Securities code: 600239 securities abbreviation: * ST Yuncheng Announcement No.: Lin 2022-007 Yunnan Metropolitan Real Estate Development Co.Ltd(600239)
Announcement on external guarantee of the company
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
1. Name of the guaranteed: OCT (Yunnan) Investment Co., Ltd. (hereinafter referred to as “OCT investment”).
2. The guarantee amount and the guarantee balance actually provided for it: the guarantee amount is 120 million yuan; The guarantee balance actually provided by the company for overseas Chinese town investment is 142 million yuan.
3. Whether there is counter guarantee in this guarantee: None
4. Up to now, the company has no overdue guarantee.
1、 Overview of guarantee
1. Basic information of this guarantee
Yunnan Overseas Chinese Town Industrial Co., Ltd. (hereinafter referred to as “overseas Chinese town industrial”) is a joint-stock company subordinate to the company, and its equity structure is: the company holds 30%; Shenzhen Overseas Chinese Town Co.Ltd(000069) (hereinafter referred to as “Shenzhen OCT”) holds 50%; OCT Enterprise Co., Ltd. holds 20%. In order to meet the capital needs, Oct industry plans to apply for financial leasing loans from Far East International Financial Leasing Co., Ltd. (hereinafter referred to as “Far East International”) and China Merchants Bank Financial Leasing Co., Ltd. (hereinafter referred to as “China Merchants Bank leasing”), of which OCT industry plans to apply for financial leasing loans of RMB 100 million from far east international, Shenzhen OCT provides 70% joint and several liability guarantee for this loan, and OCT investment provides 30% joint and several liability guarantee for this loan. As a counter guarantee measure, the company plans to pledge 5.42% equity of OCT industry to OCT investment; OCT industry handled a total of 800 million yuan of financial leasing loans from China Merchants Bank leasing from 2019 to 2021. Shenzhen OCT and OCT investment provided 70% and 30% joint and several liability guarantee for the above 800 million yuan loan respectively. As a counter guarantee measure, the company pledged 18.62% of the equity of OCT industry to OCT investment. Up to now, The balance of the above loan is RMB 515 million, and OCT industry can continue to apply for financial leasing loans within the credit line of RMB 800 million approved by China Merchants Bank leasing. Now OCT industry plans to apply for a financial leasing loan of RMB 300 million from China Merchants Bank leasing, which is invested by Shenzhen OCT and OCT to provide 70% and 30% joint and several liability guarantee for the financial leasing loan of RMB 300 million respectively, As a counter guarantee measure, the company plans to continue to pledge 18.62% of the equity of OCT industry to OCT investment, and cooperate with OCT investment to improve the equity pledge registration procedures with the market supervision and administration department in accordance with the provisions of laws and regulations.
2. Internal decision-making procedures for the performance of this guarantee
The 34th meeting of the ninth board of directors of the company was held by means of communication voting on February 11, 2022. There were 7 directors who should attend the meeting and 7 directors who actually attended the meeting. The meeting complies with the provisions of the company law and the articles of association. The meeting deliberated and approved the proposal on external guarantee of the company, which is intended to agree that the company will pledge 5.42% and 18.62% of the equity of OCT industry to OCT investment as a counter guarantee for OCT investment to provide 30% joint and several liability guarantee for OCT industry’s financial leasing loans to Far East international and China Merchants Bank leasing, And in accordance with the provisions of laws and regulations, cooperate with OCT investment to improve the equity pledge registration procedures with the market supervision and administration department. (for details, please refer to the announcement of the resolution of the 34th meeting of the ninth board of directors (Lin 2022-006) published on the website of Shanghai Stock Exchange, Shanghai Securities News, China Securities News, securities times and Securities Daily on the same day.)
3. The external guarantee matters need to be submitted to the second extraordinary general meeting of the company in 2022 for deliberation by special resolution. The general meeting of shareholders of the company is requested to authorize the general manager’s office meeting to follow up and handle matters related to this external guarantee. 2、 Basic information of the guaranteed
Name: OCT (Yunnan) Investment Co., Ltd
Registered capital: ten billion yuan only
Address: low carbon center of Expo eco city, Panlong District, Kunming, Yunnan
Legal representative: Ge Baorong
Business scope: project investment and management of invested projects; Electronic Commerce; Planting and technical development of Chinese herbal medicine and tea; China’s trade and material supply and marketing; Import and export of goods and technology; Organize cultural and artistic exchange activities; Landscaping works; The following business scope is limited to branches: development and operation of cultural performances; Cargo transportation (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
Equity structure of OCT Investment: OCT Group Co., Ltd. holds 100%.
The main financial data of OCT investment in the latest year are as follows:
Unit: Yuan
Subject: December 31, 2021 December 31, 2020
(Unaudited) (audited)
Total assets 39620498126.18 40024724387.15
Net assets 19079385608.01 20111702416.25
Operating income 4371725435.89 5341168258.09
Net profit -348779025.25 540787398.24
3、 Opinions of the board of directors
In order to support the business development needs of OCT industry, the board of directors of the company intends to agree to pledge 5.42% and 18.62% of the equity of OCT industry to OCT investment as a counter guarantee for OCT investment to provide 30% joint and several liability guarantee for OCT industry’s financial leasing loans to Far East international and China Merchants Bank leasing. The guarantee risk is controllable, It will not harm the interests of the company and shareholders. 4、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the total external guarantee of the company and its holding subsidiaries was about 12.421 billion yuan (including the guarantee provided by the company for wholly-owned and holding subsidiaries, excluding the phased mortgage guarantee and this guarantee provided by the company for house buyers), accounting for – 3288.09% of the company’s latest audited net assets; The total amount of guarantees provided by the company to its holding subsidiaries was about 5.306 billion yuan, accounting for – 1404.66% of the company’s latest audited net assets. The company has no overdue guarantee.
It is hereby announced.
Yunnan Metropolitan Real Estate Development Co.Ltd(600239) board of directors February 14, 2022
