Anxin Securities Co., Ltd
About Casin Real Estate Development Group Co.Ltd(000838)
Verification opinions on the lifting of restrictions on the sale and circulation of non-public shares
Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” or “sponsor”) as Guoxing
Rongda Real Estate Co., Ltd. (renamed Caixin Real Estate Development Group Co., Ltd. from March 26, 2019)
The company, hereinafter referred to as ” Casin Real Estate Development Group Co.Ltd(000838) ” or “the company”) continued to supervise the non-public offering of shares in 2015
The recommendation institution shall, in accordance with the administrative measures for the recommendation business of securities issuance and listing and the listed companies of Shenzhen Stock Exchange
Guidelines for recommendation work, listing rules of Shenzhen Stock Exchange, main board listing company of Shenzhen Stock Exchange
The company’s guidelines for standardized operation and other relevant provisions restrict the sale of non-public offering shares in Casin Real Estate Development Group Co.Ltd(000838) 2015
The lifting of restrictions on sales shall be carefully verified. The verification results and opinions are as follows:
1、 Basic information on the acquisition of restricted shares this time
On the approval of Guoxing Rongda Real Estate Co., Ltd
The official reply to the public offering of shares (zjxk [2015] No. 1781) was approved and the company was established in September 2015
To Chongqing Caixin Real Estate Development Co., Ltd. (now renamed Chongqing Caixin Real Estate Development Group Co., Ltd.)
(hereinafter referred to as “Caixin real estate”) non-public offering of RMB common shares (A shares) 133418043
Shares, and the total amount of raised funds is 10499999841 yuan. The specific issuance and placement are as follows:
Serial number investor name issue price number of shares allocated (shares) amount allocated (yuan) proportion of shares issued this time in the share capital after the issuance lock up period (yuan / share) (month)
Chongqing Caixin real estate
1 Development Group Co., Ltd. 7.8713341804310499999841 42.43% 36 company
Total 13341804310499999841 42.43%
The non-public offering of shares was listed on Shenzhen Stock Exchange on September 28, 2015, with a sales restriction period of
36 months. After the completion of this non-public offering, the total share capital of the company increased from 180999720 shares to 314417763 shares
Shares.
On March 8, 2016, the company implemented the 2015 annual dividend distribution and conversion to share capital plan to
The accumulation fund is converted into 25 shares for every 10 shares to all shareholders. After the implementation of the plan, the aforesaid restricted shares shall be
The number of shares increased to 1336963150.
2、 Relevant commitments made by the shareholders applying for lifting the restrictions on sales and their performance
(I) contents and changes of relevant commitments
1. Chongqing Caixin Enterprise Group Co., Ltd. (hereinafter referred to as “Caixin group”), Mr. Lu Shengju, the actual controller of Caixin real estate and the company (hereinafter referred to as “the promisor”) made the letter of commitment on avoiding horizontal competition in August 2013. Commitment: “in addition to the stock real estate development projects directly or indirectly held or controlled by the promisor as of the date of this letter, the promisor and other companies controlled by the promisor will take effective measures not to engage in or participate in any other business that may compete with the main business of the listed company, including real estate development, sales and leasing.
2. During the operation of the existing real estate development projects directly or indirectly held or controlled by the promisor as of the date of this letter, the promisor will perform the necessary approval procedures when the relevant conditions are ripe, and inject the existing real estate development projects held by the promisor into the listed company through asset restructuring, equity acquisition or other legal means, so as to expand and strengthen the listed company.
3. If any business opportunity obtained from any third party by the promisor and other companies under their respective control other than the listed company in the future competes or may compete with the main business of the listed company, the promisor and other companies under their respective control will immediately notify the listed company and try their best to give priority to the listed company “.
4. In order to implement the requirements of the regulatory guidelines for listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies (announcement of China Securities Regulatory Commission 2013 No. 55), in May 2014, The promisor made a new commitment on the letter of commitment on avoiding horizontal competition (see Company No. 2014033: instructions of Caixin group, Caixin real estate and Mr. Lu Shengju on fulfilling the letter of commitment on avoiding horizontal competition), which was deliberated and adopted by the 23rd Meeting of the eighth board of directors and the third extraordinary general meeting of the company in 2014. The contents of the re commitment mainly include: (1) to solve the horizontal competition through asset injection, and promise that Chongqing Zhongzhi Property Development Co., Ltd. (Caixin Yuzhong city project), Chongqing Hongxin Investment Co., Ltd. (Caixin shabin city project) and Chongqing Caixin Hengli Real Estate Co., Ltd. (Caixin Wright and mountain project) will start the procedure of injecting the company in 2018, Promise that the tourism development project of Dazu stone carving film and Television Culture Co., Ltd. and its Dazu Longshui Lake International Tourism Resort will start the process of injecting into the company in 2019; (2) Promise that Chongqing Henghong Real Estate Co., Ltd., Henan Caixin Real Estate Co., Ltd. and Chongqing Fuqian Real Estate Development Co., Ltd. plan to solve the problem of horizontal competition by not acquiring new real estate development projects; (3) If any business opportunity obtained by the promisor and other companies under their respective control other than the listed company from any third party in the future competes or may compete with the main business of the listed company, the promisor and other companies under their respective control will immediately notify the listed company and try their best to give priority to the listed company.
