Securities code: Casin Real Estate Development Group Co.Ltd(000838) securities abbreviation: Casin Real Estate Development Group Co.Ltd(000838) Announcement No.: 2022005
Casin Real Estate Development Group Co.Ltd(000838)
Suggestive announcement on changes in shareholders’ equity
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. On February 25, 2022, the controlling shareholder of Casin Real Estate Development Group Co.Ltd(000838) (hereinafter referred to as “the company”) Chongqing Caixin Real Estate Development Group Co., Ltd. (hereinafter referred to as “Chongqing Caixin real estate”) signed the share transfer agreement with Jia Qichao and song Ye respectively. The share transfer did not result in the change of the controlling shareholder and actual controller of the company.
2. According to the relevant provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this share transfer did not trigger the tender offer obligations of Jia Qichao and song Ye. 3. The transfer of shares under this Agreement shall be subject to the compliance review of Shenzhen Stock Exchange before going through the relevant procedures of share transfer and transfer in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
4. This share transfer has no significant impact on the company’s sustainable operation ability, profit and loss and asset status.
5. The transferor and transferee of this share transfer are not “dishonest Executees”. The company received the notice from Chongqing Caixin real estate, the controlling shareholder of the company, on February 25, 2022. Chongqing Caixin real estate signed the share transfer agreement with Jia Qichao and song Ye respectively, Chongqing Caixin real estate plans to transfer Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares of the company (accounting for 5.45% of the total share capital of the company) to Jia Qichao through agreement transfer; At the same time, it is proposed to transfer 5 Shanghai Pudong Development Bank Co.Ltd(600000) 0 shares of the company (accounting for 5.09% of the total share capital of the company) held by song ye through agreement transfer. The controlling shareholders of the company, Jia Qichao and song ye have respectively issued the simplified report on changes in equity to the company, and the relevant information is hereby announced as follows:
1、 Overview of share transfer
1. On February 25, 2022, Chongqing Caixin real estate signed the share transfer agreement with Jia Qichao to transfer its Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares of the company’s non tradable shares (accounting for 5.45% of the total share capital of the company) to Jia Qichao at a transfer price of 6.32 yuan / share. The total transfer price of this share transfer is 379.2 million yuan.
2. On February 25, 2022, Chongqing Caixin real estate signed the share transfer agreement with song ye to transfer its 5 Shanghai Pudong Development Bank Co.Ltd(600000) 0 shares of the company (accounting for 5.09% of the total share capital of the company) to song ye at a transfer price of 6.32 yuan / share. The total transfer price of this share transfer is 353.92 million yuan.
3. After the equity change, Chongqing Caixin real estate will directly hold 562220207 shares (accounting for 51.09% of the total share capital of the company), Jia Qichao will directly hold Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares (accounting for 5.45% of the total share capital of the company), and song ye will directly hold 5 Shanghai Pudong Development Bank Co.Ltd(600000) 0 shares (accounting for 5.09% of the total share capital of the company). This equity change did not result in the change of the controlling shareholder and actual controller of the company. After this equity change, Chongqing Caixin real estate is still the controlling shareholder of the listed company, and the actual controller of the company is still Mr. Lu Shengju.
