Zhongji InnoLight: Announcement on the plan to repurchase the company’s shares
Securities Code: 300308 Securities Abbreviation: Zhongji InnoLight Announcement Number: 2026-086 Zhongji InnoLight Co., Ltd.
Announcement on the plan to repurchase the company's shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
IMPORTANT NOTE:
Type of shares to be repurchased: RMB ordinary shares (A shares);
Purpose of the proposed share repurchase: used to implement equity incentive plans or employee stock ownership plans;
The total amount and price of the shares to be repurchased: the total amount of funds to repurchase the shares shall not be less than RMB 4,000,000 (inclusive) and not exceed RMB 8,000,000 (inclusive), and the price of the repurchased shares shall not exceed RMB 1,200.00 per share (inclusive);
The number of shares to be repurchased and the proportion of the total share capital: Under the condition that the share repurchase price does not exceed 1,200 yuan/share, based on the upper limit of the repurchase amount of 8,000,000 yuan, the number of shares to be repurchased is expected to be 6,666,666 shares, accounting for approximately 0.57% of the current total share capital of the company; based on the lower limit of the repurchase amount of 400,000 Calculated at 10,000 yuan, the number of shares to be repurchased is expected to be 3,333,333 shares, accounting for approximately 0.28% of the current total share capital of the company. The specific number of shares to be repurchased shall be based on the actual number of shares repurchased when the repurchase period expires.
Source of funds for repurchasing shares: own funds or self-raised funds;
Method of repurchasing shares: centralized bidding;
The period for repurchasing shares: no more than 12 months from the date the board of directors considers and approves the resolution to repurchase shares;
Shareholding reduction plans of relevant shareholders: As of the disclosure date of this announcement, the company has not received any plans to reduce shareholdings in the next six months from directors, senior managers, controlling shareholders and their persons acting in concert, actual controllers, and shareholders holding more than 5% of the company’s shares. If relevant entities plan to reduce shareholdings in the future, the company will promptly perform its information disclosure obligations in strict accordance with relevant laws and regulations.
Risk warning of buyback plan
(1) During the repurchase period, the stock price continues to exceed the upper limit of the repurchase price, and the funds required to repurchase the shares are not available in time, resulting in the risk that the repurchase plan cannot be implemented as planned.
(2) If the shares repurchased by the company are used to implement employee stock ownership and equity incentives, the company may face the risk that the employee stock ownership plan and equity incentive plan cannot be reviewed and approved by the company's board of directors and shareholders' meeting and other decision-making bodies, and the employees who intend to hold shares and equity incentive targets give up the subscription of shares, etc., resulting in the matter not being implemented or not being fully implemented, and all or part of the repurchased shares need to be canceled in accordance with the law.
(3) If a major event occurs in this share repurchase plan that has a significant impact on the company’s stock trading price, or the company fails to meet the conditions for share repurchase stipulated in laws and regulations, etc., there will be a risk that part or all of the repurchase plan will not be implemented.
(4) This share repurchase plan may involve the risk that the repurchase plan needs to be changed or terminated in accordance with the rules due to major changes in the company's operations, financial status, external objective conditions, etc.
The company will make repurchase decisions based on market conditions during the repurchase period and implement them. At the same time, it will perform its information disclosure obligations in a timely manner based on the progress of the repurchase matter. Investors are advised to pay attention to investment risks.
1. Share repurchase plan
(1) Purpose and use of share repurchase
Based on the confidence in the company's continued and stable development in the future, to better promote the company's long-term, sustainable and healthy development, combined with the company's operating conditions, financial status and future profitability, in order to safeguard the interests of investors, especially small and medium-sized investors, and enhance investor confidence, in accordance with relevant laws and regulations, the company plans to repurchase the company's shares with its own funds or self-raised funds.
The shares repurchased this time will be used for the employee stock ownership plan or equity incentive plan. If the company fails to use the repurchased shares within 36 months after the completion of the share repurchase, the unused repurchased shares will be cancelled. The company will convene a separate shareholders' meeting and perform legal procedures related to share cancellation.
(2) Explanation of circumstances in which the repurchase of shares meets relevant conditions
The company's share repurchase complies with the relevant conditions stipulated in Article 8 of the "Share Repurchase Rules of Listed Companies" and Article 10 of the "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 9 - Share Repurchase":
The company’s shares have been listed for six months;
The company has no major illegal activities in the past year;
After repurchasing shares, the company has the ability to repay debts and continue to operate;
After repurchasing shares, the company’s equity distribution meets the listing conditions;
Other conditions stipulated by the China Securities Regulatory Commission and Shenzhen Stock Exchange.
