Securities code: 000505 200505 securities abbreviation: Hainan Jingliang Holdings Co.Ltd(000505) Jingliang B Announcement No.: 2022-005 Hainan Jingliang Holdings Co.Ltd(000505)
Announcement on listing and circulation of restricted shares after share reform
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.
Special tips:
1. The actual number of restricted shares that can be listed and circulated this time is 1299500 shares, accounting for 0.1788% of the total shares of the company; 2. The listing and circulation date of the restricted shares is February 21, 2022.
1、 Overview of split share structure reform plan
1. Consideration arrangement for split share structure reform
Hainan Jingliang Holdings Co.Ltd(000505) (hereinafter referred to as “listed company”, “company”, formerly referred to as “Zhujiang holding”) adopted the consideration arrangement of “asset sale + interest exemption + conversion of capital reserve into share capital” in the share reform: (1) the listed company transferred its holdings of Beijing FeiKai Biotechnology Co., Ltd., Beijing xinliji vacuum glass technology Co., Ltd., Beijing Wanyi Communication Technology Co., Ltd The equity premium of Beijing Dirui Computer Technology Co., Ltd. and China economic network data Co., Ltd. was sold to Beijing Xinxing Real Estate Development Corporation (hereinafter referred to as “Beijing Xinxing”), offsetting the principal of the listed company’s loan from Beijing Xinxing by 64.0489 million yuan, At the same time, the loan interest payable to Beijing Xinxing up to May 31, 2006 was exempted from 59.9502 million yuan; (2) The capital reserve is increased by 1.3 shares for every 10 shares to all shareholders, and the non tradable shareholders 1 give up their shares to the tradable A-share shareholders (2.097319 shares for every 10 shares of tradable A-shares). Therefore, the non tradable shareholders obtain the listing and circulation right of their original non tradable shares in the A-share market.
In the process of non tradable share reform, some non tradable shareholders did not explicitly agree to participate in the non tradable share reform. For those non tradable shareholders who did not explicitly agree, Beijing Wanfa Real Estate Development Co., Ltd. (hereinafter referred to as “Beijing Wanfa”), the former controlling shareholder of the listed company, pays the corresponding consideration to the circulating A-share shareholders in advance. 1 refers to the shareholders whose shares of the listed company have not been publicly traded in the exchange before the implementation of the split share structure reform plan, Including non tradable shareholders such as Beijing Wanfa Real Estate Development Co., Ltd.
According to the arrangement, Beijing Wanfa advanced shares for 25 non tradable shareholders such as Hainan Rongxin Investment Consulting Co., Ltd. during the split share structure reform. When handling the listing and circulation of non tradable shares held by them, the non tradable shareholders who were paid the consideration should first repay the consideration paid or obtain the consent of Beijing Wanfa, And the listed company shall apply to the stock exchange for the listing and circulation of such shares.
2. Date and session of the general meeting of shareholders passing the split share structure reform plan
On July 31, 2006, the relevant shareholders’ meeting of the company’s non tradable share reform A-share market deliberated and approved the non tradable share reform plan.
3. The implementation date of the split share structure reform plan is August 17, 2006.
2、 Commitments and performance made by the holders of tradable restricted shares this time
1. The implementation progress of the commitments made by the shareholders applying for the lifting of the restrictions on the sale of shares and the completion of the commitments corresponding to the lifting of the restrictions on the sale of shares
Serial No. performance of commitments and additional commitments made by holders of restricted shares
Commitments made during the split share structure reform:
1. The non tradable shares held by Beijing Wanfa shall be listed and circulated on the A-share market from the date of obtaining the listing and circulation right,
Not listed on the stock exchange for at least 36 months.
