Casin Real Estate Development Group Co.Ltd(000838)
Short form equity change report
Name of listed company: Casin Real Estate Development Group Co.Ltd(000838) place of listing: Shenzhen Stock Exchange Stock abbreviation: Casin Real Estate Development Group Co.Ltd(000838) Stock Code: Casin Real Estate Development Group Co.Ltd(000838) information disclosure obligor: Zhang Dongliang domicile and mailing address: No. 2 Mujie street, Nangang District, Harbin nature of share change: increase
Date of signature: March 2022
Statement of information disclosure obligor
1、 This report is prepared in accordance with relevant laws, regulations and normative documents such as the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity.
2、 The disclosure of information in the articles of association or the obligations of the person authorized to obtain the information in the articles of association do not conflict with the disclosure of information in the articles of association or the internal report.
3、 In accordance with the 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 report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Casin Real Estate Development Group Co.Ltd(000838) .
4、 As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in Casin Real Estate Development Group Co.Ltd(000838) .
5、 This equity change is based on the information stated in this report. Except for the information disclosure obligor, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
Section 1 interpretation Section 2 introduction of information disclosure obligors Section III purpose of equity change Section IV equity change method 7 section 5 trading of the company’s shares in the first six months Section VI other major matters Section VII declaration of information disclosure obligor Section VIII documents for future reference 14 attached table: attached table of simplified equity change report fifteen
Section I interpretation
In this report, unless the context otherwise requires, the following words or abbreviations have the following meanings: Casin Real Estate Development Group Co.Ltd(000838) , listed company and Casin Real Estate Development Group Co.Ltd(000838) company
Information disclosure obligor refers to Zhang Dongliang
Chongqing Caixin real estate refers to Chongqing Caixin Real Estate Development Group Co., Ltd
This report and this report refer to Casin Real Estate Development Group Co.Ltd(000838) simplified equity change report
It refers to that the information disclosure obligor and Chongqing Caixin real estate signed the equity change and change of the share transfer agreement, and Chongqing Caixin real estate transferred its Casin Real Estate Development Group Co.Ltd(000838) 5 Shanghai Pudong Development Bank Co.Ltd(600000) 0 shares in the change and change, accounting for 5.09% of the total share capital of the listed company, to the information disclosure obligor.
Share transfer agreement refers to the share transfer agreement signed by Chongqing Caixin real estate and Zhang Dongliang. This Agreement
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Any discrepancy between the total count and the sum of the listed values in any table in this report is caused by rounding.
1、 Basic information of information disclosure obligor
Name: Zhang Dongliang
Gender: Male
Nationality: Chinese
ID number: 231002
Mailing address: No. 2 Mujie street, Nangang District, Harbin
Address: No. 2 Mujie street, Nangang District, Harbin
Whether to obtain permanent residency in other countries and regions: no
Whether to work in the company: no
2、 Information disclosure obligor’s equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the date of signing this report, the information disclosure obligor does not hold more than 5% of the shares issued by other domestic and overseas listed companies.
Section III change of equity purpose
1、 Purpose of this equity change
1. Zhang Dongliang’s transfer of Casin Real Estate Development Group Co.Ltd(000838) 509% equity this time is based on his confidence in Casin Real Estate Development Group Co.Ltd(000838) future development prospects.
2. This equity change did not lead to the change of Casin Real Estate Development Group Co.Ltd(000838) controlling shareholder and actual controller, nor did it involve the tender offer.
2、 The intention of the information disclosure obligor to increase or decrease the shares of the listed company in the next 12 months
As of the signing date of this report, the information disclosure obligor does not rule out the possibility of increasing or reducing the shares of the company on the premise of complying with the current effective laws and regulations. If the information disclosure obligor has any change in relevant rights and interests in the next 12 months, it will timely perform the information disclosure obligation and other relevant obligations in strict accordance with the provisions of relevant laws and regulations.
Section IV changes in equity
1、 Information disclosure obligors holding company interests
The way of this equity change is that the information disclosure obligor agrees to transfer 5 Shanghai Pudong Development Bank Co.Ltd(600000) 0 shares of Chongqing Caixin Real Estate Development Group Co., Ltd. (accounting for 5.09% of the total share capital of the listed company).
Before this equity change, the information disclosure obligor did not hold shares of the company.
2、 Basic information of this equity change
The details of this equity change of the information disclosure obligor are 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) (%)
Conditions for sale: 560 Shenzhen Fountain Corporation(000005) Dongliang shares, 5 Shanghai Pudong Development Bank Co.Ltd(600000) 000000 shares
3、 This equity change involves restrictions on the rights of shares of listed companies
There is no obligation for the transferee to disclose the information of the restricted shares, and the shares to be sold are subject to unlimited conditions.
4、 Main contents of equity transfer agreement
On March 9, 2022, Chongqing Caixin real estate signed the share transfer agreement with Zhang Dongliang. The main contents are as follows:
(I) 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): Zhang Dongliang
ID number: 231002
Contact address: No. 2 Mujie street, Nangang District, Harbin
(II) transfer object and transfer price
1. Transfer of target shares
(1) 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.
(2) After the transfer of target shares is completed, Party B shall transfer Casin Real Estate Development Group Co.Ltd(000838) 5 Shanghai Pudong Development Bank Co.Ltd(600000) 0 shares from Party A.
2. Transfer price and payment of target shares
(1) Both parties agree that the transfer price of the target shares is 7.32 yuan / share, and the total price is 40992000 yuan (in words: four hundred and nine million nine hundred and twenty thousand yuan only).
(2) The payment time of the transfer price is:
a. In order to ensure the performance of this agreement, Party B shall pay 70% of the total price of the target share transfer to Party A within 2 working days after the signing of this agreement, that is, 286944000 yuan (in words: two hundred eighty-six million nine hundred and forty-four thousand yuan only).
b. Party B shall pay Party A 30% of the total price of the target share transfer, i.e. 122976000 yuan (in words: one hundred and twenty-two million nine hundred and seventy-six 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
(1) 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.
(2) 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
(1) 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 and performance of this Agreement and the completion of this transaction will not (I) result in a breach of the terms of its organizational documents, (II) conflict with or result in a breach of any terms or provisions of any agreement or document to which it is a party, binding on it or binding on any of its assets, or constitute a breach under such agreement or document, Or (III) result 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.
(2) Party A makes the following commitments and guarantees to Party B:
a. There are no encumbrances under any of the target shares registered by Party A. 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.
(3) 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.
5、 Other arrangements related to this equity change
As of the signing date of this report, except for the relevant provisions of the share transfer agreement, there are no special conditions attached to this share transfer, and there is no supplementary agreement. There are no other arrangements between the parties on the exercise of the voting rights of shares, and there are no other arrangements on the remaining shares in which the transferor has interests in the listed company.
6、 Does the share transfer need the approval of relevant departments
As of the signing date of this report, this equity change still needs to be confirmed by the compliance review of Shenzhen Stock Exchange on this share transfer. After completing the above examination and confirmation, both parties to the transfer will go through the transfer registration and other procedures of the transferred shares in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Section V Trading of the company’s shares in the first six months
Within 6 months before the date of this equity change, the information disclosure obligor did not buy through the trading system of the stock exchange
