Credit Suisse Securities (China) Co., Ltd
About Hainan Jingliang Holdings Co.Ltd(000505)
Verification opinions on the application for listing and circulation of tradable shares with limited sales conditions
Name of Sponsor: Credit Suisse Securities (China) Co., Ltd. abbreviation of listed company: Hainan Jingliang Holdings Co.Ltd(000505) , Jingliang B
Name of sponsor representative: Guo Yuhui listed company code: 000505, 200505
1、 Overview of split share structure reform plan
(I) consideration arrangement for split share structure reform
Hainan Jingliang Holdings Co.Ltd(000505) (hereinafter referred to as " Hainan Jingliang Holdings Co.Ltd(000505) ", "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 The equity premium of five science and technology companies, namely Beijing Wanrui Communication Technology Co., Ltd., 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 give up their shares to the tradable A-share shareholders (equivalent to 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.
During the split share structure reform, some non tradable shareholders did not explicitly agree to participate in the split share structure 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 original controlling shareholder of the listed company, paid the corresponding consideration to the circulating A-share shareholders in advance, During the split share structure reform, Beijing Wanfa advanced shares for 25 non tradable shareholders such as Hainan Rongxin Investment Consulting Co., Ltd. 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 should put forward the price of such shares to the stock exchange
(II) date of the general meeting of shareholders adopting the share trading reform plan
On July 31, 2006, the relevant shareholders' meeting of listed companies on the A-share market deliberated and approved the share trading reform plan.
(III) implementation date of split share structure reform plan
The implementation date of the split share structure reform plan of listed companies is August 17, 2006.
2、 The commitments made by the holders of tradable restricted shares in the split share structure reform plan and their performance
(I) relevant commitments made by the holders of restricted shares
Performance of commitment for holding restricted shares, commitment for adding No. person's name and content of additional commitment
Commitments related to split share structure reform:
1. The non tradable shares held by it shall be listed and circulated on the A-share market from the date of obtaining the listing and circulation right of the A-share market,
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, in the reform
Before the equity registration date of the implementation of Beijing Wanfa housing scheme, the company has the right to
1. The audited net assets per share of real estate development Co., Ltd. was sold to Beijing Wanfa at the price of 0.19 yuan. The commitment held by the company has been fulfilled. For the non tradable A-share shareholders who have not explicitly expressed their consent to this part,
Beijing Wanfa will pay the corresponding consideration to the circulating A-share shareholders in advance (non
The shareholders of circulating A-Shares give up their shares converted into shares (give them to the shareholders of circulating a shares) and are replaced
The non tradable A-share shareholders who pay the consideration are going through the listing of their non tradable shares
In the process of circulation, the consideration paid on behalf shall be repaid first or the consent of Beijing Wanfa shall be obtained, which shall be paid by the superior
The municipal company shall apply to the stock exchange for listing and circulation of such shares.
Commitments related to the split share structure reform of Ping An Bank Co.Ltd(000001) :
Haikou Co., Ltd. abides by the provisions of laws, regulations and rules and performs its statutory commitment obligations
2. The non tradable shares of the branch (hereinafter referred to as "the non tradable shares") of the company do not promise to be listed or transferred within 12 months from the date of obtaining the listing and circulation right, which is called " Ping An Bank Co.Ltd(000001) ".
Haikou Branch ")
(II) performance of relevant commitments of holders of restricted shares
After verification, the sponsor believes that the holders of the listed company's tradable restricted shares this time, Beijing Wanfa Real Estate Development Co., Ltd., Ping An Bank Co.Ltd(000001) Haikou Branch, have fulfilled their commitments made in the split share structure reform plan.
3、 Changes in equity during the period from the implementation of the split share structure reform plan of listed companies to the application for lifting the restrictions on sales
(I) changes in the company's share capital since the implementation of the share reform
From the implementation of the split share structure reform of the listed company to the date of issuance of this verification opinion, the total share capital of the listed company increased from 426745404 shares to 726950251 shares. The main reasons are:
1. In November 2017, the company implemented major asset replacement and issued shares to purchase assets and raise supporting funds. The total share capital of the company was changed to 685790364 shares.
