Stock Code: 000651 stock abbreviation: Gree Electric Appliances Inc.Of Zhuhai(000651) Announcement No.: 2022-003 Gree Electric Appliances Inc.Of Zhuhai(000651)
After the first phase of repurchase of purchased shares is used in the employee stock ownership plan
Announcement of cancellation of remaining shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Gree Electric Appliances Inc.Of Zhuhai(000651) (hereinafter referred to as “the company”) held the 31st meeting of the 11th board of directors and the 23rd Meeting of the 11th board of supervisors on January 24, 2022, deliberated and adopted the proposal on the cancellation of the remaining shares after the first phase of repurchase of purchased shares for ESOP, The company plans to use the remaining 15665527 shares after the final purchase of shares in the first phase of the employee stock ownership plan for cancellation to reduce the registered capital. The board of directors requests the general meeting of shareholders to authorize the company’s management to go through the relevant procedures for the cancellation of the above shares. This proposal needs to be submitted to the general meeting of shareholders for deliberation.
The relevant information is hereby announced as follows:
1、 Share repurchase and use in phase I
On April 10, 2020, the company held the 10th meeting of the 11th board of directors, deliberated and approved the proposal on repurchase of some public shares (hereinafter referred to as “phase I repurchase”), and the repurchased shares were used for the company’s employee stock ownership plan or equity incentive. On July 17, 2020, the company carried out the first phase of repurchase and purchase of the company’s shares through centralized bidding through the repurchase special securities account for the first time. As of February 24, 2021, the implementation of the first phase of repurchase was completed, and 108365753 shares of the company were purchased through centralized bidding through the repurchase special securities account, The total transaction amount is 5999591034.74 yuan (excluding transaction costs). On November 16, 2021, the company held the 29th meeting of the 11th board of directors, deliberated and approved the proposal on canceling the remaining shares after the subscription of the first phase of the employee stock ownership plan, and planned to use the remaining 46365753 shares of the company bought back in the first phase for injection to reduce the registered capital, 62000000 shares are reserved for the implementation of the first phase of the company’s employee stock ownership plan.
On December 14, 2021, the company received the confirmation of securities transfer registration from China Securities Depository and Clearing Co., Ltd. Shenzhen Branch (hereinafter referred to as “zhongdeng Shenzhen company”), On December 13, 2021, zhongdeng Shenzhen company transferred 46334473 shares of the company from the company’s special securities repurchase account to the special account of Gree Electric Appliances Inc.Of Zhuhai(000651) – phase I employee stock ownership plan through non trading transfer, and the number of transferred shares accounted for 0.78% of the total share capital of the company.
The specific contents of the above matters are detailed in the relevant announcements of the company on cninfo.com.
2、 Reasons and contents of the cancellation of the remaining repurchased shares
In view of the fact that the first phase of the company’s employee stock ownership plan has finally completed the share purchase, combined with the actual progress of the current company’s employee stock ownership plan or equity incentive and the number of remaining treasury shares repurchased in the third phase, The company plans to change the remaining 15665527 shares bought back in the first phase from the original purpose “for the company’s employee stock ownership plan or equity incentive” to “for cancellation and reduction of the company’s registered capital”. After the cancellation of the shares, The total share capital of the company will be changed from 5914469040 shares to 5898803513 shares (the cancellation of part of the shares repurchased in the first phase and part of the shares repurchased in the third phase of the company are not considered).
3、 Changes in share capital structure before and after the share cancellation
The share capital structure before and after the share cancellation is as follows:
Before the cancellation of the repurchased shares, after the cancellation of the repurchased shares
Nature of shares number of shares (shares) in total share capital (shares) proportion of number of shares (shares) in total share capital
1、 Restrictions on sale: 43916189 0.74% – 43916189 0.74% of outstanding shares
2、 Unlimited sales note 5870552851 99.26% 15665527 5854887324 99.26% circulating shares
3、 Total share capital 5914469040 100.00% 15665527 5898803513 100.00%
Note: the final situation of the above changes in share capital structure shall be subject to the share capital structure table issued by zhongdeng Shenzhen company after the change of share repurchase purpose and cancellation. The cancellation of shares still needs to be reviewed and approved by the general meeting of shareholders of the company and apply to Shenzhen Stock Exchange and zhongdeng Shenzhen company for cancellation procedures in accordance with relevant regulations. After this share cancellation, the equity distribution of the company still meets the listing conditions and will not change the status of the company as a listed company. 4、 Impact of this share cancellation on the company
The cancellation of the remaining shares after the purchase of shares in the first phase of the employee stock ownership plan is a decision made by the company in combination with the current actual situation, which is conducive to further improving the level of earnings per share and effectively improving the return on investment of the company’s shareholders, and will not have a significant impact on the company’s financial status and operating results, There is no situation that damages the interests of the company and the rights of small and medium-sized investors.
5、 Opinions of independent directors
The company’s change and cancellation of the purpose of the first phase of repurchased shares used for the remaining shares after the employee stock ownership plan comply with the relevant provisions of laws and regulations such as the company law of the people’s Republic of China, the opinions on supporting the repurchase of shares by listed companies, and the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 9 – repurchase of shares, There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, and will not have a significant impact on the company’s debt performance ability, sustainable operation ability and shareholders’ equity. We unanimously agree to the company’s proposal on the cancellation of the remaining shares after the first phase of repurchase of purchased shares for employee stock ownership plan, and agree to submit this proposal to the general meeting of shareholders for deliberation.
6、 Opinions of the board of supervisors
The board of supervisors considered that the cancellation of the remaining shares of the company after the first phase of repurchase of purchased shares was used in the employee stock ownership plan complied with the relevant provisions of the company law, the securities law of the people’s Republic of China, the guidelines for self discipline supervision of listed companies on Shenzhen stock exchange No. 9 – repurchase of shares and other laws and regulations, and the deliberation procedures were legal and compliant, It will not have a significant impact on the company’s financial status and operating results, nor will it damage the interests of the company and all shareholders, nor will it affect the company’s listing status.
In conclusion, the board of supervisors agreed to the proposal on the cancellation of the remaining shares after the first phase of repurchase of purchased shares for ESOP.
7、 Documents for future reference
1. Resolutions of the 31st meeting of the 11th board of directors;
2. Resolutions of the 23rd Meeting of the 11th board of supervisors;
3. Independent opinions of independent directors on matters related to the 31st meeting of the 11th board of directors.
It is hereby announced.
Gree Electric Appliances Inc.Of Zhuhai(000651) board of directors January 25, 2002
