Securities code: Greattown Holdings Ltd(600094) , 900940 securities abbreviation: Greattown Holdings Ltd(600094) , Greattown Holdings Ltd(600094) B Announcement No.: 2022021 Greattown Holdings Ltd(600094)
With regard to the announcement of the share repurchase plan by means of centralized bidding transaction, 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:
Type of repurchased shares: RMB ordinary shares (A shares).
Repurchase method: centralized bidding transaction.
Purpose of repurchasing: the purpose of repurchasing shares is "necessary to maintain the value of the company and shareholders' rights and interests". The repurchased shares will be used for cancellation and sale. 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 amount of shares repurchased this time.
Total repurchase funds: the total amount of funds to be used in this repurchase is no less than RMB 200 million and no more than RMB 40 million. The specific amount of repurchased shares shall be subject to the actual amount of repurchased shares at the expiration of the repurchase period.
Repurchase price: no more than 5.76 yuan / share. The specific repurchase price will be determined during the implementation of the repurchase in combination with the company's stock price, financial status and operating conditions. Repurchase period: from the date when the company's board of directors deliberates and approves the repurchase plan, it shall not exceed the repurchase fund source: the company's own funds.
Whether there is a reduction plan for relevant shareholders: the company's directors, supervisors, senior managers, controlling shareholders, actual controllers and shareholders holding more than 5% have no plans to reduce the company's shares in the next three months and six months.
Relevant risk tips:
1. In this repurchase plan, the stock price of the company may continue to exceed the disclosed upper limit of the repurchase price, or the funds required for the repurchase of shares may not be in place due to the impact of macroeconomic regulation, tightening of credit policies, temporary business needs and other factors, resulting in the failure to implement the repurchase plan as planned;
2. There may be risks of changing or terminating the repurchase plan according to the rules due to major changes in the company's production and operation, financial status and external objective conditions; 3. If the repurchased shares are used for cancellation, the company needs to convene a general meeting of shareholders to make a resolution on the cancellation of repurchased shares, and there may be relevant risks caused by the failure of the general meeting of shareholders;
4. If the subsequent regulatory authorities may issue new regulations and requirements on the share repurchase of listed companies, resulting in the non-compliance of this repurchase plan with the new regulatory regulations and requirements, there is a risk that this repurchase plan cannot be implemented or needs to be adjusted.
This repurchase plan does not represent the company's commitment to repurchase the company's shares in the secondary market. The company will make a repurchase decision according to the market conditions during the repurchase period and implement it, and fulfill the obligation of information disclosure in time according to the progress of the repurchase of shares. Please pay attention to investment risks.
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for share repurchase of listed companies (No. [2022] 4) of the China Securities Regulatory Commission, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 7 - share repurchase and other relevant laws and regulations, Greattown Holdings Ltd(600094) (hereinafter referred to as "the company" or "the company") has formulated a share repurchase plan, The details are as follows:
1、 Review and implementation procedures of repurchase scheme
On April 1, 2022, the company held the 16th meeting of the 8th board of directors by video. All directors attended the meeting and deliberated and adopted the plan on repurchase of shares of the company by centralized bidding transaction (hereinafter referred to as the "repurchase plan") with 9 affirmative votes, 0 negative votes and 0 abstention votes. The independent directors have expressed their consent on this matter.
According to Article 24 of the articles of association, the repurchase plan can be implemented after being deliberated and approved at the meeting of the board of directors attended by more than two-thirds of the directors, and there is no need to submit it to the general meeting of shareholders for deliberation.
2、 Main contents of repurchase plan
(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.
(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 repurchasing shares, the company has the ability of debt performance and sustainable operation; 3. After the share repurchase, the equity distribution of the company meets the listing conditions;
4. Other conditions stipulated by the CSRC and the bourse.
(III) types of repurchased shares: RMB ordinary shares (A shares).
(IV) way of Share Repurchase: centralized bidding transaction.
(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.
The purpose of this share repurchase complies with the relevant provisions of Article 2 of the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 7 - share repurchase.
