Securities code: 300676 securities abbreviation: Bgi Genomics Co.Ltd(300676) Announcement No.: 2022-012 Bgi Genomics Co.Ltd(300676)
Announcement on adjusting the share repurchase plan of the company in 2021 by means of centralized bidding
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. Bgi Genomics Co.Ltd(300676) (hereinafter referred to as the company or listed company) held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors on January 25, 2022 according to the actual situation of the market and the company, in combination with the confidence of the company’s future development prospects and the incentive needs of the company’s employees, The proposal on adjusting the scheme of repurchasing the company’s shares by centralized bidding in 2021 was deliberated and adopted respectively, and it was agreed to adjust the scheme of repurchasing the company’s shares by centralized bidding in 2021, which was deliberated and adopted at the third meeting of the third board of directors of the company. The total amount of repurchase funds is adjusted from not less than 130 million yuan (inclusive) and not more than 260 million yuan (inclusive) to not less than 260 million yuan (inclusive) and not more than 520 million yuan (inclusive); The upper limit of share repurchase price remains unchanged, which is no more than 130 yuan / share. The number of shares repurchased shall be adjusted accordingly according to the upper limit of share repurchase price.
2. In addition to increasing the total amount of repurchase funds and adjusting the number of repurchased shares accordingly according to the upper limit of repurchase price, other contents of the company’s share repurchase plan in 2021 have not changed substantially.
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), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – repurchase of shares (hereinafter referred to as the guidelines for repurchase of shares) and other relevant laws and regulations According to the provisions of the normative documents and the articles of Association (hereinafter referred to as the articles of association), the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors on January 25, 2022, deliberated and adopted the proposal on adjusting the share repurchase scheme of the company in 2021 by means of centralized bidding, and agreed to increase the total repurchase funds of the company, At the same time, the number of shares to be repurchased shall be adjusted accordingly according to the upper limit of the repurchase price, and the relevant statements of the share repurchase scheme shall be adjusted according to the guidelines for share repurchase. The adjustment of this repurchase plan does not need to be submitted to the general meeting of shareholders of the company for deliberation. The specific circumstances are announced as follows:
1、 Overview of share repurchase before this adjustment
On October 27, 2021, the company held the third meeting of the third board of directors and the third meeting of the third board of supervisors, deliberated and adopted the proposal on repurchase of shares of the company by centralized bidding, and agreed that the company would use its own funds to repurchase some social public shares by centralized bidding, all of which would be used to implement the employee stock ownership plan or equity incentive. The total capital of this repurchase shall not be less than 130 million yuan (inclusive) and not more than 260 million yuan (inclusive), and the price of the repurchased shares shall not exceed 130 yuan / share. The implementation period of this repurchase of shares shall be within 12 months from the date when the board of directors of the company deliberates and approves the share repurchase plan, The specific number of shares to be repurchased shall be subject to the actual number of shares to be repurchased when the repurchase period expires or the repurchase is completed. For details of the repurchase plan, the company published it on cninfo.com on October 29, 2021 and November 1, 2021 respectively（ http://www.cn.info.com.cn. ）Announcement on the plan of repurchasing shares of the company through centralized bidding (Announcement No.: 2021-122), repurchase report on repurchasing shares of the company through centralized bidding (Announcement No.: 2021-126) and other relevant announcements. On November 3, 2021, December 2, 2021 and January 6, 2022, the company disclosed the progress announcement on repurchasing shares of the company (Announcement No.: 2021-127), the progress announcement on repurchasing shares of the company (Announcement No.: 2021-130) and Announcement on progress of share repurchase and initial share repurchase of the company (Announcement No.: 2022-001).
As of January 25, 2022, the company has repurchased 494100 shares through centralized bidding trading through the special securities repurchase account, accounting for 0.1194% of the current total share capital of the company. The maximum transaction price is 90 yuan / share, the minimum transaction price is 87.5 yuan / share, and the total transaction amount is 43584334.20 yuan (excluding transaction costs). This repurchase complies with the company’s established repurchase plan and the requirements of relevant laws and regulations. 2、 Explanation on the adjustment of share repurchase plan this time
According to the actual situation of the market and the company, combined with the confidence of the company’s future development prospects and the incentive needs of the company’s employees, the board of directors of the company decided to adjust the share repurchase plan of the company deliberated and approved at the third meeting of the third board of directors, which mainly includes increasing the total amount of repurchase funds, Adjust the number of shares to be repurchased according to the upper limit of the repurchase price and the relevant statements of the share repurchase scheme according to the guidelines for share repurchase. The specific adjustments are as follows:
Adjustment items: contents before and after this adjustment
The repurchased shares comply with the conditions stipulated in Article 10 of the guidelines for the implementation of self discipline supervision of listed companies of Shenzhen Stock Exchange on the repurchase of shares by listed companies of Shenzhen Stock Exchange: No. – repurchased shares
1. The company’s shares have been listed for one year; Pieces:
2. After this share repurchase, the company has debt. 1. The company’s shares have been listed for one year;
Ability to perform and continue as a going concern; 2. The company has no major illegal acts in the last year; 3. After this share repurchase, the equity of the company is divided into three parts. After this share repurchase, the company still meets the listing conditions when it meets the debt profile; Ability to perform and continue as a going concern;
4. Other conditions stipulated by the CSRC. 4. After this share repurchase, the equity distribution of the company still meets the listing conditions; If the company intends to terminate the listing and trading of its shares by repurchasing shares, it shall comply with relevant regulations and obtain the consent of Shenzhen Stock Exchange;
