Securities code: 002812 stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022-015 bond Code: 128095 bond abbreviation: Enjie convertible bonds
Yunnan Energy New Material Co.Ltd(002812)
Announcement on termination of repurchase of shares of the company
The company and all directors guarantee that the contents of this announcement are true, accurate and complete without false records, misleading statements or major omissions.
Yunnan Energy New Material Co.Ltd(002812) (hereinafter referred to as “the company”), at the 41st meeting of the Fourth Board of directors held on January 24, 2022, deliberated and adopted the proposal on terminating the repurchase of shares of the company. In view of the fact that the amount of shares repurchased by the company has reached the lower limit of the repurchase amount of the original plan, the performance of the secondary market of the company’s shares is good, and the share price continues to be higher than the upper limit of the repurchase price, At the same time, due to the company’s plan to implement the equity incentive plan, the board of directors decided to terminate the repurchase plan after careful consideration.
1、 Basic information of the company’s share repurchase
On March 17, 2021, the company held the 24th Meeting of the 4th board of directors, deliberated and approved the proposal on repurchase of shares of the company, and agreed that the company would use its own funds to repurchase the company’s social public shares through the trading system of Shenzhen stock exchange through centralized bidding trading, The total amount of funds repurchased shall not be less than 200 million yuan (inclusive) and not more than 400 million yuan (inclusive), and the repurchase price shall not exceed 180.00 yuan / share (inclusive). The repurchased shares will be used to implement equity incentive or employee stock ownership plan. The implementation period of this repurchased shares is within 12 months from the date when the board of directors deliberates and approves the share repurchase plan of the company. For details, please refer to securities times, Securities Daily, Shanghai Securities News, China Securities News and cninfo (www.cn. Info. Com. CN.) on March 18, 2021 and March 19, 2021 Announcement on share repurchase scheme through centralized bidding (Announcement No.: 2021-046) and repurchase report (Announcement No.: 2021-051) published.
As of the disclosure date of this announcement, the cumulative number of shares repurchased by the company through the special securities repurchase account through centralized bidding transaction is 1585437 shares, accounting for 0.18% of the total share capital of the company. The maximum transaction price is 131.823 yuan / share, the minimum transaction price is 124.800 yuan / share, and the transaction amount is 204444302.78 yuan (excluding handling fees), It accounts for 102.22% of the lower limit of 200 million yuan of the total amount of the share repurchase scheme and 51.11% of the upper limit of 40 million yuan of the total amount of the share repurchase scheme. This repurchase complies with the requirements of relevant laws and regulations and the company’s share repurchase plan.
Securities code: 002812 stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022-015 bond Code: 128095 bond abbreviation: Enjie convertible bonds
2、 Reasons and decision-making procedures for terminating share repurchase
After the company’s board of directors deliberated and approved the share repurchase plan, the company reasonably implemented the repurchase according to the market conditions. As of the disclosure date of the company, the Company repurchased shares through centralized bidding trading through the special securities account for repurchase, with a total transaction amount of RMB 204444302.78 (excluding handling fees), accounting for 102.22% of the lower limit of RMB 200 million and 51.11% of the upper limit of RMB 40 million, The total repurchase amount has exceeded the lower limit of the total amount of the share repurchase scheme; At the same time, in view of the company’s recent plan to implement equity incentive plan, the company decided to terminate the share repurchase plan after careful consideration.
On January 24, 2022, the 41st meeting of the Fourth Board of directors held by the company considered and adopted the proposal on terminating the repurchase of shares of the company, and the independent directors expressed their consent on this matter. The termination of share repurchase is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
3、 Impact of termination of share repurchase plan on the company
The actual implementation period of the company’s share repurchase is within 12 months from the date when the share repurchase plan is considered and approved at the 24th Meeting of the Fourth Board of directors of the company, which meets the requirements of relevant laws, regulations and share repurchase plan; The total transaction amount of shares actually repurchased by the company is 204444302.78 yuan (excluding transaction costs), which has exceeded the lower limit of 200 million yuan and the upper limit of 40 million yuan, meeting the requirements of relevant laws, regulations and share repurchase schemes.
The implementation of the company’s actual share repurchase and the termination of this share repurchase comply with the provisions of relevant laws and regulations, the Yunnan Energy New Material Co.Ltd(002812) articles of association and the share repurchase plan. There is no situation that damages the interests of the company, especially the interests of minority shareholders, and will not have an adverse impact on the company’s production, operation, R & D and financial status.
4、 Follow up arrangements for repurchase
1. The Company repurchased 1585437 shares this time, all of which were deposited in the company’s special securities account for repurchase. Before the transfer / cancellation of the repurchased shares, the above repurchased shares do not enjoy the voting rights of the company’s general meeting of shareholders, profit distribution, conversion of provident fund into share capital, allotment of shares, pledge and other rights.
2. The repurchased shares are intended to be used for equity incentive or employee stock ownership plan. If the repurchased shares fail to implement the above purpose, the part that fails to be implemented will be cancelled according to law within the time limit required by relevant laws, regulations and other normative documents, and the registered capital of the company will be reduced accordingly.
Securities code: 002812 stock abbreviation: Yunnan Energy New Material Co.Ltd(002812) Announcement No.: 2022-015 bond Code: 128095 bond abbreviation: Enjie convertible bonds
5、 Opinions of independent directors
The termination of the repurchase of the company is based on the good performance of the secondary market of the company’s shares, and the share price continues to be higher than the upper limit of the repurchase price, which has been unable to meet the repurchase conditions. At the same time, due to the company’s plan to implement the equity incentive plan, the company decided to terminate the repurchase of the company’s shares after careful consideration. The actual number of shares repurchased by the company has exceeded the lower limit of the repurchase plan, which is in line with the company law of the people’s Republic of China, the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 9 – repurchase of shares and other relevant laws, regulations, normative documents and the articles of association. The share repurchase termination plan is in line with the actual situation of the company, the deliberation and voting procedures of the board of directors are legal and compliant, and will not have an adverse impact on the operation, financial status and of the company; It will not adversely affect the interests of the company’s shareholders, especially the minority shareholders. In conclusion, we agree that the company will terminate the share repurchase plan.
It is hereby announced.
Yunnan Energy New Material Co.Ltd(002812) board of directors January 24, 2002
