Securities code: Arts Group Co.Ltd(603017) securities abbreviation: Arts Group Co.Ltd(603017) Announcement No.: 2022039 Arts Group Co.Ltd(603017)
Announcement on the company’s change in the purpose of share repurchase and cancellation
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 Arts Group Co.Ltd(603017) (hereinafter referred to as “the company”) held the 23rd Meeting of the 4th board of directors on May 20, 2022, deliberated and approved the proposal on the company’s change of the purpose of share repurchase and cancellation, and planned to change the purpose of share repurchase and cancel the shares. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The details are as follows:
1、 Implementation of repurchase
1. Arts Group Co.Ltd(603017) (hereinafter referred to as “the company”) deliberated and approved the proposal on repurchasing the company’s shares to implement the restricted stock incentive plan and other proposals at the seventh meeting of the third board of directors held on June 15, 2018 and the first extraordinary general meeting of shareholders held in 2018 on July 4, 2018. According to the share repurchase plan disclosed by the company, the company repurchases the company’s shares with its own funds through centralized bidding transaction. The purpose of the repurchased shares is to implement the grant of restricted shares in the company’s 2018 stock option and restricted stock incentive plan. The number of repurchased shares shall not exceed 5.2 million, and the average price of repurchased shares shall not exceed RMB 17.97/share, For details, see the announcement on the implementation of restricted stock incentive plan by repurchasing social public shares (Announcement No.: 2018021) disclosed by the company on June 19, 2018.
According to the share repurchase plan disclosed by the company, the Company repurchased 5188858 shares of the company through a centralized bidding transaction through a special securities repurchase account. The highest transaction price was 10.60 yuan / share and the lowest price was 8.46 yuan / share. The total amount of funds paid was 508703407 yuan (including transaction expenses), and the average price was 9.804 yuan / share. For details, see the announcement on the results of share repurchase of the company (Announcement No.: 2018047) disclosed by the company on November 15, 2018.
At the 12th meeting of the third board of directors held on December 5, 2018, the company deliberated and approved the proposal on granting stock options and restricted shares to incentive objects, and planned to determine December 5, 2018 as the grant date, granting 5188858 million restricted shares to 59 incentive objects. In the process of granting registration, in addition to one incentive object giving up the subscription of 1000 restricted shares, the company actually received the subscription amount of restricted shares paid by 58 incentive objects in monetary funds, and the actual number of registered restricted shares was 518785800. See the announcement on the grant of stock options and restricted stock incentive plan in 2018 (Announcement No.: 2018066) and the announcement on the grant results of stock options and restricted stock in 2018 (Announcement No.: 2019001) disclosed by the company on December 6, 2018 and January 3, 2019 for details.
2. Arts Group Co.Ltd(603017) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the second repurchase of shares of the company in 2018 at the 11th meeting of the third board of directors held on November 16, 2018 and the second extraordinary general meeting of shareholders held on December 5, 2018, which was posted on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on December 7, 2018 And Shanghai Securities News published the report on the repurchase of the company’s shares for the second time in 2018 (Announcement No.: 2018069). At the 14th meeting of the third board of directors held on April 3, 2019, the company deliberated and adopted the proposal on adjusting some contents of the second share repurchase plan in 2018 and other proposals.
According to the share repurchase plan disclosed by the company, the company repurchases the company’s shares with its own funds through centralized bidding transaction, and the shares repurchased this time are used for subsequent equity incentive plans. The total amount of repurchase funds shall not be less than 30 million yuan, not more than 60 million yuan, the repurchase price shall not exceed 15.88 yuan / share, and the period of share repurchase shall not exceed 6 months from the consideration and adoption of the plan by the general meeting of shareholders (December 5, 2018 to June 4, 2019). The purpose of the company’s share repurchase is equity incentive. The company will grant and transfer shares in accordance with the provisions of relevant laws and regulations such as share repurchase and equity incentive. If the company fails to implement the above purpose within 36 months after the completion of share repurchase, all the repurchased shares will be cancelled. For details, please refer to the plan for the second share repurchase in 2018 (Announcement No.: 2018050) and the announcement on adjusting the second share repurchase plan in 2018 (Announcement No.: 2019017) disclosed by the company on November 19, 2018 and April 5, 2019 respectively.
During the period from December 5, 2018 to June 4, 2019, the company completed the share repurchase. The actual number of shares repurchased was 2380000, the minimum transaction price was 11.83 yuan / share, the maximum transaction price was 13.103 yuan / share, and the total amount paid was 30166185 yuan (excluding transaction costs). The number of shares, repurchase price and total amount of funds actually repurchased this time comply 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 and disclosed the announcement on the implementation results of the second repurchase in 2018 (Announcement No.: 2019031) on June 5, 2019. 2、 Reason and quantity of this change of use and cancellation
According to the above two share repurchase plans disclosed by the company, the shares repurchased by the company were originally planned to be used in the equity incentive plan. If the company fails to implement the above purpose within 36 months after the completion of share repurchase, all the corresponding non transferred repurchase shares will be cancelled.
Since the completion of share repurchase, the company has continuously studied the implementation feasibility of the above purpose of share repurchase and actively promoted relevant work. However, considering that the repurchased shares can only be used for the equity incentive plan, the overall strategic deployment and time arrangement of the company, the company will not actually implement the planned use of the remaining 2381000 shares not transferred in the above two share repurchases.
In accordance with the company law, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 7 – share repurchase and the share repurchase plan disclosed by the company, the company plans to change and cancel the purpose of the above remaining non transferred 2381000 shares, change the purpose of the shares to “the purchased shares will be used for cancellation to reduce the registered capital”, and handle the relevant cancellation procedures in time according to the regulations.
3、 Impact of this cancellation on the company
(I) impact on the company’s ownership structure
After the cancellation, the total number of shares of the company will be changed from 278514728 shares to 276133728 shares. The specific equity structure is expected to change as follows:
Unit: shares
Category before current change amount after current change
Shares with limited sales conditions 22795 Beijing Join-Cheer Software Co.Ltd(002279) 50
Shares without sale conditions 278286778 – 23810 Guangdong Tonze Electric Co.Ltd(002759) 05778
Total 278514728 – 23810 Zhejiang Construction Investment Group Co.Ltd(002761) 33728
(II) impact on the company’s financial situation and operating results
The cancellation of the repurchased shares will not have a significant impact on the company’s financial status and operating results, and there will be no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders. It will not lead to the company’s equity distribution not meeting the listing conditions, nor will it affect the company’s listing status.
4、 Opinions of independent directors
If the proposal for share repurchase and cancellation is not in line with the company’s strategic development plan, it will not affect the company’s future development and will not be submitted to the shareholders’ meeting for deliberation, which will not affect the company’s development plan, and will not affect the company’s business purpose.
5、 Opinions of the board of supervisors
This change in the purpose of repurchased shares and cancellation does not harm the interests of the company and all shareholders. It is agreed that the company will cancel the repurchased shares and submit the proposal to the general meeting of shareholders for deliberation.
It is hereby announced.
Arts Group Co.Ltd(603017) board of directors may 21, 2022
