Securities code: Gree Real Estate Co.Ltd(600185) stock abbreviation: Gree Real Estate Co.Ltd(600185) No.: pro 2022026
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)
Special notice on the announcement of the proposed cancellation of the second repurchase of the remaining 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:
Purpose of repurchase before this change: the purpose of the company’s second share repurchase is for employee stock ownership plan.
Purpose of repurchase after this change: the remaining shares repurchased by the company for the second time shall be cancelled and the registered capital shall be reduced accordingly.
The company held the 27th meeting of the 7th board of directors on March 24, 2022, deliberated and adopted the proposal on cancellation of the second repurchase of remaining shares, and now the relevant matters are announced as follows:
1、 Overview and implementation of the second share repurchase scheme
At the 54th meeting of the 6th board of directors held on January 30, 2019, the company deliberated and adopted the proposal on the second share repurchase scheme, and disclosed the repurchase report on the second share repurchase on February 1, 2019. 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 February 19, 2019, the Company repurchased its shares for the second time and implemented the repurchase for the first time. On March 19, 2019, the company completed the repurchase according to the disclosed plan, and actually repurchased 49095061 shares of the company, with a total capital of 239466400 yuan.
On December 22, 2021, the 22nd Meeting of the 7th board of directors held by the company deliberated and approved the proposal on changing the purpose of the second repurchase of shares, which changed the purpose of the second repurchase of shares to be used for the employee stock ownership plan, which can be implemented in one time or by stages. For example, the repurchased shares cannot be fully 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 separate disposal of some shares not granted.
The 24th Meeting of the 7th board of directors held on January 25, 2022 and the 2nd extraordinary general meeting of 2022 held on February 16, 2022 reviewed and approved the sixth phase of employee stock ownership plan of Gree Real Estate Co.Ltd(600185) Co., Ltd. (Draft) and its summary and the proposal on the cancellation of the second share repurchase, and agreed to implement the sixth phase of employee stock ownership plan, The stock source is the shares repurchased for the second time in the company’s special securities account for repurchase. It is expected that 36834016 shares of the second repurchased shares will be granted to the sixth employee stock ownership plan, and the remaining 12261045 shares in the second repurchased shares except for the sixth employee stock ownership plan will be cancelled and the registered capital will be reduced accordingly. At present, the cancellation procedure has not been completed.
2、 Specific contents of this change in the purpose of share repurchase and cancellation
29660800 shares of the company’s shares held in the company’s special securities repurchase account have been transferred to the sixth phase of the company’s employee stock ownership plan in the form of non trading transfer, and the remaining 7173216 shares have not been granted.
Based on the consideration of 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 plans to change the purpose of the remaining 7173216 shares of the second repurchase not granted, as follows:
Before and after the change of scheme period
The second repurchase of share capital the repurchase purpose of the shares repurchased this time the remaining repurchased shares will be cancelled and the plan is for the employee stock ownership plan to reduce the registered capital accordingly.
In addition to the above changes, other contents of the company’s second share repurchase plan remain unchanged.
3、 Rationality, necessity and feasibility analysis of change
This change in the purpose of repurchasing shares complies with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of the Shanghai Stock Exchange, the self regulatory guidelines for listed companies of the Shanghai Stock Exchange No. 7 – repurchasing shares and other laws and regulations. It aims to safeguard the interests of investors, enhance investors’ confidence in the company and comply with the company’s development strategy and business plan, There is no situation that damages the interests of the company and shareholders, especially minority 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 repurchased shares this time, the company will cancel 7173216 repurchased shares and reduce the registered capital accordingly. The number of shares to be cancelled accounts for 0.38% of the current total share capital of the company. The company believes that this 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 procedure performed
The change was deliberated and adopted at the 27th meeting of the seventh board of directors held on March 24, 2022.
According to the articles of association and relevant regulations, the cancellation of repurchased 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 expressed the following independent opinions:
The company will cancel the remaining shares bought back for the second time and reduce the registered capital accordingly, which complies with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 7 – share repurchase and other relevant provisions, and the voting procedures comply with the provisions of laws, regulations and the articles of association of the company, There is no situation that damages the interests of the company and shareholders, especially minority shareholders; The cancellation of the repurchased shares conforms to 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
March 25, 2002
