Jinke Property Group Co.Ltd(000656)
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.
Securities abbreviation: Jinke Property Group Co.Ltd(000656) securities code: 000656 Announcement No.: 2022-034 special note:
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”) and partners, as shareholders of the real estate project company, usually invest funds in the form of a combination of capital and shareholder loans to meet the capital needs of the daily operation of the project company. After the company and other shareholders of the holding project company invest funds in the early stage of the project, when there is idle surplus funds in the later stage of the project company, in order to revitalize the stock funds and speed up the capital turnover, when the company transfers the surplus funds of the holding project company, in order to treat the shareholders fairly, other shareholders have the same right to transfer the idle surplus funds. The transfer of idle surplus funds by other shareholders of the holding project company constitutes the financial assistance provided by the holding project company.
2. This time, the company and the partner transfer the surplus funds of the holding project company according to the equity ratio. According to the provisions of the joint venture cooperation agreement and the estimated amount of the fund budget of the project company, the specific amount of financial assistance shall be subject to the actual amount.
3. When implementing financial assistance, the company has fully considered risks and implemented a series of risk control measures. Up to now, the company has not failed to pay off in time after the expiration of financial assistance.
4. The company and its partners transfer the surplus funds of the holding project company according to the equity ratio, which does not involve related party transactions with the controlling shareholders and actual controllers of the company, and there is no transfer of interests to the controlling shareholders and actual controllers of the company.
1、 Overview of surplus funds transferred by the company and its partners to holding subsidiaries according to equity ratio
In order to ensure the operation and project development and construction needs of the holding real estate project subsidiary, the company and other shareholders of the project company, i.e. partners, will provide shareholder loans according to the equity ratio and the same conditions according to the provisions of the cooperation agreement. When the holding subsidiary has idle surplus funds, in order to revitalize its stock funds and speed up the capital turnover, The company will transfer the idle surplus funds in accordance with the business practices of the real estate company and the provisions of the project company’s articles of association and cooperation agreement. In this regard, according to the principle of fair trade, other shareholders of the project company also have the right to call the surplus funds of the project company. 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 other regulations, the behavior of other shareholders of the holding real estate project subsidiary in the above circumstances constitutes the holding subsidiary’s provision of financial assistance to the outside world. The company plans to transfer no less than 3971.01 million yuan of surplus funds from the holding subsidiary according to the equity ratio. In view of this, the board of directors of the company plans to submit to the general meeting of shareholders for approval. Other shareholders of the project company, i.e. partners, transfer no more than 4367.05 million yuan of surplus funds from the holding subsidiary according to the equity ratio.
The above matters have been deliberated and adopted at the 19th meeting of the 11th board of directors held on February 24, 2022, and the voting results are: 9 in favor, 0 against and 0 abstention. 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 other relevant provisions, this proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Other shareholders of the project company, i.e. partners, call the surplus funds of the holding subsidiary according to the equity ratio, which does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and will not affect the normal business development and fund 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 expressed their independent opinions on the above-mentioned transfer of surplus funds of holding subsidiaries. 2、 Basic information of surplus funds of the project company to be transferred this time
(I) partner to transfer surplus funds: Chongqing Yejia Enterprise Management Co., Ltd. (hereinafter referred to as “Chongqing Yejia”)
The company plans to transfer the surplus funds of the holding subsidiary Chongqing ruilei Enterprise Management Co., Ltd. (hereinafter referred to as “Chongqing ruilei”) with the partner Chongqing Yejia according to the equity ratio, and the source of funds is the surplus funds of its wholly-owned holding company Chongqing jinwangyu Real Estate Development Co., Ltd. (hereinafter referred to as “Chongqing jinwangyu”), Jinxiu Yuanlu project developed by Chongqing jinwangyu is located in plots i67-6 and i65-5-1, Division I, Dadukou group, Dadukou District, Chongqing. The company and Chongqing Yejia hold 51% and 49% equity of Chongqing jinwangyu respectively. The details are as follows:
1. Basic information of partners transferring surplus funds
Chongqing Yejia was founded on April 7, 2021. Its registered address is No. 9-10, No. 118, east section of Taishan Avenue, tiangongdian street, Liangjiang New Area, Chongqing. Its legal representative is Wang Guoxiong, with a registered capital of 10 million yuan. The controlling shareholder is Chongqing Huayu yeheng Enterprise Management Co., Ltd. The main business is real estate development.
Equity structure chart:
Magic treasure Jiang Yehua
Chongqing Yuanye Industrial Co., Ltd
Chongqing Huayu Group Co., Ltd
Chongqing Huayu yeheng Enterprise Management Co., Ltd
Chongqing Yejia Enterprise Management Co., Ltd
According to the information provided by Chongqing Yejia, the company was newly established in April 2021, and there is no financial data of the latest year. By the end of September 2021, the total assets of the company were RMB 212.086 million, the total liabilities were RMB 212.1679 million, and the net assets were RMB -159300. From January to September in 2021, the company realized an operating income of RMB 0 million, a total profit of RMB -159300 and a net profit of RMB -159300.
The company is not a dishonest person.
Chongqing Yejia has no relationship with the company, its controlling shareholder, actual controller and Dong Jiangao or other relationships that may tilt interests.
Chongqing Yejia did not transfer the surplus funds of the company’s holding subsidiaries in the previous fiscal year.
