Hainan Dadonghai Tourism Centre (Holdings) Co.Ltd(000613)
Listing and circulation of shares sold in 2022
Verification opinion
Sponsor: Jinyuan Securities Co., Ltd
February, 2002
Hainan Dadonghai Tourism Centre (Holdings) Co.Ltd(000613) 2022
Verification opinion on the listing and circulation of restricted shares
1、 Brief description of the split share structure reform plan
Hainan Dadonghai Tourism Centre (Holdings) Co.Ltd(000613) (hereinafter referred to as "Dadonghai" or "the company") entered the share reform procedure on May 22, 2007. On June 20, 2007, the share trading reform plan of Dadonghai was effectively voted and adopted at the relevant shareholders' meeting. On August 8, 2007, the share trading reform plan of Dadonghai was officially implemented, and the trading of Dadonghai shares was resumed. After full communication, the final share reform plan of Dadonghai is as follows:
Haikou Food Co., Ltd. (hereinafter referred to as "Haikou food"), Wuhan TuRui Technology Development Co., Ltd. and natural person Shi Yajun restructured the company's debt. Finally, Haikou food undertook and exempted the debt of the listed company of about 15897446835 yuan. There were 131 non tradable shareholders who did not participate in the debt restructuring, giving 3 shares for every 10 shares, The circulating shareholders are given 3 shares for every 10 shares, and the remaining shares are paid to Yangpu Tongrong Investment Management Consulting Co., Ltd. (hereinafter referred to as "Yangpu Tongrong") jointly funded by the above debt restructuring parties as compensation for the debt restructuring of the above three shareholders.
The non tradable shareholders who have paid the consideration for the share reform will obtain the listing and circulation right after the implementation of the share reform plan. Before the listing and circulation of the shares held by the non tradable shareholders who have not paid the consideration for the share reform, According to the share reform plan, Yangpu Tongrong shall pay the consideration for the share reform and all the income obtained from the consideration shares from the implementation of the share trading reform plan to the date of repayment of the shares (including but not limited to cash dividends, share bonus, conversion to shares, etc.), or obtain the written consent of Haikou food. 2、 Commitments and performance made by the holders of tradable restricted shares in the split share structure reform plan
(I) commitments made
According to the prospectus on the split share structure reform of Dadonghai, haiguotou Industrial Co., Ltd. did not hold Dadonghai A shares during the share reform, and its equity transfer party, Guangzhou Dongzhan Industrial Co., Ltd. (hereinafter referred to as "Guangzhou Dongzhan"), did not take the initiative to file a share reform motion, made no clear position to implement the share reform consideration, and made no active commitment. According to the provisions of relevant documents, Guangzhou Dongzhan should fulfill the following commitments: 1. In April 2008, the company announced that the largest shareholder was actually Haikou agriculture, industry and trade ( Luoniushan Co.Ltd(000735) ) Co., Ltd. (hereinafter referred to as " Luoniushan Co.Ltd(000735) ").
1. The non tradable shares of Dadonghai a held shall not be listed, traded or transferred within 12 months from the date of implementation of the reform plan.
2. If it is expected that the number of stock shares to be publicly sold within the next month exceeds 1% of the total shares of the company, members of Shenzhen Stock Exchange will be entrusted to transfer their shares through the block trading system of the stock exchange.
3. Comply with the guiding opinions on the transfer of stock shares of listed companies lifting restrictions on sales and the relevant business rules of Shenzhen Stock Exchange. When Guangzhou Dongzhan applies for lifting the restrictions on the sale of its shares, it needs to repay the advanced shares or has obtained the consent of the advanced shareholders.
(II) performance of commitments
After verification, Guangzhou Dongzhan has repaid the consideration of share reform through judicial execution in 2013 (see company Announcement No. 201316 for details), and it is not found that Guangzhou Dongzhan Industrial Co., Ltd. has violated the above commitments.
3、 Changes in shareholding of restricted shareholders of the recommended listed company since the implementation of the share reform
1. Since the implementation of the share reform, Dadonghai has not experienced any change in the shareholding of shareholders of restricted shares due to profit distribution, conversion of accumulation fund into value-added shares, issuance of new shares (additional issuance, allotment, non-public offering), conversion of convertible bonds into shares, repurchase of shares, etc.
