Securities code: 000016, 200016 securities abbreviation: shenkonka a, shenkonka B Announcement No.: 2022-10 bond Code: 114489, 114524 bond abbreviation: 19 Konka 04, 19 Konka 06
114894, 133003 21 Konka 01, 21 Konka 02
133040 21 Konka 03
About Shenzhen Konka Communication Technology Co., Ltd. to Shenzhen OCT Co., Ltd
Announcement on counter guarantee and related party transactions provided by limited company
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.
Special tips:
At present, the total amount of guarantee amount approved by the company and its holding subsidiaries is 24693236500 yuan, accounting for 293% of the company's latest audited net assets. The total amount of guarantee actually provided by the company and its holding subsidiaries to the units in the consolidated statements is 5569475500 yuan, accounting for 66% of the company's latest audited net assets. The amount of guarantee provided by the company and its holding subsidiaries to units outside the consolidated statements is 1243 million yuan, accounting for 15% of the company's latest audited net assets.
1、 Overview of counter guarantee and related party transactions
Yibin OCT Sanjiang Real Estate Co., Ltd. (hereinafter referred to as "Sanjiang real estate company") is a joint-stock company of the company, in which the company holds 20% equity of Sanjiang real estate company through its wholly-owned subsidiary Shenzhen Konka Communication Technology Co., Ltd. (hereinafter referred to as "Konka communication company"), Shenzhen Overseas Chinese Town Co.Ltd(000069) (hereinafter referred to as "OCT") holds 55% equity of Sanjiang real estate company through its wholly-owned subsidiary OCT (Chengdu) Investment Co., Ltd. and Sichuan Liangdian Real Estate Co., Ltd. holds 25% equity of Sanjiang real estate company.
Due to the needs of business development, Oct plans to provide full joint and several liability guarantee for the financing of RMB 800 million of Sanjiang real estate company. Konka communication company and Sichuan Liangdian Real Estate Co., Ltd., as minority shareholders of Sanjiang real estate company, intend to provide counter guarantee to OCT Co., Ltd. according to the shareholding ratio. Among them, Konka communication company provides counter guarantee of no more than 160 million yuan to OCT Co., Ltd. in the form of joint and several liability guarantee, and the guarantee amount is valid for three years. As the controlling shareholder of the company, OCT Group Co., Ltd., is also the controlling shareholder of OCT Co., Ltd., this transaction constitutes a related party transaction.
The company held the 54th meeting of the 9th board of directors on Monday, February 21, 2022. Seven directors of the company considered and adopted the proposal on counter guarantee provided by Shenzhen Konka Communication Technology Co., Ltd. to Shenzhen Overseas Chinese Town Co.Ltd(000069) with 4 votes in favor, 0 against and 0 abstention. This transaction constitutes a connected transaction. The independent directors of the company approved the connected transaction in advance and expressed their independent opinions on the guarantee and connected transaction. Related directors Mr. Liu Fengxi, Mr. Yao Wei and Mr. Li Zheng abstained from voting, and other directors attending the meeting unanimously agreed to this proposal.
According to the relevant laws and regulations and the relevant provisions of the articles of association, this proposal must also be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the debtor
(I) debtor: Yibin OCT Sanjiang Real Estate Co., Ltd
Date of establishment: November 29, 2017
Registered address: room 2307, radio and Television Center, No. 4, Guangchang West Road, Nan'an street, Cuiping District, Yibin City, Sichuan Province
Legal representative: Wang Jianwen
Registered capital: 100000 yuan
Business scope: real estate development and operation; Catering and entertainment management services; Organization and planning of cultural activities; Operation of performance venues; Dance design, tourism information services; Development and operation of tourism facilities, project planning and design; hotel management; Marketing planning; estate management; Parking lot management services; Conference and exhibition services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with the company: Sanjiang Real Estate Co., Ltd. is a joint-stock company of the company. The controlling shareholder of the company, OCT Group Co., Ltd., indirectly controls Sanjiang real estate company.
(II) property right and control relationship
OCT (Chengdu) Investment Co., Ltd. (a wholly-owned subsidiary of OCT Co., Ltd.) holds 55% of the equity of Sanjiang real estate company, and its actual controller is the state owned assets supervision and Administration Commission of the State Council; Sichuan Liangdian Real Estate Co., Ltd. holds 25% of the equity of Sanjiang real estate company, and its actual controller is the state owned assets supervision and Administration Commission of Yibin Municipal People's government; Shenzhen Konka Communication Technology Co., Ltd., a wholly-owned subsidiary of the company, holds 20% of the equity of Sanjiang real estate company. To sum up, the actual controller of Sanjiang real estate company is the state owned assets supervision and Administration Commission of the State Council.
