Securities code: Fujian Sanmu Group Co.Ltd(000632) securities abbreviation: Fujian Sanmu Group Co.Ltd(000632) Announcement No.: 202215
Fujian Sanmu Group Co.Ltd(000632)
Announcement on financial assistance provided by holding subsidiaries to their shareholders
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.
Important content tips:
1、 The recipient of financial assistance this time is Zhangzhou Tangrun Real Estate Development Co., Ltd. the financial assistance method is that Zhangzhou sentang Real Estate Development Co., Ltd., the holding subsidiary of the company, provides loans with its own funds. The amount of financial assistance is no more than 40 million yuan, the term is 2 years, and the interest rate is no less than the benchmark loan interest rate of the people’s Bank of China in the same period.
2、 The financial assistance has been deliberated and approved at the 41st meeting of the ninth board of directors of the company, which needs to be submitted to the general meeting of shareholders for deliberation and approval. The independent directors of the company have expressed their independent opinions.
3、 Up to now, the company has provided 535188 million yuan of financial assistance. The company’s external financial assistance is not overdue.
1、 Overview of financial assistance
Fujian Sanmu Group Co.Ltd(000632) (hereinafter referred to as the “company” and “listed company”) Zhangzhou sentang Real Estate Development Co., Ltd. (hereinafter referred to as “Zhangzhou sentang real estate” and “project company”) is jointly invested and established by the company and Zhangzhou Tangrun Real Estate Development Co., Ltd. (hereinafter referred to as “Zhangzhou Tangrun real estate”), Among them: the company holds 51% equity of Zhangzhou sentang real estate, and Zhangzhou Tangrun real estate holds 49% equity of Zhangzhou sentang real estate. Zhangzhou sentang real estate is responsible for the development and construction of Zhangzhou Impression West Lake project.
At present, the development of the project is progressing smoothly. In order to improve the use efficiency of funds, according to the business practice of the real estate industry, Zhangzhou sentang real estate plans to provide loans with the same conditions to all shareholders according to the shareholding ratio after reserving the follow-up construction and operating funds of the project. This time, Zhangzhou sentang real estate provides Zhangzhou Tangrun real estate with a loan of no more than 40 million yuan, The details are as follows:
Provide the financial sponsor to accept the term interest rate of the financial sponsor and remarks on the amount of financial support
Zhangzhou sentang real estate Zhangzhou Tangrun real estate shall not be lower than the benchmark interest rate of new bank loans of RMB 40 million in the same period for two years
According to the provisions of relevant laws and regulations, the provision of loans by the company’s holding subsidiary to its shareholders for the purpose of providing financial assistance to the outside world 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. The financial assistance has been deliberated and approved at the 41st meeting of the ninth board of directors of the company, which needs to be submitted to the general meeting of shareholders for deliberation and approval. The independent directors of the company have expressed their independent opinions.
2、 Basic information of the financial sponsor
(I) Company Name: Zhangzhou Tangrun Real Estate Development Co., Ltd;
(II) legal representative: Wu Yi;
(III) registered capital: 100 million yuan;
(IV) address: Room 301, building 5, Datang impression, No. 49, Xinhua North Road, Xiangcheng District, Zhangzhou City, Fujian Province;
(V) date of establishment: July 19, 2019;
(VI) business scope: real estate development and operation (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments);
(VII) equity structure: Xiamen Datang Real Estate Group Co., Ltd. holds 100% of its equity, and Datang investment (Hong Kong) Co., Ltd. is its actual controller.
(VIII) financial indicators:
As of December 31, 2020, the company has total assets of 790201500 yuan, total liabilities of 801083900 yuan and net assets of -10882400 yuan; From January to December 2020, the operating income was 2.5301 million yuan and the net profit was -108752 million yuan.
As of September 30, 2021, the total assets of the company are 11559182 million yuan, the total liabilities are 119211900 yuan, and the net assets are -361936 million yuan; From January to September 2021, the operating income was 273962 million yuan and the net profit was -163251 million yuan.
(IX) financial assistance provided to the object in previous years
By the end of 2021, the balance of financial assistance provided by Zhangzhou sentang real estate to the shareholder Zhangzhou Tangrun real estate was 0 yuan.
Zhangzhou Tangrun real estate is in good credit condition, and there is no relationship with the company and major shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc. After verification, the company does not belong to the person subject to dishonesty.
3、 Main contents of financial assistance agreement to be signed
Zhangzhou sentang real estate, the holding subsidiary of the company, plans to provide financial assistance to its shareholder Zhangzhou Tangrun real estate, with a subsidy amount of no more than 40 million yuan and a term of two years, which is not lower than the benchmark loan interest rate of the people’s Bank of China in the same period.
