回购股份管理制度
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浙江洁美电子出台回购股份管理制度 明确四大适用情形及实施规范
Xin Lang Zheng Quan· 2025-11-21 11:54
登录新浪财经APP 搜索【信披】查看更多考评等级 近日,浙江洁美电子科技股份有限公司(以下简称"浙江洁美电子")发布《回购股份管理制度》(以下 简称"制度"),旨在进一步规范公司股份回购行为,维护投资者合法权益,完善公司治理结构。该制度 根据《公司法》《证券法》《上市公司股份回购规则》等法律法规制定,对回购股份的适用情形、实施 条件、操作方式、资金来源及信息披露等方面作出全面规定,为公司未来可能的股份回购操作提供了明 确指引。 明确回购适用情形及触发条件 制度明确,公司回购股份适用于四大情形:一是减少公司注册资本;二是用于员工持股计划或股权激 励;三是用于转换上市公司发行的可转换为股票的公司债券;四是为维护公司价值及股东权益所必需。 其中,第四种情形"维护公司价值及股东权益所必需"需满足以下条件之一:公司股票收盘价格低于其最 近一期每股净资产;连续二十个交易日内公司股票收盘价格跌幅累计达到百分之二十;公司股票收盘价 格低于最近一年股票最高收盘价格的百分之五十;或中国证监会规定的其他条件。 规范回购实施条件与操作方式 回购基本条件 制度规定,公司回购股份需满足多项基本要求,包括公司股票上市已满六个月(因维护公司 ...
雷科防务审议通过回购股份管理制度 明确四大回购情形与实施全流程规范
Xin Lang Zheng Quan· 2025-10-29 15:31
Core Viewpoint - Beijing Leike Defense Technology Co., Ltd. has established a comprehensive share repurchase management system to regulate its share buyback activities, protect investor rights, and provide a structured approach for future repurchase operations [1][5]. Summary by Sections Repurchase Conditions - The repurchase system outlines four main scenarios for share buybacks: reducing registered capital, employee stock ownership plans or equity incentives, conversion of convertible bonds, and necessary actions to maintain company value and shareholder rights [2]. - The conditions for maintaining company value include: stock closing price below net asset value per share, a cumulative decline of 20% over 20 trading days, stock price below 50% of the highest closing price in the past year, or other conditions set by the China Securities Regulatory Commission [2]. Repurchase Methods and Funding Sources - The company can utilize various methods for share repurchase, including centralized bidding, tender offers, or other methods approved by the China Securities Regulatory Commission [3]. - Funding sources for repurchases can include self-owned funds, funds raised from issuing preferred shares or bonds, excess raised funds, surplus funds from investment projects, and loans from financial institutions [3]. Implementation Procedures and Information Disclosure - The system mandates detailed procedures for implementing repurchases, requiring the board to promptly review and announce repurchase proposals, specifying key elements such as type, purpose, method, price range, quantity, and total funding [4]. - Information disclosure is required on the next trading day after the first repurchase, with updates for every 1% increase in repurchase ratio and monthly disclosures [4]. Handling of Repurchased Shares and Regulatory Oversight - Repurchased shares must be transferred or canceled within three years if bought to maintain company value, with specific restrictions on the sale of shares acquired through centralized bidding [5]. - The company will impose penalties for internal violations and ensure that securities service providers maintain integrity and accuracy in documentation [5].
欧晶科技发布回购股份管理制度 规范回购行为保障各方权益
Xin Lang Cai Jing· 2025-08-29 14:31
Core Viewpoint - Inner Mongolia Oujing Technology Co., Ltd. has established a share repurchase management system to regulate its share buyback behavior, protect investors' rights, and promote standardized operations [1][2]. Group 1: Share Repurchase Conditions - The system specifies conditions for share repurchase, including reducing registered capital, employee stock ownership plans, convertible bond conversions, and maintaining company value and shareholder rights [1]. - To maintain company value and shareholder rights, conditions must be met, such as the company's stock closing price being below the latest net asset value per share [1]. Group 2: Implementation and Disclosure Procedures - The implementation procedures for share repurchase are detailed, requiring proposals from eligible proposers to be evaluated by the board of directors before making decisions [2]. - Share repurchase plans must be approved by the shareholders' meeting or board of directors, with different decision-making requirements based on the situation [2]. - The company is obligated to disclose the progress of the repurchase, and upon completion, must announce the results and changes in shares [2]. Group 3: Handling of Repurchased Shares - The company must handle repurchased shares according to the disclosed purpose, either by cancellation or transfer [2]. - Emphasis is placed on managing insider information, with penalties for internal personnel who violate the system [2].
