Securities code: 688185 securities abbreviation: Cansino Biologics Inc(688185) Announcement No.: 2022-005 Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company
Announcement on the plan of repurchasing A shares of the company by means of centralized bidding transaction
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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company (hereinafter referred to as ” Cansino Biologics Inc(688185) ” or “the company”) plans to use its own funds to repurchase part of the company’s issued RMB common shares (A shares) (hereinafter referred to as “repurchase shares”) through centralized bidding transaction, as follows:
1. Purpose of the shares to be repurchased: the shares repurchased this time will be used for the company’s employee stock ownership plan or equity incentive.
2. Repurchase scale: the total amount of funds for this share repurchase shall not be less than RMB 150 million (inclusive) and not more than RMB 300 million (inclusive). If the upper limit of the repurchase price is 446.78 yuan / share, the number of shares repurchased by the company is about 335736 to 671471, accounting for about 0.14% to 0.27% of the total share capital of the company.
3. Repurchase price: the share repurchase price shall not exceed RMB 446.78/share (inclusive), and the upper limit of the 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 passed the repurchase resolution. 4. Repurchase period: no more than 12 months from the date when the board of directors deliberates and approves the share repurchase plan. 5. Source of repurchase funds: the source of funds for this repurchase is the company’s own funds.
Does the relevant shareholder have a reduction plan
The company was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on August 14, 2021 Disclosed the announcement on share reduction plan of shareholders holding more than 5% (Announcement No.: 2021-026). Due to their own financial needs and arrangements, Shanghai Li’an venture capital center (limited partnership) (hereinafter referred to as “Shanghai Li’an”) and Suzhou Li Tai venture capital center (limited partnership) (hereinafter referred to as “Suzhou Li Tai”) plan to reduce their A-share shares of the company, See relevant announcements for details. As of the disclosure date of this announcement, the reduction plan of the above shareholders has not been completed. In addition to the above, the company’s directors, supervisors, senior managers, controlling shareholders, actual controllers, repurchase proponents and other A-share shareholders holding more than 5% have no plans to reduce the company’s A-share shares in the next three months and six months. If relevant personnel plan to implement the plan of reducing the company’s A-share in the future, the company will timely perform the obligation of information disclosure in accordance with relevant regulations.
Relevant risk tips
1. There is a risk that the company’s stock price continues to exceed the price range disclosed in the repurchase plan during the repurchase period, resulting in the failure to implement the repurchase plan smoothly;
2. The risk that the funds required for this share repurchase are not in place, resulting in the failure to implement the repurchase plan;
3. In case of major events that have a significant impact on the company’s stock trading price, or major changes in the company’s production and operation, financial conditions and external objective conditions, or other events that lead to the decision of the board of directors to terminate the repurchase plan, there is a risk that the repurchase plan cannot be implemented smoothly or the repurchase plan can be changed or terminated according to relevant regulations;
4. The company’s shares repurchased this time will be fully used for employee stock ownership plan or equity incentive at an appropriate time in the future. If the company fails to implement the above purpose within the time limit specified by laws and regulations, there is a risk of starting the cancellation procedure of non transferred shares;
5. If the regulatory authorities issue new normative documents related to repurchase, resulting in the risk that the corresponding terms of repurchase need to be adjusted according to the new regulatory regulations during the implementation of this repurchase.
During the repurchase period, the company will choose the opportunity to make the repurchase decision and implement it according to the market conditions, and timely perform the obligation of information disclosure according to the progress of the repurchase of shares. Please pay attention to the investment risks. 1、 Review and implementation procedures of repurchase scheme
(I) on January 23, 2022, the company held the seventh interim meeting of the second board of directors, deliberated and adopted the proposal on repurchase of A-Shares of the company by centralized bidding transaction. All directors of the company attended the meeting and adopted the proposal with 12 affirmative votes, 0 negative votes and 0 abstention. The independent directors expressed their independent opinions on this matter.
(II) in accordance with relevant laws and regulations and the articles of association of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company (hereinafter referred to as the “articles of association”), the share repurchase plan does not need to be submitted to the general meeting of shareholders for deliberation.
(III) on January 21, 2022, Dr. Xuefeng Yu (Yu Xuefeng), chairman of the board of directors, one of the actual controllers and shareholder holding 7.22% of the company’s shares, proposed to the board of directors of the company to repurchase part of the issued RMB common shares (A shares) of the company by means of centralized bidding transaction. The specific contents of the proposal are detailed in the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 24, 2022 Announcement on the proposal of the chairman and one of the actual controllers of the company to repurchase A-Shares (Announcement No.: 2022-003).
On January 23, 2022, the company held the seventh extraordinary meeting of the second board of directors to consider and approve the above share repurchase proposal.
The above proposed time and procedures and the deliberation time and procedures of the board of directors are in line with the guidelines for self discipline supervision of listed companies No. 7 – share repurchase and other relevant provisions.
2、 Main contents of repurchase plan
(I) purpose of share repurchase
Based on the confidence in the company’s future development prospects and high recognition of the company’s value, in order to safeguard the interests of the majority of investors, enhance investor confidence, improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of the company’s managers and core backbone, improve the team cohesion and competitiveness, and effectively promote the long-term development of the company, The company plans to buy back A-Shares of the company through centralized bidding transaction, and all the bought back shares will be used for employee stock ownership plan or equity incentive at an appropriate time in the future.
(II) types of repurchased shares
The type of shares repurchased this time is RMB common shares (A shares) issued by the company.
(III) method of share repurchase
Centralized bidding transaction method.
(IV) repurchase period
No more than 12 months from the date when the board of directors deliberated and approved the share repurchase plan. 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 planning major events, the repurchase plan will be postponed and disclosed in time after the resumption of the trading of the shares.
