2006-08-09 Print
-------------------------------------------------------------------------------
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy and completeness of the disclosed contents of the announcement, and shall be jointly and severally liable for any false records, misleading statements or material omissions in the announcement.
Important notes:
● The main points of the stock split reform program are: for every 10 outstanding shares held by the shareholders of the outstanding shares will receive 2.5 shares of the targeted transfer of shares.
● The share registration date for the implementation of the stock split reform plan is August 10, 2006, which is the first day for the implementation of the stock split reform plan.
● Resumption of trading: August 14, 2006, there will be no limit on price increase or decrease on this day.
● Starting from August 14, 2006 (the same as the resumption date), the abbreviation of the company's stock will be changed to "G Dongfang", and the stock code "600811" will remain unchanged.
I. Relevant shareholders' meeting for the adoption of the shareholding reform plan
The shareholding reform plan of Dongfang Group Company Limited (hereinafter referred to as "the Company") was considered and approved by the First Extraordinary Shareholders' General Meeting of 2006 and the relevant shareholders' meeting for the shareholding reform of the Company on July 31st, 2006, and the result of the vote was announced on August 31st, 2006 at the meeting of shareholders of the Company for the shareholding reform of the Company. The announcement of the voting results was published on August 2, 2006 in Shanghai Securities News and on the website of Shanghai Stock Exchange.
2. Implementation of the Equity Separation Reform Program
1. Introduction of the Equity Separation Reform Program
The Company, based on the existing 530,371,903 shares of the outstanding shares of the Company, will transfer 132,592,976 shares of the Company's capital stock to the shareholders of the Company who have been registered in the share register of the Company on the share registration date of the implementation of the Program, i.e., every 10 shares of outstanding shareholders will be granted to the shareholders of the Company. In other words, the outstanding shareholders will receive 2.5 shares for every 10 shares, and the non-outstanding shareholders will be granted the right to list and circulate their non-outstanding shares. If converted according to the stock dividend program, the number of shares distributed to the outstanding shareholders would be 39,792,635 shares, which is equivalent to 0.6385 shares for every 10 shares of the outstanding shareholders.
At the same time, the controlling shareholder of the Company, Dongfang Group Industry Co., Ltd. undertakes that:
(1) The non-circulating shares of Dongfang Group held by Dongfang Industry will not be listed and traded or transferred through the Shanghai Stock Exchange for 24 months from the date of the obtaining of the right of listing and circulation of Dongfang Group's non-circulating shares. After the expiration of the above commitment period, the number of non-circulating shares of the former Oriental Group listed for sale through the stock exchange as a percentage of the total number of Oriental Group shares within 12 months does not exceed 5%, within 24 months does not exceed 10%;
(2) Oriental Industry in the 24 months after the implementation of the equity distribution reform, will be at an appropriate time to increase the number of shares;
(3) After the implementation of the equity distribution reform, if the company's business operations, the implementation of the reform, if the company's business operations, the implementation of the reform, if the company's business operation, the implementation of the reform, the implementation of the reform of the shareholders' rights. After the implementation of the equity separation reform, if the company's operating performance fails to meet the following set targets or conditions, the non-circulating shareholders undertake to give up the right to distribution of earnings for the two years from 2006 to 2007;
1) based on the company's audited net profit in 2005 as a benchmark, if the company's compound annual growth rate of net profit is less than 20% for the years from 2006 to 2007;
2) the company's has been issued a non-standard audit opinion on any of its annual financial reports from 2006 to 2007.
(4) Within 12 months after the implementation of the equity distribution reform, Dongfang Industry will carry out asset reorganization and inject financial or energy and mining assets of high quality, so as to effectively enhance the company's long-term profitability. The above reorganization is subject to regulatory approval.
2, the implementation of the program
The implementation of the equity distribution reform program for the implementation of the program for every 10 shares of outstanding shareholders registered on the date of registration of the share register will be given 2.5 shares of directional transfer shares.
