Caissa Tosun Development Co.Ltd(000796)
Detailed equity change report
Name of listed company: Caissa Tosun Development Co.Ltd(000796) stock listing place: Shenzhen Stock Exchange Stock abbreviation: Caissa Tosun Development Co.Ltd(000796) Stock Code: Caissa Tosun Development Co.Ltd(000796) information disclosure obligor: HNA Industrial Group Co., Ltd
Address: 306, floor 3, building 1, yard 6, Futong East Street, Chaoyang District, Beijing
Mailing address: new HNA building, No. 7, Guoxing Avenue, Meilan District, Haikou City, Hainan province share change nature: increase (execute the court ruling)
Date of signature: April, 2002
Statement
1、 The information disclosure obligor shall, 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. 15 – Report on changes in equity, the standards for the contents and forms of information disclosure by companies issuing securities to the public No. 16 – Report on the acquisition of listed companies and other relevant laws This report is prepared by laws, regulations and normative documents.
2、 In accordance with the provisions of the above laws and regulations, this report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Caissa Tosun Development Co.Ltd(000796) . As of the signing date of this report, except for the shareholding information disclosed in this report, the information disclosure obligor has not increased or reduced the shares in Caissa Tosun Development Co.Ltd(000796) by any other means.
3、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the internal rules of the information disclosure obligor.
4、 This equity change is based on the information stated in this report. Except for the professional institutions employed by the information disclosure obligor, the information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
Declare that 2 interpretation Section 1 Introduction to information disclosure obligors eight
1、 Basic information of information disclosure obligor eight
2、 Basic information and equity relationship structure of controlling shareholders and actual controllers of information disclosure obligors 8 III. core enterprises and core businesses controlled by the information disclosure obligor and its controlling shareholders, affiliated enterprises and
Main business situation twelve
4、 Legal and compliant operation of the information disclosure obligor in the last five years nineteen
5、 Information about the directors, supervisors and senior managers of the information disclosure obligor Vi. the information disclosure obligors and their controlling shareholders own shares in other listed companies and financial institutions at home and abroad
When the equity shares reach or exceed 5% nineteen
7、 Changes in controlling shareholders and actual controllers of information disclosure obligors in the past two years twenty-one
8、 The main business of the information disclosure obligor and its financial status in the last three years Section 2 purpose and procedure of this equity change twenty-two
1、 The purpose of this equity change 22 II. Plans to continue to increase the shares of listed companies or dispose of shares with interests in the next 12 months 22
3、 Relevant procedures for the performance of this equity change Section III equity change method twenty-three
1、 The way of equity change this time twenty-three
2、 Changes in equity shares of listed companies held by information disclosure obligors twenty-three
3、 The main contents of the agreement related to this equity change twenty-three
4、 Restrictions on the rights of shares involved in this equity change twenty-three
Section IV source of funds 24 Section V follow up plan 25 I. change the main business of the listed company or make major changes to the main business of the listed company in the next 12 months
Big adjustment plan 2. Disposal of major assets, liabilities or other similar heavy assets of the listed company in the next 12 months
Big plan twenty-five
3、 Adjustment plan for current directors and senior managers of listed companies twenty-five
4、 The amendment plan of the articles of association of the listed company twenty-five
5、 Major changes to the existing employee employment plan of the listed company twenty-six
6、 Major changes in dividend policy of listed companies twenty-six
7、 Other plans that have a significant impact on the business and organization of the listed company Section VI analysis of the impact of this equity change on listed companies twenty-seven
1、 Impact on the independence of listed companies twenty-seven
2、 Impact on horizontal competition of listed companies twenty-eight
3、 Impact on related party transactions of listed companies Section 7 major transactions with listed companies twenty-nine
1、 Transactions with listed companies and their subsidiaries twenty-nine
2、 Transactions with directors, supervisors and senior managers of listed companies twenty-nine
3、 Compensation or similar arrangements for the directors, supervisors and senior managers of the listed company to be replaced 29 IV. other contracts, tacit understandings and arrangements being signed or negotiated that have a significant impact on the listed company 29. The trading of trading shares of the listed company within the six months before section 8 thirty
1、 Information disclosure obligor’s purchase and sale of shares of listed companies within the first six months 30 II. Directors, supervisors and senior managers of the information disclosure obligor and their immediate family members
Trading of shares of listed companies within 6 months Section 9 other important matters Section x documents for future reference thirty-three
1、 Documents for future reference thirty-three
2、 Location for future reference 33 schedule to the detailed report on changes in equity thirty-five
interpretation
In this report, unless the context otherwise requires, the following words have the following meanings:
Listed company, Caissa Tosun Development Co.Ltd(000796) refers to Caissa Tosun Development Co.Ltd(000796)
Information disclosure obligor, Haizhi HNA Industrial Group Co., Ltd
Aviation Industry
HNA Group refers to HNA Group Co., Ltd
No.2 information management refers to Hainan HNA No.2 Information Management Service Co., Ltd
The bankruptcy trust refers to the special reorganization service of HNA Group
HNA tourism group refers to HNA Tourism Group Co., Ltd
CITIC means CITIC Trust Co., Ltd
Everbright refers to Everbright Xinglong Trust Co., Ltd
This report refers to Caissa Tosun Development Co.Ltd(000796) detailed equity change report
This equity change refers to that HNA industry obtained 100% equity of HNA tourism group and indirectly held 21.83% equity shares of the listed company due to the implementation of the reorganization plan ruled by the court
“Civil ruling” refers to the civil ruling (2021) qiongpo No. 1-6 of Hainan Higher People’s court
Reorganization plan refers to the reorganization plan for the substantive merger and reorganization of 321 companies including HNA Group Co., Ltd
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies
Company Law refers to the company law of the people’s Republic of China
The articles of association refers to the Caissa Tosun Development Co.Ltd(000796) articles of association
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Note: any discrepancy between the total and the mantissa of the sum of the sub item values in this report is caused by rounding.
