Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-005 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Announcement on share repurchase plan 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. Important content tips: 1. Repurchase quantity and type: the total repurchase fund shall not be less than 15 million yuan (including this amount) and not more than 30 million yuan (including this amount). According to the calculation of the upper limit of repurchase amount and the upper limit of repurchase price of 55.08 yuan / share, it is estimated that the number of shares that can be repurchased is about 544662 shares, accounting for about 0.31% of the total issued share capital of the company; According to the calculation of the lower limit of repurchase amount and the upper limit of repurchase price of 55.08 yuan / share, 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.
2. Source of share repurchase funds: self owned funds 3. Purpose of Share Repurchase: for employee stock ownership plan or equity incentive 4. Share repurchase price: no more than 55.08 yuan / share (inclusive) 5. Share repurchase method: centralized bidding transaction 6. Term of Share Repurchase: no more than 12 months from the date when the board of directors deliberates and approves the repurchase plan 7. Whether there is a reduction plan for relevant personnel: the company has disclosed plans for increasing or decreasing the shares of some actual controllers, directors, supervisors and senior managers in the next six months, In case of subsequent receipt of other relevant increase or decrease plans, the company will timely perform the obligation of information disclosure.
8. Risk warning: This repurchase plan may face the risk that the company's stock price continues to exceed the price range disclosed in the repurchase plan, resulting in the failure to implement the repurchase plan; The risk that the funds required for share repurchase are not in place, resulting in the failure to implement the repurchase plan; Due to the implementation of employee stock ownership plan or equity incentive in the later stage, there may be a risk that the repurchased shares cannot be fully granted due to the failure of the scheme to be deliberated and approved by the decision-making bodies such as the board of directors and the general meeting of shareholders, and the incentive objects give up the subscription; Due to major changes in the company's production and operation, financial status and external objective conditions, the risk of changing or terminating the repurchase scheme in accordance with the rules.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as "the company") held the 22nd Meeting of the second board of directors on January 20, 2022 in accordance with relevant laws, regulations and normative documents, deliberated and adopted the proposal on share repurchase scheme of the company, and now the specific contents are announced as follows:
1、 Main contents of repurchase plan
(I) purpose of share repurchase
Based on the confidence in the company's future business growth, with the goal of strengthening the company's operation stability, maximizing the rights and interests of investors and fully mobilizing the enthusiasm of the core team, the company plans to repurchase the company's shares through centralized bidding with its own funds for employee stock ownership plan or equity incentive. The company will complete the transfer within 3 years after issuing the announcement of repurchase implementation results, If the above purpose is not implemented within the legal period, it will be handled in accordance with relevant laws and regulations.
(II) the repurchased shares meet the relevant conditions
The shares to be repurchased this time meet the following conditions stipulated by Shenzhen Stock Exchange:
1. The company has been listed on Shenzhen stock exchange for one year;
2. The company has no major illegal acts in the last year;
3. After repurchasing shares, the company has the ability to perform its debts and continue to operate;
4. After the share repurchase, the equity distribution of the company meets the listing conditions;
5. Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
(III) types and methods of share repurchases
The type of shares to be repurchased this time is the issued RMB common shares (A shares) of the company, and the repurchase method is to repurchase the company's shares from the secondary market through centralized bidding trading of Shenzhen Stock Exchange.
(IV) price range and pricing principle of repurchased shares
The price of the shares to be repurchased this time 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 passed 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.
(V) the number of shares 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 shares to be repurchased this time shall not be less than RMB 15 million (inclusive) and not more than RMB 30 million (inclusive). As of the announcement date, based on the company's total share capital of 176131103 shares, under the condition that the share repurchase price does not exceed 55.08 yuan / share, according to the upper limit of the 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.
(VI) source of funds for share repurchase
The source of funds to be used for this repurchase is self owned funds.
(VII) implementation period of share repurchase
The implementation period of the shares to be repurchased is no more than 12 months from the date when the board of directors deliberates and approves the share repurchase plan. During the implementation period of the repurchase plan, if the trading of the company's shares is suspended for more than 10 consecutive trading days due to planning major events, the company will postpone the implementation of the repurchase plan and disclose it in time after the resumption of trading of shares.
1. If the following conditions are met, the repurchase period will expire in advance and the implementation of the repurchase plan will be completed: (1) if the use amount of repurchase funds reaches the maximum within this period, the implementation of the repurchase plan will be completed, that is, the repurchase period will expire 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.
