Securities code: 000537 securities abbreviation: Tianjin Guangyu Development Co.Ltd(000537) Announcement No.: 2022-019 Tianjin Guangyu Development Co.Ltd(000537)
Announcement on cancellation of new affiliated guarantee
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 guarantee
Tianjin Guangyu Development Co.Ltd(000537) (hereinafter referred to as the “company” or “listed company”) held the 15th meeting of the 10th board of directors on December 3, 2021, deliberated and approved the proposal on major asset replacement, major asset sale and related party transaction scheme and other relevant proposals, and agreed that the company would purchase the equity of all 23 subsidiaries (hereinafter referred to as the “target company”), 100% equity of Luneng new energy (Group) Co., Ltd. jointly held by Luneng Group Co., Ltd. (hereinafter referred to as “Luneng Group”) and Ducheng Weiye Group Co., Ltd. (hereinafter referred to as “Ducheng Weiye”), and the valuation difference is made up in cash (hereinafter referred to as “this major asset restructuring”). After the completion of this major asset restructuring, the company will no longer hold the equity of the target company, and the target company will no longer be included in the scope of the company’s consolidated statements. The company and the target company are controlled by China lvfa Investment Group Co., Ltd. according to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, the guarantee originally provided by the company for the target company will be transformed into the guarantee provided by related parties.
The 16th meeting of the 10th board of directors held on December 14, 2021 and the 8th extraordinary general meeting of shareholders held on December 30, 2021 deliberated and approved the proposal on adding related party guarantee after the completion of major asset restructuring. For details, see the proposal on December 15, 2021 On December 31, 2021, the announcement on the new affiliated guarantee after the completion of major asset restructuring (Announcement No.: 2021-135), the announcement on the 16th meeting of the 10th board of directors (Announcement No.: 2021-134) and the announcement on the resolution of the eighth interim shareholders’ meeting in 2021 (Announcement No.: 2021-149) were disclosed on cninfo.com.
The details of newly added related party guarantees are as follows:
(I) guarantee details
No. whether the guaranteed amount of the guaranteed party has fulfilled the guarantee balance (10000 yuan) on (10000 yuan) day as of November 30, 2021
1 Suzhou Luneng Guangyu land Co., Ltd. 100000.00 50800.00 7 years no
2 Suzhou Luneng Guangyu land Co., Ltd. 120000.00 49875.00 7 years no
3 Shandong Luneng wanchuang Real Estate Co., Ltd. 80000.00 15349.07 7 years no
4 Zhangjiakou Luneng Real Estate Co., Ltd. 25500.00 24498.26 5 years no
5 Chongqing Luneng development (Group) Co., Ltd. 50000.00 11075.00 6 years no
6 Chongqing Luneng development (Group) Co., Ltd. 70000.00 30000.00 5 years no
7 Chongqing Luneng development (Group) Co., Ltd. 80000.00 44700.00 5 years no
8 Dongguan Luneng Guangyu Real Estate Development Co., Ltd. 50000.00 13509.82 4 years no
Total 575500.00 239807.15 —
(II) relevant agreements on the cancellation of new affiliated guarantee
For the subsidiaries of the original listed company inherited by Ducheng Weiye and Luneng Group as debtors, and the listed company
If it provides guarantee for it, Ducheng Weiye, Luneng group or its designated entity shall work within 20 working days from the delivery date of the purchased assets
Provide loans to relevant subsidiaries within the working day for prepayment of debts, or otherwise provide the aforesaid financing and creditor recognition
The guarantee provided by the listed company can be released, or the guarantee provided by the listed company does not need to be repaid in advance on behalf of the listed company
Debt or provide additional guarantee recognized by financing creditors, and release the exemption license for the guarantee provided by the listed company.
2、 Progress in settlement of related party guarantee
After the completion of the delivery of the restructured assets, the company timely urged the counterparties Luneng Group, capital Albert and the Ministry of finance
The non tradable subsidiaries effectively implemented the relevant measures on lifting the new related party guarantee, and timely completed the settlement of some debts
Compensation. For the outstanding debts, after communication and negotiation, the relevant creditors issued a letter of consent and agreed to waive
In addition to the related party guarantee obligations newly added by the company due to the reorganization, they are transferred to Luneng group and Dudu
Great cause of the city. At present, Luneng group and Ducheng Weiye have signed the guarantee contract with relevant creditors and
The form of issuing the letter of commitment and the letter of repayment commitment shall inherit the guarantee obligations originally undertaken by the company. Specific situation
See the following table for details:
No. the amount guaranteed by the secured party is the guarantee cancellation method adopted by the creditor of the original guarantor (10000 yuan)
1 Suzhou Luneng Guangyu land 100000.00 Tianjin Guangyu Development Co.Ltd(000537) China Citic Bank Corporation Limited(601998) Suzhou Branch Luneng group inheritance Co., Ltd
Suzhou Luneng Guangyu land Agricultural Bank Of China Limited(601288) Suzhou Luneng Group successor 2 Co., Ltd. 120000.00 Tianjin Guangyu Development Co.Ltd(000537) Gusu sub branch and China Agricultural Bank Of China Limited(601288) Co., Ltd
Company Jinan Shizhong sub branch
3 Shandong Luneng wanchuang real estate 80000.00 Tianjin Guangyu Development Co.Ltd(000537) Bank Of Beijing Co.Ltd(601169) Jinan Branch Luneng group inheritance Co., Ltd
4. Zhangjiakou Luneng Real Estate Co., Ltd. has 25500.00 Tianjin Guangyu Development Co.Ltd(000537) Agricultural Bank Of China Limited(601288) zhangjiadu Weiye inherited the insurance liability of kousha garden sub branch of the company
After the completion of Guanyinqiao sub branch of Chongqing Luneng development (Group 5) Co., Ltd. 50000.00 Tianjin Guangyu Development Co.Ltd(000537) due to the main creditor’s rights, the guarantee liability is naturally relieved
6 Chongqing Luneng development (set 70000.00 Tianjin Guangyu Development Co.Ltd(000537) Agricultural Bank Of China Limited(601288) Chongqing Luneng Group successor group) Co., Ltd. Yubei sub branch insurance liability
7. Insurance liability of Chongqing Luneng development (ji80000.00 Tianjin Guangyu Development Co.Ltd(000537) China Citic Bank Corporation Limited(601998) Chongqing sub branch Luneng Group successor group) Co., Ltd
8 Dongguan Luneng Guangyu real estate 50000.00 Tianjin Guangyu Development Co.Ltd(000537) Bank Of China Limited(601988) Dongguan Branch Luneng group inherits the insurance liability of production development Co., Ltd
Total 575500.00 —
As of the disclosure date of this announcement, the related party guarantees newly added by the company due to this restructuring have been relieved.
3、 Other instructions
The information disclosure media designated by the company are securities times, China Securities News, Shanghai Securities News and securities
Daily and cninfo (www.cn. Info. Com. CN.), All information of the company is published in the above media
The announcement shall prevail. Please pay attention to investment risks.
4、 Documents for future reference
1. Consent letter issued by the creditor
2. Guarantee contract signed by the creditor, Luneng group and Ducheng Weiye
3. Debt repayment receipt of Chongqing Luneng development (Group) Co., Ltd
4. Commitment letter and repayment commitment letter signed by Luneng Group
It is hereby announced.
Tianjin Guangyu Development Co.Ltd(000537)
Board of directors
February 17, 2022
