Time Publishing And Media Co.Ltd(600551) securities code: 600551 securities abbreviation: Time Publishing And Media Co.Ltd(600551) Announcement No.: pro 2022-004 Time Publishing And Media Co.Ltd(600551)
Announcement on the implementation of cancellation of repurchased shares
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. Important content tips:
● the company will cancel 21500125 repurchased shares, accounting for 4.25% of the total share capital of the company before cancellation. After the cancellation, the total share capital of the company will be changed from 505825296 shares to 484325171 shares.
● cancellation date of repurchased shares: February 23, 2022
The company held the 69th meeting of the sixth board of directors and the first extraordinary general meeting of the company in 2022 on December 21, 2021 and January 7, 2022 respectively, deliberated and approved the proposal on the proposed cancellation of repurchased shares, and agreed to cancel 21500125 repurchased shares in the special securities account for repurchases. On January 8, 2022, the company disclosed the announcement on cancellation of repurchased shares and reduction of registered capital notice to creditors (p.2022-002). Within 45 days from the date of the announcement, the company has not received any request from relevant creditors for the company to pay off its debts in advance or provide corresponding guarantee. The cancellation of the repurchased shares of the company will be completed on February 23, 2022. The follow-up company will handle the industrial and commercial change registration in accordance with the law and regulations. The specific conditions are as follows: I. implementation of repurchase
The company held the 33rd meeting of the sixth board of directors on November 9, 2018, and the third extraordinary general meeting of shareholders in 2018 on November 26, 2018. Relevant proposals such as the proposal on the plan for share repurchase through centralized bidding transaction were reviewed and approved, and the 36th meeting of the sixth board of directors was held on December 24, 2018, The proposal on the plan for share repurchase through centralized bidding transaction (Revised Draft) was reviewed and approved, and the proposal on centralized bidding transaction was disclosed on December 27, 2018 and January 22, 2019
Report on share repurchase through Time Publishing And Media Co.Ltd(600551) transaction and report on share repurchase through centralized bidding transaction (supplementary and revised draft).
According to the repurchase plan, the company plans to use its own funds of no less than 200 million yuan and no more than 400 million yuan to repurchase the company’s shares by means of centralized bidding transaction. The price of the repurchased shares is proposed to be no more than 11.00 yuan / share. The repurchased shares are proposed to be reduced by means of centralized bidding transaction 12 months after the completion of the company’s repurchase. If the reduction is not implemented or completed, The above repurchased shares will be cancelled within 3 years after the completion of the company’s repurchased shares. The term of share repurchase shall be no more than 6 months from the date when the company’s general meeting of shareholders deliberates and approves the repurchase plan. For details, please refer to the company’s website published in China Securities Journal, Shanghai Securities News, securities times and Shanghai Stock Exchange（ http://www.sse.com.cn. ）Relevant announcements.
During the period from December 27, 2018 to March 22, 2019, the company completed the share repurchase, and actually repurchased 21500125 shares of the company, accounting for 4.25% of the total share capital of the company. The maximum repurchase price was 10.99 yuan / share, the minimum repurchase price was 8.56 yuan / share, the average repurchase price was 9.37 yuan / share, and the total amount of funds used was 201.516 million yuan (including stamp duty, commission and other transaction expenses). The number of shares, repurchase price and total amount of funds actually repurchased this time are in line with the repurchase plan deliberated and approved by the general meeting of shareholders of the company. There is no difference between the actual implementation and the originally disclosed repurchase plan. The company has completed the repurchase according to the disclosed plan. For details, please refer to China Securities Journal, Shanghai Securities News, securities times and the website of Shanghai Stock Exchange published by the company on March 23 and March 26, 2019（ http://www.sse.com.cn. ）Announcement on the implementation results of share repurchase and share changes and announcement on the correction of the implementation results of share repurchase and share changes.
2、 Approval procedures for cancellation of repurchased shares
The company held the 69th meeting of the sixth board of directors and the first extraordinary general meeting of shareholders in 2022 on December 21, 2021 and January 7, 2022 respectively, and deliberated and adopted the proposal on the proposed cancellation of repurchase shares and the proposal on Amending the articles of association of the company, The company plans to cancel 21500125 repurchased shares deposited in the company’s special securities account for repurchases, accounting for 4.25% of the company’s total share capital, in accordance with the company law and the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 7 – repurchases of shares and other relevant provisions. After the cancellation, the registered capital of the company will be changed from 505825296 yuan to 484325171 yuan. The company will revise the relevant provisions of the articles of association accordingly, and go through the corresponding industrial and commercial change registration and other procedures for the above matters after the cancellation of the corresponding stock repurchase. For details, please refer to China Securities Journal, Shanghai Securities Journal, securities times and other publications published by the company on December 22, 2021 and January 8, 2022
Time Publishing And Media Co.Ltd(600551) Shanghai Stock Exchange website（ http://www.sse.com.cn. ）Suggestive announcement on the proposed cancellation of repurchased shares, announcement on Amending the articles of association and announcement on the resolution of the first extraordinary general meeting of shareholders in Time Publishing And Media Co.Ltd(600551) 2022.
3、 Cancellation of repurchased shares
Since the cancellation of repurchased shares will involve the reduction of registered capital, according to the provisions of the company law and other relevant laws and regulations, the company disclosed the announcement on the cancellation of repurchased shares and the reduction of registered capital to creditors (p.2022-002) on January 8, 2022. Within 45 days from the date of announcement, The company has not received any request from relevant creditors for the company to pay off its debts in advance or provide corresponding guarantee.
At present, the company has submitted the relevant application for cancellation of the repurchased shares to Shanghai Stock Exchange. The cancellation of the repurchased shares will be completed on February 23, 2022, and the subsequent company will handle the industrial and commercial change registration in accordance with laws and regulations.
4、 Changes in the company’s share capital structure after the cancellation of repurchased shares
After the cancellation, the total number of shares of the company will be changed from 505825296 to 484325171, and the shareholding ratio of Anhui Publishing Group Co., Ltd., the controlling shareholder of the company, will be increased from 59.45% to 62.09%. The specific equity structure changes are as follows:
Unit: shares
Before category change and after this change
Tradable shares without sale conditions 505825296 – 21500125 484325171
Tradable shares with limited sales conditions 0
Total 505825296 – 21500125 484325171
It is hereby announced.
Time Publishing And Media Co.Ltd(600551) board of directors February 23, 2022
