Securities code: 002212 securities abbreviation: Topsec Technologies Group Inc(002212) Announcement No.: 2022-006 Topsec Technologies Group Inc(002212)
Repurchase Report
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. Topsec Technologies Group Inc(002212) (hereinafter referred to as “the company”) held the fourth meeting of the sixth board of directors on December 27, 2020 and agreed to use its own funds of no less than RMB 300 million and no more than RMB 600 million to buy back the company’s shares in the form of centralized bidding transaction (hereinafter referred to as “the previous repurchase”), It is used for the company’s subsequent implementation of equity incentive plan or employee stock ownership plan. As of February 5, 2021, the previous repurchase has been completed, and the company has repurchased 29071888 shares, with a total transaction amount of RMB 599938779.59 (excluding transaction costs). As of the disclosure date of this announcement, the above repurchased shares have not been used.
2. In recent years, the company has continuously increased investment in R & D and marketing, continuously introduced excellent talents, continuously improved the competitiveness of the company’s core products and continuously expanded industrial channels. At the same time, the number of core personnel of the company has also increased rapidly. Based on medium and long-term considerations, in order to have more sufficient shares for the implementation of the equity incentive plan or employee stock ownership plan, the company held the 18th meeting of the 6th board of directors on January 16, 2022 and agreed to continue to use its own funds to repurchase the company’s A-Shares by means of centralized bidding transaction (hereinafter referred to as “this repurchase”) on the basis of the previous repurchase, It is used for the company’s subsequent implementation of equity incentive plan or employee stock ownership plan.
The total repurchase fund of the company is not less than RMB 100 million and not more than RMB 200 million (both inclusive). According to the calculation of the lower limit of the total repurchase fund of RMB 100 million and the upper limit of the repurchase price of RMB 25 / share, the number of shares to be repurchased is expected to be 4000000, accounting for 0.34% of the total issued share capital of the company; It is estimated that the number of shares to be repurchased is 8000000, accounting for 0.67% of the total issued share capital of the company. The specific number of shares repurchased and the proportion in the total share capital of the company shall be subject to the actual number of shares repurchased by the company and the proportion in the total share capital of the company at the expiration or completion of the repurchase. The implementation period of this repurchase is within 12 months from the date when the board of directors of the company deliberates and approves this repurchase plan.
3. On January 16, 2022, the 18th meeting of the 6th board of directors of the company deliberated and adopted the proposal on repurchase of the company’s shares by means of centralized bidding transaction, and the independent directors have expressed their agreed independent opinions on this repurchase. According to the articles of association and other relevant provisions, the repurchase plan is within the scope of the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
4. The company has opened a special securities repurchase account in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
5. According to the pre disclosure announcement on closing risk and passive reduction of shares held by shareholders holding more than 5% (Announcement No.: 2021-101) disclosed by the company on October 22, 2021, the number of shares that may be passively reduced by Mingtai Huijin Capital Investment Co., Ltd. (hereinafter referred to as “Mingtai capital”) holding more than 5% may not exceed 74000997 shares, Whether such passive reduction occurs or not is related to the debt performance and other response measures of Mingtai capital, the implementation of the pledgee and other factors, and there is uncertainty. As of the disclosure date of this announcement, the shares of the company held by Mingtai capital have not been passively reduced by the pledgee in any way.
According to the pre disclosure announcement on the share reduction plan of senior managers (Announcement No.: 2021-080) and the progress announcement on more than half the time of the share reduction plan of directors and senior managers (Announcement No.: 2021-115) disclosed by the company on August 12, 2021 and December 3, 2021, the directors, deputy general manager Mr. Kong Jiyang, the financial director, plans to reduce the company’s shares by means of centralized bidding transaction from September 3, 2021 to March 2, 2022 (except for the period prohibited by laws and regulations). During the implementation of the above share reduction plan, as of December 2, 2021, Mr. Kong Jiyang reduced 70000 shares of the company by means of centralized bidding transaction.
It is confirmed through communication that, in addition to the above disclosed share reduction plan, Zheng Zhongnan, the shareholder holding more than 5% shares, his concerted action, Mingtai capital, the company’s directors, supervisors and senior managers have no other share reduction plan in the next six months. If there are other share reduction plans in the future, the company will, in accordance with relevant laws, regulations Fulfill the obligation of information disclosure in time according to the requirements of normative documents.
6. Relevant risk tips
(1) If the stock price of the company continues to exceed the upper limit of the repurchase price disclosed in the repurchase plan during the repurchase period, it may lead to the risk that the repurchase plan can not be implemented or can only be partially implemented;
(2) The repurchased shares will be used for the company’s subsequent implementation of equity incentive or employee stock ownership plan. There may be a risk that the repurchased shares cannot be fully granted due to the failure of equity incentive or employee stock ownership plan to be deliberated and approved by the company’s board of directors, the general meeting of shareholders and other decision-making bodies, and the incentive objects give up their subscription. In case of the above failure to grant, There is a risk that the repurchased but not granted shares will be cancelled according to law;
(3) If major events that have a significant impact on the trading price of the company’s shares occur, or there are major changes in the company’s production and operation, financial status and external objective conditions, or other events that lead to the decision of the board of directors to terminate the repurchase, there is a risk that the repurchase plan cannot be implemented smoothly, or the repurchase plan can be changed or terminated according to the rules. During the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions, and will timely perform the obligation of information disclosure according to the progress of the repurchase. Please pay attention to the relevant investment risks.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and the opinions on supporting the repurchase of shares by listed companies (hereinafter referred to as the “opinions”) The company has prepared the repurchase report in accordance with the rules on share repurchase of listed companies, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – repurchase of shares (hereinafter referred to as the “repurchase guidelines”) and the articles of association. The specific contents are hereby announced as follows:
1、 Main contents of repurchase plan
(I) purpose of share repurchase
In recent years, the company has continuously increased investment in R & D and marketing, continuously introduced excellent talents, continuously improved the competitiveness of the company’s core products and continuously expanded industrial channels. At the same time, the number of core personnel of the company has also increased rapidly.
