Securities code: 300346 securities abbreviation: Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) Announcement No.: 2022-004 Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
Announcement on changing the purpose of share repurchase and cancellation
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.
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) (hereinafter referred to as “the company”) held the 9th meeting of the 8th board of directors and the 10th meeting of the 8th board of supervisors on January 17, 2022, deliberated and adopted the proposal on changing the purpose and cancellation of share repurchase, and agreed to change the purpose and cancel 3924710 shares in the company’s special securities account for repurchase. The purpose of the shares is changed from the original plan “the shares repurchased will be used for employee stock ownership plan or equity incentive” to “the shares repurchased will be used for cancellation to reduce the registered capital”. After this change of purpose and cancellation, the total share capital of the company will be changed from 422181441 shares to 418256731 shares. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors or the authorized representative of the board of directors to go through the formalities related to the cancellation of the above shares, and this proposal needs to be submitted to the general meeting of shareholders for deliberation. The relevant information is hereby announced as follows:
1、 Share repurchase plan of the company
The company held the 10th meeting of the 7th board of directors and the 2nd extraordinary general meeting of shareholders in 2018 on September 20, 2018 and October 9, 2018 respectively, deliberated and adopted the proposal on share repurchase plan of the company, and agreed that the company would use its own funds to repurchase shares by centralized bidding and other ways permitted by laws and regulations. The share repurchase price is no more than (including) RMB 12.00/share, the total amount of funds for share repurchase is no more than (including) RMB 70 million and no less than (including) RMB 50 million, and the repurchase period is within 12 months from the date when the plan for share repurchase is considered and approved by the general meeting of shareholders. For details, please refer to cninfo.com.cn on September 26, 2018 Announcement on share repurchase plan of the company (Revised) (Announcement No.: 2018-063). The company has opened a special securities account for stock repurchase in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. and posted it on cninfo.com.cn on October 25, 2018 Disclosed the report on repurchase of shares of the company (Announcement No.: 2018-076).
The company held the 14th meeting of the 7th board of directors on April 10, 2019, deliberated and passed the proposal on determining the purpose of share repurchase, and determined that the shares repurchased this time are used for employee stock ownership plan or equity incentive. The specific implementation scheme shall be decided separately by the company. If the company’s repurchased shares fail to fully implement the employee stock ownership plan or equity incentive, the remaining repurchased shares will be cancelled according to law. For details, please refer to the company’s website on April 11, 2019 (www.cn. Info. Com. CN.) Announcement on determining the purpose of share repurchase (Announcement No.: 2019-033). The actual repurchase period of the company is from November 2, 2018 to May 7, 2019. As of May 7, 2019, the company has repurchased 6624710 shares by means of centralized bidding transaction through the special securities repurchase account, accounting for about 2.4225% of the total share capital of the company. The maximum transaction price is 11.42 yuan / share, the minimum transaction price is 8.77 yuan / share, and the total amount paid is 67611708.91 yuan (excluding transaction costs). So far, the implementation of the company’s share repurchase has been completed, and it was posted on cninfo.com.cn on May 7, 2019 The announcement on completion of share repurchase and share change of the company (Announcement No.: 2019-045) was disclosed.
2、 Description on the use of shares repurchased by the company
The company held the 25th meeting of the seventh board of directors, the 22nd Meeting of the seventh board of supervisors and the 2019 annual general meeting on April 27, 2020 and May 20, 2020 respectively, and deliberated and adopted the proposal on the company’s 2020 restricted stock incentive plan (Draft) > and summary and other relevant proposals. On July 3, 2020, the company held the 26th meeting of the 7th board of directors and the 23rd Meeting of the 7th board of supervisors, deliberated and adopted the proposal on granting restricted shares to incentive objects, determined July 3, 2020 as the date of granting restricted shares, and granted a total of 2.3 million restricted shares to 9 eligible incentive objects, The grant price is 11.51 yuan / share, and the source of shares is the company’s A-share common shares repurchased from the secondary market.
On July 14, 2020, the company disclosed the announcement on the completion of the grant registration of the 2020 restricted stock incentive plan (Announcement No.: 2020-072), which actually granted 2.3 million restricted shares to 9 incentive objects, and the listing date of the first granted restricted shares was July 14, 2020.
