Beijing Mountain Light Industry Machinery Co., Ltd

2022-08-24
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Hubei Jingshan Light Industry Machinery Co., Ltd. plan on repurchasing the company's shares by means of centralized bidding transaction

securities code: 000821 securities abbreviation: Announcement number:

Hubei Jingshan Light Industry Machinery Co., Ltd. plan on repurchasing the company's shares by means of centralized bidding transaction

the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, There are no false records, misleading statements or major omissions

in view of the recent large fluctuations in the stock market and the large decline in the company's share price, the company believes that the current company's share price cannot correctly reflect the company's value and can not reasonably reflect the company's actual operating conditions. Based on the confidence in the future development prospects and the high recognition of the company's value, in order to improve the return level of shareholders, enhance investor confidence, and improve the investor share price stability mechanism to cope with market risks and safeguard the rights and interests of investors, the company plans to adopt the form of share repurchases in combination with its own financial and operating conditions to convey the company's growth confidence. In accordance with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the administrative measures for the repurchase of social public shares by listed companies (for Trial Implementation), the supplementary provisions on the repurchase of shares by listed companies through centralized bidding, and the guidelines for the repurchase of shares by companies listed on the Shenzhen stock exchange through centralized bidding, taking into account the financial situation of the company, The company plans to repurchase its shares with its own funds and self raised funds of not less than 30million yuan (including 30million yuan) and not more than 150million yuan (including 150million yuan) for the implementation of employee stock ownership plan, equity incentive plan or cancellation to reduce the registered capital of the company. The repurchase period is within 6 months from the date of deliberation and approval of the general meeting of shareholders. The specific contents are as follows:

I The way of repurchasing shares

the way of repurchasing shares by the company is through centralized bidding at Shenzhen Stock Exchange

second, the purpose and use of share repurchases

the purpose of this share repurchases is to improve the return level of shareholders, enhance investor confidence, and improve the investor share price stability mechanism to deal with market risks and safeguard the rights and interests of investors. The shares repurchased this time will be used to implement the employee stock ownership plan, implement the equity incentive plan or cancel to reduce the registered capital of the company, and specifically authorize the board of directors to make decisions in accordance with relevant laws and regulations

III. price or price range and pricing principle of repurchased shares

in order to protect the interests of investors, combined with the recent company's share price, the price of the company's repurchased A-share this time is no more than 14 yuan/share (including 14 yuan/share)

if the company implements ex rights and ex dividend matters such as dividend distribution, share distribution, capital reserve conversion to share capital, stock subdivision, share reduction, share allotment and others during the period of share repurchase, the upper limit of share repurchase price shall be adjusted accordingly in accordance with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange from the date of ex rights and ex dividend of share price

IV. The total amount of funds to be used for repurchase and the source of funds

the total amount of funds for this repurchase is not less than 30 million yuan (including 30 million yuan) and not more than 150 million yuan (including 150 million yuan), and the sources of funds are the company's own funds and self raised funds

v. type, quantity and proportion of repurchased shares in the total share capital

the type of repurchased shares is A-share issued by the company. In the total repurchase capital of not less than 30million yuan (including 30million yuan) and not more than 150million yuan (including 150million yuan), the repurchase of shares focuses on the development of ceramic materials for ultra-thin liquid crystal glass substrates, high-purity ultra-fine alumina powder and transparent ceramics, silicon carbide bulletproof ceramics, silicon carbide honeycomb ceramics, high-purity silicon nitride powder, high-purity aluminum nitride powder, special ceramics and composite materials Under the condition that the price of functional or composite ceramic products such as solar tiles does not exceed 14 yuan/share, if it is repurchased in full with the maximum amount of capital, the number of repurchased shares is expected to be more than 10.71 million shares, accounting for more than 1.99% of the total issued share capital of the company

the specific number of repurchased shares shall be subject to the actual number of repurchased shares at the expiration of the repurchase period. If the company turns its capital reserve into share capital, distributes shares or cash dividends, splits shares, shrinks shares, allots shares, or issues share certificates during the repurchase period, the number of repurchased shares shall be adjusted accordingly from the date of ex rights and ex dividend of the share price

VI. term of share repurchases

1 The implementation period of this share repurchase is no more than six months from the date when the shareholders' meeting deliberates and approves the share repurchase plan. If the following conditions are met, the repurchase period will expire in advance:

(1) if the amount of repurchase funds used within this period reaches the maximum, the Member States will draft relevant national plans after the implementation of the repurchase plan, 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 will expire in advance from the date when the board of directors decides to terminate the repurchase plan

the company will make and implement the repurchase decision at the right time according to the market conditions within the repurchase period in accordance with the authorization of the general meeting of shareholders and the board of directors

2. The company shall not repurchase its shares during the following periods:

(1) within 10 trading days before the announcement of the company's regular report or performance express

(2) from the date of major events that may have a significant impact on the trading price of the company's shares or in the decision-making process to 2 trading days after disclosure according to law

(3) other circumstances stipulated by the CSRC and Shenzhen Stock Exchange

VII. The validity period of the resolution

and the validity period of the resolutions related to this repurchase are 6 months from the date when the general meeting of shareholders deliberates and approves the share repurchase plan