(3) Share repurchase method and price range
In order to protect the interests of investors and based on the recent stock price of the company's secondary market, the company plans to conduct share repurchase through centralized bidding transactions through the Shenzhen Stock Exchange trading system. The price of the repurchased shares shall not exceed RMB 1,200.00 per share (inclusive). The upper limit of the price of the repurchased shares shall not be higher than 150% of the average trading price of the company's stock in the thirty trading days before the board of directors passed the resolution to repurchase shares. The specific repurchase price will be determined by the management authorized by the board of directors based on the company's secondary market stock price, the company's financial status and operating conditions during the repurchase implementation period.
From the date when the board of directors approves the repurchase plan to the completion of the repurchase, if the company implements capital reserves to increase share capital, distributes stocks or cash dividends, stock splits, share reductions, and other ex-rights and dividends, from the date of ex-rights and ex-dividends on the stock price, the price limit of the repurchased shares will be adjusted accordingly in accordance with the relevant regulations of the China Securities Regulatory Commission and Shenzhen Securities Exchange, and information disclosure obligations will be fulfilled.
(4) Type, quantity or amount of shares repurchased
The types of shares repurchased this time are RMB ordinary shares (A shares) issued by the company. The total amount of funds repurchased shall not be less than RMB 4,000,000 (inclusive) and shall not exceed RMB 8,000,000 (inclusive). If calculated based on the total repurchase capital limit of RMB 8 million and the repurchase price limit of RMB 1,200 per share, the number of shares to be repurchased is expected to be approximately 6.6667 million shares, accounting for approximately 0.57% of the company's total share capital (A+H) of 1,177,909,641 shares as of August 31, 2026. Number of shares to be repurchased (shares) Total funds to be repurchased (10,000 yuan)
Used as a share of the company’s total share capital
proportion of
upper limit lower limit upper limit lower limit
employee stock ownership or shares
6,666,666 3,333,333 800,000.00 400,000.00 0.57% equity incentive plan
The specific number of shares repurchased shall be based on the actual number of shares repurchased when the repurchase period expires. If the company converts capital reserves into equity, distributes stocks or cash dividends, splits stocks, shrinks shares, allots shares, or issues equity warrants during the repurchase period, the upper limit of the repurchase price will be adjusted accordingly from the date of ex-rights and dividends on the stock price, and information disclosure obligations will be fulfilled.
(5) Sources of funds for repurchasing shares
The source of funds the company intends to use for the repurchase is the company's own funds or self-raised funds.
(6) Period for repurchasing shares
- The implementation period of this repurchase shall not exceed 12 months from the date when the company's board of directors considers and approves the repurchase plan. The buyback period will expire early if the following conditions are met:
(1) If the amount of repurchase funds used reaches the maximum limit during the repurchase period, the repurchase plan will be implemented, that is, the repurchase period will expire early from that date;
(2) If the company's board of directors decides to terminate this repurchase plan, the repurchase period will expire early from the date the company's board of directors decides to terminate this repurchase plan.
The company's management will make repurchase decisions based on market conditions during the repurchase period and implement them based on the authorization of the board of directors.
- The company shall not repurchase company shares during the following periods:
(1) Within fifteen days before the company’s annual report or semi-annual report is announced, if the announcement date is postponed due to special reasons, the calculation will start from the fifteen days before the original scheduled announcement date;
(2) Within five days before the announcement of the company’s quarterly report, performance forecast, and performance bulletin;
(3) From the date when major events that may have a significant impact on the company's stock trading price occur or during the decision-making process to the date of disclosure in accordance with the law;
(4) Other circumstances specified by the China Securities Regulatory Commission and the exchange.
- If a company repurchases shares through centralized bidding transactions, it must meet the following requirements:
(1) The entrusted price shall not be the price that limits the trading increase of the company’s stock on that day;
(2) Share repurchases shall not be entrusted during the opening call auction of the Shenzhen Stock Exchange, half an hour before the close of trading, and on trading days when there is no limit on the rise or fall of the stock price;
(3) Other requirements stipulated by the China Securities Regulatory Commission and Shenzhen Stock Exchange.
