Core Viewpoint - The auction of 35 million shares of Jinlong Co., Ltd. ended without any bids, marking the second judicial auction of shares held by the controlling shareholder this year, indicating a lack of market interest despite the shares being divided into multiple lots to lower bidding thresholds [2][4][10]. Group 1: Auction Details - The auction for 35 million shares started on July 7 and lasted for one day, with a total starting price of 444 million yuan [4]. - The shares were divided into 17 lots, with 16 lots of 2 million shares each starting at 25.38 million yuan, and one lot of 3 million shares starting at 38.07 million yuan [4]. - Despite five bidders registering, all lots went unsold, reflecting a lack of interest in the auction [2][4]. Group 2: Pricing and Market Conditions - The calculated auction price was approximately 12.69 yuan per share, which is close to the closing price of 12.94 yuan on the auction day, suggesting that the auction price was not attractive enough for bidders [9]. - Previous auctions in February and April had lower average prices per share, indicating that the current auction's pricing may have deterred potential bidders [9]. - The auction's starting price was determined based on the average closing price over the previous 20 trading days, which may have contributed to the high starting price [9]. Group 3: Financial Context - Jinlong Co., Ltd. has faced financial difficulties, with its controlling shareholder being subject to multiple forced executions due to unpaid debts [12]. - The company recently sold a 20% stake in Dongguan Securities to improve its financial situation, receiving over 2 billion yuan in transfer payments [11][13]. - The company's debt ratio has increased to 81.09%, with total liabilities amounting to 19.196 billion yuan, indicating ongoing financial strain [12].

Core Viewpoint - The auction of 35 million shares of Jinlong Co., Ltd. ended without any bids, marking the second time this year that the controlling shareholder's shares have been subject to judicial auction [1][5]. Group 1: Auction Details - The auction for 35 million shares initiated on July 7, 2023, lasted for one day, with five bidders registered but ultimately no bids placed [3][5]. - The shares were divided into 17 lots, with 16 lots of 2 million shares each starting at a price of 25.38 million yuan, and one lot of 3 million shares starting at 38.07 million yuan, totaling an initial auction price of 444 million yuan [4][8]. - The calculated auction price was approximately 12.69 yuan per share, while the closing price on July 8 was 12.94 yuan, reflecting a 1.41% increase [9][10]. Group 2: Financial Context - Jinlong Co., Ltd. has faced financial difficulties, with its controlling shareholder being subject to multiple forced executions due to failure to repay debts [12][7]. - The company recently improved its financial situation by selling 20% of its stake in Dongguan Securities, receiving over 2 billion yuan in transfer payments [12][16]. - The asset-liability ratio of Jinlong Co., Ltd. increased to 81.09%, up 3.92 percentage points year-on-year, with total liabilities amounting to 19.196 billion yuan [15].

二〇二五年七月八日 因无人出价，新世纪公司所持有的公司合计 35,000,000 股股份 拍卖已流拍。 公司将根据相关事项的进展情况，及时履行信息披露义务。公司 郑重提醒广大投资者：《证券时报》、《中国证券报》、《上海证券报》 和巨潮资讯网（http://www.cninfo.com.cn）为公司选定的信息披露 媒体。公司所有信息均以在上述媒体披露的信息为准，请广大投资者 理性投资，注意风险。 特此公告。 广东锦龙发展股份有限公司董事会 证券代码：000712 证券简称：锦龙股份 公告编号：2025-44 广东锦龙发展股份有限公司 关于股东股份被司法拍卖的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完 整，没有虚假记载、误导性陈述或重大遗漏。 广东锦龙发展股份有限公司（下称"公司"）于 2025 年 6 月 3 日 披露了《关于股东股份被司法拍卖的提示性公告》（公告编号：2025- 35），公司控股股东东莞市新世纪科教拓展有限公司（下称"新世纪 公司"）所持有的公司合计 35,000,000 股股份于 2025 年 7 月 7 日 14 时至 2025 年 7 月 8 日 14 时止在淘宝网 ...

