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兖矿能源: 兖矿能源集团股份有限公司关于以集中竞价交易方式回购股份的回购报告书
Zheng Quan Zhi Xing·2025-08-29 13:12

Core Viewpoint - The company has approved a share repurchase plan for both A-shares and H-shares to stabilize the capital market, optimize its equity structure, and enhance company value, aiming for long-term win-win with investors [1][3][7]. Summary by Sections Share Repurchase Plan - The board of directors approved the repurchase of A-shares and H-shares on August 29, 2025, without needing shareholder approval [2][3]. - The repurchase amounts are set at RMB 0.5-1 billion for A-shares and RMB 1.5-4 billion for H-shares, with the final amount subject to exchange rate conversion [2][3][4]. Purpose and Use of Repurchased Shares - A-shares will be used as treasury stock for employee stock incentives for a period of 3 years, after which unutilized shares will be canceled [2][3][9]. - H-shares will be used to reduce the company's registered capital and must be canceled within 10 days post-repurchase [2][3][10]. Repurchase Method and Timeline - The repurchase will be conducted through centralized bidding on the Shanghai Stock Exchange and Hong Kong Stock Exchange [3][4]. - The A-share repurchase period is set for 12 months from the board's approval date, while the H-share repurchase will end on the earlier of the 2025 annual general meeting or any special resolution to revoke the authorization [3][4]. Financial Impact and Proportions - Assuming a minimum A-share repurchase of RMB 0.5 billion at a maximum price of RMB 17.08 per share, approximately 2,927,400 shares will be repurchased, representing about 0.03% of total share capital [4][5]. - The maximum repurchase amount of RMB 5 billion would account for approximately 0.14% of total assets, 0.61% of net assets, and 1.30% of cash [7]. Risk Management and Compliance - The company has ensured that there are no conflicts of interest or insider trading related to the repurchase plan, and there are no current plans for share reduction by directors or major shareholders [8][9]. - The company will adhere to legal requirements to protect creditor interests during the repurchase process [9][10]. Disclosure and Reporting - The company will maintain transparency by disclosing progress on the repurchase plan and any adjustments as necessary [11][12].