Grandjoy Holdings Group Co.Ltd(000031) announcement of the 10th board of directors
Securities code: 000031 securities abbreviation: Grandjoy Holdings Group Co.Ltd(000031) Announcement No.: 2022-007
Grandjoy Holdings Group Co.Ltd(000031)
Announcement on providing guarantee for Nanchang Jiayue Real Estate Development Co., Ltd., a holding subsidiary
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.
1、 Overview of guarantee
1. Nanchang Jiayue Real Estate Development Co., Ltd. (hereinafter referred to as "Nanchang Jiayue"), a holding subsidiary of Grandjoy Holdings Group Co.Ltd(000031) (hereinafter referred to as "the company"), signed a loan contract with the Syndicate ( Bank Of China Limited(601988) Nanchang Xihu sub branch, China Citic Bank Corporation Limited(601998) Nanchang branch and China Construction Bank Corporation(601939) Nanchang Donghu sub branch), which provided Nanchang Jiayue with a fixed asset loan limit of no more than 1.7 billion yuan, It is used for the development and construction of Nanchang "COFCO Grandjoy Holdings Group Co.Ltd(000031) " project phase I (plot a02-06-1 of Chaoyang new town control plan and plot d05-09 of Chaoyang new town control plan). The company's holding subsidiary Grandjoy Holdings Group Co.Ltd(000031) Real Estate Co., Ltd. (hereinafter referred to as " Grandjoy Holdings Group Co.Ltd(000031) real estate") recently signed a guarantee contract with the syndicate to assume joint and several liability for 51% of the outstanding debts of Nanchang Jiayue under the loan contract and corresponding financing documents (the maximum amount does not exceed 484.5 million yuan). Another indirect shareholder of Nanchang Jiayue provided the guarantee with the same conditions for the remaining 49% of the debt (up to RMB 465.5 million) according to the shareholding ratio.
2. The above guarantee matters have fulfilled the relevant approval procedures of Grandjoy Holdings Group Co.Ltd(000031) real estate.
2、 The company's use of the guarantee amount of its subsidiaries
The 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on the company's provision of guarantee amount to holding subsidiaries in 2021. The guarantee amount is valid from the date of adoption of the 2020 annual general meeting to the date of holding the 2021 annual general meeting. Before and after the effectiveness of this guarantee, the use of guarantee amount is as follows:
Unit: 100 million yuan
The asset liability ratio of the guaranteed party has been approved by the general meeting of shareholders. The remaining available batch amount of this use amount
＜70% 150 29.68 4.845 115.475
Holding subsidiaries ≥ 70% 150 38.7242 0 111.2758
Total 300 68.4042 4.845 226.7508
Grandjoy Holdings Group Co.Ltd(000031) announcement of the 10th board of directors
3、 Basic information of the guaranteed
Nanchang Jiayue Real Estate Development Co., Ltd. was registered on December 31, 2020 at the second floor of Building 1, No. 339 Taohua Road, Xihu District, Nanchang City, Jiangxi Province, with a registered capital of 140 million yuan and a legal representative of Kong Lei. Business scope: real estate development and operation, residential interior decoration (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments); General items: non residential real estate leasing, commercial complex management services, property management, parking lot services, housing leasing, marketing planning, conference and exhibition services (in addition to licensing business, you can independently operate projects not prohibited or restricted by laws and regulations).
Nanchang Jiayue is a wholly-owned subsidiary of Nanchang Yuebai Enterprise Management Co., Ltd. (hereinafter referred to as "Nanchang Yuebai"), and the company's holding subsidiary Grandjoy Holdings Group Co.Ltd(000031) Real Estate Co., Ltd. holds 51% equity of Nanchang Yuebai; Jiangxi Yikai Real Estate Co., Ltd. (the company is the holding subsidiary of Libai Holding Co., Ltd., and the actual controller is Xiamen Jianfa Group Co., Ltd., which is not an affiliated party of our company) holds 49% equity of Nanchang Yuebai.
Up to now, Nanchang Jiayue has no guarantee, litigation or arbitration. The company is not a dishonest person.
The main financial data of Nanchang Jiayue are as follows:
Unit: Yuan
December 31, 2021 September 30, 2021
(Unaudited) (Unaudited)
Total assets 2879593916.86 2455653629.75
Total liabilities 1491987691.39 2432418766.29
Bank loan balance 0.00 0.00
Balance of current liabilities 1491204505.30 2431489884.23
Net assets 138760225.47 23234863.46
January December 2021 (Unaudited) January September 2021 (Unaudited)
Operating income 0.00
Total profit -16749406.70 -8691423.79
Net profit -12393774.53 -6765136.54
4、 Main contents of the guarantee agreement
1. Guarantee method: joint and several liability guarantee.
Grandjoy Holdings Group Co.Ltd(000031) announcement of the 10th board of directors
2. Maximum guaranteed principal amount: the maximum amount shall not exceed 484.5 million yuan
3. Guarantee scope: 51% of the outstanding part of the loan principal (the maximum amount does not exceed 484.5 million yuan), interest (including compound interest and penalty interest), liquidated damages, compensation, other payments payable by Nanchang Jiayue to the syndicate member banks, and 51% of the outstanding part of the expenses incurred by the syndicate member banks to realize their creditor's rights and guarantee rights.
4. Guarantee period: three years from the effective date of the guarantee contract to the expiration of the performance period of all debts under the financing documents. If the Grandjoy Holdings Group Co.Ltd(000031) real estate agrees to the debt extension, the guarantee period shall end three years after the expiration of the debt performance period re agreed in the extension agreement. If the debts under the financing documents are performed by stages, the guarantee period of each debt shall end three years after the expiration of the last debt performance period.
5、 Opinions of the board of directors
1. The holding subsidiary of the company provides joint and several liability guarantee for 51% of the debt of Nanchang Jiayue in the loan contract (the maximum amount does not exceed 484.5 million yuan) in order to meet the development and construction needs of the project.
2. Nanchang Jiayue has been included in the scope of the company's consolidated statements, and the financial risk is within the company's control. Jianfa Real Estate Group Co., Ltd., another indirect shareholder of Nanchang Jiayue, provided the guarantee with the same conditions for the remaining 49% of the debt according to the shareholding ratio. The guarantee behavior is fair and equal.
3. The board of directors of the company believes that this guarantee complies with the relevant provisions of the company law, the articles of association and the notice on regulating the external guarantee behavior of listed companies, and there is no damage to the interests of the company and shareholders. 6、 Accumulated external guarantee quantity and overdue guarantee quantity
As of the completion of this guarantee, the guarantee balance of the company and its holding subsidiaries (excluding the guarantee between subsidiaries within the scope of consolidated statements) was 39105.325 million yuan, accounting for 213.10% of the company's audited net assets attributable to shareholders of listed companies as of December 31, 2020 (accounting for 85.67% of net assets). Among them, the balance of guarantees provided by the company for its holding subsidiaries was 3194930500 yuan, accounting for 174.10% of the company's audited net assets attributable to shareholders of listed companies as of December 31, 2020 (accounting for 69.99% of net assets). The balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements was 7156.02 million yuan, accounting for 39.00% of the company's audited net assets attributable to shareholders of listed companies as of December 31, 2020 (accounting for 15.68% of net assets).
The company has no overdue guarantee or guarantee involving litigation.
Grandjoy Holdings Group Co.Ltd(000031) announcement of the 10th board of directors
It is hereby announced.
Grandjoy Holdings Group Co.Ltd(000031) board of directors
February 25, 2002