Based on medium and long-term considerations, in order to have more shares for the implementation of equity incentive plan or employee stock ownership plan, the company plans to continue to use its own funds to repurchase the company’s shares on the basis of the previous repurchase.
This share repurchase is intended to be used for the company’s subsequent implementation of equity incentive plan or employee stock ownership plan. If the company fails to use the repurchased shares within three years after the implementation of this repurchase and the disclosure of the repurchase results and share change announcement, the unused repurchased shares will be cancelled according to law. If the state adjusts the relevant policies, the repurchase scheme shall be implemented according to the adjusted policies.
(II) the repurchased shares meet the relevant conditions
The company’s share repurchase meets the relevant conditions specified in Article 10 of the repurchase guidelines:
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 the share repurchase, the company has the ability to perform its debts and the ability to continue its operation;
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 and price range of shares to be repurchased
1. The way of Share Repurchase: centralized bidding transaction through the stock trading system of Shenzhen Stock Exchange.
2. The price of the shares repurchased this time shall not exceed RMB 25 / share (inclusive); The upper limit of the share repurchase price shall not be higher than 150% of the average trading price of the company’s shares 30 trading days before the board of directors adopted the share repurchase resolution. The actual repurchase price shall be determined by the company’s management authorized by the board of directors in combination with the company’s stock price, financial status and operating conditions during the implementation of repurchase.
In case of ex right and ex interest matters such as distribution of dividends, bonus shares and conversion of provident fund into share capital during the period of share repurchase, the upper limit of share repurchase price shall be adjusted accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange from the date of ex right and ex interest of the company’s share price.
(IV) type, purpose, quantity of shares to be repurchased, proportion in the total share capital of the company and the total amount of funds to be repurchased
1. Types of repurchased shares: RMB ordinary shares (A shares) issued by the company;
2. Purpose of Share Repurchase: for equity incentive plan or employee stock ownership plan;
3. Total amount of funds for Share Repurchase: the total amount of funds for this repurchase of the company is not less than RMB 100 million and not more than RMB 200 million (both inclusive). The specific total amount of funds for repurchase shall be subject to the total amount of funds actually used;
4. Number of repurchased shares and proportion of total share capital of the company:
According to the calculation of the lower limit of the total repurchase fund of RMB 100 million and the upper limit of the repurchase price of RMB 25 / share, the number of shares to be repurchased is expected to be 4000000, accounting for 0.34% of the total issued share capital of the company; It is estimated that the number of shares to be repurchased is 8000000, accounting for 0.67% of the total issued share capital of the company. The specific number of shares repurchased and the proportion in the total share capital of the company shall be subject to the actual number of shares repurchased by the company and the proportion in the total share capital of the company at the expiration or completion of the repurchase.
(V) source of funds for share repurchase
The capital source of this share repurchase is the company’s own funds.
1. The implementation period of this share repurchase is within 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan.
2. If the following conditions are met, the repurchase period will expire in advance
(1) Within the repurchase period, if the amount of repurchase funds reaches the maximum, the implementation of the repurchase plan is completed, that is, the repurchase period expires in advance from that date;
(2) If the board of directors of the company decides to terminate the repurchase plan, the repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
During the repurchase period, the company chooses the opportunity to make the repurchase decision and implement it according to the market conditions.
3. The company shall not repurchase its 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 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 and Shenzhen Stock Exchange.
(VII) expected changes in the company’s share capital structure after repurchase
1. According to the calculation of the lower limit of the total repurchase fund of RMB 100 million and the upper limit of the repurchase price of RMB 25 / share, the number of shares to be repurchased is expected to be 4000000, accounting for 0.34% of the total issued share capital of the company. Assuming that all the repurchased shares are used in the equity incentive plan or employee stock ownership plan and are locked up, the changes in the company’s share capital structure after the repurchase are as follows:
Nature of shares before and after this change
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
Shares with limited sales conditions 31223990 2.63 35223990 2.97
Shares without sale conditions 1154589157 97.37 1150589157 97.03
Total shares 1185813147 100.00
2. It is estimated that the number of shares to be repurchased is 8000000, accounting for 0.67% of the total issued share capital of the company. Assuming that all the repurchased shares are used in the equity incentive plan or employee stock ownership plan and are locked up, the changes in the company’s share capital structure after the repurchase are as follows:
Nature of shares before and after this change
Proportion of quantity (shares) (%) proportion of quantity (shares) (%)
Shares with limited sales conditions 31223990 2.63 39223990 3.31
Shares without sale conditions 1154589157 97.37 1146589157 96.69
Total shares 1185813147 100.00
Note: other factors are not considered in the above changes. 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.
(VIII) the management’s opinions on the impact of this share repurchase on the company’s operation, finance, R & D, debt performance ability and future development
