Stock Code: Jinan High-Tech Development Co.Ltd(600807) securities abbreviation: Jinan High-Tech Development Co.Ltd(600807) listing place: Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. of Shanghai Stock Exchange
Plan for sale of major assets and related party transactions
Abstract (Revised Version)
Counterparty: Yurun gold Co., Ltd
March, 2002
catalogue
catalogue 1 revision description 3 interpretation five
1、 The listed company declares that seven
2、 The counterparty declares that 7. Tips on major issues nine
1、 The main contents of this transaction plan nine
2、 The nature of this transaction twelve
3、 The payment method of this transaction and the arrangement of raising supporting funds thirteen
4、 Estimated valuation of the underlying assets thirteen
5、 The impact of this transaction on listed companies thirteen
6、 Decision making process and approval of this transaction fifteen
7、 Important commitments made by the parties involved in this transaction seventeen
8、 Principled opinions of the controlling shareholders of the listed company on this reorganization 229. The controlling shareholders, directors, supervisors and senior managers of the listed company shall start from the date of the first disclosure of the plan
Share reduction plan during the period from the completion of the reorganization twenty-four
10、 The arrangement of this reorganization for the protection of the rights and interests of small and medium-sized investors twenty-five
11、 Information tips to be supplemented and disclosed 26 major risk tips twenty-seven
1、 Risks associated with this transaction twenty-seven
2、 Risks faced by listed companies after this transaction twenty-eight
3、 Other risks Section 1 overview of this transaction thirty-two
1、 Background and purpose of this transaction thirty-two
2、 The specific scheme of this transaction thirty-three
3、 The nature of this transaction thirty-seven
4、 The payment method of this transaction and the arrangement of raising supporting funds thirty-eight
5、 Estimated valuation of the underlying assets thirty-eight
6、 The impact of this transaction on listed companies 38 VII. Decision making process and approval of this transaction 39 VIII. Main contents of the equity transfer agreement and supplementary agreement with effective conditions forty
Revision description
On January 12, 2022, the company received the inquiry letter on the information disclosure of the plan for the sale of major assets and related party transactions of Jinan high development Co., Ltd. (shgh [2022] No. 0020) issued by Shanghai Stock Exchange. At the same time, the company has carefully studied, supplemented and implemented the plan, and actively responded to the relevant problems of the company one by one. The main contents of the supplement and modification of the reorganization plan are as follows:
The estimated value of the underlying assets of this transaction is adjusted to 903 million yuan according to the latest progress of the appraisal work; Through friendly negotiation between both parties, the performance commitment of the target company of this transaction is adjusted to a total of $116 million in 2022, 2023 and 2024.
Supplementary disclosure of safeguard measures related to the consideration payment of this major asset sale transaction shall be made in "(IV) pricing basis and transaction pricing of the underlying assets" of "I. main contents of this transaction scheme" of "tips on major events" and "(IV) pricing basis and transaction pricing of the underlying assets" of "II. Specific scheme of this transaction" of "section I. overview of this transaction".
Update the estimated value of the underlying assets in "IV. estimated pricing of the underlying assets" of "tips on major events" and "v. estimated pricing of the underlying assets" of "section I overview of this transaction".
The specific purpose of the funds obtained from this major asset sale shall be supplemented and disclosed in "(I) the impact of this transaction on the business of the listed company" of "v. the impact of this transaction on the listed company" of "tips on major events".
In "five, the impact of this transaction on the listed company" and "(IV) the impact of this transaction on the horizontal competition of the listed company" of "tips on major events", the further arrangements of the controlling shareholders for the solutions to the horizontal competition of this transaction shall be supplemented and disclosed.
In "five, the impact of this transaction on the listed company" and "(V) the impact of this transaction on the related party transactions of the listed company" of "tips on major events", the further arrangements of the controlling shareholder for the related party capital transactions and guarantee matters expected to be formed by this transaction and their settlement measures shall be supplemented and disclosed.
Supplementary disclosure of this transaction shall be made in "VI. decision-making process and approval of this transaction" of "tips on major events" (II) procedures to be performed for this transaction "and" VII. Decision-making process and approval of this transaction "of" section I overview of this transaction ", which shall be filed with Shanghai Municipal Commission of Commerce.
The "commitment on the disposal of golden dragon mine and fields find mine by minjar gold Pty Limited" was updated in "VII. Important commitments made by relevant parties to this transaction" and "(I) relevant commitments of listed companies and directors, supervisors and senior managers".
In "(III) relevant commitments of the counterparty and its controlling shareholders" of "VII. Important commitments made by the parties involved in this transaction" in "tips on major events", the commitments of the counterparty are deleted according to the latest current account and guarantee settlement arrangements.
The contents related to the approval risk of this transaction are updated in "(II) approval risk of this transaction" of "I. risks related to this transaction" of "major risk tips".
In "major risk tips", "II. Risks faced by listed companies after this transaction" and "(IV) repayment risk of capital transactions and cancellation risk of related guarantees of the target company", some contents are updated according to the latest current accounts and guarantee settlement measures.