If the following conditions are met, the repurchase period will expire in advance:
1. If the number of shares to be repurchased or the use amount of funds to be repurchased reaches the upper limit within the repurchase period, the implementation of the repurchase plan will be completed and 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.
The company shall not repurchase shares during the following periods:
(1) If the announcement date is delayed due to special reasons within 10 trading days before the company’s annual report, semi annual report and quarterly report, it shall be calculated from 10 trading days before the original scheduled announcement date to the day before the announcement;
(2) Within 10 trading days before the announcement of the company’s performance forecast or performance express;
(3) From the date of occurrence of major events that may have a great 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 the Shanghai Stock Exchange.
(V) purpose, quantity, proportion in the total share capital of the company and total capital of the shares to be repurchased
The shares after this repurchase will be used for the company’s employee stock ownership plan or equity incentive. The total capital of this share repurchase shall not be less than RMB 150 million (inclusive) and not more than RMB 300 million (inclusive). If the upper limit of the repurchase price is 446.78 yuan / share, the number of shares repurchased by the company is about 335736 to 671471, accounting for about 0.14% to 0.27% of the total share capital of the company. The specific number of share repurchases shall be subject to the actual number of shares repurchased when the repurchase is completed or the repurchase period expires. If the company implements ex rights and ex interests matters such as conversion of capital reserve into share capital, distribution of stock dividends, allotment of shares, stock subdivision or reduction of shares during the repurchase period, the company will adjust the number of shares to be repurchased accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange.
Purpose of repurchase the total amount of funds to be repurchased is measured as the implementation period of the company’s total share capital repurchase according to the upper limit of repurchase price
(10000 yuan) proportion of repurchase quantity (shares) (%)
It is used by the company’s members for deliberation and approval from the board of directors
The employee stock ownership plan 15000-30000 335736-671471 0.14-0.27 passed the share repurchase
Or no more than from the date of the equity incentive plan
After 12 months
(VI) price of share repurchase
The share repurchase price is no more than 446.78 yuan / share (inclusive), which is no more 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 specific repurchase price shall be determined by the board of directors of the company in combination with the stock price, financial status and operating conditions of the company during the implementation of the repurchase. If the company implements ex rights and ex interests matters such as conversion of capital reserve into share capital, distribution of stock dividends, allotment of shares, stock subdivision or reduction of shares during the repurchase period, the company will adjust the price of the repurchased shares accordingly in accordance with the relevant provisions of China Securities Regulatory Commission and Shanghai stock exchange.
(VII) total amount and source of funds for repurchase
The total capital of this share repurchase shall not be less than RMB 150 million (inclusive) and not more than RMB 300 million (inclusive). The source of funds for this repurchase is the company’s own funds.
(VIII) expected changes in the company’s equity structure after repurchase
The total capital of this share repurchase shall not be less than RMB 150 million (inclusive) and not more than RMB 300 million (inclusive). If it is calculated according to the upper limit of the repurchase price of 446.78 yuan / share, assuming that all the repurchase shares are used for employee stock ownership plan or equity incentive and locked up, the changes in the company’s equity structure are expected to be as follows:
Before this repurchase, it is repurchased according to the lower limit of the repurchase amount, after that, it is repurchased according to the upper limit of the repurchase amount
Share category share quantity in total share capital in total share capital (share) proportion share quantity (share) proportion (%) share quantity (share) proportion (%) (%)
Limited sales note 47962292 19.38 48298028 19.52% 48633763 19.65% circulating shares
Unlimited sales terms 199487607 80.62 199151871 80.48% 198816136 80.35% circulating shares
Total share capital 247449899 100.00 247449899 100.00% 247449899 100.00%
Note: the tradable shares with unlimited sales conditions in the above table include the company’s H shares.
(IX) analysis of the possible impact of this share repurchase on the company’s daily operation, finance, R & D, profitability, debt performance, future development and maintaining its listing status
As of September 30, 2021, the total assets of the company were 10885.2182 million yuan, the owner’s equity attributable to the shareholders of the listed company was 742015.83 million yuan, and the monetary capital was 5139.0962 million yuan (the above data were Unaudited). Assuming that the upper limit of RMB 300 million of repurchase funds has been used up, the proportion of repurchase funds in the company’s total assets, net assets attributable to shareholders of listed companies and monetary funds on September 30, 2021 is 2.76%, 4.04% and 5.84% respectively. The shares repurchased this time will be used for employee stock ownership plan or equity incentive, improve the company’s long-term incentive mechanism, fully mobilize the enthusiasm of core employees, enhance investors’ confidence in the company, and safeguard the company’s value and shareholders’ rights and interests. According to the above calculation, combined with the company’s profitability and development prospects, this repurchase will not have a significant impact on the company’s daily operation, finance, R & D, debt performance ability and future development. After the share repurchase, the equity distribution of the company still meets the listing conditions, does not affect the listing status of the company, and will not lead to changes in the control of the company.
(x) opinions of independent directors on compliance, necessity, rationality and feasibility of the share repurchase scheme
1. This share repurchase of the company complies with the company law of the people’s Republic of China and other laws and regulations, normative documents and the relevant provisions of the articles of association. The voting procedures of the board meeting to consider this matter comply with the relevant laws, regulations and the relevant provisions of the articles of association.
2. The shares repurchased this time are intended to be used for employee stock ownership plan or equity incentive, which is conducive to further improving the company’s long-term incentive mechanism, fully mobilizing the work enthusiasm of the company’s managers and core team, and promoting the healthy and long-term development of the company.
3. The capital of the company’s share repurchase this time comes from the company’s own funds, which will not have a significant impact on the company’s operation, finance and future development. After the repurchase, the company’s equity distribution meets the conditions of a listed company and will not affect the company’s listing status.
4. This repurchase is centralized
