Securities code: 001979 securities abbreviation: China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) Announcement No. [cmsk] 2022-026 China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979)
Announcement on the guarantee provided by the subsidiary for China Merchants Puhai
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. 1、 Overview of guarantee
Foshan merchants Puhai Real Estate Development Co., Ltd. (hereinafter referred to as “merchants Puhai”), the joint venture of China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) (hereinafter referred to as “the company”) applied for a loan of 74.06 million yuan from Foshan branch of Guangdong Nanyue Bank Co., Ltd. (hereinafter referred to as “Foshan branch of Guangdong Nanyue bank”) for the needs of project development, with a loan term of 3 years. Guangzhou merchants Real Estate Co., Ltd. (hereinafter referred to as “Guangzhou merchants”), the holding subsidiary of the company, plans to provide joint and several liability guarantee for the above loans at the shareholding ratio of 36%, with the guaranteed principal amount not exceeding 26.6616 million yuan, and the guarantee period is three years from the date of expiration of the debt performance period. On February 23, 2022, the third interim meeting of the third board of directors of the company in 2022 deliberated on the above matters. The meeting considered and adopted the proposal on providing guarantee for China Merchants Puhai with 9 votes in favor, 0 votes against and 0 abstentions, and the independent directors expressed their independent opinions. The proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
China Merchants Puhai was founded on November 25, 2021, and its registered address is room 3211, building 1, China Merchants land center, No. 26, Guilan North Road, Guicheng Street, Nanhai District, Foshan City (residence declaration); Legal representative: Huang Qinghao; Registered capital: 33 million yuan; Guangzhou merchants, the holding subsidiary of the company, Holds 36% of its equity, Foshan chanyue Investment Co., Ltd. holds 32% of its equity, and Foshan flint Enterprise Management Co., Ltd. holds 32% of its equity; Business scope: licensed projects: real estate development and operation; Various engineering construction activities. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments). General items: land remediation services. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
Main financial indicators of China Merchants Puhai: as of January 31, 2022, the total assets were 36.1099 million yuan, the total liabilities were 16.0274 million yuan and the net assets were 2008.16 million yuan; In January 2022, the operating income was RMB 10000 and the net profit was RMB -0500. As of December 31, 2021, the total assets are 16.1095 million yuan, the total liabilities are 16.0274 million yuan and the net assets are 82100 yuan; In 2021, the operating income was RMB 10000 and the net profit was RMB 82100. China Merchants Puhai has no guarantee and litigation matters, and is not a dishonest person to be executed.
3、 Main contents of the guarantee agreement
Guangzhou merchants, the holding subsidiary of the company, plans to provide joint and several liability guarantee for the loan applied by China Merchants Puhai to Foshan branch of Nanyue bank at the shareholding ratio of 36%. The guaranteed principal amount does not exceed 26.6616 million yuan, and the guarantee period is three years from the expiration of the debt performance period. Other shareholders of China Merchants Puhai will provide full joint and several liability guarantee for the aforesaid loan of China Merchants Puhai.
4、 Opinions of the board of directors
Due to the needs of project development, China Merchants Puhai supplemented funds through bank loans, which is conducive to promoting its business development. Other shareholders of China Merchants Puhai will provide full joint and several liability guarantee for the above-mentioned loans of China Merchants Puhai respectively. The guarantee behavior is fair and equal, and the guarantee risk is controllable, which will not affect the normal operation and business development of the company.
5、 Opinions of independent directors
Guangzhou merchants, the holding subsidiary of the company, provides joint and several liability guarantee for the loan applied by China Merchants Puhai to Foshan branch of south Guangdong bank according to its shareholding ratio, and the guarantee risk is controllable, which is conducive to promoting its operation and development; The review procedures of relevant matters are legal and compliant, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. The independent directors agree that Guangzhou merchants will provide guarantee for China Merchants Puhai.
6、 Accumulated external guarantees and overdue guarantees
As of the announcement date, the total external guarantee of the company and its holding subsidiaries (excluding the sales mortgage guarantee provided by the subsidiaries to customers) was 40.934 billion yuan, accounting for 40.38% of the company’s latest audited net assets attributable to the shareholders of the parent company; The guarantee balance provided by the company and its holding subsidiaries to units outside the consolidated statements was 6.104 billion yuan, accounting for 6.02% of the net assets of the Company attributable to the shareholders of the parent company in the latest audit; The company and its holding subsidiaries did not have overdue guarantees, guarantees involving litigation and losses due to the judgment of losing the guarantee.
It is hereby announced
China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) board of directors
February 24, 2002
