Jinke Property Group Co.Ltd(000656)
On the adjustment of shareholder loans provided by some real estate project companies according to the equity ratio
Announcement of authorization management
Securities abbreviation: Jinke Property Group Co.Ltd(000656) securities code: 000656 Announcement No.: 2022-033 the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. According to the business practices of the real estate company and the joint venture agreement, Jinke Property Group Co.Ltd(000656) or its holding subsidiaries (hereinafter collectively referred to as the “company”) as the shareholders of the real estate project company, will work with the cooperative shareholders to provide shareholder loans for the real estate project company to meet its daily operating capital needs, If the real estate project company is a joint-stock company or a holding subsidiary holding no more than 50%, the above behavior will constitute the company’s financial assistance to these real estate project companies.
2. This time, the company plans to provide shareholder loans for some real estate project companies according to the equity ratio for authorization management. It is based on the provisions of the joint venture cooperation agreement and the principle of fairness and reciprocity in the process of project cooperation, and the authorization of the estimated capital demand of these real estate project companies has not been implemented at present. The specific borrowing amount of shareholders shall be subject to the actual amount.
3. Up to now, the company has no overdue and uncollected shareholder loans.
1、 Provide an overview of shareholders’ borrowings
In order to ensure the needs of the operation and project development and construction of the real estate project company, the company and other shareholders of the project company will provide shareholder loans according to the equity ratio and the same conditions in accordance with the provisions of the cooperation agreement. Whereas, the board of directors of Shenzhen stock exchange further authorizes the board of directors of listed companies to disclose information related to the loan industry in accordance with the provisions of Shenzhen Stock Exchange No. 3.
On the premise of meeting the following conditions, the company and its holding subsidiaries intend to provide shareholder loans for the project company outside the scope of the consolidated statements or with an equity ratio of no more than 50%, with a total amount of no more than 8 billion yuan for the capital needs involved in the development and construction of real estate projects in the next 12 months:
(I) the shareholder’s borrowing object is engaged in a single main business and real estate development business, and the borrowing funds are only used for the main business;
(II) the borrowing objects of shareholders are not directors, supervisors, senior managers, shareholders holding more than 5% shares, actual controllers and legal persons or other organizations controlled by them;
(III) shareholder loans to other shareholders or other partners who provide shareholder loans with the same conditions according to the proportion of capital contribution, including loan amount, term, interest rate, liability for breach of contract, guarantee measures, etc;
(IV) the amount of shareholder loan provided to a single borrower shall not exceed 10% of the company’s latest audited net assets;
(V) the validity period of the above authorized management of shareholder loans is within 12 months after the deliberation and approval of the general meeting of shareholders.
The company’s shareholder loan balance at any time point shall not exceed the above shareholder loan amount deliberated and approved by the general meeting of shareholders.
The above matters have been deliberated and adopted at the 19th meeting of the 11th board of directors held on February 24, 2022. The voting results are: 9 votes in favor, 0 votes against and 0 abstentions. In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 3 – industry information disclosure, this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
The company’s provision of shareholder loans to some real estate project companies according to the equity ratio does not constitute a related party transaction, nor does it constitute a major asset restructuring specified in the administrative measures for major asset restructuring of listed companies, and will not affect the normal business development and capital use of the company, It does not belong to the situation that financial assistance is not allowed under the provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. Up to now, the company has not used the raised funds to supplement the working capital temporarily. The independent directors of the company have expressed their independent opinions on the above matters.
2、 Risk prevention and control measures for shareholder loans
The shareholder loans provided by the company for these real estate project companies will not affect their normal operation. The company appoints personnel to participate in the daily production, operation and financial management of the borrowing object on site, and regularly monitor its operation and financial status, so as to effectively prevent capital risks. According to the cooperative development agreement, usually when the project company’s operating funds are insufficient and cannot be solved through financing, as its shareholders, the company and partners need to invest synchronously in the form of shareholder loans according to the agreed proportion of capital contribution. At the same time, with the pre-sale of the project and the posting of sales returns, when the project company has idle surplus funds, The company will require it to repay the shareholder loans provided by the company in succession. When the company recovers all the shareholder loans, the project company usually has idle surplus funds, and the company will call them with the partner according to the equity ratio. Therefore, there is no situation that the shareholder loans provided to the outside cannot be recovered.
3、 The purpose of shareholders’ borrowing and its impact on Listed Companies
The company authorizes and manages the shareholder loans provided by these real estate project companies in order to solve the funds required for the operation and development of these companies, which is conducive to accelerating the construction progress of their projects, so as to promote the overall development of the company. The authorization requires that while providing shareholder loans, other shareholders provide shareholder loans with the same conditions according to the proportion of capital contribution, In line with the practice of real estate project development. Therefore, there is no damage to the interests of listed companies and their shareholders, especially non affiliated shareholders and minority shareholders, which is in line with the interests of the company as a whole and all shareholders.
4、 Opinions of the board of directors
The board of Directors believes that in order to support the operation and development of these real estate project companies and ensure the project construction progress, it agrees to authorize the management of their shareholder loans, and other shareholders of these companies will provide shareholder loans with the same conditions to these companies according to their shareholding ratio. The provision of shareholder loans to these real estate project companies for authorized management complies with the provisions of relevant laws and regulations of Shenzhen Stock Exchange, contributes to the smooth development and operation of the project, better ensures the realization of the company’s rights and interests, and the overall risk is controllable, which is in line with the interests of the company.
5、 Opinions of independent directors
The company authorizes the management of shareholder loans provided by some real estate project companies, which is conducive to meeting the capital needs of the operation and development of these companies. The company has fulfilled the corresponding decision-making procedures in accordance with the relevant provisions of the securities regulatory authorities, in line with the provisions of the articles of association and normative documents, and has not harmed the interests of the company and its shareholders, especially the minority shareholders; When the board of Directors considers the matter, the decision-making procedure is legal and effective.
6、 Accumulated financial assistance provided by the company
By the end of January 2022, the company had provided financial assistance totaling 32.082 billion yuan, of which the balance of shareholder loans provided by the company to real estate project companies (including joint-stock real estate project companies and holding real estate project subsidiaries with less than 50% shareholding) was 13.397 billion yuan, and the balance of surplus funds transferred by partners from the holding real estate project subsidiaries of the company was 18.685 billion yuan, The company has no overdue and uncollected loans.
7、 Documents for reference 1. Resolutions of the 19th meeting of the 11th board of directors of the company; 2. Independent opinions of the company’s independent directors on matters related to the 19th meeting of the 11th board of directors. It is hereby announced
Jinke Property Group Co.Ltd(000656) board of directors
February 25, 2002
