Securities code: 001979 securities abbreviation: China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) Announcement No. [cmsk] 2022-027 China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979)
Announcement on guarantee provided by subsidiaries for China Merchants Shangxian
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 Shangxian Real Estate Development Co., Ltd. (hereinafter referred to as “merchants Shangxian”), a joint venture of China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) (hereinafter referred to as “the company”) applied for a loan of 60 million yuan from Luocun sub branch of Guangdong Nanhai Rural Commercial Bank Co., Ltd. (hereinafter referred to as “Luocun sub branch of Nanhai rural commercial bank”) for project development, with a loan term of 5 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 40%, with the guaranteed principal amount not exceeding 24 million yuan, and the guarantee period is three years from the 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 investment promotion Shangxian 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
Merchants Shangxian was founded on January 27, 2021, and its registered address is room 3201, building 1, merchants land center, No. 26, Guilan North Road, Guicheng Street, Nanhai District, Foshan City (residence declaration); Legal representative: Huang Qinghao; Registered capital: 30 million yuan; Guangzhou merchants, the holding subsidiary of the company, holds 40% of its equity, Foshan dinghang real estate consulting service Co., Ltd. holds 30% of its equity, and Foshan Shunjian Real Estate Investment Co., Ltd. holds 30% 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 Shangxian: as of January 31, 2022, the total assets are 40 million yuan, the total liabilities are 10 million yuan and the net assets are 30 million yuan; In January 2022, the operating income was RMB 10000 and the net profit was RMB 0200. As of December 31, 2021, the total assets are 40.001 million yuan, the total liabilities are 10 million yuan and the net assets are 30.001 million yuan. In 2021, the operating income was RMB 10000 and the net profit was RMB 0100. Merchants Shangxian has no guarantee or litigation matters, and is not a dishonest executee.
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 Shangxian to Luocun sub branch of Nanhai rural commercial bank at the shareholding ratio of 40%. The guaranteed principal amount shall not exceed 24 million yuan, and the guarantee period is three years from the date of expiration of the debt performance period. Other shareholders of China Merchants Shangxian also provide joint and several liability guarantee according to their respective equity ratio.
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 the project 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
Guangzhou merchants, the holding subsidiary of the company, provides joint and several liability guarantee for the loan applied by China Merchants Shangxian to Nanhai rural commercial 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 merchants Shangxian.
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
