Beijing Qianjing Landscape Co.Ltd(603778)
Acquisition Report
Name of listed company: Beijing Qianjing Landscape Co.Ltd(603778) stock listing place: Shanghai Stock Exchange Stock abbreviation: Beijing Qianjing Landscape Co.Ltd(603778) Stock Code: Beijing Qianjing Landscape Co.Ltd(603778) name of purchaser: Hainan Tourism Investment Development Co., Ltd. domicile / mailing address: 42nd floor, Hainan building, No. 5, Guoxing Road, Guoxing street, Qiongshan District, Haikou City, Hainan Province signing date: March 2022
Acquirer statement
1、 This report is prepared in accordance with the company law of the people's Republic of China, 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 contents and forms of information disclosure by companies offering securities to the public No. 16 - Acquisition report of listed companies, and other relevant laws, regulations and departmental rules. 2、 In accordance with the provisions of the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 16 - Acquisition report of listed companies, this report has fully disclosed the changes in the shares in which the acquirer has interests in Beijing Qianjing Landscape Co.Ltd(603778) Beijing Qianjing Landscape Co.Ltd(603778) .
As of the signing date of this report, except for the information disclosed in this report, the acquirer has not increased or reduced its shares in Beijing Qianjing Landscape Co.Ltd(603778) by any other means.
3、 The purchaser has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the purchaser.
4、 This information disclosure is based on the information contained in this report. Except for the purchaser and the professional institutions employed, 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.
5、 The acquirer's acquisition of the shares of the listed company due to this Agreement and huiquanfu's entrustment of the voting rights of Beijing Qianjing Landscape Co.Ltd(603778) 1106% of the shares held by it to Hainan tourism investment and the acquirer's subscription of new shares issued by the listed company to specific objects will lead to the shares in which it has interests exceeding 30% of the issued shares of the listed company, triggering the acquirer's obligation of tender offer. According to Article 63 of the measures for the administration of the acquisition of listed companies, with the approval of the non affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to him by the listed company, resulting in his equity shares in the company exceeding 30% of the issued shares of the company. The investor promises not to transfer the new shares issued to him within three years, and the general meeting of shareholders of the company agrees that the investor is exempted from making an offer, Investors can be exempted from making offers.
The agreement transfer matters involved in this acquisition still need to include the approval of the competent State-owned Assets Supervision and administration department obtained by Hainan tourism investment on this transaction. After the share transfer agreement takes effect, it is also necessary to perform the relevant procedures such as compliance confirmation in accordance with the relevant provisions of the regulatory authority on the agreement transfer, and go through the share transfer registration procedures in the registration and settlement company.
The non-public offering involved in the acquisition still needs to be deliberated and approved by the Beijing Qianjing Landscape Co.Ltd(603778) shareholders' meeting and the exemption of Hainan travel investment from issuing an offer. Hainan travel investment has obtained the approval of the competent State-owned Assets Supervision and administration authority for this subscription and the non-public offering of shares of listed companies approved by the CSRC. If this non-public matter is not approved by the regulatory authority, there is a risk that Hainan tourism investment will not be able to obtain 30% of the shares of the listed company.
6、 The purchaser guarantees the authenticity, accuracy and completeness of the contents of this report and relevant documents, promises that there are no false records, misleading statements or major omissions, and assumes individual and joint legal liabilities for its guarantee commitments.
7、 Some data in this report need to be rounded when calculating, so there may be mantissa differences, which should be brought to the attention of investors.
catalogue
Section 1 interpretation Section 2 Introduction to the purchaser seven
1、 Basic information seven
2、 The acquirer's ownership structure and its control relationship seven
3、 Brief description of the acquirer's main business and financial status in the last three years fifteen
4、 The legal and compliant operation of the acquirer in the last five years sixteen
5、 Directors, supervisors and senior managers of the acquirer 16. The shares in which the acquirer and its controlling shareholders have interests in other domestic and overseas listed companies reach or
More than 5% of the issued shares of the company 17 VII. The acquirer and its controlling shareholder have 5% or more of the shares in the financial institution
Situation Section III acquisition decision and acquisition purpose twenty-one
1、 The purpose of this acquisition is twenty-one
2、 The acquirer's shareholding plan in the next 12 months twenty-one
3、 Relevant procedures for the performance of this acquisition Section 4 acquisition method twenty-three
1、 Shares in which the acquirer has interests before and after this acquisition twenty-three
2、 The main contents of the share transfer agreement twenty-four
3、 The main contents of the voting rights entrustment agreement thirty-three
4、 The main contents of the share subscription agreement thirty-six
5、 Restrictions on share rights of listed companies involved in this acquisition 39 Section V source of funds forty
1、 The total amount of funds involved in this acquisition forty
2、 The capital source of this acquisition Section 6 exemption from making an offer forty-one
1、 Matters and reasons for exemption from making an offer forty-one
