Beijing Qianjing Landscape Co.Ltd(603778)
Simplified equity change report
Name of listed company: Beijing Qianjing Landscape Co.Ltd(603778) place of stock listing: Shanghai Stock Exchange Stock abbreviation: Beijing Qianjing Landscape Co.Ltd(603778) Stock Code: 603778
Address of information disclosure obligor
Yang Jing zhanchun garden, Haidian District, Beijing mentouxin, Haidian District, Beijing
No. 1, Garden Road, community * * * *
Huiquanfu Century City, Haidian District, Beijing mentouxin, Haidian District, Beijing
No. 1, * * * * Yuan Road, yuandayuan District 1
Nature of equity change: share reduction signing date: January 2022
Statement of information disclosure obligor
1、 This report is prepared in accordance with 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 content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity, and relevant laws, regulations and normative documents.
2、 The information disclosure obligor does not need to obtain necessary authorization and approval to sign this report.
3、 In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this equity change report has fully disclosed the changes in the shares in which the information disclosure obligor has an interest in Beijing Qianjing Landscape Co.Ltd(603778) .
As of the signing date of this report, except for the information disclosed in this report, the information disclosure obligor has not increased or reduced its shares in Beijing Qianjing Landscape Co.Ltd(603778) by any other means. 4、 This equity change is based on the information stated in this report. Except for the information disclosure obligor, no other person has been entrusted or authorized 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, completeness and accuracy.
catalogue
catalogue Section 1 interpretation Section 2 Introduction to information disclosure obligors Section III purpose of equity change and shareholding plan 4 section 4 equity change method 5 Section V Trading of listed shares within the first six months Section VI other major matters Section 7 documents for future reference 11 attached table: short form equity change report twelve
Section I interpretation
In this report, unless otherwise specified in the article, the following abbreviations have the following specific meanings:
The report and this report refer to the Beijing Qianjing Landscape Co.Ltd(603778) simplified equity change report
Information disclosure obligors refer to Yang Jing and Hui Quanfu
Listed company, Beijing Qianjing Landscape Co.Ltd(603778) , refers to Beijing Qianjing Landscape Co.Ltd(603778) company
Founder Securities Co.Ltd(601901) means Founder Securities Co.Ltd(601901)
This equity change refers to the reduction of shares of listed companies held by information disclosure obligors Yang Jing and Hui Quanfu by means of agreement transfer
Company Law refers to the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
CSRC and CSRC refer to the China Securities Regulatory Commission
Yuan means RMB yuan
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Name: Yang Jing
Gender: Female
Nationality: Chinese
Posts: supervisor of Beijing May 8th Investment Holding Co., Ltd., general manager of Beijing century Qianjing import and Export Co., Ltd., executive director and general manager of Beijing Beijing Qianjing Landscape Co.Ltd(603778) planning and Design Co., Ltd., director of Hong Kong jinzhitong Investment Co., Ltd., executive director and general manager of Jiangsu Qianjing Linyuan nursery stock Co., Ltd.
Address: zhanchunyuan community, Haidian District, Beijing****
Mailing address: No. 1, Xinyuan Road, Mentou, Haidian District, Beijing
Whether to obtain the right of residence in other countries or regions: no
Name: Hui Quanfu
Gender: Male
Nationality: Chinese
Position: Beijing Qianjing Landscape Co.Ltd(603778) chairman and general manager. Executive director and manager of Beijing May 8th Investment Holding Co., Ltd., executive director of Beijing century Qianjing import and Export Co., Ltd., executive director and general manager of Shenzhen Qianhai rentai Investment Co., Ltd.
Address: Zone 1, Yuanda Park, Century City, Haidian District, Beijing****
Mailing address: No. 1, Xinyuan Road, Mentou, Haidian District, Beijing
Whether to obtain the right of residence in other countries or regions: no
2、 Information disclosure obligors holding and controlling more than 5% shares of other listed companies
As of the signing date of this report, the information disclosure obligor has no shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company.