(III) the audited and unaudited main financial indicators of Sanjiang real estate company in 2020 and January September 2021 are as follows:
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 289484.10 349435.26
Total liabilities 187372.45 247161.35
Net assets 102111.66 102273.91
Project 2020 January September 2021
Operating income 45384.54 3986.94
Total profit 10149.12 216.34
Net profit 7279.96 162.25
(IV) Sanjiang Real Estate Co., Ltd. is not the executee of dishonesty
3、 Basic information of the guaranteed in counter guarantee
(I) guaranteed party in counter guarantee: Shenzhen Overseas Chinese Town Co.Ltd(000069)
Date of establishment: September 2, 1997
Registered address: rooms 103, 105, 107, 111 and 112, Oct headquarters building, Nanshan District, Shenzhen legal representative: Duan Xiannian
Registered capital: 8201793900 yuan
Business scope: general business items: investment and management of tourism and its related industries; Real estate development; Own property lease; hotel management; Organization and planning of cultural activities; Exhibition planning; Tourism project planning; Tourism information consultation; Sales of tourist crafts; Investment in industry (specific projects will be reported separately); Chinese Commerce (excluding exclusive, exclusively controlled and exclusive commodities); Operate import and export business (except for the items prohibited by laws, administrative regulations and decisions of the State Council, and the restricted items can be operated only after obtaining permission)
Relationship with the company: the controlling shareholder of the company, OCT Group Co., Ltd., is also the controlling shareholder of OCT Co., Ltd.
According to the Listing Rules of Shenzhen Stock Exchange, the company and OCT Co., Ltd. form an affiliated relationship.
(II) property right and control relationship
The controlling shareholder of OCT Co., Ltd. is OCT Group Co., Ltd. and the actual controller is the state owned assets supervision and Administration Commission of the State Council.
(III) the audited and unaudited main financial indicators of OCT in 2020 and January September 2021 are as follows:
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 45658825.20 48121443.43
Total liabilities 34621272.88 36377168.71
Net assets 7839696.55 8078341.40
Project 2020 January September 2021
Operating income: 8186809.01 4944477.85
Total profit 2189754.80 746774.15
Net profit 1268535.83 341928.04
(IV) Oct Co., Ltd. is not the person subject to execution for breach of faith.
3、 Main contents of counter guarantee agreement
In order to meet the business development needs of Sanjiang real estate company, Oct Co., Ltd. plans to provide full guarantee for the financing of RMB 800 million of Sanjiang real estate company. Konka communication company, a wholly-owned subsidiary of the company, as the shareholder of Sanjiang real estate company, plans to provide counter guarantee to OCT Co., Ltd. according to the shareholding ratio. The counter guarantee method is joint and several liability guarantee, and the amount of counter guarantee does not exceed RMB 160 million, The guarantee limit is valid for three years.
4、 Opinions of the board of directors
The board of directors of the company believes that Sanjiang Real Estate Co., Ltd. raised 800 million yuan according to the actual needs of operation and development, and OCT Co., Ltd. provided full joint and several liability guarantee. As a shareholder of Sanjiang real estate company, Konka communication company provides a counter guarantee of no more than 160 million yuan to OCT Co., Ltd. according to the shareholding ratio, which will not damage the interests of the company. This related party transaction is fair and fair, in line with the interests of the listed company, and will not have an adverse impact on the company's financial status, operating results and independence. There is no case of transferring interests to related parties, nor does it damage the interests of shareholders of the company, especially minority shareholders.
In addition, the operation and assets of Sanjiang real estate company are in good condition, and the company can timely understand and influence the decision-making of Sanjiang real estate company to a certain extent. Therefore, the counter guarantee risk is controllable.
5、 Prior approval and independent opinions of independent directors
In accordance with the relevant provisions of the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange and the articles of association of the company, the independent directors of the company approved the above related party transactions in advance and agreed to submit them to the meeting of the board of directors for discussion.
After the approval of the board meeting, the independent directors of the company expressed their agreed independent opinions: the proposal was approved by the independent directors in advance before being submitted to the board meeting for deliberation; The resolution was made by the board of directors of the company according to the actual needs of the company. The deliberation procedures of the connected transaction comply with the Listing Rules of Shenzhen Stock Exchange, relevant laws and regulations of China and the articles of association. As a shareholder of Sanjiang real estate company, Konka communication company provides counter guarantee to OCT Co., Ltd. according to the shareholding ratio, which is in line with business practice, The related party transactions of the company are objective and fair, and the transaction conditions are fair and reasonable, which embodies the principles of fairness, impartiality and openness, and does not harm the interests of the company and other shareholders, especially small and medium-sized shareholders; When voting on this proposal, related directors Mr. Liu Fengxi, Mr. Yao Wei and Mr. Li Zheng avoided voting, and the other directors attending the meeting deliberated and approved the transaction. The voting procedure of the connected transaction is legal and embodies the principle of fairness and impartiality; The related party transaction will be disclosed in accordance with the requirements of relevant laws and regulations. Therefore, the deliberation and voting procedures of the related party transaction are compliant and legal. The independent directors agree with the voting results of the board of directors.
6、 Accumulated external guarantees and overdue guarantees
At present, the total amount of guarantee amount approved by the company and its holding subsidiaries is 24693236500 yuan, accounting for 293% of the company's latest audited net assets. The total amount of guarantee actually provided by the company and its holding subsidiaries to the units in the consolidated statements is 5569475500 yuan, accounting for 66% of the company's latest audited net assets. The amount of guarantee provided by the company and its holding subsidiaries to units outside the consolidated statements is 1243 million yuan, accounting for 15% of the company's latest audited net assets.
7、 Directory of documents for future reference
(I) resolution of the 50th session of the ninth board of directors;
(II) prior approval and independent opinions of independent directors.
It is hereby announced.
Konka Group Co.Ltd(000016) board of directors
February 22, 2002