Core Viewpoint - The sale of a 20% stake in Dongguan Securities by Jinlong Co., Ltd. is aimed at reducing debt pressure and optimizing financial structure, as the company has faced continuous losses over the past four years [1][6][8]. Group 1: Transaction Details - Jinlong Co., Ltd. has completed the sale of 20% of its stake in Dongguan Securities for a total price of 2.272 billion yuan, transferring shares to a consortium led by Dongguan Financial Holdings Group and Dongguan Development Holdings [1][3]. - After the transaction, Jinlong Co. retains a 20% stake in Dongguan Securities, while the consortium now controls 75.4% of the company [1][4]. - The transaction involved the transfer of 1.935 billion shares (12.9%) to Dongguan Financial Holdings and 1.065 billion shares (7.1%) to Dongguan Development Holdings [3]. Group 2: Financial Performance - Jinlong Co. has reported continuous losses from 2021 to 2024, with net profits of -1.31 billion yuan, -3.92 billion yuan, -3.84 billion yuan, and -892.3 million yuan respectively [6]. - In contrast, Dongguan Securities has shown relatively stable performance, with revenues of 3.7 billion yuan, 2.3 billion yuan, 2.2 billion yuan, and 2.8 billion yuan over the same period, and net profits of 999.7 million yuan, 789 million yuan, 635 million yuan, and 923 million yuan [7]. Group 3: Strategic Implications - The sale is part of Jinlong Co.'s strategy to lower its asset-liability ratio, which stood at 81.25% as of March 2025, and to improve cash flow and operational conditions [8]. - Jinlong Co. had previously planned to sell its entire stake in Zhongshan Securities but decided to halt this transaction to avoid becoming a shell company without core business operations [1][6][8]. - The acquisition of a controlling stake by state-owned enterprises is expected to provide a potential boost to Dongguan Securities' long-awaited IPO process, which has been pending for ten years [5].

Core Viewpoint - The company, Guangdong Jinlong Development Co., Ltd., is undergoing a significant asset restructuring by publicly transferring 30 million shares of Dongguan Securities, representing 20% of the total equity, through the Shanghai United Assets and Equity Exchange [4][5][9]. Group 1: Transaction Overview - The transaction involves the sale of 30 million shares of Dongguan Securities, with the company retaining an equal amount post-transaction [5][6]. - The total transaction price is set at 227,175.42 million RMB, based on an evaluation report that indicates a 24.98% appreciation in the asset value [6][7]. - The transaction counterparties are Dongguan Financial Holdings Group Co., Ltd. and Dongguan Development Holdings Co., Ltd., with the former acquiring 19,350 million shares (12.9%) and the latter acquiring 10,650 million shares (7.1%) [5][6]. Group 2: Financial Assessment - The total assessed value of Dongguan Securities' equity is 1,138,988.63 million RMB as of December 31, 2023, with a calculated appreciation rate of 24.98% [6][8]. - The reference price for the public listing was determined after considering the market evaluation, cash dividends, and the company's long-term investment accounting [6][7]. Group 3: Regulatory Compliance - The transaction has been approved through necessary decision-making processes, including meetings of the board and supervisory committee, ensuring compliance with relevant laws and regulations [9][10]. - The transaction does not constitute a related party transaction, as the counterparties are not affiliated with the company [9]. - The transaction does not lead to a change in the company's actual control, maintaining the current shareholder structure [9]. Group 4: Implementation Status - As of the report date, the counterparties have fulfilled their payment obligations, and the transfer of shares has been completed [10][11]. - The company has not experienced any significant changes in its management structure during the transaction process [11][12]. - There have been no instances of asset or fund occupation by actual controllers or related parties during the transaction [12][13]. Group 5: Legal and Advisory Opinions - The independent financial advisor has confirmed that the transaction has adhered to all required legal and regulatory frameworks [13][14]. - The legal advisor has also verified that the transaction meets all statutory conditions and that there are no compliance risks associated with the subsequent matters [14][15].

Core Viewpoint - The company has successfully completed the transfer of 30 million shares of Dongguan Securities, representing 20% of its total share capital, to a consortium formed by Dongguan Financial Holdings Group and Dongguan Development Holdings, constituting a major asset restructuring as per regulatory requirements [1][2]. Transaction Implementation - The transfer of shares has been completed, and the shareholder register has been updated accordingly [1]. - The payment for the share transfer has been made in full, with the first payment completed within three working days of the agreement's effectiveness and the second payment of 909.70168 million yuan made following the updated shareholder register [2]. Subsequent Matters - The parties involved will continue to fulfill the related agreements and commitments associated with the transaction [2]. - The company is required to comply with ongoing legal and regulatory disclosure obligations [2]. Opinions from Intermediaries - The independent financial advisor, GF Securities, confirmed that the transaction has adhered to all necessary decision-making and approval processes, complying with relevant laws and regulations, and that all payment obligations have been fulfilled [3][4]. - The legal advisor, Guangdong Jinqiao Baixin Law Firm, stated that the share transfer agreement is effective, and the transaction meets all legal conditions for implementation, with no significant discrepancies found in the information disclosed previously [4].

