Securities code: 600321 securities abbreviation: Rightway Holdings Co.Ltd(600321) Announcement No.: 2022-011 Rightway Holdings Co.Ltd(600321)
Announcement on termination of repurchase of shares of the company and implementation results of repurchase
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
1、 Review and approval of repurchase and contents of repurchase plan
Rightway Holdings Co.Ltd(600321) (hereinafter referred to as “the company”) held the 15th meeting of the 10th board of directors on March 1, 2021, deliberated and adopted the proposal on share repurchase scheme by means of centralized bidding transaction, and agreed that the company would repurchase part of the company’s shares by means of centralized bidding transaction for equity incentive (hereinafter referred to as “the repurchase”). On March 6, 2021, the company disclosed the report on repurchase of shares through centralized bidding transaction. The total amount of funds the company intends to use for this repurchase shall not be less than 50 million yuan and not more than 100 million yuan, and the price of repurchased shares shall not exceed 2.30 yuan / share (inclusive), The implementation period of repurchase is from March 1, 2021 to February 28, 2022. For details, please refer to the company’s disclosure in China Securities Journal, Shanghai Securities News, securities times, securities daily and the website of Shanghai Stock Exchange on March 2, 2021 and March 6, 2021 respectively（ http://www.sse.com.cn./ ）Announcement on share repurchase scheme through centralized bidding transaction (Announcement No.: 2021-015) and report on share repurchase through centralized bidding transaction (Announcement No.: 2021-018).
2、 Implementation of repurchase
(I) on June 29, 2021, the company implemented share repurchase for the first time and disclosed the situation of share repurchase for the first time on June 30, 2021. For details, see the website of Shanghai Stock Exchange disclosed by the company on June 30, 2021（ http://www.sse.com.cn. ）Announcement on the first repurchase of shares of the company by means of centralized bidding transaction (Announcement No.: 2021-050)
(II) at the 27th meeting of the 10th board of directors held on February 21, 2022, the company deliberated and adopted the proposal on terminating the repurchase of shares of the company. As of the disclosure date of this announcement, 1660200 shares of the company have been actually repurchased, accounting for 0.11% of the total share capital of the company. The maximum repurchase price is 2.29 yuan / share, the minimum repurchase price is 2.07 yuan / share, and the average repurchase price is about 2.11 yuan / share, The total amount of funds used is 3.564 million yuan (excluding transaction costs).
(III) there are differences between the actual implementation of the repurchase plan and the originally disclosed repurchase plan. The differences are as follows:
According to the company’s repurchase plan, the total amount of funds to be repurchased this time shall not be less than 50 million yuan and not more than 100 million yuan; If the lower limit of total repurchase funds is 50 million yuan (inclusive) and the upper limit of share repurchase price is 2.30 yuan / share (inclusive), the number of shares that can be repurchased is expected to be about 21.7391 million shares, accounting for about 1.44% of the current total share capital of the company.
The actual number of shares repurchased by the company was 1.6602 million, accounting for 0.11% of the total share capital of the company, and the total amount of funds paid was 3.564 million yuan (excluding transaction costs). The number of shares actually repurchased accounted for 7.64% of the lower limit specified in the repurchase plan, and the total amount of funds actually used accounted for 7.01% of the lower limit specified in the repurchase plan. Neither the number of repurchases nor the total amount of funds used reached the lower limit of the repurchase plan.
The reason for the difference is that after the board of directors considered and approved the repurchase plan, the company plans to implement the repurchase in stages according to the capital situation. During the implementation period of repurchase, the sharp rise of bulk raw materials and other changes in the supply chain led to more cash expenditure on operating activities; The company is under pressure to repay its due debts; Matters related to the advance payment of commercial housing have a certain impact on the efficiency of the company’s working capital. A series of differences between the external market environment and its own business arrangements and expectations have led to the fact that the implemented share repurchase has not reached the lower limit at present. In order to focus on production and operation and ensure the company’s daily sustainable operation ability and debt performance ability, the company carefully considered and decided to terminate the repurchase of the company’s shares and give priority to the daily operating expenses, rigid debt repayment and other matters related to maintaining the stability of daily operation. The termination of share repurchase is more in line with the actual situation of the current company and can protect the rights and interests of the majority of shareholders to a greater extent. The Company Apologizes for the failure to complete the repurchase plan for the termination of share repurchase.
(IV) impact of the implementation of the share repurchase plan on the company: the share repurchase has not had a significant adverse impact on the company’s normal business activities and financial status, will not lead to changes in the company’s control and will not change the company’s status as a listed company.
3、 Shares bought and sold by relevant entities during the repurchase period
On March 2, 2021, the company disclosed the repurchase of shares for the first time. For details, see the company’s disclosure on the website of Shanghai Stock Exchange（ http://www.sse.com.cn. ）Announcement on share repurchase scheme through centralized bidding transaction (Announcement No.: 2021-015). As of the disclosure of this announcement, the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company did not buy or sell the company’s shares from the date of first disclosure of share repurchase to the day before the disclosure of this announcement.
4、 Statement of changes in shares
Before and after the share repurchase, the changes of the company’s shares are as follows:
Before and after this repurchase
Share class share number proportion share number proportion
(shares) (%) (shares) (%)
Limited shares 0
Unlimited shares 1510550000 100 1510550000 100
Including: special securities repurchase account 0 0 1660200 0.11
Total number of shares 1510550000 100
5、 Disposal arrangement of repurchased shares
A total of 1660200 shares repurchased by the company this time will be temporarily deposited in the special securities account for repurchase opened by the company. The shares in the special securities account for repurchase by the company do not enjoy the rights of voting at the general meeting of shareholders, profit distribution, conversion of provident fund into share capital, subscription of new shares, allotment of shares, pledge and other rights, and will be used as the source of shares for the later implementation of equity incentive plan.
If the company fails to implement the above purpose within 36 months after the termination of share repurchase, some shares that fail to implement the above purpose will be cancelled according to relevant procedures, and there will be a risk that the registered capital will be reduced accordingly.
Subsequently, the company will use the repurchased shares according to the purpose of disclosure, and perform the decision-making procedures and information disclosure obligations according to the regulations. Investors are invited to invest prudently and pay attention to investment risks.
6、 Documents for future reference
1. Resolutions of the 27th meeting of the 10th board of directors of the company;
2. Independent opinions of independent directors on matters related to the 27th meeting of the 10th board of directors.
It is hereby announced.
Rightway Holdings Co.Ltd(600321) board of directors
February 22, 2022
