Securities code: Casin Real Estate Development Group Co.Ltd(000838) securities abbreviation: Casin Real Estate Development Group Co.Ltd(000838) Announcement No.: 2022012
Casin Real Estate Development Group Co.Ltd(000838)
About non-public offering of restricted shares
Suggestive announcement of lifting the sales restriction
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. The number of restricted shares released this time is 206591986 shares held by the controlling shareholder Chongqing Caixin Real Estate Development Group Co., Ltd., accounting for 44.24% of the total number of 466963150 restricted shares formed by the company's non-public offering in 2015, 24.42% of the company's shares with unlimited conditions, 18.77% of the company's total share capital and 30.46% of the shares of listed companies held by the controlling shareholder.
2. The listing date of the tradable shares with limited sale conditions is March 23, 2022. 1、 Basic information of the lifting of restricted shares this time
On June 26, 2015, it was approved by the issuance Audit Committee of China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), and on July 27, 2015, it was approved by the reply on Approving the non-public development of shares of Guoxing Rongda Real Estate Co., Ltd. (zjxk [2015] No. 1781) issued by the CSRC, Casin Real Estate Development Group Co.Ltd(000838) (hereinafter referred to as "the company", Casin Real Estate Development Group Co.Ltd(000838) ) to Chongqing Caixin Real Estate Development Co., Ltd. (hereinafter referred to as "Caixin real estate", "controlling shareholder") (now renamed as "Chongqing Caixin Real Estate Development Group Co., Ltd
The company ") non publicly issued 133418043 new shares. The above new shares were issued in September 2015
It was listed on Shenzhen Stock Exchange on June 28, with a sales restriction period of 36 months and a listing circulation time of
September 28, 2018.
On March 8, 2016, the company implemented the 2015 annual dividend distribution and share capital conversion plan,
Increase 25 shares for every 10 shares to all shareholders with capital reserve. After the implementation of the plan, the aforesaid restricted shares
The number of shares increased from 133418043 to 466963150.
2、 Implementation of commitments by shareholders applying for lifting sales restrictions
(I) performance of commitments related to non-public offering of shares
On August 26, 2013, the company disclosed the plan for non-public development of shares in 2013
The object of this non-public offering is Caixin real estate, which subscribes for this non-public offering in cash
For the shares issued, the subscribed shares shall not be transferred within 36 months from the date of issuance
Give Way.
Performance of commitment content of commitment party and source of commitment
The lock up period for Chongqing Caixin real estate development group to subscribe for the shares of this non-public offering in 2015 is 36 months from the date of listing of the new shares of this offering, which has been fulfilled by the non-public offering Group Co., Ltd. Finish. Share commitments.
(II) performance of other commitments of Caixin real estate
1. On August 16, 2013, Caixin real estate became the largest shareholder of the company. In order to avoid
To generate horizontal competition, Caixin real estate and Chongqing Caixin Enterprise Group Co., Ltd. (hereinafter referred to as "Caixin")
Letter group ") and Mr. Lu Shengju, the actual controller, issued the commitment on avoiding horizontal competition
The promise letter promises that the existing real estate will perform the necessary approval procedures when the relevant conditions are ripe,
Injected into the listed company through asset restructuring, equity acquisition or other legal means, and no longer from
New real estate business.
2. In order to safeguard the interests of the company and minority shareholders, the company was established on November 16, 2018
The 51st meeting of the 9th board of directors and the 17th meeting of the 9th board of supervisors were held respectively
The fifth extraordinary general meeting of shareholders in 2018 was held on December 3, 2018
After some changes about Caixin group, Caixin real estate and Mr. Lu Shengju about avoiding the same
Letter of commitment on competition in the industry; The company held the second meeting on December 11, 2019
The 17th interim meeting of the 10th board of directors and the second interim meeting of the 10th board of supervisors were held on
On December 27, 2019, the ninth extraordinary general meeting of shareholders in 2019 was held, and the relevant regulations were reviewed and adopted
Yu Caixin group, Caixin real estate and Mr. Lu Shengju changed their commitment to avoid horizontal competition
Letter of proposal.
3. On September 28, 2017 and November 22, 2017, the company held its ninth meeting respectively
It was deliberated and adopted at the 33rd meeting of the board of directors and the 5th extraordinary general meeting of shareholders in 2017
On the acquisition of Chongqing Hanyu held by the related party Chongqing Caixin Environmental Resources Co., Ltd
Proposal on 100% equity of renewable resources Co., Ltd., the purchase price is 30986570000
Yuan. Chongqing Hanyu renewable resources Co., Ltd. (hereinafter referred to as "Chongqing Hanyu") was established in 2017
On December 18, 2004, the industrial and commercial change procedures for equity transfer were completed. Chongqing Caixin Environmental Resources Co., Ltd
Ltd. (hereinafter referred to as "Caixin environment") makes a performance commitment to Chongqing Hanyu. At the same time,
Caixin group made commitments to avoid horizontal competition.
4. The performance of commitments is as follows:
Performance of commitment content of commitment party and source of commitment
Performance of commitment content of commitment party and source of commitment
Chongqing Fuqian Real Estate Development Co., Ltd. is a wholly-owned subsidiary of Caixin real estate. Business model
Chongqing Caixin Fangwei: real estate development, housing sales and property management (practicing with qualification certificate); Agricultural real estate development and tourism project development, sales of building materials (excluding hazardous chemicals) and decoration materials
Group Co., Ltd. (excluding hazardous chemicals), hardware and electrical equipment, department stores; Real estate intermediary consulting services.
