Announcement date: February 2006-14
Harbin Hi-Tech (Group) Co., Ltd. Shareholding Change Report
Name of listed company: Harbin High-tech (Group) Co., Ltd.
Listing place: Shanghai Stock Exchange
Stock abbreviation: Ha Gaoke
Stock code: 600095
Name of information disclosure obligor: Harbin High-tech Industrial Development Zone Housing Construction and Development Company
Address: Building songshan road 10, nangang district High-tech Development Zone, Harbin.
Mailing address: Building songshan road 10, nangang district High-tech Development Zone, Harbin.
Tel: 045 1-82322802
Nature of share change: decrease
Date of signature: Feb. 2006 13.
Special poetry
1. The information disclosure obligor shall, in accordance with the Securities Law of People's Republic of China (PRC) (hereinafter referred to as the Securities Law), Measures for the Administration of Acquisition of Listed Companies, Measures for the Administration of Information Disclosure of Changes in Shares of Listed Companies (hereinafter referred to as the Disclosure Measures), Standards on Contents and Formats of Information Disclosure of Companies Offering Securities to the PublicNo. 15-Report on Changes in Shares of Listed Companies and related laws.
Two. The information disclosure obligor has obtained the authorization and approval required to sign this report.
Three. According to the provisions of the Securities Law and the Disclosure Measures, this shareholding change report has fully disclosed the shares of Harbin High-tech (Group) Co., Ltd. held and controlled by the information disclosure obligor and its controllers, related parties and concerted parties.
As of the date of submission of this shareholding change report, except for the shareholding information disclosed in this report, the above information disclosure obligor has not held or controlled the shares of Harbin Hi-Tech (Group) Co., Ltd. in any other way.
Four. This share transfer must be approved by SASAC.
Verb (abbreviation of verb) Because this share transfer involves the exemption of tender offer, the transferee Xinhu Holdings must report to the CSRC for approval before implementation.
The change of shareholders' shareholding is based on the information in this report. Except for the information disclosure obligor, no one is entrusted or authorized to provide information not listed in this report, and make any explanation or explanation for this report.
Section 1 Interpretation of Meaning
In this report, unless otherwise specified, the following abbreviations have the following specific meanings:
Information disclosure obligor and company: refers to Harbin High-tech Industrial Development Zone Housing Construction and Development Corporation;
Xinhu Holdings: refers to Xinhu Holdings Limited;
Harbin Hi-Tech: Harbin Hi-Tech (Group) Co., Ltd;
SASAC refers to the State-owned Assets Supervision and Administration Commission of the State Council;
CSRC: refers to China Securities Regulatory Commission;
This share transfer refers to the transfer of 0/2.25% of the state-owned legal person shares of Harbin Hi-Tech/KLOC to Xinhu Holdings;
This report and this report: refer to Harbin Hi-Tech (Group) Co., Ltd. changes in equity Report;
Yuan and ten thousand yuan: refers to RMB yuan and ten thousand yuan.
Section 2 Introduction of Information Disclosure Obligors
I. Basic information of the information disclosure obligor
Name of information disclosure obligor: Harbin High-tech Industrial Development Zone Housing Construction and Development Company;
Legal Representative: Liu Yongqi;
Registered address: Building 10/0, songshan road High-tech Development Zone, nangang district, Harbin;
Registered capital: 80 million yuan;
Business license registration number of enterprise as a legal person: 230109110069 (1-1);
Organization code of enterprise as a legal person:12704773-8;
Enterprise type: wholly state-owned enterprise;
Economic nature: state-owned;
Date of establishment: 199 1 year1October 10;
Operation period: from March 6, 2006 to March 5, 2005;
Scope of business: engaged in real estate development and management, interior decoration, purchase and sale of building materials and decoration materials. According to the project approved by the qualification certificate;
Competent unit: Harbin High-tech Industrial Development Zone Management Committee;
Mailing address: Building songshan road 10, nangang district High-tech Development Zone, Harbin;
Postal code:150090;
Tel: 045/kloc-045 1-82322802；;
Chuan Zhen: 045 1-82322823.
Two. Information on the legal representative of the information disclosure obligor
The company is a wholly state-owned enterprise established by 199 1, and there is no board of directors or board of supervisors. The company has a general manager as the legal representative of the company, and its basic information is as follows:
Name, ID number, nationality, long-term residence and part-time job in other countries and places.
Right of abode in the area
Harbin avenue
Liu Yongqi 230104530617141China Waiqu Jingyu Street No General Manager No.
No.70
Three. As of the date of signing this acquisition report, it holds and controls more than 5% of the issued shares of other listed companies.
As of the date of signing this acquisition report, the company does not hold or control more than 5% of the issued shares of other listed companies.
Section 3 Changes in Shareholding of Information Disclosure Obligors
First, the situation in changes in equity this time
Before the completion of this share transfer, the company held 32,052 149 state-owned legal person shares of Harbin Hi-Tech, accounting for 12.25% of the total share capital of Harbin Hi-Tech. On February 13, 2006, the company signed a share transfer contract with Xinhu Holdings, and all of its 32,052 and 149 state-owned legal person shares, accounting for 12.25% of the total share capital of Harbin Hi-Tech, were transferred to Xinhu Holdings. After the transfer, the nature of the shares was changed to social legal person shares.