2. Equity ratio of shareholders of the project company and surplus funds to be transferred:
Unit: 10000 yuan
Total shareholders of the project company: jinkefang Chongqing Yejia
49% 100%
Fu 23358 22442 45800 to be considered this time
Surplus funds
3. Transfer of surplus funds according to relevant agreements
The company and Chongqing Yejia signed a joint venture and cooperation agreement in Chongqing in July 2021. According to the relevant provisions of the agreement, the company plans to transfer no less than 233.58 million yuan of surplus funds from Chongqing jinwangyu without interest. Therefore, the partner Chongqing Yejia plans to transfer no more than 224.42 million yuan of surplus funds from Chongqing jinwangyu without interest according to the equity ratio, When the reserved funds of Chongqing jinwangyu cannot meet the needs of project development and construction and require the partner to return the transferred surplus funds.
(II) partner to transfer surplus funds: Chongqing Tangjie Real Estate Development Co., Ltd. (hereinafter referred to as “Chongqing Tangjie”)
The company plans to transfer the surplus funds of the holding subsidiary Chongqing jinyitang Real Estate Development Co., Ltd. (hereinafter referred to as “Chongqing jinyitang”) with the partner Chongqing Tangjie according to the equity ratio. The project developed by Chongqing jinyitang is located in plots c3-2-2 and c3-2-6, Zone C, Tangjiatuo group, Yubei district. The company and Chongqing Tangjie hold 51% and 49% equity of Chongqing jinyitang respectively. The details are as follows:
1. Basic information of partners transferring surplus funds
Chongqing Tangjie Real Estate Development Co., Ltd. was established on February 5, 2021, with its registered address at 5-1, No. 111, Garment City Avenue, Yubei District, Chongqing. The legal representative is Chen Chao, with a registered capital of 8 million yuan, and the controlling shareholder is Sichuan Tangtong Real Estate Development Co., Ltd. The main business is real estate development and operation, housing leasing, etc.
Equity structure chart:
Datang investment (Hong Kong) Datang development international has chasestone capital
Limited
(non mainland enterprises) (non mainland enterprises) (non mainland enterprises)
Xiamen Datang Real Estate Group Co., Ltd. Shanghai Chunqi Enterprise Management Co., Ltd
company
Sichuan tangmei Real Estate Co., Ltd. Chunshi asset management (Shanghai) Co., Ltd
company
70% 30%
Sichuan Tangtong Real Estate Development Co., Ltd
100%
Chongqing Tangjie Real Estate Development Co., Ltd
According to the information provided by Chongqing Tangjie, the company was newly established in 2021 and has no financial data of the latest year. By the end of September 2021, the total assets of the company were 289.2724 million yuan, the total liabilities were 289.2842 million yuan, and the net assets were -11900 yuan. From January to September 2021, the company realized an operating revenue of 0 million yuan, a total profit of -11900 yuan and a net profit of -11900 yuan.
The company is not a dishonest person.
Chongqing Tangjie has no relationship with the company, its controlling shareholder, actual controller and Dong Jiangao or other relationships that may tilt interests.
Chongqing Tangjie did not transfer the surplus funds of the company’s holding subsidiaries in the previous fiscal year.
2. Equity ratio of shareholders of the project company and surplus funds to be transferred:
Unit: 10000 yuan
Total of shareholders of the project company, jinkefang and Chongqing Tangjie
Shareholding ratio 51%, 49%, 100%
It is proposed to consider the transfer of surplus funds 28623 27500 56123
3. Transfer of surplus funds according to relevant agreements
The company and Chongqing Tangjie signed a joint venture and cooperation agreement in Chongqing in June 2021. According to the relevant provisions of the agreement, the company and the investor plan to transfer the total surplus funds of no less than 286.23 million yuan from Chongqing jinyitang without interest. Therefore, the partner Chongqing Tangjie plans to transfer the surplus funds of no more than 275 million yuan from the project company without interest according to the equity ratio, Until the reserved funds of Chongqing jinyitang can not meet the needs of project development and construction and require the partner to return the transferred surplus funds.
(III) partner to transfer surplus funds: Changzhou Chengyu Real Estate Development Co., Ltd. (hereinafter referred to as “Changzhou Chengyu”)
The company plans to transfer the surplus funds of the holding subsidiary Changzhou Jinjun Real Estate Development Co., Ltd. (hereinafter referred to as “Changzhou Jinjun”) with the partner Changzhou Chengyu according to the equity ratio. The Changzhou Jinjun development project is located in the plot of Furong (hs070804-02), Hengshanqiao Town, Changzhou Economic Development Zone. The company and Changzhou Chengyu hold 45% and 55% equity of Changzhou Jinjun respectively. The details are as follows:
1. Basic information of partners transferring surplus funds
Changzhou Chengyu was established on December 16, 2020. Its registered address is No. 2806, floor 3, building 4, No. 199, Hongxi Road, Niutang Town, Wujin District, Changzhou (Changzhou Wujin green building industry agglomeration demonstration zone). Its legal representative is Zhu Yaqian, with a registered capital of 5 million yuan. The controlling shareholder is Jiangsu chengsu Real Estate Co., Ltd. The main business is real estate development and real estate consulting.
Equity structure chart:
Zhu Yaqian, Feng Yu
