Securities code: Meihua Holdings Group Co.Ltd(600873) securities abbreviation: Meihua Holdings Group Co.Ltd(600873) Announcement No.: 2022036 Meihua Holdings Group Co.Ltd(600873) share repurchase plan
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 note: purpose of Share Repurchase: for cancellation and reduction of registered capital. Repurchase price: no more than 12 yuan / share. Repurchase quantity or capital amount: the total repurchase capital shall not be less than 80 million yuan (inclusive), Repurchase method of no more than RMB 1 million (inclusive): the company’s shares are repurchased from the secondary market by means of centralized bidding transaction. Source of funds for Repurchase: self owned funds to repurchase shares. Period: no more than 12 months from the date of deliberation and approval by the general meeting of shareholders. Whether there is a reduction plan for relevant shareholders:
The company inquired from directors, supervisors, senior managers, controlling shareholders, actual controllers and repurchase proponents whether there is a reduction plan in the next three months and the next six months. Mr. Meng Qingshan, the controlling shareholder of the company, replied that there was no reduction plan in the next three months and six months, and others did not give a clear reply. If there is a reduction plan in the future, the company will strictly abide by the relevant provisions of the reduction and timely perform the obligation of information disclosure as required. Please pay attention to the investment risks. Relevant risk tips:
1. This plan needs to be submitted to the general meeting of shareholders for deliberation and approval. If the general meeting of shareholders fails to consider and approve this plan, there is a risk that the repurchase plan cannot be implemented;
2. The risk that the company is unable to satisfy creditors to pay off debts or provide guarantees, which makes it difficult to implement the repurchase plan;
3. After being deliberated and approved by the general meeting of shareholders, if the stock price of the company continues to exceed the upper limit of the repurchase price disclosed in the repurchase plan, there is a risk that the repurchase plan will not be implemented;
4. The risk that the repurchase plan cannot be implemented because the funds required for share repurchase are not in place;
5. Due to major changes in the company’s production and operation, financial status and external objective conditions, there may be a risk of changing or terminating the repurchase scheme according to the rules.
(I) on May 20, 2022, Mr. Meng Qingshan, the controlling shareholder of the company, submitted to the board of directors the letter on proposing to repurchase shares and increase temporary proposals. Based on his confidence in the future development of the company and his recognition of the value of the company, he proposed that the company repurchase shares for cancellation and reduction of registered capital. For details, please refer to the announcement of Meihua Holdings Group Co.Ltd(600873) on the repurchase of shares proposed by the controlling shareholder (Announcement No.: 2022034) disclosed by the company on the website of Shanghai Stock Exchange on the same day.
(II) on May 22, 2022, the company held the 31st meeting of the ninth board of directors, at which the proposal on repurchasing the company’s shares by means of centralized bidding transaction was deliberated and adopted, and the independent directors expressed their consent.
According to the relevant provisions of Article 25 of the articles of association, the share repurchase plan needs to be submitted to the general meeting of shareholders for deliberation.
The time and procedures of the above proposals and the deliberation time and procedures of the board of directors are in line with the relevant provisions of the rules on share repurchase of listed companies and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 – share repurchase.
2、 Main contents of repurchase plan
(I) purpose and purpose of the company’s share repurchase
In view of the completion of the previous repurchase plan, in response to the policy call, based on the confidence in the future development of the company and the recognition of the company’s value, and after comprehensive consideration of the company’s operation, financial status and other factors, it is proposed that the company repurchase the company’s shares with its own funds for cancellation and reduction of registered capital.
(II) method of share repurchase
Buy back the company’s shares through the stock trading system of Shanghai Stock Exchange in the form of centralized bidding transaction.
(III) types of shares to be repurchased
The type of shares repurchased this time is RMB common stock A shares issued by the company.
(IV) repurchase period
No more than 12 months from the date when the company’s shareholders’ meeting deliberates and approves the share repurchase plan.
If one of the following conditions is met, the repurchase period will expire in advance:
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 general meeting of shareholders of the company decides to terminate the repurchase plan, the repurchase period shall be from the resolution of the general meeting of shareholders to terminate the repurchase
The purchase plan expires in advance from the date of purchase.
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 of shares.
(V) number of shares to be repurchased and proportion in the total share capital of the company
The total repurchase funds shall not be less than RMB 80 million (inclusive) and not more than RMB 1 million
(inclusive), the total number of repurchased shares shall not exceed 10% of the total issued shares of the company and the price of repurchased shares
Under the condition of no more than 12 yuan / share, it is assumed that the upper limit of the total capital is 1 million yuan, and the share price is 12 yuan / share
The number of shares repurchased is expected to be about 833333 million, accounting for about 3098619928 of the company’s current total share capital
2.69% of shares. 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.
S / N repurchase purpose: the number of proposed repurchases accounts for the total amount of funds proposed to be repurchased by the company at present, and the repurchase implementation period
Proportion of share capital (10000 shares) (10000 yuan)
The registered capital decreased by about 833333 million shares by about 2.69% and no less than 80 million yuan (inclusive). It shall not be more than 12 months from the date when the shareholders’ meeting deliberated and approved the plan of share repurchase 1 no more than 1 million yuan (inclusive)
(VI) price of this repurchase
The share repurchase price is proposed to be no more than 12 yuan / share, and the specific repurchase price will be returned by the board of directors of the company
During the implementation of the purchase, it shall be determined by integrating the stock price of the company’s secondary market, the company’s financial status and operating conditions. This time
The upper limit of the repurchase price does not exceed the average trading price of the company’s shares 30 trading days before the board of directors adopts the share repurchase resolution
150% of.