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
As of the signing date of this report, the basic information of HNA industry, the information disclosure obligor, is as follows:
Enterprise name: HNA Industrial Group Co., Ltd
Registered address: 306, floor 3, building 1, yard 6, Futong East Street, Chaoyang District, Beijing
Legal representative: Yang Yilu
The registered capital is 14136525800 yuan
Enterprise type: other limited liability companies
Unified social credit code 91110 Dongguan Winnerway Industry Zone Ltd(000573) 247617p
Date of establishment: April 14, 2011
Operating period: April 14, 2011 to April 13, 2061
Project investment; Investment management; business management; Sales of machinery and equipment; Mechanical equipment leasing. (“1. Without the approval of relevant departments, it is not allowed to raise funds in public; 2. It is not allowed to carry out securities products and financial derivatives trading activities in public; 3. It is not allowed to issue loans; business scope 4. It is not allowed to provide guarantees to other enterprises other than the invested enterprises; 5. It is not allowed to promise investors that the investment principal will not suffer losses or the minimum income” ； Market entities independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
Mailing address: new HNA building, No. 7, Guoxing Avenue, Meilan District, Haikou City, Hainan Province
Tel: 089869961099
Note: as of the date of signing this report, the legal representative is going through the industrial and commercial change registration.
2、 Basic information and equity relationship structure of controlling shareholders and actual controllers of information disclosure obligors
(I) equity structure
After this equity change, the equity structure of the information disclosure obligor is shown in the figure below:
According to the ownership structure of the information disclosure obligor, No. 2 trust management holds 100% equity of HNA industry and is the controlling shareholder of HNA industry. The trust holds 100% equity of No. 2 trust management.
(II) basic information of controlling shareholders
As of the signing date of this report, the basic information of No. 2 trust management is as follows:
Enterprise name: Hainan HNA No.2 Information Management Service Co., Ltd
Registered address: 25th floor, new HNA building, No. 7, Guoxing Avenue, Meilan District, Haikou City, Hainan Province
Legal representative: Zhao Quan
Registered capital: 1 million yuan
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Unified social credit code 91460000maa95c8f7f
Date of establishment: November 10, 2021
Business term: November 10, 2021 to November 9, 2071
Engaging in investment activities with its own funds; Information consultation service (excluding license information consultation)
Services); Enterprise management consulting; Financing advisory services; Information technology consulting services; agency
Business scope: economic consulting services; Bankruptcy liquidation services (general business items, independent operation, license)
Business projects shall be operated with relevant licenses or approval documents (items subject to approval according to law)
Business activities can only be carried out after the approval of relevant departments.)
The controlling shareholder of No. 2 trust management is the special service trust for bankruptcy and reorganization of HNA Group, that is, the trust for the implementation of the reorganization plan. The consortium composed of CITIC Trust Co., Ltd. and Everbright Xinglong Trust Co., Ltd. is the trust trustee, and all creditors of 321 companies such as HNA group are the beneficiaries. The basic information of the trust is as follows:
1. Management structure of the trust itself
(1) BENEFICIARY meeting
According to the reorganization plan, the highest authority of the special service trust for bankruptcy reorganization of HNA Group is the beneficiary assembly, which has the right to decide all major matters of the trust. The beneficiary Congress is composed of all creditors who have received the trust shares to pay off their debts.
At present, the debt repayment of Trust shares is in progress, and the creditor has not yet completed the receipt of Trust shares. According to the estimated number of creditors to be paid off by the trust, the number of beneficiaries is about 20000; And the shares held by the beneficiaries will be highly dispersed. When the creditor institutions and branches are combined, it is expected that about 10 creditors will hold them