2. For some non tradable A-share shareholders who have not clearly expressed their consent, the reform plan shall be implemented
Prior to the equity registration date, the company has the right to use the audited net capital per share as of December 31, 2005
The company sold its shares to Beijing Wanfa at the price of 0.19 yuan. For the non tradable A-share shareholders who have not made a clear commitment in this part and have fulfilled their consent, Beijing Wanfa will first pay for them on behalf of the tradable A-share shareholders
Pay the corresponding consideration arrangement (non tradable A-share shareholders give up their converted shares to tradable A-shares)
Shareholders), the non tradable A-share shareholders who have been paid the consideration on their behalf are responsible for handling the non tradable shares held by them
When circulating in the market, the consideration paid on behalf of the listed company shall be repaid first or the consent of Beijing Wanfa shall be obtained
Beijing Wanfa real estate submitted an application to the stock exchange for the listing and circulation of these shares.
1. Other commitments of Industrial Development Co., Ltd.:
The company promises not to plan major asset restructuring within 6 months from May 19, 2014. The listing commitment has been fulfilled. The company, the controlling shareholder and the actual controller have promised not to plan for at least three months, which will have a serious impact on the listed company
Other matters of great influence.
Commitments made during major asset restructuring:
The commitment party will provide the information related to this transaction to Zhujiang holdings in a timely manner and ensure that the information commitment provided has been true, accurate and complete. In case of false records, misleading statements or misrepresentation of the information provided
If a major omission causes losses to Zhujiang holding or investors, it will be liable for compensation according to law.
1. The commitment party and the enterprises under its control or influence will try to avoid and reduce cooperation with Zhujiang holdings and its subsidiaries
For related party transactions between affiliated subsidiaries, the transactions between Zhujiang holdings and its subsidiaries and independent third parties that have fulfilled their market commitments will be handled by Zhujiang holdings and its subsidiaries and independent third parties
Third party.
The enterprises controlled or influenced by the commitment party will strictly avoid selling to Zhujiang holdings and its subsidiaries
The company borrows or occupies the funds of Zhujiang holdings and its subsidiaries, or misappropriates the funds of Zhujiang holdings by means of advances and debt compensation by Zhujiang holdings and its subsidiaries. 2. All necessary transactions between the commitment party and its controlled or influenced enterprises and Zhujiang holdings and its subsidiaries will be conducted in a fair and reasonable manner in strict accordance with the market principle and the general principle of equality, mutual benefit and compensation for equal value. If the transaction pricing has government pricing, the government pricing shall be implemented; If there is no government pricing, the market fair price shall be implemented; If there is no government pricing and there is no market price to refer to, the cost price shall be determined according to the cost plus a comparable reasonable profit level. 3. The related party transactions between the commitment party and its controlled or affected enterprises and Zhujiang holdings and its subsidiaries will strictly abide by the articles of association of Zhujiang holdings and the management system of related party transactions, and perform necessary legal procedures. Take the initiative to perform the avoidance obligation according to law when the Pearl River holding authority deliberates related party transactions; For related party transactions that must be reported to the competent authority for deliberation, they can be implemented only after they are deliberated and approved by the competent authority. 4. The commitment party guarantees that it will not obtain any improper benefits through related party transactions or make Pearl River Holdings and its subsidiaries bear any improper obligations. If the breach of the above commitments causes losses to Zhujiang holdings or its subsidiaries or misappropriates the interests of Zhujiang holdings or its subsidiaries through related party transactions, the losses of Zhujiang holdings and its subsidiaries shall be borne by the commitment party. Except for the target company and its subsidiaries, other enterprises controlled by the commitment party are not engaged in business that competes or may compete with the target company and its subsidiaries in any way. The commitment party makes the following commitments to avoid horizontal competition with Zhujiang holdings after the completion of this transaction: 1. The commitment party will not engage in any way in the future, including cooperation with others, directly or indirectly engage in the same, similar or