4. The shareholding of all parties before and after the transfer is as follows:
Before and after this equity change
Name of shareholder nature of shares proportion of shares in total share capital proportion of shares in total share capital (shares) (%) (shares) (%)
Shares held by Chongqing Caixin real estate 67822020761.6356222020751.09
Including: shares with unlimited sales conditions 42493190638.6130893190628.07 shares with restricted sales conditions 25328830123.0225328830123.02
Jia Qichao holds shares of 0.60 million 5.45, of which: shares with unlimited sales conditions 0.60 million 5.45 shares with restricted sales conditions 0.00 million
Song Ye holds shares of 0.56 million 5.09, of which: shares with unlimited sales conditions 0.56 million 5.09 shares with restricted sales conditions 0.09
Note: the final shareholding quantity and proportion shall be subject to the handling results of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 2、 Basic information of all parties to this transaction
1. Transferor
Chongqing Real Estate Development Group Co., Ltd
Unified social credit Code: 915 China Vanke Co.Ltd(000002) 02876705m
Type: limited liability company (sole proprietorship of legal person)
Registered address: Building 1, No. 1, Honghuang Road, Hegou, Hongqi, Jiangbei District, Chongqing
Legal representative: Zhong Renguo
Registered capital: 200 million yuan only
Date of establishment: October 6, 1996
Business term: from October 6, 1996 to no fixed term
Business scope: general items: Sales of building decoration materials, chemical products (excluding dangerous chemicals), building hardware, electrical appliances, machinery and equipment, transportation, general merchandise, daily sundries (excluding fireworks and firecrackers), metal materials (excluding rare and precious metals); Business information consulting services (except those provided by the state for special management); Real estate development (project undertaking business approved according to qualification certificate); House leasing; Housing sales; Property management (practicing with relevant qualification certificates); The following business items are limited to branches: accommodation, catering services, retail of prepackaged food, cigarettes and cigars, provision of conference and exhibition services, laundry services, swimming pool and sauna services, fitness services, ticket agency and parking lot management (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license)
Shareholding of shareholders:
Name of shareholder contribution amount (RMB 10000) shareholding ratio (%)
Chongqing Caixin Enterprise Group Co., Ltd
2. Transferee (1)
Name: Jia Qichao
Gender: Male
Nationality: Chinese
ID number: 230102
Mailing address: No. 613, Tianhe North Road, Tianhe District, Guangzhou
Whether to obtain permanent residency in other countries and regions: no
Whether to work in the company: no
3. Transferee (2)
Name: Song Ye
Gender: Male
Nationality: Chinese
ID number: 230103
Mailing address: No. 1, floor 3, unit 1, No. 146, Jingyang street, Daowai District, Harbin
Whether to obtain permanent residency in other countries and regions: no
Whether to work in the company: no
3、 Main contents of equity transfer agreement
(I) on February 25, 2022, Chongqing Caixin real estate and Jia Qichao signed the share transfer agreement, the main contents of which are as follows:
1. Agreement subject
Party A (transferor): Chongqing Caixin Real Estate Development Group Co., Ltd
Unified social credit Code: 915 China Vanke Co.Ltd(000002) 02876705m
Contact address: Building 1, No. 1, Honghuang Road, Hegou, Hongqi, Jiangbei District, Chongqing
Party B (transferee): Jia Qichao
ID number: 230102
Contact address: No. 613, Tianhe North Road, Tianhe District, Guangzhou
2. Price and transfer object
(1) Transfer of target shares
A. As of the signing date of this agreement, Party A is the holder of Casin Real Estate Development Group Co.Ltd(000838) registered target shares.
Party A agrees to transfer and transfer its target shares to Party B in accordance with the conditions and terms agreed in this Agreement; Party B agrees to the aforesaid transfer of the target shares.
B. After the transfer of target shares is completed, Party B shall transfer Casin Real Estate Development Group Co.Ltd(000838) Shanghai Pudong Development Bank Co.Ltd(600000) 00 shares from Party A.
(2) Transfer price and payment of target shares
A. Both parties agree that the transfer price of the target shares is 6.32 yuan / share, 379.2 million yuan (in words: three hundred seventy-nine million two hundred thousand yuan only).
B. The payment time of the transfer price is:
a. In order to ensure the performance of this agreement, Party B shall pay Party A 25% of the total price of target share transfer, i.e. RMB 94800000 (in words: nine thousand four yuan) within 2 working days after the signing of this agreement
b. Party B shall pay Party A 75% of the total price of the target share transfer, i.e. 284.4 million yuan (in words: two hundred eighty-four million four hundred thousand yuan only), within 2 working days after the share transfer registration formalities are completed in the share registration authority and Party A has provided Party B with the original certificate of completion of delivery issued by the share registration authority.
(3) Transfer of target shares
A. Both parties agree that within 5 working days after the signing of this agreement, Party A shall take the lead, and both parties shall actively prepare relevant materials and jointly apply to Shenzhen stock exchange for handling the compliance confirmation procedures of target share agreement transfer.