(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: Based on the upper limit of 5.76 yuan / share of the price of the repurchased shares, assuming that all the repurchases are implemented, it is calculated based on the lower limit of 200 million yuan (including this number) and the upper limit of 40 million yuan (including this number) of the repurchased funds
The number of shares repurchased is as follows. The specific number of repurchases is based on the shares actually repurchased when the repurchase is completed
Quantity shall prevail.
Repurchase Fund: 200 million yuan (including principal amount); repurchase Fund: 40 million yuan (including principal amount)
The purpose of share repurchase accounts for the total number of share repurchase funds (shares) accounts for the total period of share repurchase funds (shares)
Current proportion (10000 yuan)
Cancellation and sale of 347222221.40% 2 Shenzhen Overseas Chinese Town Co.Ltd(000069) 4444442.81% 400003 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
(VII) repurchase price:
The share repurchase price does not exceed 5.76 yuan / share, and does not exceed that of the board of directors
150% of the average trading price of the company's shares 30 trading days before the share repurchase resolution.
specific
The repurchase price will be combined with the company's stock price, financial status and economic conditions during the implementation of the repurchase
Battalion status determination. (average transaction price: 30 days before the board of directors adopts the resolution on share repurchase)
(calculated by dividing the total amount of stock transactions in the first trading day by the total amount of stock transactions.)
If the company changes its capital reserve into share capital, distributes shares or cash during the repurchase period
Ex rights and ex dividend matters such as cash dividends, stock subdivision and stock reduction shall begin on the date of ex rights and ex dividend of stock price
Since then, the repurchase shall be adjusted accordingly in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange
Share price cap.
(VIII) source of repurchase funds: all the funds for this share repurchase are from the company
There are funds.
(IX) term of Repurchase: from the date when the board of directors deliberates and approves the repurchase plan
Within 3 months. The company will, in accordance with the authorization of the board of directors, according to the market conditions during the repurchase period
The situation chooses the opportunity to make a repurchase decision and implement it.
During the implementation of the repurchase, the trading of the company's shares has been suspended for 10 consecutive times due to the planning of major events
If the trading day is over, the repurchase plan will be postponed and disclosed in time after the resumption of trading of shares. 1. If the following conditions are met, the repurchase period will expire in advance:
(1) If the use amount of the repurchase fund reaches the maximum within this period, the implementation of the repurchase plan is completed, that is, the repurchase period 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.
2. According to the regulations, the company shall not repurchase its shares during the following periods:
(1) 10 months before the announcement of the company's regular report, performance forecast or performance express
Within the trading day;
(2) From the date of occurrence of major events that may have a significant impact on the company's stock trading price or in the process of decision-making to 2 trading days after disclosure according to law;
(3) Other circumstances prescribed by the CSRC and the Shanghai Stock Exchange.
(x) expected changes in the company's equity structure after Repurchase:
If the repurchase plan is fully implemented according to the maximum repurchase price of 5.76 yuan / share
At the end of the period, it is measured according to the lower limit of 200 million shares repurchased and the upper limit of 40 million shares repurchased
If all the repurchased shares are used for cancellation, the changes in the company's equity structure are as follows. The actual changes of the company's ownership structure shall be subject to the implementation. 1. It is assumed that the shares to be sold are sold in the secondary market and the shares to be cancelled have been cancelled
Before and after repurchase
The share class is calculated according to the lower limit of repurchased and cancelled shares and the upper limit of repurchased and cancelled shares
Number of shares in total share capital number of shares in total share capital proportion of shares in total share capital proportion of shares
Non tradable shares 2475325057100% 2457963946100% 2440602835100%
Restricted tradable shares 0 0 0 0 0
Total 2475325057100% 2457963946100% 2440602835100%
Note: the table data may have a bit difference due to calculation
2. Assuming that the shares to be sold have not been sold, all the repurchased shares will be cancelled
Before and after repurchase
Share class share quantity in total share capital share quantity in total share capital share quantity in total share capital (share) proportion (share) proportion (share)
Non tradable shares 2475325057100% 2440602835100% 2405880613100%
Restricted tradable shares 0 0 0 0 0
Total 2475325057100% 2440602835100% 2405880613100%
Note: the table data may have a bit difference due to calculation
（11） Analysis of the possible impact of share repurchase on the company's daily operation and financial situation in the future
