Securities code: 600077 securities abbreviation: Sundy Land Investment Co.Ltd(600077) Announcement No.: pro 2022-019 Sundy Land Investment Co.Ltd(600077)
With regard to the announcement on the failure to complete the repurchase and termination of the repurchase of the company’s shares on schedule, 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 company held the 34th meeting of the 10th board of directors on January 21, 2022, deliberated and adopted the proposal on terminating the repurchase of shares of the company, and the relevant information is hereby announced as follows:
1、 Basic information on the company’s share repurchase
On January 22, 2021, the 25th meeting of the 10th board of directors of the company deliberated and approved the proposal on share repurchase plan by centralized bidding, and disclosed the report on share repurchase by centralized bidding on January 28, 2021. The company plans to repurchase the company’s shares by centralized bidding, And all of them are used to implement the equity incentive plan in the later stage. The total share repurchase funds shall not be less than RMB 130 million and not more than RMB 260 million, and the repurchase price shall not exceed RMB 4.61/share. The term of share repurchase shall not exceed 12 months from the date when the board of directors of the company deliberates and approves the repurchase plan. (for details, please refer to Announcement No. Lin 2021-004, Lin 2021-006 and Lin 2021-012 disclosed by the company).
On July 23, 2021, the company completed the 2020 annual profit distribution plan, and the share repurchase price of the company was adjusted to no more than RMB 4.6006/share in accordance with relevant regulations. (for details, please refer to announcement Lin 2021-078 disclosed by the company.)
Up to now, the company has repurchased 2625000 shares, with the lowest transaction price of 3.012 yuan / share, the highest transaction price of 3.078 yuan / share, the average transaction price of 3.048 yuan / share, and the total repurchase amount paid is 7999811.00 yuan (excluding stamp duty, commission and other transaction expenses), accounting for 6.15% of the lower limit of the repurchase plan, All the repurchased shares are deposited in the special account for repurchased shares of the company for equity incentive. Up to now, the company has not fully completed the share repurchase plan.
2、 Main reasons for terminating share repurchase and decision-making procedures
Since the announcement of the repurchase plan on January 23, 2021, with the continuation of the real estate macro-control policy and the implementation of the “three red lines” and other regulatory policies of real estate enterprises, the company’s external environment has been continuously tightened, and the company’s business environment is facing phased challenges. On the one hand, according to the latest audited annual report, the net profit attributable to shareholders of Listed Companies in 2020 was 352 million yuan, a decrease of 40.08% over the same period of last year, and the net profit attributable to shareholders of Listed Companies in the first three quarters of 2021 was 61 million yuan, a decrease of 63.40% over the same period of last year. The gross profit margin of the company in 2018, 2019, 2020 and the first three quarters of 2021 (unaudited data in the first three quarters of 2021) were 42.74%, 40.93%, 22.17% and 20.30% respectively, showing a downward trend.
On the other hand, since this year, the company has strengthened the implementation of the safety management of the company’s capital liquidity as the first guidance to improve the use efficiency of funds. In order to maintain the sustainable development of the company’s real estate business within a reasonable capital range, the company has abandoned the plot of Hang Zheng Chu Chu [2021] No. 8 (see Lin 2021-076 and Lin 2021-080 announcements disclosed by the company for details). In 2021, the company’s monetary capital is mainly used for the main business and the cashing of due financing products, mainly including corporate bonds, house purchase balance ABS, etc., with a total cashing of about 923 million yuan. According to the regular reports disclosed by the company, the balance of cash and cash equivalents of the company was RMB 3.782 billion at the end of September 2021, which was slightly higher than that at the beginning of 2021 (RMB 3.282 billion), but it was mainly used for the operation of the project itself. Affected by the tightening of the pre-sale fund supervision policy of the project company, the company needs to concentrate funds to ensure the project operation and main business turnover.
In order to ensure the stable operation of the company, continue to achieve healthy development and give better play to the role of funds in the production and operation of the company, the company gives priority to investing funds in the main business and sustainable development of the company in combination with capital needs, and further improves the efficiency of fund use on the premise of risk control. After careful study, the board of directors decided to terminate the share repurchase plan.
On January 21, 2022, the company held the 34th meeting of the 10th board of directors. The members of the board of directors unanimously deliberated and adopted the proposal on terminating share repurchase. The board of directors of the company agreed to terminate the scheme of share repurchase in order to ensure the safe and steady development of the company’s main business. The share repurchase plan expires on the date when the board of directors deliberates and adopts the proposal on termination of share repurchase of the company.
The independent directors of the company expressed independent opinions on the termination of Share Repurchase: in order to ensure the stable operation of the company and the priority of funds to be invested in the daily operation of the company, the board of directors of the company decided to terminate the share repurchase after careful study. The termination of the repurchase of the company’s shares complies with the provisions of relevant laws and regulations and the articles of association. This matter will not have an adverse impact on the company and small and medium-sized investors, and will not damage the legitimate rights and interests of all shareholders. We agree to terminate the share repurchase.
3、 Impact of termination of share repurchase on the company
The termination of the repurchase of the company’s shares complies with relevant laws, regulations and the articles of association. There is no damage to the interests of the company and all shareholders, especially minority shareholders, and will not have an adverse impact on the company’s financial status and normal production and operation.
The board of directors of the company apologized for the inconvenience caused to investors by terminating the repurchase of the company’s shares without reaching the lower limit of the repurchase plan (i.e. RMB 130 million).
4、 Documents for future reference
1. Resolutions of the 34th meeting of the 10th board of directors of the company;
2. Independent opinions expressed by independent directors.
It is hereby announced.
Sundy Land Investment Co.Ltd(600077) board of directors January 22, 2022
