Securities code: 000861 securities abbreviation: Guangdong Highsun Group Co.Ltd(000861) Announcement No.: 2022-10 bond Code: 127003 bond abbreviation: Haiyin convertible bond
Guangdong Highsun Group Co.Ltd(000861)
Announcement on the signing of Guangzhou commercial housing sales contract by Guangzhou Panyu Haiyin sports leisure Co., Ltd., a wholly-owned subsidiary
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. Important:
1. Risk of performance: both parties to the contract have made clear provisions on breach of contract, disputes, response measures and responsibility attribution in case of force majeure. However, during the performance of the contract, there may be risks caused by unpredictable or force majeure factors such as policy and market environment. Please pay attention to the investment risk.
2. Impact on the performance of the listed company in the current year: the performance of the contract is conducive to accelerating the sales progress of the company’s real estate business. It is expected that the net profit generated by the sales will be about 36.71 million yuan, which will have a positive impact on the company’s cash flow and operating results this year.
1、 Contract signing overview
February 7, 2022, Guangzhou Panyu Haiyin sports leisure Co., Ltd. (hereinafter referred to as “Panyu sports leisure”), a wholly-owned subsidiary of Guangdong Highsun Group Co.Ltd(000861) (hereinafter referred to as “the company”), and Guangzhou Xingxun Industry Co., Ltd. (hereinafter referred to as “Xingxun industry”) signed the Guangzhou commercial housing sales contract , Panyu sports leisure, a wholly-owned subsidiary of the company, sold the real estate located in room 2401, No. 8, Haishun Road, Nancun Town, Panyu District to Xingxun industry, with a contract amount of 90.33 million yuan.
The main business of Panyu sports leisure, a wholly-owned subsidiary of the company, is real estate development and operation. The signing of Guangzhou commercial housing sales contract belongs to the daily operation contract of the company’s real estate business. The above contract does not need to be reviewed and approved by the board of directors and the general meeting of shareholders.
2、 Parties to the contract
(I) basic information:
1. Name: Guangzhou Xingxun Industrial Co., Ltd
2. Legal representative: Cai Wanfen
3. Registered capital: USD 1.3 million
4. Registered address: North of Shiling Highway Bridge gas station, Caohe village, Xianyong village, Qiaonan street, Panyu District, Guangzhou
5. Business scope: real estate industry
(II) performance capability analysis
Xingxun industrial is in good credit condition and has good payment ability and performance ability. There has been no similar transaction between the company and the parties to the contract in the last three years.
(III) relationship
Shao Jianming, Shao Jianjia and Shao jiancong, the company’s shareholders holding more than 5% of the company’s shares and the actual controllers of the company, have no relationship with Xingxun industry in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
3、 Main contents of the contract
Guangzhou commercial housing sales contract
Seller: Guangzhou Panyu Haiyin sports leisure Co., Ltd
Buyer: Guangzhou Xingxun Industrial Co., Ltd
Chapter II basic conditions of commercial housing
Article 1 project construction basis
1. The seller obtains the right to use the construction land located in the east of Yingbin Road, lirendong village, Nancun Town by means of transfer. The state-owned land use certificate number of the plot is pfgyz (2003) No. g05-000311, and the land use right area is 62334 square meters. The land occupied by the commercial house purchased by the buyer (hereinafter referred to as the commercial house) is for commercial use, and the termination date of the land use right is January 30, 2043.
2. With the approval of the seller, the approved name of the commercial housing project built on the above plot is Haiyin Youyi City, the construction land planning license number is sui GUI Di Zheng [2007] No. 192h, the construction project planning license number is sui GUI Jian Zheng [2011] No. 100, and the construction project construction license number is 440126201208080101.
Article 2 sales basis
The commercial house purchased by Party B is an existing house, and the ownership registration has been handled. The registration authority is Panyu District land and resources and housing management; And get the real estate ownership certificate, No. 07012855. Article 3 basic information of commercial housing
(1) The planned purpose of the commercial house is commercial.