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings: Jinan High-Tech Development Co.Ltd(600807) / company / listed company refers to Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
High tech urban construction / performance compensation party refers to Jinan high Shenzhen New Land Tool Planning &Architectural Design Co.Ltd(300778) Construction Development Co., Ltd
Hi Tech urban construction and its 11 persons acting in concert, including Jinan High-Tech Development Co.Ltd(600807) smart Valley Investment Real Estate Co., Ltd., Jinan dongtuo Real Estate Co., Ltd., Jinan Dongxin development and Construction Co., Ltd., Jinan High-Tech Development Co.Ltd(600807) Holding Group Co., Ltd., Jinan Dongling development investment controlling shareholder refers to Development Co., Ltd., Jinan High-Tech Development Co.Ltd(600807) Airport Economic Zone Park Development Co., Ltd Jinan Dongan Real Estate Co., Ltd., Jinan Dongshun Park Operation Management Co., Ltd., Jinan Tonggang economic and Trade Co., Ltd., Jinan Gangsheng Real Estate Co., Ltd., Jinan Yiqin Intelligent Technology Co., Ltd
Jigao holding refers to Jinan High-Tech Development Co.Ltd(600807) Holding Group Co., Ltd
Jinan High-Tech Development Co.Ltd(600807) Management Committee refers to the Management Committee of Jinan High-Tech Development Co.Ltd(600807) technology industry development zone
Counterparty / Yurun gold refers to yurain gold Pty Ltd, Yurun gold Co., Ltd
Houai technology refers to Hainan houai Technology Co., Ltd
Shanghai juku refers to Shanghai Juku Energy Co., Ltd
Yulong Hong Kong refers to Shandong Yulong Gold Co.Ltd(601028) international business (Hong Kong) Co., Ltd
Yuxin holdings refers to Yuxin holdings Pty Limited
Tianye Group refers to Shandong Tianye Real Estate Development Group Co., Ltd
Tianye gold refers to Shandong Tianye Gold Mining Co., Ltd
Exuberant ecology refers to exuberant ecological environment Co., Ltd
Shandong Yulong Gold Co.Ltd(601028) refers to Shandong Yulong Gold Co.Ltd(601028)
Yulong Co., Ltd. refers to Jiangsu Yulong Steel Pipe Co., Ltd., the predecessor of Shandong Yulong Gold Co.Ltd(601028) company
Interpretation of this transaction:
Plan / this plan refers to the plan for sale of major assets and related party transactions of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
The subject / company of the transaction refers to nqm gold 2 Pty Ltd
/Nqm
The underlying asset / equity refers to 100% equity of nqm company
This major asset restructuring / this Jinan High-Tech Development Co.Ltd(600807) sale of its subsidiary CQT by non-public agreement transfer / this transaction refers to the 100% equity of nqm held by the company to the related party Shandong Yulong Gold Co.Ltd(601028) subsidiary Yurun gold
Minjar gold Pty Ltd (minjar gold Pty Ltd) is a wholly-owned subsidiary of the listed company in Australia
CQT company means CQT holdings Pty Limited
Pakingo refers to the pakingo project, located in Queensland, Australia, which is the core mining asset of nqm company
Villali refers to the villali project, located in Queensland, Australia, which is the mining asset of nqm company
Shuangshan refers to the Shuangshan project, located in Queensland, Australia, which is the mining asset of nqm company
Golden Dragon refers to the golden dragon project, a gold mine located in Western Australia, Australia, which is held by mingal gold source
Fields find refers to the fields find project, a gold mine located in Western Australia, Australia, which is held by mingal gold source
The equity transfer agreement of CQT holdings Pty Limited, yurain gold Pty Ltd and nqm gold with effective conditions refers to the equity transfer agreement signed by 2 Pty Ltd, Shandong Yulong Gold Co.Ltd(601028) and Shandong Tianye Gold Mining Co., Ltd. on December 29, 2021
FIRB means the Australian foreign investment review board
The reporting period / the last two years refers to 2019, 2020 and January September 2021
The end of each reporting period refers to December 31, 2019, December 31, 2020 and September 30, 2021
The asset transfer of the target on the delivery date is registered under the name of Yurun gold
Transition period refers to the period from the next day of the benchmark date to the delivery date
Common nouns:
The State Council refers to the State Council of the people's Republic of China
CSRC refers to the China Securities Regulatory Commission
National reform and Development Commission of the people's Republic of China
Ministry of Commerce means the Ministry of Commerce of the people's Republic of China
Shanghai Stock Exchange / stock exchange / stock exchange refers to the exchange of Shanghai Stock Exchange
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The Listing Rules of Shanghai Stock Exchange refer to the Listing Rules of Shanghai Stock Exchange
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
The articles of association refers to the articles of association of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd
The A-share index has been approved by the China Securities Regulatory Commission to invest in China
Statement
1、 Statement of listed company
The company and all directors
