Securities code: 001914 securities abbreviation: China Merchants Property Operation & Service Co.Ltd(001914) Announcement No.: 2022-04 China Merchants Property Operation & Service Co.Ltd(001914)
Announcement on the addition of related party guarantee after the transfer of a wholly-owned subsidiary
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of guarantee matters
1. Basic information
China Merchants Property Operation & Service Co.Ltd(001914) (hereinafter referred to as “the company”) plans to transfer 100% equity of Ganzhou AVIC Jiufang Commercial Co., Ltd. (hereinafter referred to as “Ganzhou Jiufang”) to Zhuhai Evian Real Estate Co., Ltd.
At present, the company has provided a loan guarantee amount of 550 million yuan for Ganzhou nine parties. The above guarantee matters have performed the necessary decision-making procedures in accordance with the regulatory rules and signed the corresponding guarantee agreement, Specifically, the first extraordinary general meeting of shareholders of the company in 2015 deliberated and approved the proposal on providing guarantee for Ganzhou AVIC Jiufang Commercial Co., Ltd. to apply for bank loan adopted at the 25th meeting of the seventh board of directors. The company provided a joint and several liability guarantee amount of 55 million yuan for Ganzhou Jiufang Commercial Co., Ltd. to apply for bank loan from China Minsheng Banking Corp.Ltd(600016) Ganzhou branch, The Ganzhou Jiufang shopping center and other assets owned by Ganzhou Jiufang are used as collateral. The loan term is until March 24, 2025. The guarantee period is two years from the expiration of the debt performance period of Ganzhou Jiufang. Ganzhou Jiufang provides counter guarantee to the company. As of December 31, 2021, the company’s guarantee balance to Ganzhou nine parties was 207.5 million yuan.
2. Association relationship
Shenzhen merchants Real Estate Co., Ltd., a wholly-owned subsidiary of the company’s controlling shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) (hereinafter referred to as ” China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) “), holds 100% equity of Zhuhai Evian Real Estate Co., Ltd. When the company provides guarantee for Ganzhou Jiufang, Ganzhou Jiufang is a wholly-owned subsidiary of the company; After the completion of this equity transfer, the company will no longer hold the equity of Ganzhou Jiufang. Ganzhou Jiufang will become a wholly-owned enterprise subordinate to the company’s controlling shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and a related party of the company. The above guarantee matters will become the guarantee matters of the company to related parties.
3. Decision making procedure
On January 26, 2022, the 27th meeting of the ninth board of directors of the company deliberated and approved the proposal on adding related party guarantee after the transfer of wholly-owned subsidiaries (5 votes in favor, 0 votes against and 0 abstention). The related directors Nie liming, Liu Ning, Chen Haizhao, Wong car wha (Yuan Jiahua), Xie Shuiqing and Wang suwang avoided voting on the proposal, Non affiliated directors Zhang Songxin, Hua Xiaoning, Chen Yingge, Xu Zunwu and Lin Hong voted. The independent directors of the company conducted a prior review on the guarantee provided to related parties and expressed independent opinions.
The related guarantee matters need to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) and Shenzhen merchants Real Estate Co., Ltd. will avoid voting.
2、 Basic information of the guaranteed
1. Ganzhou Jiufang was founded on July 25, 2014, with a registered capital of 167 million yuan, a unified social credit code of 91360700309107471l, a legal representative of Hu bin, and a registered address on the fifth floor of the commercial building of Ganzhou AVIC City, No. 1, Changzheng Avenue, Zhanggong District, Ganzhou City, Jiangxi Province. The enterprise type is a limited liability company (wholly owned by a legal person invested or controlled by a non natural person), Business scope includes: self owned house leasing; Property services; Parking service; Design, produce, publish and act as an agent for all kinds of advertisements in China; Sales of daily necessities, textiles, knitwear, clothing, cultural and sporting goods, instruments and meters, hardware and electrical appliances, furniture, daily ceramics, handicrafts, photographic works of Art (except cultural relics, coins and antiques), gold and silver jewelry. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Before this equity transfer, Ganzhou Jiufang was a wholly-owned subsidiary of the company; After the equity transfer, Ganzhou Jiufang will no longer be included in the scope of the company’s consolidated statements. Zhuhai Evian Real Estate Co., Ltd., a wholly-owned subsidiary of the company’s controlling shareholder China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) , holds 100% of its shares and is a related party of the company.
3. Main financial data of the latest year and period:
As of December 31, 2020, the audited total assets of Ganzhou Jiufang were 755.12 million yuan, the total accounts receivable were 2.28 million yuan, the total liabilities were 396.41 million yuan, and the net assets were 358.71 million yuan. In 2020, the operating income was 58.82 million yuan, the operating profit was 9.56 million yuan, the net profit was 6.54 million yuan, and the net cash flow from operating activities was 19.29 million yuan.