(2) The main structure of the building where the commercial house is located is reinforced concrete structure, with a total number of 28 floors, including 26 floors above the ground and 2 floors underground.
(3) The commercial house is No. 2401, 24 / F, Haiyin Youyi City Hotel and office building in the project specified in Article 1. The house address is 2401, No. 8, Haishun Road, Nancun Town, Panyu District.
(4) The measured building area of the real estate of the commercial house is 4516.5 square meters, including 3043.43 square meters of internal building area and 1473.07 square meters of shared building area.
Chapter III price of commercial housing
Article 6 pricing method and price
The seller and the buyer shall calculate the price of the commercial house in the following ways:
According to the total transaction price of the commercial house, the total price of the commercial house is 90330000 yuan.
Article 7 payment method and term
The buyer shall make payment in the following ways:
One time payment: the buyer shall pay the full price of the commercial house before March 31, 2022.
Article 8 liability for overdue payment
Except for force majeure, if the buyer fails to pay at the agreed time, both parties agree to deal with it respectively according to the overdue time ((1) and (2) are not cumulative).
1. Article 7 in case of overdue payment, the Seller shall pay the liquidated damages to the buyer within the agreed time limit from the date of overdue payment to the expiration of the next day.
2. The seller has the right to terminate the contract after the expiration of more than 180 days (the period shall be the same as that in Item (1) of this article). If the seller terminates the contract, it shall notify the buyer in writing. The buyer shall pay 0.05% of the accumulated payable liquidated damages to the seller within 30 days from the date of service of the notice of termination of the contract, and the Seller shall return all the house price paid by the buyer (including the loan paid).
If the seller does not terminate the contract, the buyer shall pay the seller liquidated damages of 0.05% of the overdue payment (the rate shall not be lower than the rate in Item (1)) on a daily basis.
Chapter IV delivery conditions and procedures of commercial housing
Article 11 delivery time and procedures
The Seller shall deliver the commercial house to the buyer before March 31, 2022.
Article 12 liability for overdue delivery
Except for force majeure, if the seller fails to deliver the commercial house to the buyer at the agreed time, both parties agree to deal with it respectively according to the overdue time ((1) and (2) are not cumulative). 1. Within 180 days (the time limit shall not be more than the time limit in Item 1 (1) of Article 8), from the next day after the expiration of the delivery period agreed in Article 11 to the date of actual delivery, the Seller shall pay the buyer liquidated damages of 0.05% of the total house price on a daily basis (the rate of liquidated damages shall not be less than the rate in Item 1 (1) of Article 8).
2. The buyer has the right to terminate the contract after the overdue period exceeds 180 days (the period shall be the same as that in Item (1) of this article). If the buyer terminates the contract, it shall notify the seller in writing. The Seller shall return all the house price paid by the buyer (including the loan paid) within 15 days from the date of service of the notice of termination of the contract, and calculate and pay interest at 0.05% (not lower than the loan market quotation rate LPR of the corresponding period last published by the national interbank lending center on the buyer’s payment date) from the date of payment to the date of actual refund; If the buyer requests to continue to perform the contract, the contract shall continue to be performed, and the Seller shall pay the buyer liquidated damages of 0.05% of the total house price on a daily basis (the rate shall not be lower than the rate in Item 1 (1) of this article).
Chapter VI house registration
Article 17 real estate registration
1. Both parties agree to choose the buyer to entrust the seller to handle the real estate property right certificate.
The Seller shall complete the house ownership registration for the buyer at the real estate registration authority within 90 days (no more than 90 days) from the date of online signing of this contract, and deliver the real estate certificate with the buyer as the obligee to the buyer.
In this case, the buyer shall provide the seller with the certificates and materials required by the real estate registration authority and provided by the buyer within 30 working days after receiving the seller’s written notice. The Seller shall truthfully inform the buyer of the certificates and materials required by the buyer to handle the registration of house ownership transfer at one time. If the seller fails to inform or the contents notified are incomplete and inaccurate, resulting in the buyer’s failure to provide certificates and materials in time, the Seller shall be liable.
