Corporate shares purchased by the company

Detailed description of the scheme

Based on the capital structure of date of record, the tradable shareholders of A shares will receive a consideration of 3. 1 share for every1share, and the non-tradable shareholders will pay 3049 1600 shares to the tradable shareholders of A shares. [It was originally planned to obtain 2.8 shares per 10 circulating A shares]

A detailed description of the commitment

(1). Hotel group promises

1. The original non-tradable shares held by the hotel group shall not be listed, traded or transferred within 12 months from the date of obtaining the right of listing and circulation; After the expiration of the above-mentioned period, the original non-tradable shares sold through the stock exchange within 65,438+02 months shall not exceed 5% of the total shares of the company, and within 24 months shall not exceed 65,438+00%. However, after the implementation of the share-trading reform plan of Jinjiang Hotel, the listing, trading or transfer of A-share public shares of Jinjiang Hotel increased by the hotel group is not subject to the above restrictions.

2. Under the premise of abiding by the above commitments, when the number of shares sold by the hotel group through the listing transaction of the exchange reaches 1% of the total shares of the company, it shall make an announcement within two working days from the date of this fact.

3. Within two months after the completion of the share-trading reform plan of Jinjiang Hotel, the hotel group will invest no less than RMB 30 million to increase its holdings of A shares of Jinjiang Hotel. During the implementation of the A-share stock increase plan of Jinjiang Hotel, and within six months after the completion of the plan, the increased shares will not be sold and the relevant information disclosure obligations will be fulfilled.

On March 23, 2006, it was announced that Shanghai Jinjiang International Hotel (Group) Co., Ltd. had raised 14770003 A shares from the secondary market within two months after the completion of the share-trading reform plan, with a total investment of 1000484 million yuan. So far, the hotel group has fulfilled its commitment to increase its holdings of A shares. As of March 23, 2006, the total number of shares held by Hotel Group was 3,065,438+0,930,088, accounting for 50.05% of the company's total share capital.

(two) the commitment of the shareholders who issue legal person shares to participate in the payment of the consideration.

According to the relevant provisions of the Measures for the Administration of Share-trading Reform of Listed Companies, the non-tradable shares held by shareholders who participate in consideration payment shall not be listed, traded or transferred within 65,438+02 months from the date of obtaining the right of listing and circulation.

Shareholders participating in the payment of the consideration are Hotel Group and 65,438+00 shareholders who issue legal person shares, of which the shares of Hotel Group account for 42.32% of the total share capital, and the shares of 65,438+00 shareholders who issue legal person shares account for 2.365,438+0% of the total share capital. During the share-trading reform, the hotel group acquired 6 1 11shares held by 6/52000 shareholders who issued corporate shares, accounting for 10. 1372% of the total share capital. If the transfer of these shares is completed before the implementation of the share-trading reform plan, the hotel group will pay the A-share shareholders of Jinjiang Hotel the consideration arrangement that should be implemented by the non-tradable shareholders; If the transfer of these shares is not completed before the implementation of the share-trading reform plan, the hotel group will pay the consideration arrangement for these non-tradable shareholders in advance.

As of the announcement of the share reform plan, 65,438+02 corporate shareholders companies have not clearly expressed their opinions on whether to participate in the share-trading reform, and 2 corporate shareholders companies have indicated that they do not agree to participate in the consideration payment. The above shareholders hold 65438+0,850.65438+million shares of the company, accounting for 3.0669% of the total shares of the company. Hotel Group, the controlling shareholder of the company, agreed to advance the consideration arrangement that should be implemented by the above-mentioned legal person shareholders.

As of the announcement of the share reform plan, the shares held by Shanghai Pudong Commercial Construction Co., Ltd., the shareholder of the company issuing legal person shares, were frozen by the judiciary, and the shares held by Shanghai Aijian Trust and Investment Co., Ltd. and Shanghai Tire and Rubber (Group) Co., Ltd. were pledged. Among them, Shanghai Pudong Commercial Construction Co., Ltd. did not clearly indicate whether to participate in the share-trading reform, Shanghai Aijian Trust and Investment Co., Ltd. did not agree to participate in the consideration payment, and Shanghai Tire Rubber (Group) Co., Ltd. participated in the consideration payment. Shanghai Pudong Commercial Construction Co., Ltd. and Shanghai Aijian Trust and Investment Co., Ltd. shall be paid in advance by the hotel group. If the shares held by Shanghai Tire Rubber (Group) Co., Ltd. cannot be unfrozen before the implementation of the share reform plan, the consideration to be paid shall be paid by the hotel group in advance. When handling the listing and circulation of the non-tradable shares held by the above-mentioned non-tradable shareholders, the consent of the hotel group should be obtained first, and Jinjiang Hotel should apply to the Shanghai Stock Exchange for listing and circulation of this part of the shares.

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Aijian is about to complete the share reform;

Detailed description of the scheme

Shanghai Aijian Co., Ltd. transfers capital reserve to all shareholders registered on the implementation date of this plan, and the transfer ratio is10: 2.338+024; Li Ming Group, Aijian Foundation and Shanghai Federation of Industry and Commerce agreed to give 22,476,5438+0,365,438+03 shares to all tradable shareholders registered on the implementation date of the donation scheme, as a consideration for obtaining the circulation right of non-tradable shares held by non-tradable shareholders. Every 65,438+00 tradable shareholders will actually get about 2.8 transferred shares, which is equivalent to a consideration of 0.604 shares for every 65,438+00 tradable shareholders on the premise that the total share capital remains unchanged. On the first trading day after the implementation of this plan, the original non-tradable shares will be listed and circulated.

In this share-trading reform scheme, shareholders who raise corporate shares of the company neither pay nor collect consideration except for the share transfer they deserve.

[Original plan: distribute 0.5 shares to shareholders of tradable shares for every 10 share]

A detailed description of the commitment

1, legal commitment

Li Ming Group, Aijian Foundation and Shanghai Federation of Industry and Commerce will abide by the legal commitments stipulated in the Measures for the Administration of Share-trading Reform of Listed Companies of China Securities Regulatory Commission and other relevant documents after receiving part of the shares held by Aijian Foundation.

2. Supplementary special commitments:

(1) Li Ming Group promises that it will not list, trade or transfer its original non-tradable shares within 24 months from the date of implementation of the reform plan; If the original non-tradable shares held by the company are sold through listing in this Exchange within the 25th to 48th month from the date of obtaining the right to circulate, the selling price shall not be lower than 1 1.70 yuan/share (if there are any issues such as dividend distribution, share delivery, capitalization of capital reserve, etc., the price shall be subject to corresponding ex-dividend treatment from the date of obtaining the right to circulate non-tradable shares to the time of selling shares).

② Aijian Foundation promises that the original non-tradable shares held by Aijian Foundation (excluding the 569,902 legal person shares currently held by Aijian Foundation and the118,040 shares due for capitalization of capital reserve) shall not be listed, traded or transferred within 24 months from the implementation date of the reform plan, and this part of non-tradable shares shall be from the 25th month to the 48th from the date of obtaining the circulation right. If the shares are sold by listing on the exchange, the selling price shall not be lower than 1 1.70 yuan/share (if there are dividends, stock offerings, capitalization of capital reserve, etc. From the date when the non-tradable shares obtain the circulation right to the period when the shares are sold, the price shall be subject to corresponding ex-dividend treatment).