3. Table on the implementation of the consideration arrangement
Before the implementation of the consideration arrangement Number of this implementation After the implementation of the consideration arrangement
Serial No. Name of the shareholders implementing the consideration arrangement Number of shares held (shares) Proportion of the total capitalization Number of shares of the current implementation of the consideration arrangement (shares) Amount of the cash for the current implementation of the consideration arrangement (yuan) Number of shares held (shares) Proportion of the total capitalization
1 Oriental Group Industrial Company Limited 227,422,607 30.01% 0 0 227,422,607 25.54%
Total 227,422,607 30.01% 0 0 0 227,422,607 25.54%
Third, the share registration date and the listing date
1. The share registration date of the program implementation: August 10, 2006
2. Listing date of the Consideration Shares: August 14, 2006, with no restriction on price increase or decrease on this date.
Fourth, the change of stock abbreviation
Since August 14, 2006, the company's stock abbreviation was changed to "G Orient", the stock code "600811" remains unchanged.
Fifth, the implementation of equity distribution reform
The implementation of the company's equity distribution reform program for the shareholders of the outstanding shares registered in the Shanghai branch of China Securities Depository & Clearing Corporation on August 10, 2006 (the date of registration of shares).
The stock consideration for the implementation of the equity distribution reform program is automatically credited to the account by the Shanghai Stock Exchange through the computer network on a pro rata basis according to the number of shares registered on the date of stock registration. Each shareholder in accordance with the conversion ratio after the calculation of less than one share, according to the size of the last number after the decimal point to the shareholders in order to send a share, until the actual total number of shares and the total number of shares sent the same, if the same number of shares is more than the remaining number of shares, the computer will be drawn by lot to send.
Sixth, changes in shareholding structure
Category of shares Nature of shares Before change (shares) Number of shares (shares) After change (shares)
Non-circulating shares Corporate shares 227,422,607 -227,422,607 0
Total non-circulating shares 227,422,607 -227,422,607 -227,422,607 -227,422,607 -227,422,607 -227,422,607 -227,422,607 -227,422,607 0
Non-circulating shares -227,422,607 0
Circulating shares with limited selling conditions Social corporate shares 0 +227,422,607 227,422,607
Total of circulating shares with limited selling conditions 0 +227,422,607 227,422,607
Circulating shares with unlimited selling conditions Shares outstanding 530,371,903 +132,592,976 662,964,879
Total of shares outstanding under unlimited conditions 530,371,903 +132,592,976 662,964,879
Total shares 757,794,510 +132,592,976 890,387 486
VII. Estimated timetable for listing and circulation of shares subject to selling restrictions
Name of shareholders Number of shares subject to selling restrictions (shares) Time of listing and circulation Committed to selling restrictions
Orient Group Company Limited 44,519,374 G+24 months later Nil
89,038,749 G+36 months later Nil
138,383,858 G+48 months later None
VIII. Other Matters
1. Consultation and Contact Methods
Company's Address: No. 235, Garden Street, Nangang District, Harbin City, China
Postal Code: 1500001
Telephone: 0451- 53666028
Telephone: 0451-53666028
2, changes in financial indicators
After the implementation of the equity split program, the company's earnings per share in 2005, calculated on the basis of the new share capital diluted to 0.11 yuan.
9. Documents for inspection
1. Announcement of the voting results of the First Extraordinary Shareholders' General Meeting of 2006 and Related Shareholders' Meeting of the Equity Separation Reform of Dongfang Group Company Limited;
2. Letter of Legal Opinion on the First Extraordinary Shareholders' General Meeting of 2006 and Related Shareholders' Meeting of Dongfang Group Company Limited issued by Beijing Zhonggao Sheng Law Office;
3. p>3, Prospectus of Equity Separation Reform of Dongfang Group Company Limited (Revised);
4, Letter of Sponsor Opinion and Supplementary Letter of Sponsor Opinion of Dongfang Securities Company Limited in relation to the Equity Separation Reform of Dongfang Group;
5, Letter of Legal Opinion and Supplementary Letter of Legal Opinion of Beijing Zhong Gao Sheng Law Firm in relation to the Equity Separation Reform of Dongfang Group.
This announcement is hereby made.
Board of Directors of Oriental Group Company Limited
August 8, 2006