Total shares 9,284,895,068 100.00 9,284,895,068 100.00
Upon the completion of implementing the share repurchase scheme, the percentage of shares held by the public over the Company's total number of shares is still over 10% and it will not lead to the result that the Company's shareholding is not conformed with the listing conditions, hence this repurchase will not affect the listing status of the Company and will not lead to a change of the controlling right of the Company.
III. DELIBERATION ON REPURCHASE SCHEME AND AUTHORIZATION ON HANDLING MATTERS RELATED TO REPURCHASE OF SHARES
Pursuant to the relevant requirements under the PRC Company Law and the Articles of Association, as the repurchase of A-Shares shall be used for the purpose of equity incentive/employee share ownership plans, the repurchase of A-Shares is within the scope of authority for consideration of the board and is not subject to deliberation at its general meeting.
To ensure the smooth implementation of this repurchasing of shares, the Company's board of directors authorizes the Company's management to handle matters related to the share repurchase within the scope of laws and regulations and in accordance with the principle of maximum protection of the interests of the Company and shareholders. The content and scope of authorization include but are not limited to: (1) To authorize the management of the Company to set up a special securities account for repurchase and other related matters; (2) To authorize the Company's management to select an opportunity to repurchase the Company's shares in accordance with relevant regulations, including the specific time, price, quantity of repurchasing etc.; (3) To authorize the Company's management to make, modify, supplement, sign, submit, report, and execute the agreements, contracts and documents that occurred in the process of repurchasing of the Company's shares, and make relevant reporting; (4) To authorize the Company's management to adjust the specific scheme of implementation according to the relevant laws and regulations and the requirements issued by the regulatory authorities and deal with the other matters related to share repurchase. (5) In accordance with relevant regulations (that is applicable laws, regulations, and relevant regulations of regulatory authorities), to deal with other matters not listed above but necessary for this share repurchase are handled.
The authorization period commences from the date when the board approved this repurchase scheme and ends on the date when the aforesaid authorization matters are completed. IV. MANAGEMENT ANALYSIS REGARDING THE IMPACT OF THIS REPURCHASE OF SHARES ON THE COMPANY'S OPERATION, FINANCE AND FUTURE SIGNIFICANT DEVELOPMENT AND THE UNDERTAKING OF ALL DIRECTORS ON THIS REPURCHASE OF SHARES WHICH WILL NOT PREJUDICE THE DEBT PERFORMANCE ABILITY AND GOING CONCERN OF THE COMPANY
As of 30 September 2020, total assets of the Company were RMB200.207 billion and monetary capital reached RMB43.972 billion, net assets attributable to the shareholders of the listed company were approximately RMB50.439 billion and the gearing ratio of the Company is 65.85%. Assuming that the upper limit of this repurchase amount is RMB4.0 billion, and based on the financial estimation on 30 September 2020, the percentage of repurchased capital over the Company's total assets is 2.0%, representing a 7.9% of net assets attributable to the shareholders of the listed company.
Based on the operation, financial and future development conditions of the Company, the Company is of the view that the upper limit amount of the repurchase of shares of RMB4.0 billion shall not have any material impact on the Company's operation, financial and future development.
