Securities code: 688072 Securities abbreviation: Tuojing Technology Announcement No.: 2024-039.
Tuojing Technology Co., Ltd.
About 2023 after the implementation of the annual equity distribution
Announcement on Adjusting the Price Cap of Repurchased Shares
the company's board of directors and all directors to ensure that the contents of this announcement does not exist any false records, misleading statements or major omissions, and the authenticity, accuracy and completeness of the contents of the legal responsibility.
Important Content Tips:
● Maximum repurchase price before adjustment: no more than RMB 270 per share (inclusive)
● Adjusted repurchase price ceiling: no more than RMB 182.33 per share (inclusive)
● Price cap adjustment start date: June 11, 2024 (2023 annual equity distribution ex-rights and ex-dividend
day)
Basic information on 1. repurchase of shares
The company held the third meeting of the second board of directors on March 1, 2024, and held the second extraordinary general meeting of shareholders on March 18, 2024. It reviewed and approved the ''Regarding the Repurchase of the Company's Shares by Centralized Auction Trading "Proposal", agreeing that the company will use part of the over-raised funds obtained from the initial public offering of RMB ordinary shares to repurchase the company's shares through centralized bidding transactions. The total amount of funds for this repurchase shall not be less than RMB 120 million (inclusive), not more than RMB 197.3 million (inclusive), and the repurchase price shall not exceed RMB 270 per share (inclusive). The repurchased shares are to be used at an appropriate time in the future. The company's equity incentive or employee stock ownership plan. The repurchase period is within 12 months from the date of approval of the share repurchase plan at the general meeting of shareholders. For details, please refer to the "Announcement on the Repurchase of Company Shares by Centralized Auction Transaction" (Announcement No.: 2024-013) disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on March 2, 2024 and the "Report on Repurchase of Company Shares by Centralized Auction Transaction" (Announcement No.: 2024-021) disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on March 21, 2024.
2. repurchase price ceiling adjustment basis
The Company held its 2023 Annual General Meeting of Shareholders on May 20, 2024, and considered and approved the "Report on Public
The company intends to distribute a cash dividend of 0.35 yuan (including tax) per share on the basis of the total share capital registered on the date of registration of equity distribution, without bonus shares, and increase 4.8 shares for every 10 shares of capital reserve. If the total share capital of the company changes before the equity registration date of the implementation of the equity distribution, the company intends to maintain the distribution per share and the conversion ratio unchanged, adjust the total distribution and the total amount of the conversion of the share capital accordingly, and will announce the specific adjustment separately. For details of the implementation of this equity distribution, please refer to the Announcement on the Implementation of 2023 Annual Equity Distribution (Announcement No.: 2024-037) and the Announcement on Adjusting the Total Cash Dividends for Profit Distribution and the Conversion of Capital Reserve into Total Share Capital in 2023 (Announcement No.: 2024-038) disclosed by the Company on the website of Shanghai Stock Exchange (www.sse.com.cn) on the same day.
According to the Repurchase Report, if the Company implements dividend distribution, share gift, capitalization of capital reserve, share split, share reduction, share allotment and other ex-rights and ex-dividend matters during the repurchase period, the Company will adjust the repurchase price ceiling accordingly in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange.
3. Repurchase Price Cap Adjustment
According to the agreement of the Repurchase Report, the upper limit of the price of the shares repurchased by centralized bidding transaction is adjusted from no more than 270.00 yuan/share (inclusive) to no more than 182.33 yuan/share (inclusive), and the adjusted repurchase price The upper limit will take effect on June 11, 2024. The specific price adjustment formula is as follows:
Adjusted share repurchase price cap = (pre-adjusted share repurchase price cap-cash dividend per share) ÷(1 + percentage change in outstanding shares)
As the Company's current dividend is a differentiated dividend, the above formula for the cash dividend per share and the proportion of changes in outstanding shares refers to the proportion of changes in cash dividend per share and outstanding shares calculated after adjustment based on the dilution of the total share capital, as follows:
Cash dividend per share = (total share capital distributed x cash dividend per share actually distributed) ÷ total share capital =(187,776,223 x 0.35)÷ 188,188,255 ≈ $0.3492 per share.
Percentage of change in outstanding shares = (total number of share capital involved in distribution x transfer ratio actually distributed) ÷ total share capital =(187,776,223 x 0.48)÷ 188,188,255 ≈ 0.4789.
Adjusted share repurchase price cap = (pre-adjusted share repurchase price cap-cash dividend per share) ÷(1 + percentage change in outstanding shares) =(270-0.3492)÷(1+0.4789)≈ $182.33 per share.
According to the Company's "Report on the Repurchase of the Company's Shares by means of a Centralized Auction Transaction", this repurchase
The total amount of funds purchased shall not be less than RMB 120 million yuan (inclusive) and not more than RMB 197.3 million yuan (inclusive). As of the disclosure date of this announcement, the company has repurchased 412032 shares. The company calculates the remaining number of repurchases based on the remaining repurchase funds and the adjusted repurchase share price ceiling. The total number of repurchased shares is expected to be approximately 654100 to 1.0781 million shares. It accounts for 0.24 to 0.39 of the company's total share capital after the implementation of this equity distribution, the number and amount of shares to be repurchased shall be based on the number and amount of shares actually repurchased at the expiration of the repurchase period or at the completion of the repurchase.
4. other matters
Except for the above adjustments, there is no change in the Company's repurchase of the Company's shares by means of a centralized auction transaction. The company will continue to implement this repurchase plan during the repurchase period according to market conditions, and perform information disclosure obligations in a timely manner during the repurchase period in accordance with relevant laws, regulations and regulatory documents. Investors are kindly requested to pay attention to investment risks.
It is hereby announced.
Board of Directors of Tuojing Technology Co., Ltd.
June 4, 2024
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