Stock Code: 000926 stock abbreviation: Hubei Fuxing Science And Technology Co.Ltd(000926) No.: 2022-002 Hubei Fuxing Science And Technology Co.Ltd(000926)
Announcement on providing guarantee for the debts of subsidiaries
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.
Special tips:
1. Hubei Fuxing Science And Technology Co.Ltd(000926) (hereinafter referred to as “the company”) and its holding subsidiaries guarantee that the total amount of external guarantee exceeds 100% of the latest net assets, and the amount of guarantee for subsidiaries with asset liability ratio exceeding 70% exceeds 50% of the latest net assets of the company. Investors are reminded to pay full attention to the guarantee risk.
2. The company provides full guarantee for the financing of wholly-owned subsidiaries; For the financing guarantee of non wholly-owned subsidiaries, the company and other shareholders shall provide corresponding guarantee according to the equity ratio in accordance with the joint venture and cooperation agreement, and other shareholders or the project company shall provide counter guarantee. If the company provides guarantee exceeding the equity ratio for non wholly-owned subsidiaries at the request of financial institutions, other shareholders or the project company shall provide counter guarantee.
3. Up to now, the company and its holding subsidiaries have not provided guarantees to the controlling shareholders, actual controllers and third parties without equity relations, nor have they provided overdue guarantees or guarantees involving litigation.
1、 Overview of guarantee
Recently, Hubei Fuxing Huiyu Sanyanqiao Real Estate Co., Ltd. (hereinafter referred to as “Sanyanqiao real estate” and “debtor 1”), a wholly-owned subsidiary of the company and Fuxing Huiyu Holding Co., Ltd. (hereinafter referred to as “Fuxing Huiyu”) Hubei Fuxing Huiyu Houhu Real Estate Co., Ltd., a wholly-owned subsidiary of Fuxing Huiyu (hereinafter referred to as “Houhu real estate” and “debtor 2”), Fuxing Yinhu Holding Co., Ltd., a wholly-owned subsidiary of Fuxing Huiyu (hereinafter referred to as “Fuxing Yinhu”), Wuhan xinjinfu Technology Development Co., Ltd., a holding subsidiary of Fuxing Yinhu (hereinafter referred to as “xinjinfu development”) Hubei Fuxing Huiyu Hanyang Real Estate Co., Ltd., a wholly-owned subsidiary of Fuxing Huiyu (hereinafter referred to as “Hanyang Fuxing Huiyu”), Wuhan jinxintong Steel Trading Co., Ltd. (hereinafter referred to as “Transferor 1”, which is a non related party of the company), Wuhan Chengjin Construction Engineering Co., Ltd. (hereinafter referred to as “Transferor 2”, which is a non related party of the company) Huatian Construction Group Co., Ltd. (hereinafter referred to as “Transferor 3”, which is a non related party of the company) and China Cinda Asset Management Co., Ltd. [Hubei Province] branch (hereinafter referred to as “creditor”, “acquirer” and “Cinda assets”) signed the creditor’s right acquisition agreement and installment contract respectively in Wuhan Mortgage contract, guarantee contract and other relevant contracts. Among them, the creditor’s rights purchase agreement and the installment contract are collectively referred to as the “main contract”, debtor 1 and debtor 2 are collectively referred to as the “debtor” and “guaranteed”, and transferor 1, transferor 2 and transferor 3 are collectively referred to as the “Transferor”. According to the above contract, Xinda assets plans to acquire the creditor’s rights of the transferor to Sanyanqiao real estate, with an amount of RMB 360.5446 million, a period of 24 months, the interest rate is the normal level of the current real estate industry, and the debtor will repay the debt to Xinda assets in installments according to relevant agreements; Xinjinfu development and Hanyang Fuxing Fitch take part of the projects under construction owned by them as collateral, and the company and Fuxing Silver Lake provide guarantee for the above debts. At the same time, the company requires the debtor to provide counter guarantee to the company.
According to the proposal on authorizing and approving the company to provide guarantees for subsidiaries and between subsidiaries deliberated and approved by the company’s 2020 annual general meeting of shareholders, the company can provide guarantees of no more than 30 billion yuan (including mutual guarantees between subsidiaries) for subsidiaries within the scope of consolidated statements within the authorization period, and within the guaranteed persons and amount approved by the general meeting of shareholders, A single guarantee of no more than 2 billion yuan shall be approved by the chairman. The above guarantee matters are within the scope authorized by the general meeting of shareholders and have been approved by the chairman of the company. It is not necessary to submit them to the board of directors and the general meeting of shareholders for deliberation again.
Within the above guarantee limit, the financial institutions and specific guarantee conditions involved in this guarantee shall be subject to the actually signed contract.
Sanyanqiao real estate is a subsidiary within the consolidation scope of the company. The approved guarantee amount of this year is 250 million yuan, the used guarantee amount is 180 million yuan, the current use amount is 360.54 million yuan, and the remaining available guarantee amount is 1959.46 million yuan.
2、 Basic information of the guaranteed
1. Sanyanqiao real estate
Guarantor (debtor 1): Sanyanqiao real estate
Date of establishment: December 7, 2012
Registered address: No. 181, Jiangda Road, Jiang’an District, Wuhan
Legal representative: Tan Shaoqun
Registered capital: 1.31 billion yuan
Business scope: real estate development and commercial housing sales; House leasing; Real estate information consulting services (projects with special national regulations must be approved or operated with a valid license).
