Securities code: Langfang Development Co.Ltd(600149) securities abbreviation: Langfang Development Co.Ltd(600149) Announcement No.: pro 2022012 Langfang Development Co.Ltd(600149)
Suggestive announcement on changes in shareholders' equity
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.
Important content tips:
This equity change will not touch the tender offer
This equity change will not change the controlling shareholder of the company, which will lead to the change of the actual controller of the company
1、 Basic information of this equity change
(I) basic information of information disclosure obligor
1. Langfang Finance Bureau
Name: Langfang Finance Bureau
Registered address: No. 209, Xinhua Road, Guangyang District, Langfang City, Hebei Province
Unified social credit code of legal person: 111310 Shenzhen Fountain Corporation(000005) 421765
Type: organ legal person
Person in charge: Yao Zhenhui
Mailing address: No. 209, Xinhua Road, Guangyang District, Langfang City, Hebei Province
Postal Code: 065000
1. Formulate finance and taxation development strategies, plans, policies and reform plans and organize their implementation. Analyze and predict the macroeconomic situation, participate in the formulation of macroeconomic policies, and put forward suggestions on the use of fiscal and tax policies to implement macro-control and comprehensively balance social financial resources. Formulate distribution policies between cities and counties, governments and enterprises, and improve fiscal and tax policies to encourage the development of public welfare undertakings.
2. Implement the laws, administrative regulations and rules of finance, finance and accounting management.
3. Be responsible for the management of municipal financial revenue and expenditure. Prepare the draft of annual municipal budget and final accounts, organize the implementation, and compile the draft of municipal budget and final accounts. Organize the formulation of expenditure standards and quotas, review and approve the annual budget and final accounts of departments (units). Entrusted by the municipal government, report the financial budget, implementation and final accounts to the Municipal People's Congress and its Standing Committee. Be responsible for the asset management of government investment funds and municipal financial contributions. Be responsible for the disclosure of municipal financial budgets and final accounts. Responsible for implementing budget performance management assessment.
4. Be responsible for organizing the implementation of tax policies, local tax regulations, government rules and implementation rules. Put forward suggestions on major issues such as tax items, tax rate adjustment, reduction and exemption and local tax policies authorized by the central and provincial governments. Organize and promote the reform of the tax system.
5. Be responsible for the management of non-government income according to the division of labor. Be responsible for the management of government funds and administrative fees according to regulations. Manage financial bills. Implement lottery management policies and relevant measures, supervise the lottery market and manage lottery public welfare funds according to regulations.
6. Study and formulate treasury management system and treasury centralized collection and payment system, guide and supervise municipal treasury business, and carry out treasury cash management. Formulate the preparation methods of government financial reports and organize their implementation. Formulate government procurement system and supervise and manage it.
7. Implement the government debt management system and policies and formulate specific measures. Be responsible for the management of government debt limit, bond application and issuance, principal and interest repayment, etc. Implement the national foreign debt management policy, formulate specific measures and manage the foreign creditor's rights and debts of the municipal government. Carry out foreign financial exchanges.
8. Take the lead in preparing the report on the management of state-owned assets. According to the authorization of the municipal government, perform the responsibilities of municipal state-owned financial capital contributors in a centralized and unified manner. Implement the rules and regulations on the management of state-owned financial capital and formulate specific measures. Formulate and organize the implementation of the state-owned assets management system of administrative institutions, and formulate expenditure standards and expenditure policies that need to be uniformly stipulated by the whole city.
9. Be responsible for reviewing and summarizing the draft budget and final accounts of the city's state-owned capital operation, organizing the implementation of the state-owned capital operation budget system, formulating specific measures and collecting the state-owned capital income of municipal enterprises. Organize the implementation of enterprise financial system. To be responsible for the administration of non trade foreign exchange of administrative institutions and social organizations within the financial budget.
