Securities abbreviation: * ST Guangzhu securities code: 600382 No.: pro 2022-033 Guangdong Mingzhu Group Co.Ltd(600382) announcement on the progress of signing the debt settlement agreement for the joint investment of the wholly-owned subsidiary in the “Yijing garden” real estate development project
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
● Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as “the company”), a wholly-owned subsidiary of Guangdong Mingzhu Group Co.Ltd(600382) (hereinafter referred to as “the company”), Guangdong Mingzhu group land Co., Ltd. (hereinafter referred to as “the land company”) and Meizhou Jiawang Real Estate Co., Ltd. (hereinafter referred to as “Jiawang real estate”) jointly invest in “Yijing garden” (promoted Name: Yijing garden Jiawang Shangjiang mansion, hereinafter referred to as “Yijing garden”) The cooperation contract and relevant supplementary agreements signed for the real estate development project have expired on November 15, 2021. After many communications between the land company and Jiawang real estate, in order to implement the due solution of the “Yijing garden” project as soon as possible, combined with the actual situation of Jiawang real estate, the company held the third interim meeting of the 10th board of directors in 2022 on February 23, 2022, and considered and adopted the proposal on signing a debt settlement agreement with Jiawang real estate on joint cooperation and investment, Agree to settle with Jiawang real estate and sign a debt settlement agreement. On the same day, the land company signed a debt settlement agreement with Jiawang real estate (agreement No.: mzhzhzhd-mzhjwfdc2022.02.23-01) and received the initial repayment of 10952413.75 yuan under the settlement agreement paid by Jiawang real estate through entrusted payment. ● this transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. There are no major legal obstacles to the implementation of this transaction.
● this transaction is an effective measure taken by the land company to reduce litigation confrontation, control risks and recover funds, and there is no situation that damages the interests of the company and all shareholders.
The land company and Jiawang real estate signed the joint cooperative investment contract (No.: mzhzhzhd-mzhjwfdc2017.01.16-1) on January 16, 2017 and the supplementary contract No. 1 of the joint cooperative investment contract (No.: mzhzhzhd-mzhjwfdc2018.07.03-supplement 1) on July 3, 2018, On February 1, 2019, the company signed the supplementary agreement No. 2 of the joint cooperative investment contract (No.: mzhzhzhd-mzhjwfdc2017.01.16-1), On November 1, 2019, the company signed the supplementary agreement No. 3 of the joint cooperative investment contract (No.: mzhzhzhd-mzhjwfdc2017.01.16-1) (the above joint cooperative investment contract and its three supplementary agreements, hereinafter referred to as the “cooperation agreement”), The cooperation agreement expires on November 15, 2021.
On April 23, 2021, the land company signed the debt repayment agreement (No.: jwfdcdz20210423) (hereinafter referred to as the “debt repayment agreement”) with Jiawang real estate, the guarantor Guangdong Jiawang Real Estate Co., Ltd. and Zhong Congfang. Jiawang real estate pre sold some commercial houses (including residential houses and shops) with its “Yijing garden” project Part of the equity of parking spaces used for parking cars in the project building area offsets part of the payable of 248482200.00 yuan.
According to the special verification report on the occupation of funds by Guangdong Mingzhu Group Co.Ltd(600382) actual controllers and their related parties (lidazzi [2021] No. 2224) issued by Lianda Certified Public Accountants (special general partnership) (hereinafter referred to as “Lianda”), as of September 30, 2021, The actual controller of the company and its related parties directly occupy the company’s capital balance of 156091883.43 yuan, interest balance of 15985350.67 yuan and total principal and interest of 172077234.10 yuan through the “Yijing garden” project. The company’s major asset restructuring completed the delivery of the placed assets on December 31, 2021. Therefore, the principal and interest of 1397477103.60 Yuan directly occupied by the actual controller of the company and its related parties have been fully repaid, including 172077234.10 yuan in total. To sum up, as of February 23, 2022, Jiawang real estate owed the land company 109524137.51 yuan of capital contribution, 16757193.02 yuan of profit distribution through joint cooperation, 6037627.60 yuan of compensation and 26066744.73 yuan of liquidated damages under the cooperation agreement, and 3631487.57 yuan of liquidated damages under the debt repayment agreement.