If the company converts capital reserve into share capital, distributes shares or cash dividends, splits shares
For matters such as reduction of shares, allotment of shares or issuance of share certificates, the repurchase price shall be adjusted accordingly from the date of ex right and ex interest of the share price
upper limit.
(VII) total amount and source of funds for share repurchase
The total amount of funds used for repurchase this time shall not be less than 80 million yuan (inclusive) and not more than 1 million yuan
RMB (including), the source of funds is self owned funds.
(VIII) expected changes in the company’s equity structure after repurchase
After the implementation of this repurchase plan, it is assumed that the upper limit of the total amount of funds is 1 million yuan, with 12 yuan / share
It is estimated that the number of repurchased shares is 833333 million, and the proportion of repurchased shares accounts for about 20% of the company
At present, it accounts for 2.69% of the total share capital, and the details of equity changes are as follows:
Note: before the share class repurchase, it is being implemented after the change (share) repurchase is cancelled
Proportion of quantity (shares) (%) proportion of sales (shares) (%)
Restricted tradable shares 0
Non tradable shares 3098619928100 – 56154481 – 833333 Bear Electric Appliance Co.Ltd(002959) 132147100
Including: special account for repurchase 561544811.81 – 56154481 — 0
Total – 308398147 – 308359100
The actual changes of shares shall be subject to the announcement of repurchase implementation results disclosed after the repurchase is completed. If the company is returning
During the purchase period, capital reserve is converted into share capital, shares or cash dividends are distributed, shares are subdivided, shares are reduced, shares are allotted
Or issue share certificates and other matters, the number of repurchased shares will be adjusted accordingly from the date of ex right and ex dividend of the share price.
(IX) the repurchase of shares will have an impact on the company’s daily operation, finance, R & D, profitability and debt performance
Analysis on the possible impact of market power, future development and maintaining the listing status
According to the audit, as of December 31, 2021, the total assets of the company were RMB 20.921 billion, belonging to
The net assets of shareholders of listed companies are RMB 10.622 billion, and the monetary capital on account is RMB 3.396 billion; two thousand and twenty-one
The annual operating income was 22.837 billion yuan and the net cash flow from operating activities was 3.670 billion yuan. by
As of March 31, 2022 (Unaudited), the total assets of the company were RMB 22.373 billion, belonging to the listed company
The net assets of the company’s shareholders are RMB 11.842 billion and the monetary capital on the account is RMB 3.069 billion; January 2022
In the quarter, the operating income was 6.712 billion yuan and the net cash flow from operating activities was 728 million yuan. Company account
The monetary capital is sufficient. Assuming that the repurchase fund of RMB 1 billion is fully used, it will be completed in March 2022
March 31 is the benchmark date for calculation. The repurchase amount accounts for about 4.47% of the company’s total assets, accounting for about 40% of the total assets attributable to the company
The net assets of shareholders of municipal companies accounted for 8.44%, accounting for a low proportion.
According to the current operation and financial status of the company, this repurchase will not have any impact on the operation, finance and
To have a significant impact on development, and the interests of creditors will not be significantly affected. If the maximum repurchase amount is
It is estimated that the number of shares repurchased accounts for about 1 billion yuan and the upper limit of repurchase price is 12 yuan / share
(3098619928).
After the repurchase is completed, the controlling shareholder of the company is still Meng Qingshan, and the actual controller of the company is still Meng Qingshan
Qingshan, Wang Aijun and He Jun will not lead to changes in the company’s control or change the company’s position
The status and equity distribution of listed companies still meet the conditions for listing.
(x) opinions of independent directors on the compliance, necessity, rationality and feasibility of the share repurchase plan
Opinions on relevant matters
1. The share repurchase plan complies with the provisions of laws and regulations such as the rules for share repurchase of listed companies and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 7 – share repurchase, and the convening, attendance and voting procedures of the board meeting comply with the company law, the articles of association and other relevant provisions.
2. The implementation of the company’s share repurchase is conducive to enhancing investors’ confidence in the company’s future development and enhancing the recognition of the company’s value. The company’s share repurchase is necessary.
3. The total amount of funds for this repurchase shall not be less than 80 million yuan (inclusive) and not more than 1 million yuan (inclusive), and the source of funds shall be self owned funds. This repurchase will not have a significant impact on the company’s operation, finance and future development, and will not affect the company’s listing status. The company’s share repurchase plan is feasible.
4. This repurchase is implemented in the form of centralized bidding, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
In conclusion, the independent directors believe that the company’s share repurchase is legal and compliant, both necessary and feasible, and in line with the interests of the company and all shareholders.
（11） Whether the directors, supervisors, controlling shareholders, actual controllers and repurchase proponents of the listed 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
On April 19, 2022, the company disclosed the announcement of Meihua Holdings Group Co.Ltd(600873) shareholders and directors, supervisors and senior management on the plan of share reduction through centralized bidding (Announcement No.: 2022024)