The company held the 9th meeting of the 8th board of directors and the 10th meeting of the 8th board of supervisors on January 17, 2022, deliberated and adopted the proposal on the company’s restricted stock incentive plan (Draft) and summary in 2022 and other relevant proposals. The company plans to grant 400000 restricted shares to a qualified incentive object, The source of shares is the company’s A-share common stock repurchased from the secondary market. The matter shall be implemented after being deliberated and approved by the general meeting of shareholders of the company.
After deducting 2.3 million restricted shares granted and registered in the company’s 2020 restricted stock incentive plan and 400000 restricted shares used in the company’s 2022 restricted stock incentive plan, the number of shares to be repurchased in the company’s special securities account for repurchase is 392471.
3、 Reasons and contents for changing the purpose of the remaining repurchased shares
According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and the relevant provisions of the company’s repurchase plan, if the repurchased shares are used for employee stock ownership plan or equity incentive, they shall be transferred or cancelled within three years after the disclosure of the repurchase results and share change announcement. Therefore, the shares in the company’s special securities repurchase account shall be transferred or cancelled before May 7, 2022.
The company held the 9th meeting of the 8th board of directors and the 10th meeting of the 8th board of supervisors on January 17, 2022, deliberated and approved the proposal on changing the purpose and cancellation of share repurchase, and agreed to change the purpose and cancel 3924710 shares in the company’s special securities repurchase account.
The purpose of the shares is changed from the original plan “the shares repurchased will be used for employee stock ownership plan or equity incentive” to “the shares repurchased will be used for cancellation to reduce the registered capital”.
The board of directors of the company requests the general meeting of shareholders to authorize the board of directors or authorized representative to go through the formalities related to the cancellation of the above shares, and this proposal needs to be submitted to the general meeting of shareholders for deliberation.
4、 Changes in share structure after share cancellation
After the purpose of share repurchase is changed and cancelled this time, the total share capital of the company will be changed from 422181441 shares to 418256731 shares. The details are as follows:
Before and after this change
Class of shares
Quantity (share) proportion quantity (share) quantity (share) proportion
1、 Shares with limited sales conditions 40044366 9.49% 0 40044366 9.57%
Executive lock up shares 23543770 5.58% 0 23543770 5.63%
Restricted shares after IPO 15290596 3.62% 0 15290596 3.66%
Equity incentive restricted shares 1210000 0.29% 0.29%
2、 Shares with unlimited sales conditions 382137075 90.51% – 3924710 378212365 90.43%
3、 Total share capital 42218441 100.00% – 3924710 418256731 100.00%
5、 Opinions of independent directors
The change of the purpose of share repurchase and cancellation of the company this time comply with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, and the deliberation and voting procedures of the board of directors on this matter are legal and compliant. The change and cancellation of the company’s share repurchase purpose is determined according to the actual situation of the company, which will not have a material impact on the company’s financial status and operating results, nor damage the interests of the company and all shareholders, and the change and cancellation will not have a significant impact on the company’s debt performance ability, sustainable operation ability and shareholders’ equity, It will not result in the company’s equity distribution not meeting the listing conditions, nor will it affect the company’s listing status. We unanimously agree to change the purpose of share repurchase and cancel the matter, and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
6、 Opinions of the board of supervisors
The change of the purpose of share repurchase and cancellation of the company this time comply with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – share repurchase, and the review procedures are legal and compliant, which will not have a significant impact on the company’s financial status and operating results, There is no situation that damages the interests of the company and all shareholders and will not affect the listing status of the company. We unanimously agree to change the purpose of share repurchase and cancel the matter, and agree to submit relevant proposals to the general meeting of shareholders for deliberation.
7、 Documents for future reference
1. Resolution of the Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) 9th meeting of the 8th board of directors;
2. Resolutions of the Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) 10th meeting of the 8th board of supervisors;
3. Independent opinions of Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) independent directors on matters related to the ninth meeting of the eighth board of directors of the company;
It is hereby announced.
Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
Board of directors
January 17, 2022