广东英联包装:完善回购股份管理制度 规范资本运作
Xin Lang Cai Jing· 2025-08-29 13:28
Core Viewpoint - Guangdong Yinglian Packaging Co., Ltd. has established a share repurchase management system to regulate share buyback behavior, protect investors' legal rights, and enhance corporate governance [1] Group 1: Repurchase Conditions and Situations - The repurchase of shares is applicable for reducing registered capital, employee stock ownership or equity incentives, convertible bond conversions, and maintaining company value and shareholder rights [2] - Specific conditions for repurchase include stock price being below net asset value per share, a cumulative decline of 20% over twenty trading days, and being below 50% of the highest closing price in the past year [2] - The company must have been listed for at least six months, have no major legal violations in the past year, and maintain debt repayment and ongoing operational capabilities post-repurchase [2] Group 2: Repurchase Methods and Funding Sources - The company can repurchase shares through centralized bidding, tender offers, or other methods approved by the securities regulatory authority [3] - Funding for the repurchase can come from self-owned funds, funds raised from preferred shares and bonds, excess funds from common stock, and loans from financial institutions [3] Group 3: Implementation Procedures and Information Disclosure - Proposals for repurchase can be made by eligible proposers to the board, which must evaluate the company's situation before making a decision [4] - The repurchase plan must be approved by the shareholders' meeting or board of directors, with varying requirements based on the situation [4] - The company is required to disclose board resolutions, repurchase plans, and progress during the repurchase period, as well as results and share changes after completion [4] Group 4: Handling of Repurchased Shares - Repurchased shares can be legally canceled or transferred, and shares bought back to maintain company value and shareholder rights can be sold after a specified period under certain conditions [5] - Sale plans must be approved by the board and disclosed in advance, with progress reported during the sale process [5] - The enhancement of the share repurchase management system is expected to help the company standardize capital operations and strengthen market confidence for sustainable development [5]
新华网发布回购股份管理制度 规范回购行为保障各方权益
Xin Lang Cai Jing· 2025-08-27 12:32
Core Points - The article discusses the newly released "Share Buyback Management System" by Xinhua News, aimed at regulating share buyback activities and protecting investor interests [1] Group 1: Buyback Conditions - Companies can repurchase shares under specific circumstances, such as reducing registered capital, employee stock ownership plans, converting convertible bonds, or necessary actions to maintain company value and shareholder rights [2] - To maintain company value and shareholder rights, conditions include a cumulative decline of 20% in stock price over 20 consecutive trading days or the stock price being below 50% of the highest closing price in the past year [2] Group 2: Strict Buyback Requirements - Companies must meet several conditions for share buybacks, including being listed for at least 6 months, having no major legal violations in the past year, and maintaining operational and debt repayment capabilities [3] - The methods for share buyback include centralized bidding, tender offers, and other methods recognized by the China Securities Regulatory Commission, with specific handling and timing rules for different situations [3] Group 3: Funding Sources - The funding sources for buybacks must be legal and compliant, including self-owned funds, funds raised from issuing preferred stock or bonds, legally converted permanent supplementary liquidity funds, bank loans, and other legal funds [4] - Companies must reasonably arrange the scale and amount of buybacks, setting clear upper and lower limits for the number of shares or total funds, with the upper limit not exceeding double the lower limit [4] Group 4: Implementation Procedures - The proposal for share buyback must be specific and align with the company's actual situation, requiring prompt board meetings for review and disclosure of relevant information [5] - The buyback plan must be approved by the board or shareholders, with different decision-making requirements based on the situation, and companies must disclose board resolutions and buyback plans in a timely manner [5] - The system also includes regulations on insider information management to ensure that buyback information is not leaked before legal disclosure, prohibiting related personnel from trading based on insider information [5]
广东星徽精密制造股份有限公司:规范回购股份管理制度,完善公司运作机制
Xin Lang Zheng Quan· 2025-08-25 14:08
Core Viewpoint - Guangdong Xinghui Precision Manufacturing Co., Ltd. has released a "Share Buyback Management System" to regulate share repurchase activities and protect investor interests [1] Group 1: Buyback Conditions and Situations - The buyback is applicable for reducing registered capital, employee stock ownership or equity incentives, convertible bond share conversions, and maintaining company value and shareholder rights [2] - Specific conditions for buyback include stock price being below net asset value per share, a cumulative decline of 20% over 20 trading days, and being below 50% of the highest closing price in the past year [2] Group 2: Buyback Methods and Funding Sources - The company can repurchase shares through centralized bidding, tender offers, or other methods approved by the Securities Regulatory Commission [3] - Funding sources for buybacks include self-owned funds, funds raised from issuing preferred stocks and bonds, and surplus funds from common stock [3] Group 3: Buyback Scale and Pricing - The company must reasonably arrange the buyback quantity and funding scale, with clear upper and lower limits, and the upper limit cannot exceed double the lower limit [4] - If the buyback price exceeds 150% of the average trading price over the last 30 trading days prior to the board resolution, justification is required [4] Group 4: Implementation Procedures and Information Disclosure - Proposers with the right to propose can suggest buybacks, and the company must convene a board meeting to review and announce the proposal promptly [5] - The board must carefully evaluate the buyback matters, and any changes to the buyback plan after disclosure are not allowed without just cause [5] Group 5: Handling and Regulation of Repurchased Shares - Repurchased shares must be handled according to regulations, including cancellation or transfer, and can be sold through centralized bidding after a specified period [6] - The company and related parties must manage insider information properly, ensuring no leaks occur before the disclosure of buyback information [6]