Securities code: Greattown Holdings Ltd(600094) , 900940 securities abbreviation: Greattown Holdings Ltd(600094) , Greattown Holdings Ltd(600094) B Announcement No.: 2022022 Greattown Holdings Ltd(600094)
Announcement on the resolutions of the 16th meeting of the 8th board of directors
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 The 16th meeting of the 8th board of directors of Greattown Holdings Ltd(600094) (hereinafter referred to as "the company" or "the company") was held by video conference on April 1, 2022. Prior to the meeting, a written notice was sent to all directors as required. The convening of the meeting complies with the relevant provisions of the company law and the articles of association, and the convening of the meeting is legal and effective. There were 9 directors who should attend the meeting and 9 actually attended the meeting. Mr. Yu Peiyu, chairman of the board of directors, presided over the meeting. The meeting considered and passed the following proposals:
1、 The proposal on the main provisions of the plan for repurchase of shares by means of centralized bidding transaction was deliberated and adopted one by one.
(I) purpose of share repurchase
Based on the confidence in the company's future development prospects and the recognition of the company's investment value, in order to enhance investor confidence, safeguard the company's value and shareholders' rights and interests, and help the company's long-term development, after comprehensive consideration of the company's development strategy, operation, financial status and other factors, the company plans to repurchase the company's A-Shares with its own funds.
Voting status of the proposal: 9 in favor, 0 against and 0 abstention.
(II) the repurchased shares meet the relevant conditions
The repurchased shares meet the relevant conditions: 1. The company's shares have been listed for one year; 2. After this share repurchase, the company has the ability to perform its debts and the ability of sustainable operation; 3. After this share repurchase, the equity distribution of the company still meets the listing conditions; 4. Other conditions stipulated by the CSRC.
Voting status of the proposal: 9 in favor, 0 against and 0 abstention.
(III) types of repurchased shares: RMB ordinary shares (A shares).
Voting status of the proposal: 9 in favor, 0 against and 0 abstention.
(IV) way of Share Repurchase: centralized bidding transaction.
Voting status of the proposal: 9 in favor, 0 against and 0 abstention.
(V) purpose of Share Repurchase:
The purpose of the repurchased shares is "necessary to maintain the company's value and shareholders' rights and interests". The repurchased shares will be cancelled and sold in accordance with the regulations. The amount of shares to be used to reduce the cancellation of registered capital and for sale in the secondary market shall not exceed half of the total number of shares repurchased this time. If the company fails to implement the above-mentioned sale within 36 months after the completion of share repurchase, the unimplemented part will be cancelled according to relevant procedures.
Voting status of the proposal: 9 in favor, 0 against and 0 abstention.
(VI) total amount, quantity and proportion in the total share capital of the company:
Total repurchase funds: the total repurchase funds shall not be less than 200 million yuan (including this amount) and not more than 400 million yuan (including this amount). The specific amount of shares repurchased shall be subject to the actual amount of shares repurchased at the expiration of the repurchase period.
Number of shares repurchased: according to the upper limit of the price of repurchased shares of 5.76 yuan / share, assuming that this repurchase is fully implemented, the number of shares repurchased is calculated based on the lower limit of the repurchase fund of 200 million yuan (including this number) and the upper limit of the repurchase fund of 40 million yuan (including this number).
The specific number of repurchases shall be subject to the actual number of shares repurchased when the repurchase is completed.
Repurchase Fund: 200 million yuan (including principal amount); repurchase Fund: 40 million yuan (including principal amount)
Repurchase purpose: the proportion of the number of repurchases in the total capital stock repurchase funds, the total number of repurchases in the total capital stock repurchase funds, the total repurchase period (shares) (10000 yuan) (shares) (10000 yuan)
Cancellation and sale 347222221.40% 2 Shenzhen Overseas Chinese Town Co.Ltd(000069) 4444442.81% 40000
3 months total 347222221.40% 2 Shenzhen Overseas Chinese Town Co.Ltd(000069) 4444442.81% 40000
Note: the table data may have a bit difference due to calculation
Voting status of the proposal: 9 in favor, 0 against and 0 abstention.