5. Other conditions stipulated by the CSRC and Shenzhen Stock Exchange.
The total amount of funds to be repurchased this time shall not be less than that of the people. The total amount of funds to be repurchased this time shall not be less than 130 million yuan (inclusive) and not more than 260 million yuan (inclusive) and not more than that of the people. The specific repurchased funds are 520 million yuan (inclusive), The specific total amount of repurchase funds shall be subject to the expiration of the repurchase period or the total amount of repurchase implementation funds, and the total amount of funds actually used for repurchase at the expiration of the repurchase period or the completion of repurchase implementation shall be the total amount of funds actually used for repurchase at the completion. accurate
Under the condition that the upper limit of this repurchase price is 130 yuan / share (inclusive), under the condition that the upper limit of this repurchase price is 130 yuan / share (inclusive), and based on the total amount of this repurchase funds, the upper limit of this repurchase funds is 260 million yuan (inclusive), and the estimated upper limit is 520 million yuan (inclusive), the total number of shares that can be repurchased is expected to be 2 million shares, About 4 million shares can be repurchased, accounting for about 0.4832% of the current total share capital of the company; According to 0.9664% of the current total share capital of the company; According to the calculation of the lower limit of 130 million yuan of total repurchase funds and 260 million yuan (inclusive) of total repurchase funds, the total number of shares that can be repurchased is estimated to be 1 million, accounting for about 2 million shares of the current total share capital of the company and about 0.2416% of the shares to be repurchased. The specific number of shares repurchased is 0.4832%. The specific number of shares to be repurchased shall be subject to the number of shares repurchased and the proportion in the actual total share capital when the repurchase period expires or the repurchase implementation is completed. The number of shares repurchased shall prevail.
During the repurchase period, if the company pays dividends, and during the repurchase period, if the company pays dividends, sends shares, converts capital reserve into share capital, sends shares, converts capital reserve into share capital, splits shares, shrinks shares, allots shares and other ex rights and ex interests, such as splits, shrinks shares, allots shares and other ex rights and ex interests, From the date of ex right and ex interest of the share price, as for the interest matters, from the date of ex right and ex interest of the share price, the relevant provisions on the repurchase price shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange, and the upper limit of the repurchase price, the number of shares to be repurchased and the proportion in the total share capital of the company shall be adjusted accordingly, The number of repurchased shares and the proportion in the total share capital of the company were also adjusted accordingly. The proportion and other indicators are also adjusted accordingly.
2. The company shall not buy back the company’s shares within the following periods. 2. The company shall not buy back the company’s shares within the following periods:
(1) the company’s periodic report, performance forecast or (1) the company’s annual report and semi annual report shall be implemented within 10 trading days before the announcement of performance express; Within ten trading days before the announcement, due to special reasons (2) if the announcement date may be postponed for the trading price of the company’s shares, it shall be calculated from ten trading days before the occurrence of major events that have a significant impact on the original scheduled announcement date;
Or in the decision-making process, until the disclosure according to law (2) the company’s quarterly report, performance forecast, business
Within 2 trading days; Within ten trading days before the announcement of performance express;
(3) The CSRC and Shenzhen Stock Exchange (3) may impose other circumstances on the trading price of the company’s shares. From the date of occurrence of major events that have a significant impact or in the process of decision-making to the date of disclosure according to law;
(4) Other circumstances prescribed by the CSRC.
3. 3. The company shall not repurchase shares during the following trading hours, and shall meet the following requirements:
Entrustment for share purchase: (1) the entrustment price shall not be the company’s shares on the same day (1) opening call auction; The price at which the trading increase is limited;
(2) Within half an hour before the closing; (2) No opening in Shenzhen Stock Exchange (3) there is no limit on the rise and fall of the stock price. The price of the shares bought back within half an hour before the closing of the auction and the stock price shall not be the price limited by the daily trading of the company’s shares on the trading day when there is no limit on the rise and fall of the company’s shares. Entrustment of share repurchase;
(3) China Securities Regulatory Commission and Shenzhen Stock Exchange