10. Be responsible for reviewing, summarizing and preparing the draft budget and final accounts of the city's social insurance funds, formulating relevant fund (Fund) financial management systems with relevant departments and organizing their implementation. To undertake the financial supervision of social insurance funds.
11. Be responsible for handling and supervising the economic development expenditure of Municipal Finance and the financial allocation of municipal government investment projects, participating in the formulation of relevant policies for municipal construction investment and formulating the financial management system of infrastructure construction. Responsible for the management of financial budget review.
12. Be responsible for managing the accounting work of the whole city, supervising and standardizing accounting behavior, and organizing the implementation of accounting system.
13. Complete other tasks assigned by the municipal Party committee and the municipal government.
2. State owned assets supervision and Administration Commission of Langfang Municipal People's Government
Name: state owned assets supervision and Administration Commission of Langfang Municipal People's Government
Registered address: No. 215, Xinhua Road, Guangyang District, Langfang City, Hebei Province
Unified social credit code of legal person: 11131 Tibet Mineral Development Co.Ltd(000762) 0986308
Type: organ legal person
Person in charge: wanfusen
Mailing address: No. 215, Xinhua Road, Guangyang District, Langfang City, Hebei Province
Postal Code: 065000
Main responsibilities:
1. According to the authorization of the municipal government and in accordance with the law of the people's Republic of China on state owned assets of enterprises, the company law of the people's Republic of China and other laws and administrative regulations, perform the responsibilities of investors, supervise the state-owned assets of enterprises performing the responsibilities of investors, and strengthen the management of state-owned assets.
2. Assume the responsibility of supervising the maintenance and appreciation of state-owned assets of the supervised enterprises; Establish and improve the index system for the preservation and appreciation of state-owned assets, formulate assessment standards, and supervise the preservation and appreciation of state-owned assets of supervised enterprises through statistics and audit; Optimize the assessment and distribution, improve the incentive and restraint mechanism, improve the income distribution management and regulation system of the supervised enterprises, be responsible for the salary distribution management of the supervised enterprises, formulate and organize the implementation of the income distribution policies of the principals of the supervised enterprises.
3. Study and establish the operation system of state-owned capital and formulate the operation plan of state-owned capital; Promote the standardized operation of state-owned capital, establish and guide the state-owned capital investment and operation companies of the municipal SASAC to carry out the operation of state-owned capital; According to the requirements of adjusting and optimizing the layout and structure of state-owned capital, guide the supervised enterprises to strengthen the management of their financial business; To organize and guide the establishment and operation of relevant investment funds; Centralized management of the work related to the performance of the responsibilities of shareholders of diversified investment entities by the municipal SASAC.
4. Guide and promote the reform and reorganization of state-owned enterprises, promote the construction of modern enterprise system of state-owned enterprises, and improve the corporate governance structure; Promote the strategic adjustment of the layout and structure of the state-owned economy, formulate the overall plan of the supervised enterprises, and review the development strategy and plan of the supervised enterprises; Improve the way of investment supervision and strengthen the main business management; Guide the supervised enterprises to prevent risks and carry out accountability for illegal investment. 5. Be responsible for appointing, removing and assessing the principals of the supervised enterprises through legal procedures, and reward and punish them according to their business performance.
6. Be responsible for organizing the supervised enterprises to hand over the state-owned capital income, participating in the formulation of relevant management systems and methods of state-owned capital operation budget, and responsible for the preparation and implementation of state-owned capital operation budget and final accounts in accordance with relevant regulations.
7. Be responsible for the utilization of relevant supervision achievements, classified disposal, supervision and in-depth verification, and organize special verification of common problems found in supervision and inspection, organize the investigation of major losses of state-owned assets, and put forward opinions and suggestions on accountability.
8. According to the responsibilities of the investor, supervise and inspect the supervised enterprises to implement the national work safety guidelines and policies and relevant laws, regulations and standards.