2. If the buyer fails to handle the real estate ownership certificate of the commercial house as agreed due to the seller, both parties agree to deal with it in the following ways:
The buyer has the right to terminate the contract. If the buyer terminates the contract, it shall notify the seller in writing. The Seller shall return all the house price paid by the buyer (including the loan paid) within 15 days from the date of service of the notice of termination of the contract, and calculate and pay interest at 0.05% (not lower than the market quotation rate of loan for the corresponding period last published by the national interbank lending center on the buyer’s payment date LPR) from the date of payment by the buyer. At the same time, 0.05% of the total house price of the commercial house shall be paid to the buyer as liquidated damages. If the liquidated damages are insufficient to compensate the actual losses of the buyer, the Seller shall compensate the difference. If the buyer does not terminate the contract, the Seller shall pay the buyer liquidated damages of 0.05% of the total house price on a daily basis from the day after the expiration of the time limit for the seller to handle the house ownership transfer registration for the buyer to the day when the house ownership transfer registration is actually completed.
If the buyer fails to complete the house ownership transfer registration of the commercial house within the agreed time limit due to the buyer, the Seller shall not be liable.
(III) Chapter VII property management
Article 18 property management
1. The Seller shall delimit the property management area in accordance with the regulations of Guangdong Province on property management and report it to the local real estate administrative department for the record; Allocate property service rooms in the property management area. The ownership of property service houses belongs to all owners according to law. 2. The seller has selected Guangzhou Haiyin Property Management Co., Ltd. (property service enterprise) to provide early-stage property management services in accordance with the methods and conditions specified in the property management regulations of the State Council and the property management regulations of Guangdong Province, and signed a written early-stage property service contract. The term of the property service contract is from January 30, 2003 to January 30, 2043. The property charging method is the lump sum system. The property service fee is 150 yuan per square meter of construction area per month (including the shared cost of water and electricity), which shall be paid by the buyer on time on a monthly basis from the date of repossession. The Seller shall inform the buyer in writing of the filing of the preliminary property service contract. The buyer agrees that the early-stage property service enterprise selected by the Seller shall inspect and undertake the common parts of the property and common facilities and equipment on behalf of the seller. The Seller shall inform the buyer in writing of the filing of the inspection of the common parts of the property and common facilities and equipment. The Seller shall formulate the temporary management regulations and express the preliminary property service contract and temporary management regulations of the commercial housing project to the buyer before signing this contract; The buyer has carefully read the preliminary property service contract and temporary management regulations, and agrees that the property service enterprise selected by the seller according to law shall implement preliminary property management and abide by the temporary management regulations.
4、 Impact on Listed Companies
Panyu sports leisure, a wholly-owned subsidiary of the company, signed the contract this time, which is the daily business scope of the company’s real estate business. The performance of the contract is conducive to accelerating the sales progress of the company’s real estate business. It is expected that the net profit generated by this sales will be about 36.71 million yuan, which will have a positive impact on the company’s cash flow and operating results this year, but will not have an impact on the independence of the company’s business and operation. The company will recognize the revenue in the corresponding accounting period according to the performance of the contract and the revenue recognition principle, and the recognition of relevant financial data shall be subject to the audited financial report. 5、 Risk tips
Both parties to the contract have made clear provisions on breach of contract, disputes, response measures and responsibility attribution in case of force majeure. However, during the performance of the contract, there may be risks caused by unpredictable or force majeure factors such as policy and market environment. Please pay attention to the investment risks.
6、 Documents for future reference
Guangzhou commercial housing sales contract (cash sale) signed by Panyu sports leisure and Xingxun industry
It is hereby announced
Guangdong Highsun Group Co.Ltd(000861) board of directors
February 8, 2002