2. In June 2020, the company paid cash and issued shares to purchase assets, and the total share capital of the company was changed to 726950251 shares.
In addition to the above, the total share capital of the listed company has not changed due to other matters from the implementation of share reform to the date of issuance of this verification opinion.
(II) changes of tradable shares with limited sales conditions held by shareholders since the implementation of share reform
1. Lifting of restricted shares in August 2007
On August 27, 2007, some restricted shares in the share reform were lifted. The shares lifted this time were 76030000 shares, accounting for 17.82% of the total shares of the company at that time, involving the restricted shares held by 38 restricted shareholders.
After the lifting of the ban, the changes in equity structure are as follows:
Share type before and after the listing
Number of shares (shares) proportion of shares (shares)
The total number of tradable shares with limited sales conditions is 206770609 48.45% and 130740609 30.64%
The total number of tradable shares with unlimited sales conditions was 219974795 51.55% and 296004795 69.36%
Total number of shares 426745404 100.00%
2. Lifting of restricted shares in February 2008
On February 29, 2008, the ban on some restricted shares in the share reform was lifted. The shares lifted this time were 7736000 shares, accounting for 1.81% of the total shares of the company at that time, involving the restricted shares held by 8 restricted shareholders.
After the lifting of the ban, the changes in equity structure are as follows:
Share type before and after the listing
Number of shares (shares) proportion of shares (shares)
The total number of tradable shares with limited sales conditions is 130740609 30.64%, 123004609 28.82%
The total number of tradable shares with unlimited sales conditions is 296004795 69.36%, 303740795 71.18%
Total number of shares 426745404 100.00%
3. Lifting of restricted shares in September 2009
On September 29, 2009, the ban on some restricted shares in the share reform was lifted. The shares lifted this time were 1150000 shares, accounting for 0.27% of the total shares of the company at that time, involving the restricted shares held by one restricted shareholder.
After the lifting of the ban, the changes in equity structure are as follows:
Share type before and after the listing
Number of shares (shares) proportion of shares (shares)
The total number of tradable shares with limited sales conditions is 123004609 28.82% and 121854609 28.55%
The total number of tradable shares with unlimited sales conditions is 303740795 71.18% and 304890795 71.45%
Total number of shares 426745404 100.00%
4. Lifting of restricted shares in December 2009
On December 31, 2009, some restricted shares in the share reform were lifted. The shares lifted this time were 117930478 shares, accounting for 27.64% of the total shares of the company at that time, involving the restricted shares held by two restricted shareholders.
After the lifting of the ban, the changes in equity structure are as follows:
Share type before and after the listing
Number of shares (shares) proportion of shares (shares)
The total number of tradable shares with limited sales conditions is 121854609, 28.55% and 3924131, 0.92%
The total number of tradable shares with unlimited sales conditions is 304890795 71.45%, 422821273 99.08%
Total number of shares 426745404 100.00%
5. Lifting of restricted shares in June 2010
On June 23, 2010, the ban on some restricted shares in the share reform was lifted. The shares lifted this time were 2599000 shares, accounting for 0.61% of the total shares of the company at that time, involving the restricted shares held by two restricted shareholders.
After the lifting of the ban, the changes in equity structure are as follows:
Share type before and after the listing
Number of shares (shares) proportion of shares (shares)
Total outstanding shares with limited sales conditions 3924131 0.92% 1325131 0.31%
The total number of tradable shares with unlimited sales conditions is 422821273 99.08% 425420273 99.69%
Total number of shares 426745404 100.00%
6. Lifting of restricted shares in November 2018
In November 2017, the company implemented major asset replacement and issued shares to purchase assets and raise supporting funds. On November 15, 2018