5. The company held the 51st meeting of the 9th board of directors and the 17th meeting of the 9th board of supervisors on November 16, 2018, and held the 5th extraordinary general meeting of shareholders in 2018 on December 3, 2018. The proposal on the company’s abandonment of the acquisition of 100% equity of Chongqing Zhongzhi property development Co., Ltd. in 2018 was reviewed and approved Proposal on the company’s abandonment of the acquisition of 100% equity of Chongqing Hongxin Investment Co., Ltd. in 2018, proposal on the company’s abandonment of the acquisition of 100% equity of Chongqing Caixin Hengli Real Estate Co., Ltd. in 2018, proposal on the partial change of the commitment letter on avoiding horizontal competition by Caixin group, Caixin real estate and Mr. Lu Shengju.
The relevant commitments after the change are as follows:
(1) Chongqing Zhongzhi Property Development Co., Ltd. (Caixin Yuzhong city project)
According to the development of Caixin Yuzhong city project, it is promised to complete the cancellation of central property and the change or transfer of business scope (excluding real estate development business) by the end of 2022; Before the cancellation, business scope (excluding real estate development business) change or transfer is completed, the Caixin Yuzhong city project developed by Zhongzhi property is entrusted by Casin Real Estate Development Group Co.Ltd(000838) to be responsible for the overall operation of the project, including the whole process of project planning, design, development and construction, sales, delivery and other project construction; In case of equity transfer of Zhongzhi property, Casin Real Estate Development Group Co.Ltd(000838) has the priority; Central property will no longer acquire new projects. If the cancellation of the intermediate property or the change of business scope is not completed before the end of 2022, the promisor shall complete the internal decision-making procedure and the start-up procedure of equity transfer before June 30, 2023, Casin Real Estate Development Group Co.Ltd(000838) complete the deliberation procedure of the board of directors for exercising or waiving the preemptive right; If Casin Real Estate Development Group Co.Ltd(000838) waives the preemptive right, it shall be sold to a third party unrelated to the promisor at an appropriate time within 12 months after Casin Real Estate Development Group Co.Ltd(000838) waives the preemptive right.
The promisor promises that from the effective date of this commitment, if Casin Real Estate Development Group Co.Ltd(000838) suffers or incurs losses or expenses due to the promisor’s breach of commitment, the promisor will compensate in cash within 20 working days of Casin Real Estate Development Group Co.Ltd(000838) suffering or incurring losses or expenses.
(2) Chongqing Hongxin Investment Co., Ltd. (Caixin shabin city project)
According to the development of Caixin shabin city project, we promise to complete the cancellation of Hongxin investment and the change or transfer of business scope (excluding real estate development business) by the end of 2024; Before the cancellation, change or transfer of business scope (excluding real estate development business), Caixin shabin city project developed by Hongxin investment is entrusted by Casin Real Estate Development Group Co.Ltd(000838) to be responsible for the overall operation of the project, including the whole process of project construction such as project planning, design, development and construction, sales and delivery; In case of equity transfer of Hongxin investment, Casin Real Estate Development Group Co.Ltd(000838) has priority; Hongxin investment will no longer acquire new projects. If the cancellation of Hongxin investment or the change of business scope is not completed before the end of 2024, the promisor shall complete the internal decision-making procedure and the start-up procedure of equity transfer before June 30, 2025, and Casin Real Estate Development Group Co.Ltd(000838) complete the deliberation procedure of the board of directors for exercising or waiving the preemptive right; If Casin Real Estate Development Group Co.Ltd(000838) waives the preemptive right, it shall be sold to a third party unrelated to the promisor at an appropriate time within 12 months after Casin Real Estate Development Group Co.Ltd(000838) waives the preemptive right.
The promisor promises that from the effective date of this commitment, if Casin Real Estate Development Group Co.Ltd(000838) suffers or incurs losses or expenses due to the promisor’s breach of commitment, the promisor will compensate in cash within 20 working days of Casin Real Estate Development Group Co.Ltd(000838) suffering or incurring losses or expenses.