The company will sign a specific agreement with the above-mentioned objects when the financial assistance actually occurs, specifying the conditions to be observed by the funded objects, the amount of assistance, the period of assistance and the liability for breach of contract. The specific terms are subject to the agreement signed by all parties.
4、 Purpose of financial assistance and risk prevention and control measures
(I) purpose of financial assistance
The financial assistance provided to other shareholders of the holding project company this time is the loan funds provided to all shareholders after fully reserving the funds required for the subsequent construction and normal operation of the project. The funds are used for the daily operation of all shareholders, which is in line with industry practice and will not affect the development and construction of the project company and the normal operation of the company.
(II) risk prevention and control measures
During the implementation of financial assistance, the company will prevent the risk of financial assistance from multiple dimensions. Since the object of this subsidy is other shareholders of the company holding the project company, and the project company is the holding subsidiary of the company, the company is responsible for operation and financial management. The project funds are dynamically predicted and monitored every month, which can effectively control the project funds. Generally, the project company is allowed to provide loans to its shareholders only after the funds required for subsequent construction and normal operation of the project are reserved. When the funds of the project company cannot meet the future expenditure, the shareholders will be notified in advance to return or supplement the invested funds in time to meet the operation requirements of the project company. Once the potential repayment risk of the funded object is found, the project company will stop allocating it and take the historical investment of shareholders in the project (including registered capital and shareholder loans) and future equity income rights (including dividends of the project company) as the capital repayment guarantee for the amount that is not repaid in time.
The company will pay close attention to the production and operation, changes in assets and liabilities, external guarantee or other liabilities, division, merger, change of legal representative and changes in business reputation of the borrower, actively prevent risks and fulfill the obligation of information disclosure in accordance with relevant rules.
5、 Opinions of the board of directors
The financial support provided by the project company controlled by the company to Zhangzhou Tangrun real estate is to provide loans to all shareholders of the project company according to the shareholding ratio on the premise of smooth project sales and ensuring the demand for project construction and operating funds, which is in line with industry practice and helps to improve the efficiency of fund use. The project company is the holding subsidiary of the company, and the company is mainly responsible for operation and management, which can effectively control risks and is in line with the interests of the company.
6、 Opinions of independent directors
Su Xijia, Wang Lin and Wang Yingbin, the independent directors of the company, expressed their independent opinions on the financial assistance as follows: the financial assistance provided by the holding subsidiary of the company to Zhangzhou Tangrun real estate is a loan provided to the shareholders of the project company on the premise of smooth project sales and ensuring the needs of project construction and working capital, And the shareholders of all parties shall be subsidized according to the shareholding ratio and under the same conditions, which will help to improve the efficiency of fund use and make the financial assistance behavior fair and reasonable. The relevant decisions comply with the company’s internal control system, the articles of association and relevant laws and regulations, and there is no damage to the interests of listed companies, shareholders and minority shareholders. Therefore, we agree to the financial assistance.
7、 Accumulated amount of financial assistance and overdue amount
After providing financial assistance this time, the total amount of financial assistance provided by the company is 175 million yuan, accounting for 12.55% of the latest audited net assets of the listed company; The total amount of financial assistance provided by the company and its holding subsidiaries to units outside the consolidated statements is 145 million yuan, accounting for 10.40% of the latest audited net assets of the listed company. As of the disclosure date of this announcement, the actual balance of financial assistance provided by the company to the outside world was 535188 million yuan, accounting for 3.84% of the latest audited net assets of the listed company. The company and its holding subsidiaries did not provide financial assistance overdue.
8、 Other matters
(I) this external financial assistance does not belong to the following periods:
1. The period during which idle raised funds are used to temporarily supplement working capital;
2. Within 12 months after changing the investment direction of the raised funds to permanent supplementary working capital;
3. Within 12 months after the over raised funds are permanently used to supplement working capital or repay bank loans.
(II) within 12 months after the actual provision of financial assistance, the company will not use idle raised funds to temporarily supplement working capital, change the investment direction of raised funds to permanently supplement working capital, permanently use the over raised funds to supplement working capital or repay bank loans, except that the external financial assistance has been recovered.
9、 Documents for future reference
(I) resolutions of the 41st meeting of the ninth board of directors of the company; (II) opinions of independent directors of the company. It is hereby announced.
Fujian Sanmu Group Co.Ltd(000632) board of directors
March 2, 2022