Financial information department as of 2013; At present, the project being developed by Chongqing Fuqian Real Estate Development Co., Ltd. is Caixin Plaza, which is under implementation. Real estate has become a project of Gongxin enterprise group, and there is no other project reserve. Chongqing Fuqian Real Estate Development Co., Ltd. is the controlling shareholder of Caixin company; The development of the office building, the main component of the Plaza project, has been basically completed, and the commitments have been injected into it. Lushengju company has been unable to bring profit growth point to Casin Real Estate Development Group Co.Ltd(000838) company. Development conclusion of Caixin Plaza Project
After the bundle, Chongqing Fuqian Real Estate Development Co., Ltd. will no longer obtain new real estate development items
So as not to compete with Casin Real Estate Development Group Co.Ltd(000838) in the same industry.
Caixin real estate holds 59% equity of Henan Caixin Real Estate Co., Ltd., which has
The business scope of the company is: "real estate development and operation." Henan Caixin Real Estate Co., Ltd
The development of the company's San Tiana project has been basically completed, and the injection into listed companies has been unable
Bring profit growth point to Casin Real Estate Development Group Co.Ltd(000838) company. Henan Caixin Real Estate Co., Ltd. will no longer obtain the real estate development projects of Caixin in 2013, so as to completely solve the problem of horizontal competition. The completed property becomes public
Chongqing Henghong Real Estate Co., Ltd. is a wholly-owned subsidiary of Caixin real estate. Its business scope: the development and property management of the controlling shareholder of the real estate (see Note 1 for details), and the sales of building materials and decoration materials, hardware, electricity and metal materials. Material. Up to now, Chongqing Henghong Real Estate Co., Ltd. has no real estate development projects planned or under construction
Send items. The company will no longer acquire new real estate development projects, so as to avoid contact with caixinfa
There is horizontal competition in Chongqing Caixin real estate exhibition. According to the development of tourism development projects of Dazu stone carving film and Television Culture Co., Ltd. (hereinafter referred to as "Dazu film and television") and its Dazu Longshui Lake International Tourism Resort, the real estate development group promises the division; The cancellation of Dazu film and television, the change or transfer of business scope (excluding real estate development business) and Xinxin enterprise group shall be completed by the end of Chongqing Finance 2025; Cancellation, change of business scope (excluding real estate development business) or
limited company; Before the completion of the transfer, the development project of Dazu film and Television Institute was entrusted by Casin Real Estate Development Group Co.Ltd(000838) and was responsible for the overall operation of the project in 2013, including the whole process of project planning, design, development and construction, sales, delivery and other real estate projects; In case of equity transfer of Dazu film and television, Casin Real Estate Development Group Co.Ltd(000838) has priority; Dazu film and television, the controlling shareholder of the company, will no longer obtain new projects. If the Dazu film and television note is not completed before the end of 2025, it is being implemented. Commitments. In case of cancellation or change of business scope, the promisor shall complete the internal decision-making procedure of equity transfer in December 2019 and the start-up procedure of equity transfer before June 30, 2026 (see Note 2 for details), and Casin Real Estate Development Group Co.Ltd(000838) complete the deliberation procedure of the board of directors for exercising or partially abandoning the preemptive right; If Casin Real Estate Development Group Co.Ltd(000838) waives the right of preemption, it will be later.
Casin Real Estate Development Group Co.Ltd(000838) give up the preemptive right and sell it to the transferee at an appropriate time within 12 months
Third parties not related to the promisor.
The promisor promises that from the effective date of this commitment, if the promisor violates the commitment, it will cause financial crisis
The person suffers or will incur a loss in the development of the company
Compensation shall be made in cash within 20 working days of loss or expense. "
Performance of commitment content of commitment party and source of commitment
According to the development of Caixin Wright and mountain project, it is promised to complete Chongqing Caixin by the end of 2024
Cancellation and business scope of Caixin Hengli Real Estate Co., Ltd. (hereinafter referred to as "Caixin Hengli")
(real estate development business) change or transfer; In the cancellation and business scope (excluding real estate)
Development business) before the change or transfer is completed, Caixin Wright and Shan developed by Caixin Hengli
The project is entrusted by Casin Real Estate Development Group Co.Ltd(000838) and is responsible for the overall operation of the project, including project planning
The whole process of project construction such as design, development, construction, sales and delivery; Such as Caixin Hengli equity
In case of transfer, Casin Real Estate Development Group Co.Ltd(000838) has the right of priority; Caixin Hengli no longer obtains new projects. If in
If the cancellation of Caixin Hengli or the change of business scope is not completed before the end of 2024, the promisor shall
Complete the internal decision-making process of equity transfer and the commencement of equity transfer before June 30, 2025
The board of directors of Casin Real Estate Development Group Co.Ltd(000838) completed the deliberation procedure of exercising or waiving the preemptive right;
If Casin Real Estate Development Group Co.Ltd(000838) waives the preemptive right, 12 months after Casin Real Estate Development Group Co.Ltd(000838) waives the preemptive right
Sell it to a third party unrelated to the promisor at an appropriate time within a month. In 2013, the promisor of Caixin promises that from the effective date of this commitment, if Caixin real estate suffers or incurs losses or expenses due to the breach of this commitment, the promisor will compensate in cash within 20 working days of Casin Real Estate Development Group Co.Ltd(000838) suffering or incurring the losses or expenses of the controlling shareholder of the company. Under implementation. Commitments.
According to the development of Caixin · shabin city project, it is promised to complete the cancellation of Chongqing (see Note 2 for details) Hongxin Investment Co., Ltd. (hereinafter referred to as "Hongxin investment") and the change or transfer of business scope (part of the real estate development business changed in last month) by the end of 2024; In the cancellation and business scope (excluding real estate).
(development business) Caixin shabin city developed by Hongxin investment before the completion of change or transfer
The project is entrusted by Casin Real Estate Development Group Co.Ltd(000838) and is responsible for the overall operation of the project, including project planning
Design, development, construction, sales and delivery
