Securities code: 001979 securities abbreviation: China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) Announcement No. [cmsk] 2022-028 China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979)
Announcement on providing guarantee for Zhuhai Yongjing
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
Zhuhai Yongjing Huayue Real Estate Co., Ltd. (hereinafter referred to as “Zhuhai Yongjing”), a joint venture of China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) (hereinafter referred to as “the company” or “the company”), applied to Zhuhai Agricultural Financing Guarantee Co., Ltd. (hereinafter referred to as “Zhuhai Agricultural Bank“) for a letter of guarantee with an amount of RMB 200 million and a term of two years due to the needs of project development. The company plans to provide joint and several liability guarantee for the above guarantee according to the equity ratio of 34%, with the guaranteed principal amount not exceeding RMB 68 million, and the guarantee period is two 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 Zhuhai Yongjing 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
Zhuhai Yongjing was founded on December 28, 2020, and its registered address is: community work room, building 2, No. 1033, Tengda Road, Doumen District, Zhuhai; Legal representative: Li Junting; Registered capital: 300 million yuan; The company indirectly holds 34% of its equity, Huafa Industrial Co.Ltd.Zhuhai(600325) indirectly holds 36% of its equity, and Zhuoyue Real Estate Group Co., Ltd. indirectly holds 30% of its equity; Business scope: general items: engaging in investment activities with its own funds; estate management; Non residential real estate leasing; Park management services; hotel management; Real estate consulting; Landscape engineering construction; Advertising production (except for projects subject to approval according to law, carry out business activities independently according to law with business license): real estate development and operation; Parking service; Residential interior decoration; Construction engineering design; Building demolition operations (except blasting operations) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or permits of relevant departments). Main financial indicators of Zhuhai Yongjing: as of January 31, 2022, the total assets are 1029498800 yuan, the total liabilities are 6319055 yuan and the net assets are 397593300 yuan; The operating income is 0 million yuan and the net profit is -7.2761 million yuan. As of December 31, 2021, the total assets are 924443600 yuan, the total liabilities are 630736500 yuan, and the net assets are 293707200 yuan; In 2021, the operating income was 0 million yuan and the net profit was -6.8142 million yuan. Zhuhai Yongjing has no guarantee or litigation matters, and is not a dishonest person to be executed.
3、 Main contents of the guarantee agreement
The company plans to provide joint and several liability guarantee for the letter of guarantee applied by Zhuhai Yongjing to Zhuhai Agricultural Bank at the proportion of 34% equity. The guaranteed principal amount does not exceed 68 million yuan, and the guarantee period is two years from the date of expiration of the debt performance period. Other shareholders of Zhuhai Yongjing also provide joint and several liability guarantee according to their respective equity ratio.
4、 Opinions of the board of directors
Zhuhai Yongjing needs to issue a letter of guarantee due to project development. While the company provides joint and several liability guarantee for the letter of guarantee, other shareholders of the project also provide guarantee according to their shareholding ratio. 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
The company provides joint and several liability guarantee for the letter of guarantee applied by Zhuhai Yongjing to Zhuhai Agricultural Bank according to its equity ratio, and the guarantee risk is controllable, which is conducive to promoting its business 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 the company will provide guarantee for Zhuhai Yongjing.
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