1、 The latest progress of joint investment in “Yijing garden” real estate development project
After many communications between the land company and Jiawang real estate, in order to implement the due solution of the “Yijing garden” project as soon as possible, combined with the actual situation of Jiawang real estate, the company held the third interim meeting of the 10th board of directors in 2022 on February 23, 2022, and considered and adopted the proposal on signing a debt settlement agreement with Jiawang real estate on joint cooperation and investment, Agree to settle with Jiawang real estate and sign a debt settlement agreement. On the same day, the land company signed a debt settlement agreement with Jiawang real estate (agreement No.: mzhzhzhd-mzhjwfdc2022.02.23-01, hereinafter referred to as “settlement agreement” or “this Agreement”), and has received the initial repayment of 10952413.75 yuan paid by Jiawang real estate through entrusted payment. The settlement agreement has come into force. February 24, 2022, Jiawang real estate has registered the real estate mortgage right of the guaranteed assets (the use right of state-owned construction land and its attachments on the ground, located in the south of Gongqian Meizhou bridge, Sanjiao Town, Meijiang district, Meizhou City, with an area of 31171 square meters, and the real estate property right certificate No.: Yue (2018) Meizhou real estate property right No. 0032026) provided by Jiawang real estate under the settlement agreement.
2、 Main contents of the settlement agreement
(I) agreement subject
Party A: Guangdong Mingzhu group land Co., Ltd
Party B: Meizhou Jiawang Real Estate Co., Ltd
Party C (guarantor):
Party C I: Guangdong Jiawang Real Estate Co., Ltd
Party C II (guarantor): Zhong Congfang
(hereinafter, Party A, Party B and Party C are individually referred to as “party” and collectively referred to as “parties”)
(II) recognition of debt amount
1. Original debt recognition
The parties confirm that as of the date of signing this agreement, Party B owes Party A the capital contribution principal of 109524137.51 yuan, the profit distribution of 16757193.02 yuan, the compensation of 6037627.60 yuan and the liquidated damages of 26066744.73 yuan under the cooperation agreement, and Party B owes Party A the liquidated damages of 3631487.57 yuan under the debt repayment agreement.
2. Total debt recognized in settlement
The parties reach a settlement, and the debts of Party A and Party B are adjusted according to the following scheme:
(1) The joint cooperation profit distribution owed by Party B shall be adjusted in the following way: before April 30, 2021, it shall be calculated at the annualized interest rate of 18%, and from May 1, 2021 to the date of signing this agreement, it shall be calculated at the annualized interest rate of 15.4%.
(2) Party B shall be exempted from the compensation of 6037627.60 yuan and liquidated damages of 26066744.73 yuan owed by Party B under the cooperation agreement and 3631487.57 yuan owed by Party B under the debt repayment agreement as of the date of signing this agreement. After the above adjustment, as of the date of signing this agreement, Party B owes Party A a a total of 109524137.51 yuan in principal and 14392080.14 yuan in profit distribution, totaling 123916217.65 yuan. The parties agree that the creditor’s right and debt relationship between Party A and Party B shall be terminated after the settlement plan is fulfilled.
(III) settlement plan
1. Party B shall sign the 340 parking space contract agreed in the debt repayment agreement (Contract No.: jwfdcdz20210423) with Party A before March 31, 2022, and complete the handover and other relevant procedures.
2. Since Party B has not fulfilled the obligation of “issuing special VAT invoices to Party A in batches before August 30, 2021” stipulated in the debt repayment agreement (Contract No.: jwfdcdz20210423), it is agreed that Party B must fulfill the obligation of “issuing special VAT invoices to party a” before September 30, 2022. Before October 31, 2022, the real estate ownership certificate of each set of (pre) sold commercial house under the debt paying assets shall be registered in the name of Party A, and the original of the real estate ownership certificate shall be submitted to Party A for receipt.