3、 Relationship between information disclosure obligors
The actual controllers of the company, Ms. Yang Jing and Mr. Hui Quanfu, are husband and wife, and are persons acting in concert as stipulated in the administrative measures for the acquisition of listed companies.
Section III purpose of equity change and shareholding plan
1、 Purpose of this equity change
In order to repay the stock pledge financing loan, the information disclosure obligor transfers part of the shares of the listed company held by agreement to reduce the risk of stock pledge.
2、 The information disclosure obligor plans to increase or dispose of the shares of the listed company in the next 12 months
In view of the shortage of funds of the information disclosure obligor, in order to solve the demand for pledge repayment and the development needs of the listed company, the information disclosure obligor plans to further reduce its shares in the listed company in the next 12 months, and the expected reduction ratio is 5% of the total share capital of the company. In case of relevant equity changes, the information disclosure obligor will perform the information disclosure obligations in strict accordance with the provisions.
Section IV changes in equity
1、 Shareholding of information disclosure obligors before and after this equity change
Before and after this equity change, the changes in the interests of the information disclosure obligor in the listed company are as follows:
Information before and after the current equity change
Disclosure obligation nature of shares number of shares (shares) shareholding ratio number of shares (shares) shareholding ratio
people
Yang Jing unlimited tradable shares 135887368 21.14% 84601668 13.16%
Repurchase of unlimited tradable shares of Quanfu 94776639 14.74%
Total 230664007 35.88% 179378307 27.90%
Before this equity change, Yang Jing and Hui Quanfu, the information disclosure obligors, jointly held 230664007 tradable shares of the company, accounting for 35.88% of the total share capital of Beijing Qianjing Landscape Co.Ltd(603778) .
Among them, Yang Jing holds 135887368 shares of the company, accounting for 21.14% of the total share capital of the company; Hui Quanfu holds 94776639 shares of the company, accounting for 14.74% of the total share capital of the company.
After this equity change, Yang Jing and Hui Quanfu, the information disclosure obligors, held 179378307 shares of the company’s non tradable shares, accounting for 27.90% of the total share capital of Beijing Qianjing Landscape Co.Ltd(603778) . Among them, Yang Jing holds 84601668 shares of the company, accounting for 13.16% of the total share capital of the company; Hui Quanfu holds 94776639 shares of the company, accounting for 14.74% of the total share capital of the company.
2、 Details of this equity change
On May 28, 2021, Yang Jing and Hui Quanfu signed the stock transfer agreement with Li Xiaoyan and Founder Securities Co.Ltd(601901) . Yang Jing transferred 32 million shares of the company (accounting for 4.98% of the total share capital) to Li Xiaoyan at the price of RMB 3.35 per share. The total transfer price was RMB 107.2 million, which was used to reduce the equity pledge rate and debt scale, Mitigate risk. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on May 29, 2021 The disclosed suggestive announcement on the transfer of some shares and changes in equity by agreement of the actual controller (Announcement No.: pro 2021-035). After the agreement transfer, Ms. Yang Jing and Mr. Hui Quanfu, the information disclosure obligors, held 198664007 shares of the listed company, accounting for 30.90% of its total share capital.
On January 18, 2022, Yang Jing and Hui Quanfu signed the stock transfer agreement with Ms. Tang Ying and Founder Securities Co.Ltd(601901) . Yang Jing plans to transfer 19285700 shares of the company (accounting for 3.00% of the total share capital of the company) held by Yang Jing to Tang Ying at the price of 3.52 yuan per share. The total transfer price is 67885664.00 yuan, which is used to reduce the equity pledge rate and debt scale, Mitigate risk. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 19, 2022 The disclosed suggestive announcement on the transfer of some shares and changes in equity by agreement of the actual controller (Announcement No.: p.2022-015). After the agreement transfer, Ms. Yang Jing and Mr. Hui Quanfu, the information disclosure obligors, held 179378307 shares of the listed company, accounting for 27.90% of its total share capital.