All directors undertake that all directors shall be honest and act in good faith with dedication and responsibility to protect the interests of the Company and the legal interests of the shareholders and this repurchase shall not prejudice the debt performance ability and going concern of the Company. V. EXPLANATION ON WHETHER THE CONTROLLING SHAREHOLDERS, ACTUAL CONTROLLER, DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT OF THE COMPANY ARE INVOLVED IN TRADING OF SHARES OF THE COMPANY WITHIN 6 MONTHS PRIOR TO THE BOARD APPROVING THE RESOLUTION ON THE REPURCHASE OF SHARES AND WHETHER THERE WERE CONFLICTS OF INTEREST WITH THE REPURCHASE SCHEME, WHETHER THEY ACT SEPARATELY OR IN COLLUSION WITH OTHERS IN CONDUCTING INSIDER TRADING AND MANIPULATE THE MARKET AND PLANS TO INCREASE OR REDUCE THEIR SHAREHOLDINGS DURING THE REPURCHASE PERIOD
In January 2021, according to the resolution on the employee share ownership plans of the management committee, the Company handled the transfer of the employee share ownership plans. LIANG Haishan, TAN Lixia, WANG Peihua, MING Guoqing, GONG Wei and MING Guozhen who currently serves as a director, supervisor and senior management were vested 647,127 shares, 517,702 shares, 21,334 shares, 13,938 shares, 88,180 shares and 51,202 shares, respectively (please refer to the announcement of the Company dated 28 January 2021). Such transfer has no conflicts of interest with the repurchase plan, nor has any insider trading and market manipulation act. On 28 January 2021, Haier International Co., Limited, being a subsidiary of Haier Group Corporation, purchased 992,337 shares of D-Shares of the Company. Save as disclosed, there was no trading of shares of the Company by the controlling shareholders, actual controller, directors, supervisors and senior management of the Company within 6 months prior to the board approving the resolution on the repurchase of shares (If the terms of office of the directors, supervisors and/or the senior management of the Company is less than 6 months, then the trading of shares disclosed herein refers to the conditions from the date when their terms of office become effective until the date when the Board approved the resolution on the repurchase of shares). There were no conflicts of interest with the repurchase plan or any separate act or in collusion with others in conducting insider trading and manipulate the markets by the controlling shareholders, actual controller, directors, supervisors and senior management of the Company. The controlling shareholders, actual controller, directors, supervisors and senior management of the Company do not have any plans to increase or reduce their shareholdings for the time being during the repurchase period. If they intend to implement any plans in future to increase or reduce their shareholdings, the Company shall perform its information disclosure obligations in a timely manner according to the relevant requirements in due course. VI. THE COMPANY HAS MADE INQUIRIES OF THE SPECIFIC SITUATION WHETHER THE DIRECTORS, CONTROLLING SHAREHOLDERS, ACTUAL CONTROLLERS, SHAREHOLDER HOLDING MORE THAN 5% OF THE SHARES HAVE PLANS TO REDUCE THEIR HOLDINGS OF SHARES IN NEXT 3 MONTHS AND NEXT 6 MONTHS.
The Company has issued enquiry letters to the directors, supervisors, senior management, controlling shareholders, actual controllers, shareholders holding more than 5% of the shares to check whether they have plans to reduce their holding of shares in next 3 months and next 6 months. All directors, supervisors, senior management, controlling shareholders, actual controllers, shareholders holding more than 5% of the shares have replied to the Company that as at the date when the board adopted the resolution on the scheme of share repurchase, they had no plans to reduce their holdings of shares in next 3 months and next 6 months. If they have relevant plans, the disclosure procedures will be conducted according to the regulations. VII. RELEVANT ARRANGEMENTS TO CANCEL OR TRANSFER REPURCHASED SHARES ACCORDING TO LAW
The shares of this repurchase shall be fully used for the purpose of implementing the Company's equity incentive scheme and/or employee share ownership plans. If the Company is unable to fulfill the abovementioned purposes within 36 months upon the completion of the repurchase of shares, the unused portion shall be cancelled by performing relevant procedures. The Company will then perform its information disclosure obligations in a timely manner according to the specific implementation status. VIII. RELEVANT ARRANGEMENTS TO PREVENT JEOPARDISING CREDITORS' INTERESTS
If this repurchase of shares is unable to be fully used for the purpose of equity incentive scheme and/or employee share ownership plans within 36 months upon the completion of the repurchase of shares, then the unused portion shall be cancelled by performing relevant procedures and the registered capital of the Company shall be reduced. the Company shall then perform creditors' notification and other procedures according to the requirements under the Company Law and other rules and regulations. IX. OPINIONS OF INDEPENDENT DIRECTORS IN RELATION TO ISSUES SUCH AS THE COMPLIANCE, NECESSITY, JUSTIFICATION AND FEASIBILITY OF THE SCHEME OF REPURCHASE OF A-SHARES 1. This repurchase of the Company is legal and in compliance with the regulations. The scheme of repurchase of a portion of A-Share public shares of the Company is in compliance with the relevant requirements under the PRC Company Law, Circular on Diligent Study and Implementation of the Decision of the Standing Committee of the National People's Congress on Amendments to the Company Law of People's Republic of China, Implementation Rules on Repurchasing of Shares by Listed Companies on Shanghai Stock Exchange and Opinions on Supporting Listed Companies to Repurchase Shares and other legal regulations. The voting procedures of the board are complied with the legal regulations and the relevant requirements of the Articles of Association of the Company. 2. The Company continues to finance the repurchase of shares of the Company from its own funds, and shall constantly be used for the purpose of implementing the Company's equity incentive scheme and/or employee share ownership plans in a bid to further improve the Company's
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