北京科锐集团股份有限公司 回购报告书

Core Viewpoint - Beijing Keri Group Co., Ltd. plans to repurchase its shares through centralized bidding, with a total fund amounting to no less than RMB 50 million and no more than RMB 100 million, aimed at implementing an equity incentive plan or employee stock ownership plan [2][5][21] Summary by Sections Repurchase Plan - The repurchase price will not exceed RMB 9.90 per share, and the repurchase period will last no more than 12 months from the board's approval date [2][6][11] - The total amount for the repurchase is set between RMB 50 million and RMB 100 million, sourced from the company's own funds and bank loans [7][9] Shareholder and Management Actions - The controlling shareholder plans to reduce its holdings by up to 11,467,917 shares, approximately 2.11% of the total share capital, while the actual controller and chairman plan to reduce their holdings by up to 3,884,203 shares, about 0.72% of the total share capital [3][18] - No other board members or senior management have clear plans for share buybacks during the repurchase period [3][18] Financial and Operational Context - As of June 30, 2025, the company reported total assets of approximately RMB 2.88 billion and total liabilities of about RMB 1.19 billion, resulting in a debt ratio of 41.45% [16] - The maximum repurchase amount of RMB 100 million represents 3.47% of total assets, 6.11% of equity attributable to shareholders, and 5.54% of current assets [16] Implementation and Disclosure - The board approved the repurchase plan with unanimous consent, and the company will open a dedicated securities account for the repurchase [21][22] - The company will disclose the progress of the repurchase at various intervals, including after the first repurchase and when the repurchase reaches certain thresholds [23]