Securities code: 600185 stock abbreviation: Gree Real Estate Co.Ltd(600185) No.: lin2021-047 bond Code: 150385, 143195, 143226, 151272, 188259
Bond abbreviation: grid 18 01, grid 18 02, grid 18 03, grid 19 01, grid 21 02 Gree Real Estate Co.Ltd(600185)
Announcement on changing the purpose of initial share repurchase
hot tip
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:
Purpose of repurchase before this change: the purpose of the company’s first share repurchase is for employee stock ownership plan.
Purpose of repurchase after this change: the remaining first repurchase shares other than those already used in the employee stock ownership plan shall be cancelled and the registered capital shall be reduced accordingly.
The company held the 22nd Meeting of the 7th board of directors on December 22, 2021, deliberated and adopted the proposal on cancellation of initial repurchase shares, and now the relevant matters are announced as follows:
1、 Overview and implementation of share repurchase scheme
1. Initial share repurchase plan
At the 52nd meeting of the 6th board of directors held on December 10, 2018, the company deliberated and adopted the proposal on share repurchase plan by centralized bidding transaction, and disclosed the repurchase report on share repurchase by centralized bidding transaction on December 27, 2018. The total repurchase funds shall not be less than 200 million yuan (including 200 million yuan) and not more than 300 million yuan (including 300 million yuan), and the repurchase period shall not exceed 12 months from the date when the board of directors deliberates and approves the share repurchase plan.
On December 27, 2018, the company implemented share repurchase for the first time. On January 29, 2019, the company completed the repurchase according to the disclosed plan, and actually repurchased 51696840 shares of the company, with a total capital of 215163700 yuan, which should be transferred or cancelled within three years.
At the 56th meeting of the 6th board of directors held on April 10, 2019, the company deliberated and adopted the proposal on clarifying the purpose of the first repurchase of shares, which defined the purpose of the first repurchase of shares. The board of directors agreed to use the first repurchase of shares for the employee stock ownership plan, which can be implemented at one time or by stages, If all the repurchased shares cannot be granted due to the company’s employees’ abandonment of subscription of shares and other reasons, the company will convene the board of directors to start the procedure of separately disposing some of the shares not granted. The independent directors of the company expressed their independent opinions on the matter.
2、 Main contents of change
Based on the company’s development strategy and business planning, in order to safeguard the interests of investors and enhance investors’ confidence in the company, the company decided to change the purpose of share repurchase, as follows:
Before and after scheme period change
Except for the shares that have been used in the employee stock ownership plan, the purpose of this repurchase is
The remaining initial repurchase shares shall be cancelled in the employee stock ownership plan
And reduce the registered capital accordingly.
In addition to the above changes, other contents of the company’s initial share repurchase plan remain unchanged.
3、 Rationality, necessity and feasibility analysis of change
This change in the purpose of share repurchase complies with the provisions of the company law, the detailed rules for the implementation of share repurchase by listed companies of Shanghai Stock Exchange and other laws and regulations, complies with the company’s development strategy and business plan, and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
4、 Description of the impact of the change on the company’s debt performance ability, sustainable operation ability and shareholders’ equity
After changing the purpose of the repurchased shares, the company will cancel 40246840 repurchased shares and reduce the registered capital accordingly. The number of shares to be cancelled accounts for 2.07% of the current total share capital of the company. The company believes that the change in the purpose of share repurchase will not have a significant impact on the company’s debt performance ability, sustainable operation ability and shareholders’ equity. The implementation of the share repurchase plan will not lead to the company’s equity distribution not meeting the listing conditions, nor will it affect the company’s listing status.
5、 Change the decision-making process performed
The change was deliberated and adopted at the 22nd Meeting of the 7th board of directors held on December 22, 2021.
According to the articles of association and relevant provisions, the cancellation of initial repurchase shares and the corresponding reduction of registered capital need to be submitted to the general meeting of shareholders for deliberation and notify creditors.
6、 Opinions of independent directors
The independent directors of the company express the following independent opinions:
The purpose of the company’s share repurchase this time complies with the company law, the detailed rules for the implementation of share repurchase by listed companies of Shanghai Stock Exchange and other relevant provisions, the voting procedures comply with the provisions of laws, regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders; The company’s change in the purpose of share repurchase is in line with the company’s development strategy and business plan, and will not have a significant impact on the company’s business activities, financial status and future development, and will not affect the company’s listing status. To sum up, we agree to this motion. It is hereby announced.
Gree Real Estate Co.Ltd(600185)
Board of directors
December 22, 2001