Core Viewpoint - Guangdong Jinlong Development Co., Ltd. is undergoing a significant asset sale involving the transfer of 30 million shares of Dongguan Securities, representing 20% of the total share capital of Dongguan Securities, through a public listing on the Shanghai United Assets and Equity Exchange [4][5][10]. Group 1: Transaction Overview - The transaction involves the sale of 30 million shares of Dongguan Securities, with the company retaining an equal amount post-transaction [4][5]. - The total transaction price is set at 227,175.42 million RMB, with the payment structured in two installments [8][11]. - The transaction is classified as a major asset restructuring under relevant regulations, meeting the criteria for significant asset sales [10][11]. Group 2: Financial Assessment - The valuation of Dongguan Securities was assessed at 1,138,988.63 million RMB, reflecting a 24.98% increase in value [5][10]. - The transaction price was determined based on the assessed value, adjusted for cash dividends and the company's long-term investment accounting [7][8]. Group 3: Approval and Compliance - The transaction has undergone necessary decision-making and approval processes, including multiple board meetings and shareholder approvals [11][12]. - All payments have been made as per the share transfer agreement, and the transfer of shares has been duly registered [11][12]. Group 4: Management Changes - There have been changes in the management of the target company, Dongguan Securities, with new appointments made during the transaction process [13][14]. - The company has confirmed that there have been no significant changes in the management of Guangdong Jinlong Development Co., Ltd. during the transaction [13][14]. Group 5: Related Party Transactions - The transaction does not constitute a related party transaction, as the buyers, Dongguan Financial Holding Group and Dongguan Development Holding, are not affiliated with the company [10][11]. - There have been no instances of asset or fund occupation by actual controllers or related parties during the transaction process [14][15].

Group 1 - Jinlong Co., Ltd. announced the public transfer of 300 million shares of Dongguan Securities, representing 20% of its total share capital, through the Shanghai United Assets and Equity Exchange [1] - The transaction was completed with Dongguan Jinkong acquiring 194 million shares (12.9%) and Dongguan Holdings acquiring 106 million shares (7.1%), with a total transaction value of 2.272 billion yuan [1] - The assessed value of Dongguan Securities' total equity as of the end of 2023 is 11.39 billion yuan, with a value increase rate of 24.98%, and the transaction was completed at the reference bottom price [1] Group 2 - Dongguan Holdings stated that the acquisition of Dongguan Securities is related to its stable operating conditions and ongoing IPO process, with the company rated as A-class in the last three years [2] - Dongguan Securities reported revenues of 2.299 billion yuan and 2.155 billion yuan for 2022 and 2023, respectively, with net profits of 791 million yuan and 635 million yuan [2] - The projected revenue for Dongguan Securities in 2024 is 2.753 billion yuan, representing a year-on-year growth of 27.73%, with a net profit of 923 million yuan, a 45.4% increase [2]

广发证券股份有限公司 关于 广东锦龙发展股份有限公司 之 独立财务顾问核查意见 独立财务顾问 二〇二五年六月 重大资产出售实施情况 声明与承诺 广发证券股份有限公司接受广东锦龙发展股份有限公司委托，担任广东锦龙 发展股份有限公司重大资产出售之独立财务顾问。 依照《公司法》《证券法》《重组管理办法》《格式准则 26 号》等法律法规的 有关规定，按照证券行业公认的业务标准、道德规范和诚实信用、勤勉尽责精神， 遵循客观、公正的原则，在认真审阅相关资料和充分了解本次交易行为的基础上， 本独立财务顾问出具了本核查意见。 1 | 目 录 | | 2 | | --- | --- | --- | | 释 义 | | 3 | | 第一节 | 本次交易概况 | 4 | | | | 一、本次交易方案 4 | | | | 二、本次交易的性质 6 | | 第二节 | 本次交易实施情况 | 8 | | | | 一、本次交易决策过程和批准情况 8 | | | | 二、本次交易的资产过户或交付、相关债权债务处理等事宜的办理情况 8 | | | | 三、相关实现情况与之前披露的信息是否存在差异 9 | | | | 四、董事、监事、高级管理人员 ...

广东金桥百信律师事务所 关于广东锦龙发展股份有限公司 重大资产出售实施情况 之 法律意见书 二〇二五年七月 广东金桥百信律师事务所 关于广东锦龙发展股份有限公司 重大资产出售实施情况 之法律意见书 2025粤金桥非字1713号 致：广东锦龙发展股份有限公司 广东金桥百信律师事务所（以下简称"本所"或"金桥百信"）接受广东锦 龙发展股份有限公司（以下简称"锦龙股份"或"上市公司"或"公司"）的委 托，就锦龙股份重大资产出售事宜（以下简称"本次重大资产出售"或"本次交 易"）担任专项法律顾问。 就本次重大资产出售相关法律事项，本所已于 2024 年 9 月 23 日出具了《广 东金桥百信律师事务所关于广东锦龙发展股份有限公司重大资产出售之法律意 见书》（以下简称"《法律意见书》"），并于 2024 年 10 月 25 日出具了《广 东金桥百信律师事务所关于深圳证券交易所<关于对广东锦龙发展股份有限公司 的重组问询函>之专项法律意见书》（以下简称"《专项法律意见书》"）。 本所现就本次交易的相关实施情况出具本法律意见书，如无特别说明，本所 在《法律意见书》《专项法律意见书》中发表法律意见的前提、假设和有关词语 释义 ...