VIII. Expected changes in the company's equity structure after the repurchase.

after the implementation of the repurchase plan, if the repurchase amount is 14 yuan/share, the maximum repurchase amount is 150 million yuan, and the repurchase amount is 10.71 million shares, the repurchased shares account for about 1.99% of the company's total issued share capital. If the repurchased shares are all used in the company's employee stock ownership plan or equity incentive plan as planned, the company's total share capital will not change; Assuming the cancellation of all repurchased shares, the total share capital of the company will be reduced by 10.71 million shares. Under the above two circumstances, the restrictions on the sale of shares of the company will change as follows:

IX. analysis of the impact of this repurchased shares on the company's operating activities, financial status and future significant development

as of December 31, 2017, the total assets of the company were 303.20009 million yuan, and the owner's equity attributable to shareholders of listed companies was 1880.7757 million yuan, Current assets are 1665.0596 million yuan, and the upper limit of the total repurchase funds is 150million yuan, accounting for 4.95%, 7.98% and 9.01% of the company's total assets, owner's equity attributable to shareholders of listed companies and current assets at the end of 2017, respectively. According to the company's operation, finance and future development, the company believes that the share repurchase amount with a ceiling of 150 million yuan will not have a significant impact on the company's operation, finance and future development. The equity distribution of the company after the repurchase meets the conditions of the listed company and will not change the status of the company as a listed company

X. description of whether the controlling shareholders, shareholders holding more than 5% shares, directors, supervisors and senior managers of the listed company have bought and sold the shares of the company within six months before the board of directors makes the share repurchase resolution, and whether there are insider trading and market manipulation behaviors alone or jointly with others

shareholders holding more than 5% shares, directors, supervisors The purchase and sale of the company's shares by the senior managers within six months before the board of directors made the share repurchase resolution are as follows:

after the company's internal self-examination, the purchase and sale of the above-mentioned personnel are based on the company's stock price performance in the secondary market and the shares subscribed through asset restructuring, and there is no insider trading and market manipulation alone or jointly with others

Xi. Specific authorization for handling the repurchase of shares

in order to cooperate with the repurchase of shares of the company, it is proposed to submit to the general meeting of shareholders of the company to authorize the board of directors to handle various matters of repurchase in the process of repurchase of shares of the company, including but not limited to the following matters:

1 Authorize the board of directors of the company to choose the opportunity to repurchase shares during the repurchase period, including the method, time, price and quantity of repurchase

2. According to the actual situation and stock price performance of the company, it is decided to continue or terminate the repurchase plan

3. Authorize the board of directors of the company to adjust the specific implementation plan and handle other matters related to share repurchases in accordance with relevant provisions (i.e. applicable laws, regulations and relevant provisions of regulatory authorities)

4. This authorization starts from the date of deliberation and approval of the general meeting of shareholders of the company to the date of completion of the above authorization matters, in order to timely follow up the needs of the partnership unit

XII. Opinions of independent directors

1 The shares repurchased by the company this time comply with the provisions of the company law, the securities law, the administrative measures for repurchases of public shares by listed companies (for Trial Implementation), the supplementary provisions on repurchases of shares by Listed Companies in the form of centralized bidding transactions, the business guidelines for repurchases of shares by listed companies in the Shenzhen Stock Exchange in the form of centralized bidding, the articles of association and other laws and regulations, The voting procedures of the board of directors comply with the relevant provisions of laws, regulations and rules

2. The implementation of the company's share repurchase is based on its confidence in the future development prospects and its high recognition of the company's value. In order to improve the return level of shareholders, enhance investor confidence, and improve the investor share price stability mechanism to cope with market risks and safeguard the rights and interests of investors, the company plans to adopt the form of share repurchase in combination with its own financial and operating conditions to convey the company's growth confidence

3. The total amount of funds to be used for repurchase this time is not less than 30million yuan (including 30million yuan) and not more than 150million yuan (including 150million yuan), and the sources of funds are self owned funds and self raised funds. This repurchase will not have a significant impact on the operation, finance and future development of the company. The equity distribution of the company after the repurchase meets the conditions of the listed company and will not affect the listing status of the company

in conclusion, we believe that the repurchase of the company's shares is legal and compliant, in line with the interests of the company and all shareholders, and there is no damage to the legitimate rights and interests of shareholders. The plan for repurchase of the company's shares is feasible. Therefore, we agree to the plan of repurchasing the company's shares and agree to submit the matter to the general meeting of shareholders of the company for deliberation

XIII. Other explanatory matters

according to relevant laws and regulations and the articles of association of the company, this repurchase plan needs to be submitted to the general meeting of shareholders of the company for special resolution. If the repurchase plan is not reviewed and approved, and the share price is not within the repurchase price range scheduled by the company during the repurchase period, this repurchase plan may not be implemented. The company will perform the obligation of information disclosure in a timely manner according to the progress of the repurchase and invite investors to pay attention to investment risks

XIV. Documents for future reference

1 Resolutions of the 16th meeting of the 9th board of directors of the company

2. Resolutions of the 16th meeting of the 9th board of supervisors of the company

3. Independent directors' independent opinions on repurchasing shares of the company by means of centralized bidding transaction

4. Other documents required by Shenzhen Stock Exchange

Hubei Jingshan Light Industry Machinery Co., Ltd

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