- During the implementation of the repurchase plan, if the company's stock is suspended for more than ten consecutive trading days due to the planning of major events, the company will disclose whether to postpone the repurchase plan after the resumption of trading. The extension shall not exceed the maximum period stipulated by the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
(7) Analysis of the impact of this share repurchase on the company’s capital structure
Calculated based on the minimum repurchase amount of RMB 4,000,000,000 (inclusive) and the repurchase price of RMB 1,200.00 per share (inclusive), the number of shares repurchased is expected to be approximately 3.3333 million shares, accounting for approximately 0.28% of the company's total share capital. Calculated based on the maximum repurchase amount of RMB 8 million (inclusive) and the repurchase price of RMB 1,200 per share (inclusive), the number of shares repurchased is expected to be approximately 6.6667 million shares, accounting for approximately 0.57% of the company's total share capital. Depending on the purpose of the shares, if all the repurchased shares are used for the employee stock ownership plan or equity incentive plan and are fully locked, the company's total share capital will not change. The specific changes are as follows:
After repurchase
Before repurchase
Nature of shares Calculated based on the lower limit of repurchase amount Calculated based on the upper limit of repurchase amount
Number of shares (shares) Ratio Number of shares (shares) Ratio Number of shares (shares) Ratio Limited sales clause
5,297,638 0.45% 8,630,971 0.73% 11,964,304 1.02% shares
Unlimited sales
1,109,937,003 94.23% 1,106,603,670 93.95% 1,103,270,337 93.66% shares
H shares
62,675,000 5.32% 62,675,000 5.32% 62,675,000 5.32% Quantity
Total number of shares 1,177,909,641 100% 1,177,909,641 100% 1,177,909,641 100%
Note: The above changes have not yet taken into account the impact of other factors. The share capital structure after the completion of this repurchase shall be subject to the final processing results of the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
(8) Management’s analysis of the impact of this share repurchase on the company’s operations, finance and future development, as well as the maintenance of its listing status
As of June 30, 2026, the company's total assets were RMB 68,942,203,700, its net assets attributable to shareholders of listed companies were RMB 39,859,161,700, and its current assets were RMB 46,707,667,600. If the upper limit of RMB 800,000,000 in this repurchase fund is fully used, based on the financial data on June 30, 2026, the repurchase amount will account for 11.60%, 20.07% and 17.13% of the company's total assets, net assets attributable to shareholders of the listed company, and current assets respectively, which are relatively low. Based on the company's current operating and financial conditions, combined with the company's profitability and development prospects, the management believes that the company's share repurchase will not have a significant impact on the company's ongoing operations and future development, nor will it have an adverse impact on the company's profitability, debt performance capabilities and R&D capabilities; after the share repurchase is implemented, the company's equity distribution will still meet the listing conditions, will not affect the company's listing status, and will not lead to changes in the company's control. Repurchasing shares is used to implement employee stock ownership plans or equity incentive plans, which is conducive to fully mobilizing the enthusiasm of the core team, effectively unifying the personal interests of the company, shareholders and the core team, and is conducive to improving the company's cohesion and competitiveness, maintaining the company's image in the capital market, and promoting the company's sustainable development. All directors of the company promise that this share repurchase will not damage the listed company's ability to fulfill its debts and continue to operate.
(9) Transactions and shareholding increase and decrease plans of the company’s directors, senior managers, controlling shareholders, actual controllers and persons acting in concert
- On April 22, 2026, due to the exercise of the company’s third phase of the restricted stock incentive plan, 112,000 shares were vested in the company’s chairman and president Liu Sheng, 87,500 shares were vested in the company’s director, vice president and chief financial officer Wang Xiaoli, and 77,000 shares were vested in the company’s vice president and board secretary Wang Jun.
After the company's self-examination, except for the above circumstances, the company's directors, senior managers, controlling shareholders, actual controllers and persons acting in concert did not buy or sell the company's shares within 6 months before the board of directors made the resolution to repurchase shares. The above-mentioned persons and companies have not engaged in insider trading or market manipulation alone or jointly with others.
- As of the date of this announcement, the company has not received any plans to increase or decrease holdings during the repurchase period and in the next six months from directors, senior managers, controlling shareholders, actual controllers and their persons acting in concert, and shareholders holding more than 5% of the shares. If the aforementioned shareholders subsequently propose plans to increase or decrease their holdings, the company will promptly perform its information disclosure obligations in accordance with relevant laws, regulations, and normative documents.
(10) The proposer of this share repurchase plan, the time of the proposal, the reasons for the proposal, and the proposer’s transactions and plans to increase or decrease holdings
Proposer: Mr. Liu Sheng, Chairman and President of the Company
Proposal time: July 28, 2026
Reason for proposal: Based on confidence in the company's future development and recognition of the company's value, in order to establish and improve the company's long-term incentive mechanism, fully mobilize the enthusiasm of employees, effectively integrate the interests of shareholders, the company's interests and employees' personal interests, and promote the healthy, stable and sustainable development of the company.
Within 6 months before the proposal, the proposer, Mr. Liu Sheng, increased his shares by 112,000 shares due to the exercise of equity incentives, and Mr. Liu Sheng and other concerted parties reduced their holdings of 500,000 shares in total.
Except for the above circumstances, the proposer and its concerted parties did not buy or sell the company's shares within 6 months before the board of directors made the resolution to repurchase shares, nor did they engage in insider trading or market manipulation alone or jointly with others.
- As of the date of this announcement, the company has not received any plans to increase or decrease its holdings during the repurchase period and in the next six months from the proposer and its concerted parties. If the aforementioned shareholders subsequently propose plans to increase or decrease their holdings, the company will promptly perform its information disclosure obligations in accordance with relevant laws, regulations, and normative documents.