2、 Equity structure of listed companies before and after this acquisition 41 III. damage to the interests of the company by the original controlling shareholders, actual controllers and their related parties of the listed company Section 7 follow up plan after the completion of this acquisition 43 I. whether it plans to change the main business of the listed company or the main business of the listed company within the next 12 months
Make major adjustments 43 II. Disposal of major assets and businesses of listed companies and purchase or replacement of assets in the next 12 months
Restructuring plan 43 III. adjustment plan for directors, supervisors and senior managers of Listed Companies in the next 12 months forty-three
4、 Plans to amend the articles of association of listed companies forty-four
5、 Plans to make major changes to the employment of existing employees of listed companies forty-four
6、 Major adjustment plan for dividend policy of listed companies forty-four
7、 Other plans that have a significant impact on the business and organizational structure of the listed company Section 8 analysis of the impact of this acquisition on listed companies forty-six
1、 The impact of this acquisition on the independence of listed companies forty-six
2、 The impact of this acquisition on the horizontal competition of listed companies forty-seven
3、 The impact of this acquisition on the related party transactions of listed companies Section 9 major transactions with listed companies fifty
1、 Major transactions with listed companies and their subsidiaries fifty
2、 Major transactions with directors, supervisors and senior managers of listed companies fifty
3、 Compensation or similar arrangements for the proposed replacement of directors, supervisors and senior managers of listed companies fifty
4、 Contracts, tacit understandings or arrangements that have a significant impact on listed companies Section 10 trading of trading shares of Listed Companies in the first six months fifty-one
1、 The purchaser's purchase and sale of shares of Listed Companies in the first six months II. The directors, supervisors, senior managers and their immediate family members of the acquirer shall be traded and listed within the first six months
Information about the company's shares Section 11 financial information of the purchaser fifty-two
1、 Consolidated balance sheet fifty-two
2、 Consolidated income statement fifty-four
3、 Consolidated cash flow statement Section 12 the purchaser declares that fifty-seven
The purchaser declares that fifty-eight
Financial advisor statement fifty-nine
The lawyer declares that Section 13 documents for future reference sixty-one
1、 Documents for future reference sixty-one
2、 Location of documents for future reference 61 attached table: sixty-four
Section I interpretation
In this report, unless the context otherwise requires, the following abbreviations have the following specific meanings:
The company, the purchaser and the stock receiver refer to Hainan Tourism Investment Development Co., Ltd
Transferor, transferee, Hainan Tourism Investment
Beijing Qianjing Landscape Co.Ltd(603778) . Listed company refers to Beijing Qianjing Landscape Co.Ltd(603778)
Transferor refers to Yang Jing and huiquanfu
Hainan SASAC refers to Hainan state owned assets supervision and Administration Commission, which is the actual controller of the acquirer
Hainan tourism investment group transferred 108295827 shares of listed companies held by Yang Jing and Hui Quanfu through agreement transfer, accounting for 16.85% of the total share capital; At the same time, the acquisition and transaction means that fufu entrusts its voting rights of Beijing Qianjing Landscape Co.Ltd(603778) 71082480 shares (accounting for 11.06% of Beijing Qianjing Landscape Co.Ltd(603778) total share capital) to Hainan tourism investment; In addition, the acquirer intends to fully subscribe for 128571429 non-public shares of the listed company in cash (the final number of shares to be issued shall be subject to the number approved by the CSRC)
This equity transfer refers to the transfer of 108295827 shares of the listed company held by Yang Jing and Hui Quanfu by Hainan tourism investment through agreement transfer, accounting for 16.85% of the total share capital of the listed company;
This voting right entrustment refers to that Quanfu entrusts the voting right of Beijing Qianjing Landscape Co.Ltd(603778) 71082480 shares held by it (accounting for 11.06% of the total share capital of Qianjing garden) to Hainan tourism investment
Hainan travel investment fully subscribes the 128571429 shares referred to in the non-public offering of shares by Beijing Qianjing Landscape Co.Ltd(603778) to it in cash (the final number of shares to be issued shall be subject to the number approved by the CSRC)
This report refers to Beijing Qianjing Landscape Co.Ltd(603778) acquisition report
CSRC refers to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
China Securities Depository and Clearing Corporation refers to the Shanghai Branch of China Securities Depository and Clearing Corporation Limited
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 measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Hainan tourism investment, Yang Jing and Hui Quanfu signed the "share transfer agreement" on March 11, 2022. The share transfer agreement between Hainan Tourism Investment Development Co., Ltd. and Hui Quanfu and Yang Jing on the conditional entry into force of Beijing Qianjing Hangzhou Landscaping Co.Ltd(605303) Co., Ltd
Voting power entrustment agreement refers to the voting power entrustment agreement signed by Hainan tourism investment and huiquanfu on March 11, 2022
Share subscription agreement refers to the share subscription agreement with conditional effect signed by Beijing Qianjing Landscape Co.Ltd(603778) and Hainan travel investment on March 11, 2022
Standard No. 16 refers to the standard for public offering of securities
In this report, if there is any difference in the mantissa between the sum of partial total and each detailed number, it is caused by rounding.