3. Party A and Party B confirm that Party B shall repay the debts owed to party a confirmed in Article 2 of this agreement in cash, of which the initial repayment amount shall not be less than 10% of the principal balance of the arrears (i.e. RMB 10952413.75), and the payment shall be completed on the date when Party B signs this agreement.
4. After the first repayment, the remaining debts will be paid in four equal installments. The repayment plan is as follows:
Unit: RMB
Total amount of profit distribution of Japanese gold repaid in installments
Phase I 24642930.94 3598020.03 28240950.97 before August 30, 2022
Phase II 24642930.94 3598020.03 28240950.97 before February 28, 2023
Phase III 24642930.94 3598020.03 28240950.97 before August 30, 2023
289804.2928, 2024
Total 98571723.76 14392080.14 112963803.90
5. Party A and Party B agree that Party B shall pay interest on the outstanding principal to Party A at the annual interest rate of 7.36% from the date of signing this Agreement until Party B pays off all the principal and interest. The payment time of interest is consistent with the repayment date described in the above terms.
6. Party B shall provide sufficient guarantee for the debt balance owed, promise to use the following assets under its control as the guarantee assets for Party B to fulfill the above debt repayment obligations, and complete all necessary mortgage guarantee procedures before March 31, 2022: the use right of state-owned construction land and its attachments on the ground located in the south of Gongqian Meizhou bridge, Sanjiao Town, Meijiang district, Meizhou city, Area: 31171 square meters, Party B is the obligee, and the real estate property right certificate No.: Yue (2018) Meizhou real estate property right No. 0032026; Party B guarantees that the property rights of the above land use right and its attachments on the ground are clear, there are no restrictions on mortgage and other rights, and have not been sealed up, detained, frozen or other relevant legal risks.
Party B confirms that the above-mentioned secured assets have been appraised by Zhonglian international appraisal and Consulting Co., Ltd. and issued the asset appraisal report on the mortgage value of the land use right and projects under construction located in the south of Meizhou bridge, Gongqian, Sanjiao Town, Meijiang district, Meizhou City, which Guangdong Mingzhu group land Co., Ltd. plans to go through the mortgage registration formalities for the collateral provided by its debtor (Zhonglian international appraisal No. [2022] No. tlmqc0059), the mortgage value of the guaranteed assets is 252120800.00 yuan, which is enough to cover the debts owed by Party B to Party A as confirmed in this agreement. If Party B fails to complete all necessary mortgage guarantee procedures before March 31, 2022, Party A has the right to unilaterally terminate this agreement.
7. Party A allows Party B to repay the remaining arrears in advance during the installment repayment period.
(IV) guarantee responsibility
1. Party C shall bear joint and several guarantee liability for Party B’s repayment obligations and other obligations and liabilities under the cooperation agreement and this agreement. The guarantee period is two years from the expiration of the repayment period under this agreement.
2. Party C 1 continues to provide pledge guarantee for Party B’s repayment obligations and all other obligations and responsibilities under this agreement with the pledged equity agreed in the cooperation agreement (including but not limited to the pledge contract signed with Party A) (i.e. 90% equity of Meizhou Jiawang Real Estate Co., Ltd.).
3. Party C and Party B shall continue to provide share pledge guarantee for Party B’s performance of repayment obligations and all other obligations and responsibilities under this agreement with the pledged equity agreed in the cooperation agreement (including but not limited to the pledge contract signed with Party A) (i.e. 60% equity of Guangdong Jiawang Real Estate Co., Ltd.).
(V) liability for breach of contract
1. From the date when Party B delays in handling the relevant matters agreed in Article 3 of this agreement to the date when Party B pays off all debts, Party B shall pay liquidated damages to Party A according to the standard of two ten thousandths of the total debt corresponding to the overdue handling of relevant matters every day. If Party B still fails to perform the corresponding obligations according to the contract within 30 days from the date of written notice from Party A, Party A has the right to unilaterally terminate this Agreement and deemed that the cooperation agreement continues to be valid.
2. If Party C violates the guarantee liability in Article 5 of this agreement, Party C shall bear the corresponding compensation liability.
(VI) dispute resolution
The signing, validity, interpretation, performance, execution and dispute resolution of this Agreement shall be governed by and governed by the laws of China. because