As of August 31, 2021, the audited total assets of Ganzhou Jiufang were 860.34 million yuan, the total accounts receivable were 2.85 million yuan, the total liabilities were 42.26 million yuan, and the net assets were 43.77 million yuan. From January to August 2021, Ganzhou Jiufang realized an operating revenue of 45.79 million yuan, an operating profit of 104.48 million yuan, a net profit of 78.99 million yuan, and a net cash flow from operating activities of 19.99 million yuan.
4. After inquiry, Ganzhou Jiufang is not the person who has broken his promise.
3、 Necessity of related party guarantee and its impact on the company
(I) necessity of related party guarantee
The above related party guarantee is the change of the guarantee matters within the scope of the original consolidated statements into related party guarantee due to this equity transfer. It occurs and continues in the past period. It is to ensure the smooth handover and transition of the subject company, ensure the continuous and stable financing business of the guarantee object, and maintain the normal operation of the guarantee object.
(II) impact on the company
The related party guarantee provided by the company this time is based on the guarantee items approved in the previous historical period of the company. The related party guarantee formed due to the completion of this equity transfer does not belong to the situation of new guarantee. This guarantee is mortgaged by Ganzhou Jiufang shopping center and other assets owned by Ganzhou Jiufang, and Ganzhou Jiufang provides counter guarantee to the company. Therefore, it will not have an adverse impact on the normal production and operation of the company.
4、 Opinions of the board of directors
In order to promote the implementation of the company’s strategy and adjust and optimize the asset structure, the company plans to transfer the equity of three subordinate enterprises. Ganzhou Jiufang, the guarantee object, is one of the objects of equity transfer. The company submitted the related party guarantee provided by Ganzhou Jiufang after the equity transfer to the board of directors and the general meeting of shareholders for deliberation, which complies with the relevant securities regulatory provisions. The guarantee is mortgaged by Ganzhou Jiufang shopping center and other assets owned by Ganzhou Jiufang, and Ganzhou Jiufang provides counter guarantee to the company, and the overall risk is controllable.
5、 Prior approval and independent opinions of independent directors
Hua Xiaoning, Chen Yingge, Xu Zunwu and Lin Hong, the independent directors of the company, gave their prior approval and independent opinions on this matter and agreed that Ganzhou Jiufang is a wholly-owned subsidiary of the company, and the company has provided guarantee for it and performed relevant decision-making procedures in strict accordance with regulatory provisions. After the completion of this equity transfer, Ganzhou nine parties will no longer be included in the company’s consolidated statements. The company will review the related party guarantee provided by Ganzhou nine parties, which is in line with relevant securities regulatory regulations. The overall risk of this guarantee is controllable and will not damage the interests of the company’s shareholders, especially the minority shareholders.
Therefore, we agree to submit the proposal to the board of directors for deliberation, and agree to the resolution on the proposal on adding related party guarantee after the transfer of wholly-owned subsidiaries made at the 27th meeting of the ninth board of directors of the company.
6、 Accumulated external guarantees and overdue guarantees
1. Up to now, the external guarantee amount approved by the general meeting of shareholders of the company (within the validity period and excluding the guarantee amount and the real estate sales mortgage guarantee provided by the subsidiary for customers) is RMB 1850 million, which are guarantees for the holding subsidiary. Among them, the amount approved by the general meeting of shareholders and the guarantee obligations have been fulfilled is RMB 105 million, and the actual guarantee balance is RMB 287.5 million (accounting for 3.46% of the latest audited net assets attributable to shareholders of listed companies).
It is estimated that after the approval of this guarantee amount, the company’s external guarantee amount approved by the general meeting of shareholders is RMB 1850 million, accounting for 22.27% of the latest audited net assets attributable to the shareholders of the listed company; The total balance of the company’s external guarantee is RMB 287.5 million, accounting for 3.46% of the latest audited net assets attributable to the shareholders of the listed company; After the guarantee is provided, the total balance of the guarantee provided by the company to units outside the consolidated statements is 207.5 million yuan, accounting for 2.50% of the net assets attributable to shareholders of listed companies audited in the latest period.
2. The company has no overdue guarantee, no guarantee amount involved in litigation and the amount of loss due to the judgment of losing the guarantee.
7、 Documents for future reference
1. Resolutions of the 27th meeting of the 9th board of directors;
2. Prior approval and independent opinions signed by independent directors.
It is hereby announced
China Merchants Property Operation & Service Co.Ltd(001914) board of directors
January 27, 2002
