Securities code: 600185 stock abbreviation: Gree Real Estate Co.Ltd(600185) No.: pro 2022-009
Bond Code: 150385, 143195, 143226, 151272, 188259
Bond abbreviation: grid 18 01, grid 18 02, grid 18 03, grid 19 01, grid 21 02
Gree Real Estate Co.Ltd(600185)
Special notice on the announcement of the proposed cancellation of part of the second share repurchase
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:
Purpose of repurchase before this change: the purpose of the company’s second share repurchase is for employee stock ownership plan.
Purpose of repurchase after this change: except for the sixth employee stock ownership plan, the remaining repurchase shares shall be cancelled and the registered capital shall be reduced accordingly.
The company held the 24th Meeting of the 7th board of directors on January 25, 2022, deliberated and adopted the proposal on cancellation of the second share repurchase, and now the relevant matters are announced as follows:
1、 Overview and implementation of the second share repurchase scheme
At the 54th meeting of the 6th board of directors held on January 30, 2019, the company deliberated and adopted the proposal on the second share repurchase scheme, and disclosed the repurchase report on the second share repurchase on February 1, 2019. The total repurchase funds shall not be less than 200 million yuan (including 200 million yuan) and not more than 300 million yuan (including 300 million yuan), and the repurchase period shall not exceed 12 months from the date when the board of directors deliberates and approves the share repurchase plan.
On February 19, 2019, the Company repurchased its shares for the second time and implemented the repurchase for the first time. On March 19, 2019, the company completed the repurchase according to the disclosed plan, and actually repurchased 49095061 shares of the company, with a total capital of 239466400 yuan.
On December 22, 2021, the 22nd Meeting of the seventh board of directors held by the company considered and approved the proposal on changing the purpose of the second share repurchase, which changed the purpose of the second share repurchase to the employee stock ownership plan.
2、 Main contents of change
Based on the company’s development strategy and business planning, in order to safeguard the interests of investors and enhance investors’ confidence in the company, the company decided to change the purpose of share repurchase, as follows:
Before and after the change of scheme period
In addition to being used for the sixth phase of the employee stock ownership plan, the second repurchase of share capital is used for the repurchase of shares
The remaining repurchased shares will be cancelled and the corresponding scheme will be used for the employee stock ownership plan
The registered capital should be reduced.
In addition to the above changes, other contents of the company’s second share repurchase plan remain unchanged.
3、 Rationality, necessity and feasibility analysis of change
This change in the purpose of share repurchase complies with the provisions of the company law, the detailed rules for the implementation of share repurchase by listed companies of Shanghai Stock Exchange and other laws and regulations, complies with the company’s development strategy and business plan, and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
4、 Description of the impact of the change on the company’s debt performance ability, sustainable operation ability and shareholders’ equity
After changing the purpose of repurchased shares this time, the company will cancel 12261045 repurchased shares and reduce the registered capital accordingly. The number of shares to be cancelled accounts for 0.63% of the current total share capital of the company. The company believes that this change in the purpose of share repurchase will not have a significant impact on the company’s debt performance ability, sustainable operation ability and shareholders’ equity. The implementation of the share repurchase plan will not lead to the company’s equity distribution not meeting the listing conditions, nor will it affect the company’s listing status.
5、 Change the decision-making procedure performed
The change was deliberated and adopted at the 24th Meeting of the 7th board of directors held on January 25, 2022.
According to the articles of association and relevant regulations, the cancellation of repurchased shares and the corresponding reduction of registered capital need to be submitted to the general meeting of shareholders for deliberation and notify creditors.
6、 Opinions of independent directors
The independent directors of the company expressed the following independent opinions:
The company changed the purpose of the second share repurchase to cancel and reduce the registered capital accordingly, which complies with the company law, the detailed rules for the implementation of share repurchase by listed companies on Shanghai Stock Exchange and other relevant provisions, the voting procedures comply with the provisions of laws, regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders; The company’s change in the purpose of share repurchase is in line with the company’s development strategy and business plan, and will not have a significant impact on the company’s business activities, financial status and future development, and will not affect the company’s listing status. To sum up, we agree to this motion.
It is hereby announced.
Gree Real Estate Co.Ltd(600185)
Board of directors
January 25, 2002
