Stock Code: 603703 stock abbreviation: Zhejiang Shengyang Science And Technology Co.Ltd(603703) Announcement No.: 2022-008 Zhejiang Shengyang Science And Technology Co.Ltd(603703)
With regard to the announcement on adjusting 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 responsibilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Zhejiang Shengyang Science And Technology Co.Ltd(603703) (hereinafter referred to as “the company”) intends to adjust the upper limit of share repurchase price to no more than 34.70 yuan / share, which shall not exceed 150% of the average trading price of the company’s shares 30 trading days before the board of directors deliberates and adopts this resolution;
The adjustment of the share repurchase plan is within the approval authority of the board of directors in accordance with the provisions of the articles of association and does not need to be submitted to the general meeting of shareholders for deliberation.
In accordance with the company law, the securities law, the stock listing rules of Shanghai Stock Exchange, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchase and other laws and regulations, The company held the 22nd Meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors on January 14, 2022, deliberated and adopted the proposal on adjusting the company’s share repurchase scheme by means of centralized bidding transaction, and agreed to adjust some contents of the share repurchase scheme. The specific contents are as follows:
1、 Overview of share repurchase before adjustment
The company held the 12th meeting of the 4th board of directors on June 9, 2021, deliberated and adopted the proposal on share repurchase through centralized bidding transaction, and disclosed the report on share repurchase through centralized bidding transaction on June 18, 2021. The repurchase amount is not less than RMB 100 million, It shall not exceed RMB 200 million, the repurchase price shall not exceed 18 yuan / share, and the period of share repurchase shall not exceed 12 months from the date when the board of directors deliberates and approves the share repurchase plan. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on June 10, 2021 and June 18, 2021 The Zhejiang Shengyang Science And Technology Co.Ltd(603703) announcement on share repurchase scheme by centralized bidding transaction (Announcement No.: 2021-048) and the repurchase report on share repurchase by centralized bidding transaction disclosed
Notice (Announcement No.: 2021-051).
On July 1, 2021, the company implemented the share repurchase plan for the first time through centralized bidding transaction. section
By January 14, 2022, the company has bought back 2514500 shares, accounting for the total share capital of the company
0.84%, the highest purchase price is 12.26 yuan / share and the lowest price is 11.24 yuan / share
The total amount is RMB 29991068.00 (excluding stamp duty, transaction commission and other transaction expenses)
The purchase shall comply with relevant laws and regulations and the requirements of the company’s repurchase plan.
2、 Specific contents of the share repurchase plan adjusted this time
This adjustment mainly refers to the price ceiling of share repurchase, and the specific contents are as follows:
Adjustment after adjustment
The price of the shares to be repurchased this time is no more than RMB 18 yuan / share, and the price of the shares to be repurchased this time is no more than RMB 34.70 shares, which does not exceed RMB 30 yuan / share before the board of directors adopts the share repurchase resolution, and does not exceed 150% of the average trading price of the company’s shares in the 30 trading days before the board of directors adopts the share repurchase resolution. The specific repurchase price shall be 150% of the average trading price of the company’s shares on the trading day. The specific repurchase price shall be determined by the company’s management authorized by the board of directors during the implementation of the repurchase, and by the company’s management authorized by the board of directors during the implementation of the repurchase, taking into account the company’s secondary market stock price, the company’s financial status and operating status, the company’s secondary market stock price, the company’s financial status and operating status and other factors; On the one hand, it shows that the management determines the future development of the company and other factors; On the one hand, it shows the management’s positive expectation of the company’s future share repurchase exhibition, which can effectively enhance investor confidence. On the other hand, the positive expectation of the development of the other party can effectively enhance investor confidence. On the other hand, the price ceiling can improve earnings per share and effectively promote the company’s earnings per share, It can effectively play an important role in promoting the return of public value. The company plays an important role in value return.
If the company has implemented dividend distribution and capital reserve during the repurchase period, if the company has implemented other ex rights and ex interests matters such as dividend distribution, conversion of capital reserve into share capital, distribution of stock dividend, share subdivision or share reduction, etc, The company will, in accordance with other ex rights and ex interests matters of the CSRC and the Shanghai Stock Exchange, adjust the price limit of the repurchased shares in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange. Adjust the limit accordingly.
After the upper limit of share repurchase price is adjusted, the number of shares to be repurchased and the number of shares to be repurchased in this share repurchase scheme
The proportion in the total share capital of the company shall also be adjusted accordingly. The specific contents are as follows:
The lower limit of the amount of shares to be repurchased this time is RMB 100 million and the upper limit is RMB 200 million
According to the calculation of the upper limit of repurchase price of 34.70 yuan / share, it is expected that about 2.0175 million shares will still need to be repurchased, accumulating
The repurchased shares account for about 1.52% of the total share capital of the company; According to the upper limit of repurchase amount of RMB 200 million and the upper limit of repurchase price
According to the calculation of 34.70 yuan / share, it is estimated that about 4.8994 million shares still need to be repurchased, accounting for about 30% of the total shares repurchased
About 2.48% of the total share capital of the company.
The specific repurchase quantity and proportion in the total share capital of the company shall be subject to the actual repurchase situation of the company when the repurchase is completed or the repurchase implementation period expires.
3、 Analysis on the rationality, necessity and feasibility of this adjustment of share repurchase scheme
In view of the recent positive changes in the company’s share price, in order to ensure the smooth implementation of share repurchase and protect the interests of investors, the company adjusted the upper limit of repurchase price after deliberation and approval at the 22nd Meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors.
The share repurchase plan is adjusted in accordance with the company law, the securities law, the stock listing rules of Shanghai Stock Exchange, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchase and other relevant laws and regulations and the articles of association, and in combination with the actual situation of the company, It is conducive to ensuring the smooth implementation of the company’s share repurchase, without damaging the interests of the company and the rights and interests of small and medium-sized investors, and the adjusted share repurchase scheme will not have a substantive impact on the company’s share repurchase.
4、 The impact of this adjustment of share repurchase scheme on the company’s debt performance ability, sustainable operation ability and shareholders’ equity
The adjustment of the share repurchase plan will not have a significant impact on the company’s debt performance ability and sustainable operation ability, will not affect the company’s listing status, and will not damage the interests of the company and all shareholders.
5、 The decision-making procedures for this adjustment of the share repurchase scheme
The company held the 22nd Meeting of the 4th board of directors on January 14, 2022, and deliberated and adopted the proposal on adjusting the share repurchase scheme of the company by means of centralized competitive trading with 9 affirmative votes, 0 negative votes and 0 abstention votes. The adjustment of the share repurchase plan is within the approval authority of the board of directors in accordance with the provisions of the articles of association and does not need to be submitted to the general meeting of shareholders for deliberation.
6、 Opinions of independent directors
The independent directors believe that the adjustment of the company’s share repurchase plan is a necessary adjustment based on the company’s current share price and the implementation of the repurchase. The adjusted share repurchase plan is in line with the interests of the company and all shareholders and will not have a significant impact on the company’s operation, finance and future development. After the repurchase, the equity distribution of the company still meets the listing conditions.
The adjustment of the share repurchase plan complies with the provisions of the company law, the securities law, the stock listing rules of Shanghai Stock Exchange, the share repurchase rules of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchase and other relevant laws and regulations and the articles of Association. The deliberation procedure of the board of directors is legal and compliant, and there is no situation damaging the interests of the company and all shareholders.
In conclusion, we agree to the adjustment of the share repurchase plan.
It is hereby announced.
Zhejiang Shengyang Science And Technology Co.Ltd(603703) board of directors January 15, 2022