2. Changes in shareholding of restricted shareholders since the implementation of share reform:
(1) Changes in shareholding of restricted shareholders
According to the capital structure table provided by the company as of February 10, 2022, the shareholding changes of restricted shareholders of Dadonghai are as follows:
Before the implementation of share type share reform and the listing and circulation of Japan's restricted shares
Number of shares (shares) proportion of shares (shares)
1、 Tradable shares with limited sales conditions
1. State owned shares 3745020010.29% 13992000.38% 2, shares held by domestic general legal persons 18001980049.44% 78210002.15% 3, shares held by domestic natural persons 4, shares held by overseas legal persons 5, shares held by overseas natural persons 6, internal employee shares
7. Executive shares 446590.01%
8. Placement of shares by institutional investors
The total number of tradable shares with limited sales conditions is 217514659, 59.74% 9220200, and 2.53% of tradable shares with unlimited sales conditions
1. RMB common shares 5858534116.09% 26687980073.30% 2. Domestic listed foreign shares 88 million 24.17% 88 million 24.17% 3. Overseas listed foreign shares 4. Others
The total number of outstanding shares with unlimited sales conditions is 146585341, 40.26%, 353876600 and 97.47%
3、 Total number of shares 364.1 million 100.00%
(2) Changes in shareholding of shareholders applying for lifting the restrictions on sales this time
As of February 10, 2022, the changes of shareholding of shareholders applying for lifting the restrictions on sales are as follows:
Name of shareholder: reasons for the change in the number of Limited shares held on the implementation date of share reform
Number of shares sold (shares) (1) number of shares (shares) (2) (3) = (2) - (1)
Judicial enforcement of haiguotou Industrial Securities Co., Ltd
Limited 0924000924000
During the share reform, haiguotou Industrial Co., Ltd. did not hold Dadonghai shares, while Guangzhou Dongzhan Industrial Co., Ltd. held 1320000 shares and 924000 shares after repaying the consideration for the share reform.
Due to the contract dispute between haiguotou Industrial Co., Ltd. and Guangzhou Jinyu Industrial Co., Ltd., Hainan Haikou intermediate people's Court issued judgment (2018) qiong01 Minzhong No. 2776 on July 10, 2018. On August 10, 2021, the people's Court of Xiuying District, Haikou City, Hainan Province issued a notice of assistance in execution (2019) (No. 208 of qiong0105), The notice informs China Securities Depository and Clearing Co., Ltd. Shenzhen Branch to transfer 924000 restricted shares of Dadonghai a held in the securities account of the executee Guangzhou Jinyu Industry Co., Ltd. (formerly known as Guangzhou Dongzhan Industry Co., Ltd.) to haiguotou Industry Co., Ltd. On August 20, 2021, China Securities Depository and Clearing Co., Ltd. issued a confirmation of securities transfer registration to confirm the above transfer matters.
4、 Listing and circulation of tradable shares with limited sales conditions
1. The total number of tradable shares this time is 924000, accounting for 0.25% of the total share capital.
2. The listed circulation of restricted shares is as follows:
This time, the limit can be lifted. This time, the limit can be lifted
Whether the number of shares sold by the holders of restricted shares meets the proportion of the number (shares) (shares) of the names of the shareholders to the total number (yes / no) of shares sold by the company (%)
Haiguotou Industrial Co., Ltd. 9240009240000.25% is
limited company
Total 9240009240000.25%
5、 Concluding observations
As the sponsor of Hainan Dadonghai Tourism Centre (Holdings) Co.Ltd(000613) share trading reform, Jinyuan Securities Co., Ltd. has verified the application of shareholders holding tradable shares with limited sales conditions for lifting the restrictions on sales in accordance with the measures for the administration of share trading reform of listed companies and the guidelines for the standardized operation of listed companies on the main board of Shenzhen Stock Exchange and other relevant rules of the CSRC. After verification, the restricted period for the application to lift the restricted shares has expired; The original holder of the shares applying for lifting the restriction has repaid the advanced shares; The holders of shares applying for lifting the restrictions on sale do not violate relevant regulations and reduce their holdings in violation of regulations.
To sum up, the recommendation institution and the recommendation representative agree to the listing and circulation of restricted shares.
(there is no text on this page, which is the signature and seal page of Jinyuan securities on the verification opinion on the listing and circulation of Hainan Dadonghai Tourism Centre (Holdings) Co.Ltd(000613) 2022 fixed-term shares)
Seal of recommendation institution:
Signature of sponsor representative:
Wen Junying
specific date