2. According to the authorization of the board of directors, the company will make a repurchase decision and implement it according to the market conditions within the repurchase period. The company shall not repurchase the company's shares during 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 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 trading price of the company's shares or during the decision-making process to the date of disclosure according to law; (4) Other circumstances prescribed by the CSRC.
(VIII) expected changes in the company's equity after repurchase
If the repurchase plan is fully implemented according to the upper limit of repurchase price of 55.08 yuan / share, calculated according to the lower limit of 272331 shares and the upper limit of 544662 shares, it will be used to implement the employee stock ownership plan or equity incentive and lock it in. The changes in the company's capital structure are expected to be as follows:
Before this change, after this change, after this change
According to the lower limit of expected repurchase quantity and the upper limit of expected repurchase quantity
Quantity (share) proportion quantity (share) proportion quantity (share) proportion
Shares with limited sales conditions 112342340 63.78% 112614671 63.94% 112887002 64.09%
Tradable shares without restrictions 63788763 36.22% 63516432 36.06% 63244101 35.91%
Total share capital 176131103 100.00% 176131103 100.00% 176131103 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.
(IX) the management's analysis on the impact of this share repurchase on the company's operation, profitability, finance, R & D, debt performance ability, future development and maintaining its listing status, and the commitment of all directors of the board of directors that this share repurchase will not damage the company's debt performance ability and sustainable operation ability
As of September 30, 2021, the unaudited financial data of the company are as follows: the total assets of the company are RMB 2.086 billion, the net assets attributable to the shareholders of the listed company are RMB 1.657 billion and the current assets are RMB 1.73 billion. Assuming that the upper limit of the total repurchase funds of RMB 30 million (inclusive) is fully used, the repurchase funds account for about 1.44% of the company's total assets, 1.81% of the net assets attributable to listed shareholders and 1.73% of current assets.
According to the company's operation, finance and future development, the company believes that the upper limit of share repurchase amount of RMB 30 million will not have a significant impact on the company's operation, finance, R & D, debt performance ability and future development. After the implementation of this repurchase, the company's control will not change, nor will it change the company's status as a listed company. The equity distribution still meets the listing conditions. All directors of the company promise that this share repurchase will not damage the company's debt performance ability and sustainable operation ability.
(x) opinions of independent directors on matters related to the compliance, necessity, rationality and feasibility of the repurchase plan. The independent directors of the company express their independent opinions as follows:
1. The company's share repurchase complies with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the detailed rules for the implementation of share repurchase by listed companies of Shenzhen Stock Exchange and other laws, regulations and normative documents, as well as the relevant provisions of the articles of association. The voting procedures for considering this matter are legal Compliance.
2. The company's share repurchase is used to implement the employee stock ownership plan or equity incentive, which is conducive to further improving the company's long-term incentive mechanism, encouraging the company's core employees to create greater value for the company, improving the cohesion of the company's employees, and promoting the company's stable, healthy and sustainable development. This repurchase is necessary.
3. The company plans to use its own funds for repurchase in the form of centralized bidding transaction, and the total repurchase funds shall not be less than RMB
15 million yuan (including this amount) and no more than 30 million yuan (including this amount). According to the company's current operation, finance and future development plan, this share repurchase will not have a significant impact on the company's business activities, financial status and future major development, and will not affect the company's listing status; There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
In conclusion, the independent directors of the company believe that the share repurchase plan of the company is compliant, necessary, reasonable and feasible, and agree to the share repurchase plan of the company.
（11） The situation of the directors, supervisors, senior managers, controlling shareholders and actual controllers of the listed company buying and selling the shares of the company within six months before the board of directors makes the share repurchase resolution, whether there is any explanation of insider trading and market manipulation alone or jointly with others, and the plan for increasing or decreasing the shares during the repurchase period; Reduction plan of shareholders holding more than 5% in the next six months
Upon verification by the company, the directors, supervisors, senior managers, controlling shareholders and actual controllers of the company did not buy or sell the company's shares within six months before the board of directors made the share repurchase resolution, nor did they conduct insider trading and market manipulation alone or jointly with others. As of the disclosure date of this announcement, the company has disclosed the reduction plan of the following directors, supervisors, senior managers and actual controllers in the next six months on January 20, 2022 (Announcement No.: 2022-007):
The number of shares to be reduced shall not exceed the number of shares to be reduced
When the name (share) exceeds the total shares of the company, the reduction method of the company's shares held by me
Proportion of the total number of copies
Jing Jingping 1467546 0.83% 20.00%
Jingjiang 421916 0.24% 20.00%
Qi Jun 44923 0.03% 25.0
