchase are expected to be as follows:
1. Assuming that all the repurchased shares are used for equity incentive and locked up, the changes in the company's share capital structure are expected to be as follows:
Before and after repurchase
The class of shares shall be calculated according to the upper limit of the number of shares repurchased and the lower limit of the number of shares repurchased
Number of shares (shares) proportion number of shares (shares) proportion number of shares (shares) proportion
Limited sales conditions A-Shares 173375430519.87% 182101987320.87% 177738708920.37%
Unlimited sale conditions A-Shares 504976251657.87% 496249694856.87% 500612973257.37%
H shares 194304000022.27% 194304000022.27% 194304000022.27%
Total share capital 8726556821100.00% 8726556821100.00% 8726556821100.00%
2. If the repurchased shares cannot be used for the above purposes, they will be cancelled in accordance with relevant regulations and are expected to be repurchased
The changes of the company's equity structure after are as follows:
Before and after repurchase
The class of shares shall be calculated according to the upper limit of the number of shares repurchased and the lower limit of the number of shares repurchased
Number of shares (shares) proportion number of shares (shares) proportion number of shares (shares) proportion
Limited sales conditions: A shares 173375430519.87% 173375430520.07% 173375430519.97%
Unlimited sale conditions A-Shares 504976251657.87% 496249694857.44% 500612973257.65%
H shares 194304000022.27% 194304000022.49% 194304000022.38%
Total share capital 8726556821100.00% 8639291253100.00% 8682924037100.00%
Note: other factors have not been considered in the above changes. The specific number of shares repurchased is based on the actual number of shares repurchased at the expiration of the repurchase period
The number of shares shall prevail. The difference between the total of the above relevant data and the sum of the detailed values is caused by rounding.
3、 The management's analysis of the impact of this repurchase on the company's operation, finance and future significant development, all
The directors' commitment that this repurchase will not damage the company's debt performance ability and sustainable operation ability
As of December 31, 2021, the total assets of the company were 27704442490796 yuan, belonging to the company
The net assets of the shareholders of the municipal company are 7090680432087 yuan. If the upper limit of total repurchase funds is RMB
RMB 1.533 billion has been fully used. According to the financial data on December 31, 2021, the repurchase funds account for the total amount of the company
The proportion of assets is about 0.55%, accounting for about 2.16% of the net assets attributable to the shareholders of the listed company. This time
Repurchase will not have a significant impact on the company's operating conditions, financial conditions and future development.
According to the calculation, this repurchase will not lead to the change of the company's control, and the equity distribution is still consistent
In line with the listing conditions, the listing status of the company will not be affected.
All directors of the company promise that all directors will be honest, trustworthy, diligent and responsible in this repurchase
Protect the interests of the company and the legitimate rights and interests of shareholders. This repurchase will not damage the company's debt performance ability and sustainability
Battalion capacity.
4、 Directors, supervisors, senior managers, controlling shareholders and actual controllers of the company and their concerted actions
The situation of buying and selling the shares of the company within six months before the board of directors makes the resolution to buy back the shares, whether there are insider trading and market manipulation behaviors alone or jointly with others, and the plan for increasing or decreasing the shares during the repurchase period; Reduction plan of shareholders holding more than 5% and their persons acting in concert in the next six months
According to the self-examination of the company, the directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert of the company did not buy or sell the shares of the company within six months before the board of directors made the share repurchase resolution, nor did they conduct insider trading and manipulate the market alone or jointly with others. The company's directors, supervisors, senior managers, controlling shareholders, actual controllers and persons acting in concert have no clear increase or decrease in holdings during the repurchase period
