Company code: Lin Securities Co., Ltd. (No.: 861 6001 Securities Co., Ltd. No. 861 861 Ê V Commercial Code: 861
Announcement on the progress of major asset restructuring
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd. (hereinafter referred to as ” Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) ” and “the company”) intends to acquire 86% equity of Beijing Foreign Enterprise Human Resources Service Co., Ltd. (hereinafter referred to as “Beijing foreign enterprise”) received by Beijing state owned capital operation and Management Co., Ltd. (hereinafter referred to as “Beijing foreign enterprise”) through (1) asset replacement and issuance of shares to purchase assets; (2) Issue shares to purchase 8.8125%, 4.00% and 1.1875% of the equity held by Tianjin Rongheng equity investment partnership (limited partnership), Beijing Chuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) Investment Co., Ltd. and Beijing jingguofa equity investment fund (limited partnership) respectively; And (3) it plans to raise matching funds from the non-public offering of shares by Beijing Guoguan (hereinafter referred to as “this transaction”). On October 19, 2021, the company held the 20th meeting of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) the ninth session of the board of directors, deliberated and approved the proposal on this major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions and other proposals related to this transaction, For details, please refer to relevant announcements and documents such as the plan for major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd. disclosed by the company on October 20, 2021.
On November 1, 2021, the company received the inquiry letter on the information disclosure of the reorganization plan of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd. (szgh [2021] No. 2837) (hereinafter referred to as the “inquiry letter”) from Shanghai Stock Exchange, For details, please refer to the announcement of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) on receiving the inquiry letter from Shanghai Stock Exchange on information disclosure of the reorganization plan of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd. (Announcement No.: Lin 2021025) disclosed by the company on November 2, 2021.
In order to ensure the accuracy and completeness of the reply, the company made an extension reply after applying to Shanghai Stock Exchange. For details, see the announcement of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) on delaying the reply to the inquiry letter of Shanghai Stock Exchange (Announcement No.: Lin 2021026) disclosed by the company on November 9, 2021.
According to the requirements of the inquiry letter, the company and relevant intermediaries have actively and carefully checked, analyzed and studied relevant issues, implemented and replied to them one by one, and partially revised the plan according to the requirements of the inquiry letter
Supplement, modify and improve. For details, please refer to the reply announcement of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) on the inquiry letter of Shanghai Stock Exchange on the information disclosure of the reorganization plan of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd. (Announcement No.: Lin 2021027) and the announcement of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) on the revision of the plan for major asset replacement and issuance of shares to purchase assets and raise supporting funds and related party transactions disclosed by the company on November 16, 2021 (Announcement No.: Lin 2021028) and other relevant documents.
In order to meet the needs of the company’s planned major asset replacement, issuing shares to purchase assets, raising supporting funds and related party transactions and the company’s strategic development, the company held the 22nd Meeting of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) the 9th board of directors on November 29, 2021, deliberated and adopted the proposal on internal reorganization of the company and the proposal on disposal of equity of Huangsi commercial building company and Huangsi complex building, For details, please refer to the announcement of the resolution of the 22nd session of the 9th board of directors of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) the company (Announcement No.: Lin 2021030) and the announcement of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) on internal reorganization (Announcement No.: Lin 2021031) disclosed by the company on November 30, 2021.
In the specific implementation of internal reorganization, the company plans to adjust the scope of relevant assets involved according to the actual situation. On March 17, 2022, the company held the 23rd Meeting of the 9th board of directors of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) the company, deliberated and approved the proposal of the company on adjusting the scope of internal restructuring assets. For details, see the announcement of the resolution of the 23rd board of directors of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) the 9th board of directors (Announcement No.: Lin 2022005) disclosed by the company on March 19, 2022. On November 19, 2021, December 18, 2021, January 18, 2022 and February 18, 2022, the company disclosed the announcement of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) on the progress of major asset restructuring (Announcement No.: Lin 2021029, Lin 2021032, Lin 2022001 and Lin 2022003).
As of the date of this announcement, the company and relevant parties are actively promoting the work of this transaction, and the audit, evaluation and other related work involved in this transaction has not been completed. After the completion of audit, evaluation and other related work, the company will convene the board of directors again to review the relevant matters of this transaction, and the board of directors will submit it to the general meeting of shareholders for deliberation. This transaction still needs to perform the necessary internal decision-making procedures and can be formally implemented only after being approved by the competent regulatory authority. There is still uncertainty about whether it can be implemented.
The company solemnly reminds investors that the company’s information is subject to the announcement issued by the designated information disclosure media. Please invest rationally and pay attention to risks.
It is hereby announced.
Board of directors of Beijing Urban-Rural Commercial (Group) Co.Ltd(600861) commercial (Group) Co., Ltd
March 19, 2022