After this share transfer, the company no longer holds Harbin Hi-Tech shares.
Two. Main contents of this share transfer contract
(1) Both parties to the contract: the company is the transferor and Xinhu Holdings is the transferee;
(2) Number of shares transferred: 32,052, 149 shares;
(3) The proportion of transferred shares in the total share capital of Harbin Hi-Tech:12.25%;
(IV) Nature and nature change of the transferred shares: the nature of the shares transferred by the company is state-owned legal person shares, which will be converted into social legal person shares after the completion of this acquisition;
(V) Transfer price: the transfer price per share of the transferred shares is 2.55 yuan, and the total transfer price of the transferred shares is 865,438 yuan+0,732 yuan, 980 yuan.
(6) Consideration for share transfer: cash.
(VII) Date of signing the contract: February 2006 13.
(VIII) Effective time and conditions of the contract: The effective date of this share transfer contract is the date when all the effective conditions agreed in the contract are realized. The effective conditions stipulated in the contract include:
1. The legal representatives or authorized representatives of both parties shall sign and affix their official seals;
2.SASAC approved the share transfer;
3. The CSRC approved Xinhu Holdings' application for exemption from tender offer.
(9) There are no special clauses in this contract.
Three. Additional special conditions, supplementary agreements and other arrangements for this share transfer.
There are no special conditions attached to this share transfer and no supplementary agreement. There are no other arrangements for exercising shares between the Company and the transferee Xinhu Holdings.
Fourth, the examination and approval department.
The transfer of shares shall be approved by SASAC and China Securities Regulatory Commission.
5. Before this share transfer, the company held 65,438+02.25% shares of Harbin Hi-Tech, making it the second largest shareholder. After this share transfer, the company no longer holds Harbin Hi-Tech shares.
Before this share transfer, the company has investigated and understood the subject qualification, credit standing and transferee intention of Xinhu Holdings, as follows:
(A) the main qualification of Xinhu Holdings
Registered address: No.2 Tianjiaqiao, Stadium Road, Hangzhou
Registered capital: 660 million yuan.
Business license registration number of enterprise as a legal person: 330000 1007320.
Enterprise code certificate number: 72362683-2
Enterprise type: limited liability company
Economic nature: private.
Scope: Industrial investment and development; Sales of building materials, metal materials, chemical raw materials and products (excluding dangerous goods), department stores and office automation equipment; Economic information consultation (excluding securities and futures)
Business Term: Long-term
Tax registration certificate number. : Guoshui Zhezinuo. 330 1657223626832
Zhejiang land tax Zi No.3301657 23626832
Controlling shareholder: Huang Wei
Mailing address: No.2 Tianjiaqiao, Stadium Road, Hangzhou.
Tel: 0571-85173491.
Fax: 057 1-85 173483
Postal code: 3 10004
(2) assets of the company
As of June 5438+February 3, 2005 1 day, total assets of Xinhu Holdings were1,444,381,497.35 yuan, and net assets were 736,487,664.52 yuan.
(3) the company's credit status
Xinhu Holdings was established on June 365438+1October 3 1. As of the date of this report, no administrative or criminal punishment has been imposed, and no major civil litigation or arbitration related to economic disputes has been involved.
(4) Intention of the transferee
The state promotes the share-trading reform of listed companies. According to the requirements of the working group on the share-trading reform of listed companies in Heilongjiang Province, Harbin Hi-Tech needs to carry out the share-trading reform in the near future. In order to support Xinhu Holdings to promote the split share structure reform of Harbin Hi-Tech, the housing enterprises are willing to transfer their 32,052, 149 state-owned legal person shares of Harbin Hi-Tech to Xinhu Holdings.
7. As of February 13, 2006, there is no outstanding debt to Harbin Hi-Tech, and Harbin Hi-Tech provides guarantee for housing enterprises.
Eight. Restrictions on rights
The 32,052, 149 shares transferred by Harbin Hi-Tech held by the company have no defects such as pledge and freezing, and there is no ownership dispute.
Stock trading six months before the fourth festival.
In the six months before the submission date of this report, the Company did not buy or sell shares listed in Harbin Hi-Tech.
Section 5 Other Major Matters
This report has truthfully disclosed the relevant information of changes in equity in accordance with relevant regulations, and there is no other information that should be disclosed but not disclosed.
Statement by the legal representative of the information disclosure obligor
I (and the organization I represent) promise that there are no false records, misleading statements or major omissions in this report, and bear individual and joint legal responsibilities for its authenticity, accuracy and completeness.
Harbin high-tech industrial development zone residential construction development company
Legal Representative: Liu Yongqi.
February 2006
Section 6 Documents for future reference
1. Business license of information disclosure obligor
2. Share transfer contract
The above documents for reference are deposited in the secretariat of Harbin Hi-Tech Board of Directors.
Address: No.2, Tian Ping Road, Lu Ying Concentration Zone, Harbin Development Zone.
Contact: Wang Jiangfeng Tel: 045 1-84348052