3、 Main contents of the stock transfer agreement
Agreement 1: the stock transfer agreement signed by Yang Jing, Hui Quanfu, Li Xiaoyan and Founder Securities Co.Ltd(601901) on May 28, 2021. For details, see the company’s website of Shanghai Stock Exchange on May 29, 2021 (www.sse. Com. CN.) The disclosed suggestive announcement on the transfer of some shares and changes in equity by agreement of the actual controller (Announcement No.: pro 2021-035).
Agreement 2: on January 18, 2022, Yang Jing, Hui Quanfu, Ms. Tang Ying and Founder Securities Co.Ltd(601901) signed the stock transfer agreement. The main contents are as follows:
(I) agreement subject
Party A: Tang Ying
Party B: Party B 1: Yang Jing, Party B 2: Hui Quanfu. Party B 1 and Party B 2 are collectively referred to as Party B.
Party C: Founder Securities Co.Ltd(601901)
(II) transfer object, transfer method and price
1. Subject stock: the Beijing Qianjing Landscape Co.Ltd(603778) 19285700 non tradable shares pledged to Party C held by Yang Jing, accounting for 3.00% of the total share capital of Beijing Qianjing Landscape Co.Ltd(603778) .
2. Transfer method: Party A transfers the underlying securities by means of agreement transfer.
3. Transfer price and total price: 70.12% of the closing price on the trading day Beijing Qianjing Landscape Co.Ltd(603778) before the signing date of this agreement, that is, the transfer price is 3.52 yuan / share. The total transaction price is 67885664.00 yuan.
(III) payment arrangement
Before the date on which the parties hereto submit the registration materials for the transfer and change of the underlying securities agreement to China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “CSDCC”), Party A shall pay all the transaction price of 67885664.00 yuan to the bank account designated by Party C at one time, and all the transaction price under this Agreement shall be used to repay the stock pledge debt owed by Party B to Party C.
(IV) underlying securities trading
Party B shall cooperate with Party A to apply to the exchange for handling the compliance confirmation document of the transfer of the underlying securities agreement within 2 working days after Party C issues the relevant documents that Party C, as the pledgee, should issue.
After the exchange issues the agreement transfer compliance confirmation document, Party B and Party C shall cooperate with Party A to apply to China Clearing for handling the non trading transfer procedures of the subject securities within 1 working day after Party A applies to China Clearing for handling the transfer of the share agreement.
(V) liability for breach of contract
Each party shall abide by and perform the obligations and responsibilities agreed in this agreement. If any party violates the agreement, it shall compensate the observant party for the actual losses suffered therefrom. From the date of breach, the defaulting party shall pay liquidated damages for delay in performance to the observant party according to the standard of 0.5% of the unpaid amount payable every day, and shall continue to perform its payment obligations. (VI) effectiveness, termination and others of the agreement
1. This Agreement shall come into force from the date when Party A and Party B sign or seal and Party C affix the official seal.
2. The term of this agreement is from the date when Party A has paid all the transfer price and the transfer of the underlying securities to Party C.
3. This Agreement shall be terminated under any of the following circumstances:
(1) The obligations of each party under this Agreement have been fulfilled as agreed;
(2) This agreement is terminated with the consent of all parties through negotiation, or either party exercises the right to terminate in accordance with laws or this Agreement;
(3) Within 60 days after the signing of this agreement, Party C has not received all the transfer price paid by Party A or the stock transfer under the agreement has not been completed;
(4) If Party C fails to receive or fully receive the transaction price paid by Party A, Party C has the right to terminate this agreement or require Party A to continue to pay the transaction price. At the same time, Party C has the right to disagree with the transfer of the subject securities to Party A and continue to require Party B to repay all debts in accordance with the bill pledge transaction business contract signed between Party B and Party C.
(5) Termination agreed by other parties.
4、 Description of rights restrictions on shares
(I) pledge
section