Relationship with the company: it is a wholly-owned subsidiary of the company, and Fuxing Fitch holds 100% equity of the company. The company is in good credit condition and is not the person to be executed for dishonesty.
The main financial indicators of the company in the first year and the first period are as follows:
Unit: Yuan
Main financial indicators December 31, 2020 / September 31, 2020 / 2021 (data audited) January September 2021 (data Unaudited)
Total assets 6237400106.63 10291952320.06
Total liabilities 4666907603.29 8779954553.71
Asset liability ratio 74.82% 85.31%
Net assets 1570492503.34 1511997766.35
Contingencies 52564995.84 142765693.97
Operating income 85865.53 0
Total profit -36284686.88 -77992982.66
Net profit -29511443.85 -58494736.99
2. Houhu real estate
Guarantor (debtor 2): Houhu real estate
Date of establishment: December 6, 2012
Registered address: No. 181, Jiangda Road, Jiang’an District, Wuhan
Legal representative: Tan Shaoqun
Registered capital: 290 million yuan
Business scope: real estate development and commercial housing sales; House leasing; Real estate information consulting services.
(projects with special national regulations can only be operated after approval or with a valid license).
Relationship with the company: it is a wholly-owned subsidiary of the company, and Fuxing Fitch holds 100% equity of the company. The company is in good credit condition and is not the person to be executed for dishonesty.
The main financial indicators of the company in the first year and the first period are as follows:
Unit: Yuan
Main financial indicators December 31, 2020 / September 30, 2021, 2020 / January to September 9, 2021 (data audited) months (data Unaudited)
Total assets 4103256726.20 3226091446.05
Total liabilities 3531377637.80 2659257389.69
Asset liability ratio 86.06% 82.43%
Net assets 571879088.40 566834056.36
Contingencies 0
Operating income 1435809.48 0
Total profit -4043461.41 -6696438.88
Net profit -3341008.83 -5045032.04
3、 Main contents of guarantee related contracts
Xinda assets plans to acquire the creditor’s right of the transferor to Sanyanqiao real estate, with an amount of RMB 360.5446 million and a term of 24 months. The interest rate is the normal level of the current real estate industry. The debtor repays the debt to Xinda assets in installments according to relevant agreements. The guarantee conditions are: xinjinfu development and Hanyang Fuxing Fitch take part of the projects under construction owned by them as collateral, and the company and Fuxing Silver Lake provide guarantee for the above debts.
Guarantee scope: all obligations and responsibilities of the guaranteed under the main contract, Including all main debts agreed in the main contract (including but not limited to the obligation to return the purchase price, the obligation to reduce the purchase price, installment debt, installment grace compensation) and other payables arising from the breach of the main contract (including but not limited to liquidated damages, compensation, in accordance with the Civil Procedure Law) The relevant provisions determine that the debtor and the guarantor shall bear the interest and / or payment for delayed performance of the debt) and all expenses incurred by the creditor in realizing the main creditor’s right and security right (including but not limited to legal fees, arbitration fees, property preservation fees, travel expenses, execution fees, evaluation fees, auction fees, notarization fees, service fees, announcement fees, lawyer fees, etc.).
Guarantee period: three years from the expiration date of the debtor’s performance period agreed in the main contract.
Effective date of the guarantee contract: this contract shall come into force from the date when the legal representatives (principals) or authorized representatives of all parties sign or seal and affix official seals.
4、 Opinions of the board of directors
This guarantee is a guarantee within the scope of the company’s merger, and there is no violation of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantee of listed companies and the notice on regulating the external guarantee of listed companies issued by the CSRC. This guarantee will help the company raise funds and promote the rapid development of the project. Sanyanqiao real estate and Houhu real estate are wholly-owned subsidiaries of the company. They own land to be developed, with a total construction area of about 555300 square meters and 435300 square meters respectively. Their projects are located in Jianghan District and Jiang’an District of Wuhan City, with superior geographical location and strong solvency in the future. The company has asked the guaranteed party to provide relevant counter guarantees, The board of Directors believes that the risk of this guarantee is controllable and will not damage the interests of the company and shareholders.
At present, the company and its subsidiaries operate normally, and there is no risk of undertaking guarantee liability due to failure to pay the loan on time.
5、 Accumulated external guarantee and overdue guarantee
After this guarantee, the accumulated external guarantee amount of the company and its holding (including wholly-owned) subsidiaries is RMB 11514949700, and the actual guarantee amount is RMB 8620289300, of which the accumulated guarantee amount between the company and its subsidiaries is RMB 11514949700 (accounting for 103.83% of the latest audited net assets of the company) The actual guarantee amount is 8620289300 yuan (accounting for 77.73% of the company’s latest audited net assets). With the repayment of debts by the company and its subsidiaries, the guarantee liability provided by the company and its subsidiaries will be automatically relieved.
The company and its subsidiaries do not provide guarantees to third parties without business dealings, nor do they have overdue guarantees or guarantees involving litigation. The guarantee amount to other companies is 0, and the overdue guarantee is 0.
6、 Documents for future reference
1. Contracts related to this guarantee;
2. Resolutions of the company’s 2020 annual general meeting.
It is hereby announced.
Hubei Fuxing Science And Technology Co.Ltd(000926) board of directors
February 25, 2002