(11) Relevant arrangements for cancellation or transfer according to law after repurchasing shares and arrangements to prevent infringement of the interests of creditors
The shares repurchased this time will be used for equity incentive plans or employee stock ownership plans. After the share repurchase is completed, the company will launch follow-up plans in a timely manner based on the actual situation. The company's board of directors will determine the actual implementation progress of the share repurchase based on changes in the securities market. If the above-mentioned purposes cannot be implemented within the time limit specified by relevant laws and regulations after the completion of the share repurchase, the untransferred shares will be canceled in accordance with the law, and the company's registered capital will be reduced accordingly. At that time, the company will convene a separate shareholders' meeting. After the shareholders' meeting makes a resolution to cancel the repurchase of shares, in accordance with the relevant provisions of the "Company Law of the People's Republic of China", legal procedures such as notifying creditors of cancellation of shares and reduction of registered capital will be performed.
(12) Relevant authorization for this share repurchase matter
In accordance with the relevant provisions of the "Company Law of the People's Republic of China" and the "Articles of Association", and upon review by the board of directors, in order to ensure the smooth implementation of this share repurchase, the company's board of directors authorizes the company's management to handle matters related to this share repurchase with full authority within the scope of laws and regulations and in accordance with the principle of safeguarding the interests of the company and shareholders to the maximum extent. The content and scope of authorization include but are not limited to:
Establish a special securities account for repurchase or other related securities accounts;
Choose an opportunity to repurchase shares within the repurchase period, including the time, price, quantity and purpose of the repurchase;
Adjust the specific implementation plan and handle other matters related to share repurchase in accordance with relevant regulations (i.e., applicable laws, regulations and relevant regulations of regulatory authorities). If there are new requirements from the securities regulatory authorities and market conditions change, the repurchase plan will be adjusted according to national regulations, the requirements of the securities regulatory authorities and market conditions;
After the repurchase is completed, determine the specific disposal plan for the repurchased shares based on relevant laws, regulations and the company's actual situation, including the implementation of an employee stock ownership plan or equity incentive plan;
Make, modify, supplement, sign, submit, report and execute all agreements, contracts and documents that occurred during the repurchase of part of the shares, and make relevant declarations;
Handle other matters not listed above but necessary for this share repurchase. This authorization is valid from the date of review and approval by the board of directors to the date when the above authorization matters are completed.
2. Review and implementation procedures of buyback plan
According to the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Share Repurchase Rules for Listed Companies", "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 9 - Repurchase of Shares" and other relevant laws and regulations as well as the "Articles of Association", the company's repurchase of shares for equity incentives or employee stock ownership plans can be implemented after review and approval by the board of directors, and does not need to be submitted to the company's shareholders' meeting for review; August 31, 2026 On the same day, the company held the fourth meeting of the sixth board of directors and reviewed and approved the "Proposal on the Plan for Repurchasing the Company's Shares", agreeing that the company would use its own funds or self-raised funds of no less than RMB 4 million (inclusive) and no more than RMB 8 million (inclusive) to repurchase the RMB ordinary shares (A shares) issued by the company through centralized bidding transactions, with the repurchase price not exceeding RMB 1,200.00 per share.
3. Risk warning of repurchase plan
During the repurchase period, the stock price continues to exceed the upper limit of the repurchase price, and the funds required to repurchase the shares fail to be received in time, resulting in the risk that the repurchase plan cannot be implemented as planned.
If the shares repurchased by the company are used to implement employee stock ownership and equity incentives, the company may face the risk that the employee stock ownership plan and equity incentive plan cannot be reviewed and approved by the company's board of directors, shareholders' meeting and other decision-making bodies, and employees who plan to hold shares and equity incentive targets give up the subscription of shares, etc., resulting in the matter not being implemented or not being fully implemented, and all or part of the repurchased shares need to be canceled in accordance with the law.
If a major event occurs in this share repurchase plan that has a significant impact on the company's stock trading price, or the company fails to meet the conditions for repurchasing shares stipulated in laws and regulations, etc., there will be a risk that part or all of the repurchase plan will not be implemented.
This share repurchase plan may involve the risk that the repurchase plan needs to be changed or terminated in accordance with the rules due to major changes in the company's operations, financial status, external objective conditions, etc.
The company will make repurchase decisions based on market conditions during the repurchase period and implement them. At the same time, it will perform its information disclosure obligations in a timely manner based on the progress of the repurchase matter. Investors are advised to pay attention to investment risks.
4. Documents for reference
- Resolution of the fourth meeting of the sixth board of directors.
Announcement hereby
Board of Directors of Zhongji InnoLight Co., Ltd.
September 1, 2026