Jinke Property Group Co.Ltd(000656)
About related natural persons providing funds to support the development of the company and related
Announcement of transaction
Securities abbreviation: Jinke Property Group Co.Ltd(000656) securities code: 000656 Announcement No.: 2022-024 the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
Ms. Huang Sishi, an affiliated natural person of Jinke Property Group Co.Ltd(000656) (hereinafter referred to as “the company”), recently reduced her shares of the company through centralized bidding in the secondary market due to the need to repay the due financing of financial institutions, and plans to continue to support the development of listed companies according to her own cash flow arrangements and the needs of the company in the next year, See the relevant announcement (Announcement No.: 2022-016) disclosed by the company on January 24, 2022 for details.
In view of this, in order to further support the development of the company, Ms. Huang Sishi plans to sign the loan contract with Chongqing Jinke Enterprise Management Group Co., Ltd. (hereinafter referred to as “Jinke enterprise management”), the holding subsidiary of the company, and provide a total loan of 120 million yuan to Jinke enterprise management, with a loan term of one year. Within the above loan limit and term, she can repay the loan at any time and can borrow it circularly, The annual interest rate of this loan is 10%.
Ms. Huang Sishi is a direct relative of Mr. Huang Hongyun, the actual controller of the company, and is a related party of the company. Therefore, this transaction constitutes a related party transaction.
According to the relevant provisions of Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 7 – transactions and related party transactions, and the company’s related party transaction management system, it is estimated that the maximum amount of this related party transaction does not exceed 5% of the company’s latest audited net assets, In addition, the accumulated connected transactions for 12 consecutive months have not exceeded 5% of the company’s latest audited net assets, which does not need to be submitted to the general meeting of shareholders for approval. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it need to be submitted to the general meeting of shareholders for approval.
The above-mentioned connected transactions do not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, nor do they need to be submitted to the general meeting of shareholders for approval.
The proposal of the 18th meeting of the board of directors on the development of affiliated companies was approved by 30 votes on January, 2020.
No related directors of this proposal abstained from voting.
The independent directors of the company have approved the above related party transactions in advance and expressed relevant independent opinions.
2、 Introduction to the counterparty
Huang Si, female, Han nationality, ID number: 500102********0541, is the direct controller of the company’s actual controller Mr. Huang Hong Yun.
Upon inquiry, the above-mentioned connected natural persons are not dishonest Executees.
3、 Main contents of loan contract
1. Parties to the agreement
Lender: Huang Sishi
Borrower: Chongqing Jinke Enterprise Management Group Co., Ltd
2. Loan amount: 120 million yuan. If the actual loan amount is inconsistent with the agreement, the amount specified in the bank transfer certificate shall prevail.
3. Loan term: within one year from the date of signing the agreement, the loan balance shall not exceed the scope agreed in the agreement, and it can be borrowed at any time and can be borrowed circularly.
4. Loan interest rate: the annual interest rate of the loan is 10%, the daily interest rate = annual interest rate / 360, and the interest is calculated according to the actual occupied days.
5. Repayment: one-time repayment of principal and interest when due.
6. Prepayment: prepayment can be made in full or in part.
7. Loan extension: if the borrower needs to extend the loan, it shall submit a written application to the lender 5 working days before the maturity of the loan.
8. Liability for breach of contract: if the borrower loses civil capacity or violates the statement, commitment and other provisions of the contract, which may affect the realization of creditor’s rights, the lender has the right to take measures such as requiring the borrower to correct the breach within a time limit, suspending and canceling the issuance of loans under the contract.
9. Effectiveness of the contract: the loan contract shall come into force after being stamped or signed by both parties.
4、 Pricing basis of related party transactions
The pricing of this connected transaction follows the principles of fairness, impartiality and openness, with reference to the current market and the comprehensive financing cost of the company’s credit loans, and is determined through friendly negotiation between all parties.
5、 Purpose of related party transactions and its impact on Listed Companies
The above loans provided by the company’s affiliated natural persons are intended to support the company’s development, meet the company’s business development and supplement the company’s working capital. At the same time, compared with other financing methods, it has greater flexibility and convenience, which is conducive to the balance of the company’s working capital, reduce the pressure of short-term working capital, and will have a positive impact on the company’s production and operation. There is no damage to the company’s interests and will not affect the independence of the company’s business.
6、 Total amount of various related party transactions with related parties
Since the beginning of this year, the total amount of various related party transactions between the company and the related person is RMB 10000 (excluding this transaction).
7、 Prior approval and independent opinions of independent directors
For this transaction, the independent directors have previously recognized and expressed the following independent opinions:
This connected transaction aims to support the company’s development, meet the company’s business development and supplement the company’s working capital. At the same time, compared with other financing methods, it has greater flexibility and convenience, which is conducive to the balance of the company’s working capital, reduce the pressure of short-term working capital, and will have a positive impact on the company’s production and operation. There is no damage to the company’s interests and will not affect the independence of the company’s business. The pricing method of this related party transaction is fair and fair, there is no damage to the interests of the company and minority shareholders, and it is in line with the interests of the company and all shareholders. 8、 Documents for future reference
1. Resolutions of the 18th meeting of the 11th board of directors of the company;
2. Independent opinions of the company’s independent directors on matters related to the 18th meeting of the 11th board of directors;
3. Independent opinions of the company’s independent directors on matters related to the 18th meeting of the 11th board of directors; 4. Relevant contract text.
It is hereby announced
Jinke Property Group Co.Ltd(000656) board of directors
February 7, 2002