9. Be responsible for the basic management of state-owned assets of enterprises, implement national laws and regulations on state-owned assets management, formulate relevant systems and methods for state-owned assets management, and guide and supervise the state-owned assets management of counties (cities, districts) and Langfang Development Zone according to law.
10. Establish and improve the responsibility system for Party building, improve the assessment and evaluation system for Party building in enterprises, and carry out the assessment of Party building in supervised enterprises; Guide the supervised enterprises to carry out party building.
11. Guide the supervised enterprises and entrusted institutions to rectify the problems found in patrol inspection, special inspection and audit.
12. Supervise and manage the assets of the supervised collective enterprises, safeguard the legitimate rights and interests of the collective economy and promote the development of the collective economy.
13. Complete other tasks assigned by the municipal Party committee and the municipal government.
(II) basic information of changes in equity
On December 28, 2021, Langfang Development Co.Ltd(600149) (hereinafter referred to as " Langfang Development Co.Ltd(600149) ") disclosed the suggestive announcement on changes in shareholders' equity (Announcement No.: p.2021029) according to the agreement on free transfer of state owned property rights of enterprises and the report on changes in equity provided by the state owned assets supervision and Administration Commission of Langfang Municipal People's Government (hereinafter referred to as "Langfang SASAC") and the Langfang Finance Bureau, Langfang Development Co.Ltd(600149) controlling shareholder Langfang Investment Holding Group Co., Ltd. (hereinafter referred to as "Langfang holding") will transfer 100% equity from Langfang Finance Bureau to Langfang SASAC for free. Langfang SASAC will perform the duties of contributor of state-owned assets of Langfang holding on behalf of the municipal government according to law. Langfang SASAC will indirectly hold Langfang Development Co.Ltd(600149) shares through Langfang holding and become the actual controller of Langfang Development Co.Ltd(600149) through Langfang holding.
Before this equity change, Langfang Finance Bureau did not hold Langfang Development Co.Ltd(600149) shares, Langfang SASAC held 100% state-owned equity of Langfang holdings, indirectly held Langfang Development Co.Ltd(600149) 58173700 shares through Langfang holdings, accounting for 15.30% of the total share capital, and was the actual controller of Langfang Development Co.Ltd(600149) .
According to the deployment of the municipal government, on March 24, 2022, Langfang Finance Bureau and Langfang SASAC signed the agreement on the termination of the free transfer agreement of enterprise state-owned property rights. Both parties agreed and jointly confirmed that from the date of signing this agreement, the free transfer agreement of enterprise state-owned property rights signed by both parties on December 17, 2021 was terminated and the free transfer of state-owned property rights of Langfang holding group was terminated, The 100% equity of Langfang holding group will be returned to Langfang Municipal Finance Bureau, and the Municipal Finance Bureau will resume performing the duties of contributor of state-owned assets of Langfang Holding Group on behalf of the municipal government according to law. After this equity change, Langfang SASAC will no longer indirectly hold Langfang Development Co.Ltd(600149) shares, Langfang Finance Bureau will hold 100% of the state-owned shares of Langfang holdings, indirectly hold Langfang Development Co.Ltd(600149) 58173700 shares through Langfang holdings, accounting for 15.30% of the total share capital, and will become the actual controller of Langfang Development Co.Ltd(600149) . Both parties will not transfer the equity of Langfang holding group within 18 months from April 30, 2021.
2、 Follow up matters involved
This equity change will lead to the change of Langfang Development Co.Ltd(600149) actual controller. After this equity change, the controlling relationship of Langfang Development Co.Ltd(600149) is shown in the figure below:
Langfang Finance Bureau
100%
Langfang Holdings
15.30%
Langfang Development Co.Ltd(600149) Langfang Development Co.Ltd(600149) ）
Langfang Finance Bureau and Langfang SASAC have disclosed relevant equity change reports. For details, see the short equity change report and detailed equity change report disclosed at the same time with this announcement.
It is hereby announced.
Langfang Development Co.Ltd(600149) board of directors
March 27, 2022