Both parties agree to go through the procedures of share transfer registration with the share registration authority within 2 working days after receiving the share transfer confirmation document issued by Shenzhen Stock Exchange.
B. After the transfer of the target shares, Party B becomes the shareholder of Casin Real Estate Development Group Co.Ltd(000838) and legally holds the target shares, and enjoys and undertakes all the rights and obligations represented by the target shares.
(4) Promises and warranties
A. The transferor and the transferee make the following commitments and guarantees to each other:
a. Organization and status. It has been legally established and validly existing in accordance with applicable laws, and has the right to personally or authorize others to sign, deliver, perform this Agreement and complete this transaction.
b. Authorization. Unless otherwise stated in this agreement, it has full power and authority to sign, deliver, perform this Agreement and complete this transaction, and the foregoing has obtained all necessary authorizations.
c. No conflict. The execution, delivery, performance of this Agreement and the completion of this transaction will not (I) result in a violation of the terms of its organizational documents, (II) conflict with or result in a violation of any agreement or document to which it is a party, binding on it or binding on any of its assets, resulting in a violation of any applicable law.
d. No further requirements. Unless otherwise stated in this Agreement and provided by laws and regulations, it does not need to obtain the consent, approval, authorization, order, registration and filing from any third party or government department having jurisdiction over any of its assets to complete this transaction.
e. No legal proceedings. There is no legal action, dispute, claim, lawsuit, investigation or other procedure or arbitration initiated or handled by any judicial / administrative authority, pending or, to its knowledge, threatened against it; Such legal proceedings will (I) attempt to restrict or prohibit it from signing, delivering, performing this Agreement and completing this transaction, or (II) may reasonably be expected to have a material adverse impact on its ability to perform its obligations under this agreement or complete this transaction.
f. Further commitments. The parties agree that in order to fulfill any provision of this agreement, the parties will take all necessary actions and sign all necessary documents, instruments or transfer certificates to complete this transaction.
B. Party A makes the following commitments and guarantees to Party B:
a. The target shares are now registered in the name of Party A, and there are no other types of encumbrance restrictions on the target shares. From the signing of this agreement to the date of transfer of the target shares, unless Party B’s written consent is obtained, Party A will not set any new burden on the target shares.
b. Party A promises that the creditor’s rights, debts and contingent debts disclosed by Party A in the public information are comprehensive, true and without major omissions; As of the signing date of this agreement, Casin Real Estate Development Group Co.Ltd(000838) there are no undisclosed debts and contingent debts that should be disclosed in accordance with the provisions.
C. Party B makes the following commitments and guarantees to Party A:
a. The transfer price shall be paid according to the time, conditions and methods agreed in this agreement.
b. After the completion of this transaction, it is guaranteed to exercise the shareholder rights of Casin Real Estate Development Group Co.Ltd(000838) in accordance with the law.
c. Ensure that all materials provided to Casin Real Estate Development Group Co.Ltd(000838) , Party A and the CSRC / exchange / share registration authority are true, accurate and complete, and that the relevant information disclosure documents assisted by Casin Real Estate Development Group Co.Ltd(000838) are true, accurate and complete. In case of false records or misleading statements or major omissions to Casin Real Estate Development Group Co.Ltd(000838) or Party A and its relevant directors For any loss caused by the supervisor, Party B promises to compensate Casin Real Estate Development Group Co.Ltd(000838) or Party A and its relevant directors and supervisors in a timely, full and comprehensive manner.
(II) on February 25, 2022, Chongqing Caixin real estate and song Ye signed the share transfer agreement, the main contents of which are as follows:
1. Agreement subject
Party A (transferor): Chongqing Caixin Real Estate Development Group Co., Ltd
Unified social credit Code: 915 China Vanke Co.Ltd(000002) 02876705m
Contact address: Building 1, No. 1, Honghuang Road, Hegou, Hongqi, Jiangbei District, Chongqing
Party B (transferee): Song Ye
ID card No.
