Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-004 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Announcement on the proposed repurchase of shares of the company
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “the company”) recently received the letter on proposing Suzhou Hengmingda Electronic Technology Co.Ltd(002947) repurchase of the company’s shares submitted by Mr. Jing Shiping, chairman of the company, as follows:
1、 Basic information of Proposer and proposal time
The proposer, Mr. Jing Shiping, proposed to buy back the company’s shares to the company on January 15, 2022. As of the date of this announcement, Mr. Jing Shiping is the chairman of the company and directly holds 60354870 shares of the company, accounting for 34.27% of the total share capital of the company. In accordance with relevant laws and regulations and the articles of association, Mr. Jing Shiping has the right to make proposals to the board of directors of the company.
2、 Details of the proposed share repurchase
（1） Reasons and purpose of the proposed share repurchase
Based on his confidence in the company’s future business growth and aiming at strengthening the company’s operation stability, maximizing the rights and interests of investors and fully mobilizing the enthusiasm of the core team, Mr. Jing Shiping proposed that the company buy back the company’s shares through centralized bidding with its own funds for employee stock ownership plan or equity incentive.
（2） Types and methods of shares proposed to be repurchased
The type of shares proposed to be repurchased is the company’s issued RMB ordinary shares (A shares), and the repurchase method is to repurchase the company’s shares from the secondary market through centralized bidding trading of Shenzhen Stock Exchange.
（3） Price range and pricing principle of shares proposed to be repurchased
The price of the shares proposed to be repurchased shall not exceed RMB 55.08/share, and the upper limit of the price of the repurchased shares shall not be higher than 150% of the average trading price of the company’s shares 30 trading days before the board of directors adopts the repurchase resolution. The actual share repurchase price shall be determined by the board of directors after the repurchase is started according to the specific situation of the company’s shares and in combination with the company’s financial and operating conditions.
From the date when the repurchase plan is approved by the board of directors to the completion of the repurchase, if the company implements dividend distribution, share distribution, conversion of capital reserve to share capital, stock subdivision, stock reduction and other ex right and ex interest matters, the repurchase price shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen securities exchange from the date of ex right and ex interest of the stock price.
（4） The number of shares proposed to be repurchased, the proportion in the total share capital of the company and the total amount of funds to be used for repurchase
The total capital of the proposed share repurchase shall not be less than RMB 15 million (inclusive) and not more than RMB 30 million (inclusive).
As of the proposal date, based on the company’s total share capital of 176131103 shares and under the condition that the share repurchase price does not exceed 55.08 yuan / share, according to the upper limit of repurchase amount, it is estimated that the number of shares that can be repurchased is about 544662 shares, accounting for about 0.31% of the company’s total issued share capital; According to the calculation of the lower limit of the repurchase amount, the number of shares that can be repurchased is expected to be about 272331 shares, accounting for about 0.15% of the total issued share capital of the company. 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. From the date when the repurchase plan is approved by the board of directors to the completion of the repurchase, if the company implements dividend distribution, share distribution, conversion of capital reserve to share capital, stock subdivision, stock reduction and other ex rights and ex interests, the number of repurchased shares shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen securities exchange from the date of ex rights and ex interests of the stock price.
3、 The situation of the proposer’s purchase and sale of the company’s shares within six months before the proposal, as well as the proposer’s plan for increase or decrease in holdings during the repurchase period
The proposer, Mr. Jing Shiping, did not buy or sell the shares of the company within six months before the proposal, and has not put forward a clear plan for increase or decrease of shares. If the plan is to be implemented in the future, the company will timely fulfill the obligation of information disclosure in accordance with relevant regulations.
4、 Proposer’s commitment
The proposer, Mr. Jing Shiping, promised to promote the company to convene the board of directors as soon as possible to consider the share repurchase and vote in favour of the company’s share repurchase plan.
5、 Opinions of the board of directors on the share repurchase proposal and subsequent arrangements
After receiving Mr. Jing Shiping’s proposal, the company timely and carefully studied and discussed the proposal and formulated the repurchase plan. The company has held the 22nd Meeting of the second board of directors on January 20, 2022 and deliberated and adopted the proposal on the share repurchase plan of the company, For details, please refer to the relevant announcements disclosed by the company on the designated media and cninfo.com.
6、 Filing documents
（1） Letter on proposing Suzhou Hengmingda Electronic Technology Co.Ltd(002947) repurchase of shares of the company
（2） The Suzhou Hengmingda Electronic Technology Co.Ltd(002947) 22nd Meeting of the second board of directors
It is hereby announced.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) board of directors
January 20, 2022