(3) Chongqing Caixin Hengli Real Estate Co., Ltd. (Caixin Wright and mountain project)
According to the development of Caixin Wright Mountain project, we promise to complete the cancellation of Caixin Hengli and the change or transfer of business scope (excluding real estate development business) by the end of 2024; Before the cancellation, change or transfer of business scope (excluding real estate development business), the Caixin Wright and mountain project developed by Caixin Hengli is entrusted by Casin Real Estate Development Group Co.Ltd(000838) to be responsible for the overall operation of the project, including the whole process of project construction such as project planning, design, development and construction, sales and delivery; In case of equity transfer of Caixin Hengli, Casin Real Estate Development Group Co.Ltd(000838) has priority; Caixin Hengli no longer obtains new projects. 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 procedure and the start-up procedure of equity transfer before June 30, 2025, and Casin Real Estate Development Group Co.Ltd(000838) complete the deliberation procedure of the board of directors for exercising or waiving the preemptive right; If Casin Real Estate Development Group Co.Ltd(000838) waives the preemptive right, it shall be sold to a third party unrelated to the promisor at an appropriate time within 12 months after Casin Real Estate Development Group Co.Ltd(000838) waives the preemptive right.
The promisor promises that from the effective date of this commitment, if Casin Real Estate Development Group Co.Ltd(000838) suffers or incurs losses or expenses due to the promisor’s breach of commitment, the promisor will compensate in cash within 20 working days of Casin Real Estate Development Group Co.Ltd(000838) suffering or incurring losses or expenses.
6. The company held the 17th extraordinary meeting of the 10th board of directors and the second extraordinary meeting of the 10th board of supervisors respectively on December 11, 2019, and held the 9th extraordinary general meeting of shareholders in 2019 on December 27, 2019. The proposal on changing the commitment letter on avoiding horizontal competition among Caixin group, Caixin real estate and Lu Shengju was deliberated and adopted. The relevant commitments after the change are as follows:
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 Longshui Lake International Tourism Resort in Dazu District, it is committed to complete the cancellation of Dazu film and television, the change or transfer of business scope (excluding real estate development business) by the end of 2025; Before the cancellation, change or transfer of business scope (excluding real estate development business), the development project of Dazu film and Television Institute shall be entrusted by Casin Real Estate Development Group Co.Ltd(000838) to be responsible for the overall operation of the project, including the whole process of project construction such as project planning, design, development and construction, sales and delivery; In case of equity transfer of Dazu film and television, Casin Real Estate Development Group Co.Ltd(000838) has priority; Dazu film and television will no longer obtain new projects. If the cancellation of Dazu film and television or the change of business scope is not completed before the end of 2025, the promisor shall complete the internal decision-making procedure and the start-up procedure of equity transfer before June 30, 2026, Casin Real Estate Development Group Co.Ltd(000838) complete the deliberation procedure of the board of directors for exercising or waiving the preemptive right; If Casin Real Estate Development Group Co.Ltd(000838) waives the preemptive right, it shall be sold to a third party unrelated to the promisor at an appropriate time within 12 months after Casin Real Estate Development Group Co.Ltd(000838) waives the preemptive right.
The promisor promises that from the effective date of this commitment, if Casin Real Estate Development Group Co.Ltd(000838) suffers or incurs losses or expenses due to the promisor’s breach of commitment, the promisor will compensate in cash within 20 working days of Casin Real Estate Development Group Co.Ltd(000838) suffering or incurring losses or expenses. “
(II) performance of relevant commitments
1. Chongqing Zhongzhi Property Development Co., Ltd., Chongqing Hongxin Investment Co., Ltd. and Chongqing Caixin Hengli Real Estate Co., Ltd., which promised to start the asset injection process in 2018, and Dazu stone carving film and Television Culture Co., Ltd. and its tourism development project of Longshui Lake International Tourism Resort in Dazu District, which started the asset injection process in 2019. The board of directors and the general meeting of shareholders of the company have approved to abandon the acquisition temporarily, It is also agreed that the promisor will make changes to the content of the commitment. At present, four projects have been entrusted to the company for custody.
2. Henan Caixin Real Estate Co., Ltd., which promised not to add new real estate development projects, has transferred 59% of the company held by the promisor in 2016, and the problem of horizontal competition has been solved.
3. Chongqing Henghong Real Estate Co., Ltd., which promises not to add new real estate development projects, has no real estate development projects planned or under construction at present.
4. Chongqing Fuqian Real Estate Development Co., Ltd., which promised not to add new real estate development projects, did not add new real estate development projects. The company has no other projects except the Caixin Plaza project currently under development