competitive business with Zhujiang holdings and its subsidiaries in any aspect; 2. Will make every effort to prevent other affiliated enterprises of the commitment party from engaging in the same, similar or competitive business with Zhujiang holdings and its subsidiaries in any aspect; 3. Do not invest in companies, enterprises or other institutions and organizations whose businesses are the same as, similar to or promise to have fulfilled in any way to form competition with Zhujiang holdings and its subsidiaries; 4. Do not provide proprietary technology or trade secrets such as sales channels and customer information to other companies, enterprises or other institutions, organizations or individuals whose businesses are the same as, similar to or compete in any aspect with Zhujiang holdings and its subsidiaries; 5. If the business that the commitment party intends to engage in in in the future may compete with Zhujiang holdings and its subsidiaries, the commitment party will negotiate with Zhujiang holdings on the principle of giving priority to Zhujiang holdings and its subsidiaries. 1. If Zhujiang holdings fails to release the guarantee or guarantee provided for the debts of its subsidiaries in the assets acquired in this transaction before the second board meeting related to this transaction, and takes responsibility to the creditor or the guarantor as the guarantor, Beijing Wanfa shall be responsible for compensating the listed company. 2. The liabilities not disclosed by Zhujiang holdings before the benchmark date within the scope of assets purchased in this transaction (subject to the records in the audit report of assets purchased) shall not be regarded as liabilities related to assets purchased, and shall still be borne by Zhujiang holdings after the delivery date. Any claim or request made by any third party to Zhujiang holdings for the undisclosed and actual normal performance of Zhujiang holdings beyond the continued performance of additional liabilities recorded in its financial statements on May 31, 2016 (hereinafter referred to as the “base date”) shall be handled by Beijing Wanfa or the designated entity of Beijing Wanfa, And bear any actual loss or expense incurred by Zhujiang holdings due to the request or requirement of a third party. 3. In addition to the above liabilities within the scope of assets set out, Beijing Wanfa will compensate Zhujiang holdings for the losses, expenses and expenses caused by the liabilities and contingent liabilities not covered by the audit report issued by the accounting firm qualified for securities business of the listed company as of the base date.
4. Beijing Wanfa, as the Pearl River holding company, fulfills the contract between Hainan Pearl River Holding Co., Ltd. and Beijing grain Co., Ltd
Agreement on major asset replacement and asset purchase by issuing shares of all shareholders and Beijing Wanfa
Hereinafter referred to as “agreement on major asset replacement and issuance of shares to purchase assets”), the Guarantor agrees
For the counterparty of this transaction, Zhujiang holdings and Beijing Wanfa violated the major asset replacement and
Losses, expenses and expenses incurred due to the representations, warranties or commitments under the asset purchase agreement by issuing shares
Expenses (including intermediary expenses such as legal services) shall be compensated.
Agree to assume responsibility for the above commitments in the listed company or the counterparty of this transaction; or
Be liable for compensation within 60 working days from the date of loss.
Ping An Bank Co.Ltd(000001) shares
Haikou Branch’s legal commitment:
2 (hereinafter referred to as “Ping” for short) abides by the provisions of laws, regulations and rules and performs its statutory commitment obligations. Its non current commitment of the company has been fulfilled. The Haikou branch shares of ANC bank will not be listed or transferred within 12 months from the date of obtaining the listing and circulation right.
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2. As of the date of this announcement, the shareholders applying for lifting the restrictions on the sale of shares did not occupy the company’s funds for non-profit, and the company did not encroach on the interests of the company such as illegal guarantee.
3、 The listing and circulation arrangement of restricted shares
1. The listing and circulation date of the restricted shares is February 21, 2022;
2. The total number of shares that can be listed and circulated this time is 1299500, accounting for 0.1788% of the total number of shares of the company; 3. The listed circulation of restricted shares is as follows:
Sequence restricted shares holding limited share capital may be frozen in the current listing and circulation
Remarks on the number of shares (shares) the number of circulating shares in the city accounts for the total number of shares of the company
Proportion of number (share) to capital (%) quantity (share)
Beijing Wanfa has outstanding commitments to Beijing Wanfa real estate, and the listing and circulation of restricted shares will not affect 1 Real Estate Development Co., Ltd. 149500 149500.0