(VII) repurchase price: the price of the shares repurchased this time shall not exceed 5.76 yuan / share
The company's A-share shares were reviewed and approved by the board of directors 30 trading days before the date of this repurchase resolution
150% of the average transaction price. The specific repurchase price will be combined with the company's shares during the implementation of the repurchase
Determination of price, financial status and operation status.
Voting status of the proposal: 9 in favor, 0 against and 0 abstention.
(VIII) source of repurchase funds: all share repurchase funds are the company's own funds.
Voting status of the proposal: 9 in favor, 0 against and 0 abstention.
(IX) term of Repurchase: 3 days from the date when the board of directors deliberates and approves the repurchase plan
Within months.
During the implementation of the repurchase, the trading of the company's shares has been suspended for 10 consecutive transactions due to the planning of major events
For more than days, the repurchase plan will be postponed and disclosed in time after the resumption of trading of shares.
If the following conditions are met, the repurchase period will expire in advance: (1) if
When the use amount of the repurchase fund reaches the maximum, the implementation of the repurchase scheme is completed, that is, the repurchase period
The time limit expires in advance from that date; (2) If the board of directors of the company decides to terminate the repurchase plan
The repurchase period shall expire in advance from the date when the board of directors decides to terminate the repurchase plan.
Voting status of the proposal: 9 in favor, 0 against and 0 abstention.
(x) relevant arrangements for cancellation or transfer according to law after share repurchase
1. Share repurchases to be sold
(1) 12 months after the announcement of the repurchase results, the company can reduce the transferable part approved by the repurchase plan by means of centralized competitive trading. The proposed reduction of the repurchased shares shall be approved by the board of directors of the company, and the reduction shall be pre disclosed 15 trading days before the first sale of shares;
(2) The funds from the repurchased shares will be used for the main business;
(3) If the shares repurchased by the company are not sold in the secondary market according to the repurchase plan, they shall be cancelled before the expiration of the three-year holding period according to relevant regulations. The shareholders' meeting of the company shall make a resolution on the cancellation of repurchased shares and fulfill the obligation of creditor notification in accordance with the relevant provisions of the company law.
2. Share repurchases to be cancelled
For the shares to be cancelled, the company shall convene a general meeting of shareholders to make a resolution on share repurchase and cancellation, and perform the obligation of notice to creditors in accordance with the relevant provisions of the company law.
Voting status of the proposal: 9 in favor, 0 against and 0 abstention.
（11） Specific authorization for handling the share repurchase
In order to cooperate with the company's share repurchase, the board of directors shall authorize the management to handle various specific matters of the share repurchase, including but not limited to:
1. To the extent permitted by laws, regulations and normative documents, formulate and adjust the specific implementation plan of this repurchase according to the specific situation of the company and the market, including but not limited to repurchase timing, repurchase price, repurchase quantity and other matters related to this repurchase;
2. Sign, execute, modify and complete all documents related to this repurchase, and disclose relevant information in accordance with relevant laws, regulations and listing rules;
3. Establish a special securities account for repurchase or other relevant securities accounts;
4. In addition to the matters required to be voted by the board of directors and the general meeting of shareholders of the company in accordance with relevant laws, regulations, normative documents and the articles of association, make corresponding adjustments to the matters related to the repurchase according to the opinions of regulatory authorities, policy changes or changes in market conditions, or decide whether to continue the whole or part of the repurchase according to the actual situation;
5. Handle other matters related to this repurchase.
The above authorization shall be valid from the date of deliberation and approval by the board of directors to the date of completion of the above matters.
Voting of the proposal: 9 in favor, 0 against and 0 abstention
2、 The full text of Greattown Holdings Ltd(600094) on share repurchase through centralized bidding transaction was reviewed and adopted. Independent directors of the company express independent opinions. (see interim Announcement No. 2022021 announcement on the scheme of share repurchase by centralized bidding transaction for details)
Voting of the proposal: 9 in favor, 0 against and 0 abstention
It is hereby announced.
Greattown Holdings Ltd(600094) board of directors April 6, 2022
