Securities code: Caissa Tosun Development Co.Ltd(000796) securities abbreviation: Caissa Tosun Development Co.Ltd(000796) Announcement No.: 2022024
Bond Code: 112532 bond abbreviation: 17 Caesar 03
Caissa Tosun Development Co.Ltd(000796)
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.
Important:
1. Changes in equity: the actual controller of HNA Tourism Group Co., Ltd. (hereinafter referred to as “HNA tourism”) is changed from Hainan Cihang public welfare foundation to all beneficiaries of the trust, that is, there is no actual controller; The actual controller of HNA Aviation Group Co., Ltd. (hereinafter referred to as “aviation group”) was changed from Hainan Cihang public welfare foundation to Mr. Fang Wei, a natural person. After this equity change, HNA tourism and aviation group will no longer form a concerted action relationship.
Mr. Chen Xiaobing, the actual controlling shareholder of the company (hereinafter referred to as “Kaisa ) and the actual controlling shareholder of the company, is” Kaisa 796 35.
1、 Basic information of this change of shareholders’ control
1. Change of control right of HNA Tourism Group Co., Ltd
On April 24, 2022, the company received the notice from HNA Group Co., Ltd. (hereinafter referred to as “HNA Group”), an affiliate of HNA tourism. The main contents are as follows: “on April 24, 2022, HNA Group received the civil ruling [(2021) qiongpo No. 383-1] served by Hainan Higher People’s court, which ruled and confirmed that 321 companies such as HNA Group Co., Ltd. had completed the reorganization plan of substantive merger and reorganization of 321 companies such as HNA Group Co., Ltd , the ruling is final. HNA Group released public information on the same day, which showed that “since Hainan Higher People’s court ruled to approve the reorganization plan on October 31, 2021, under the supervision of the court and through public selection in accordance with regulations, CITIC Trust Co., Ltd. and Everbright Xinglong Trust Co., Ltd. have been determined
The consortium is the trust trustee. Today (April 24, 2022), the special service trust for bankruptcy reorganization of HNA Group has been established in accordance with the law. According to the reorganization plan, 321 companies including HNA Group adjusted their equity structure to the equity structure specified in the reorganization plan due to the implementation of the reorganization plan. Therefore, the actual controller of HNA tourism is all the beneficiaries of the trust. For details, please refer to the detailed report on changes in equity issued by the company today.
2. Change of control right of HNA Aviation Group Co., Ltd
On December 9, 2021, Hainan Airlines Holding Co.Ltd(600221) (hereinafter referred to as “Hainan Airlines”) released the suggestive announcement on changes in shareholders’ equity and changes in controlling shareholders and actual controllers. The announcement showed that “Hainan Fangda Airlines Development Co., Ltd. (hereinafter referred to as” Fangda Airlines “) has become the controlling shareholder of Hainan Airlines, and the natural person Fang Wei is the actual controller of Hainan Airlines. On January 21, 2022, 95% of the equity of HNA Aviation Group Co., Ltd. (hereinafter referred to as “aviation group”) has completed the industrial and commercial change procedures and registered with “Fangda Airlines”.
2、 Description of the relationship between the shareholders of the company no longer constitute concerted action
1. Before the change of control right, HNA tourism and aviation group were affiliated enterprises controlled by the same actual controller Hainan Cihang public welfare foundation. Referring to the relevant provisions of the measures for the administration of the acquisition of listed companies, HNA tourism and aviation group had the relationship of acting in concert, holding 190799483 shares of the company, accounting for 23.76% of the total share capital of the company.
2. After the change of control right of shareholders, HNA tourism and aviation group are no longer controlled by the same actual controller, and there is no situation that they should be recognized as persons acting in concert in the administrative measures for the acquisition of listed companies. Therefore, HNA tourism and aviation group no longer constitute a concerted action relationship. HNA tourism holds 175295608 shares of the company, accounting for 21.83% of the total share capital of the company, and is still the second largest shareholder of the company. Aviation group holds 15503875 shares of the company, accounting for 1.93% of the total share capital of the company.
3、 Other information
1. After the concerted action relationship between HNA tourism and aviation group is terminated, both parties will independently exercise the rights and obligations of shareholders according to their own wishes and independently exercise the voting rights of the company’s shares. Both parties will continue to fulfill their commitments and obligations to the company. 2. This event will not have a significant impact on the company’s production and operation, nor will it have an impact on the company’s governance structure and sustainable operation.
4、 Documents for future reference
1. Notice on the completion of the execution of the reorganization plan of the substantive merger and reorganization case of 321 companies such as HNA Group Co., Ltd. (HNA Group Co., Ltd.)
2. Simplified equity change report (HNA Group Co., Ltd.)
3. Detailed equity change report (HNA Industrial Group Co., Ltd.)
Caissa Tosun Development Co.Ltd(000796) board of directors April 28, 2002
