Securities code: 000615 securities abbreviation: Aoyuan Beauty Valley Technology Co.Ltd(000615) Announcement No.: 2021-123 Aoyuan Beauty Valley Technology Co.Ltd(000615)
Announcement on passively forming related party guarantees and charging financing guarantee fees after the completion of major asset restructuring
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.
Risk tips:
1. Up to now, as the total amount of external guarantee of the company and its holding subsidiaries exceeds 100% of the latest audited net assets, please pay attention to the guarantee risk.
2. The proposal on passive formation of related party guarantee and collection of financing guarantee fee after major asset restructuring needs to be considered by the general meeting of shareholders, and there is still uncertainty whether it can be approved. If it fails to obtain the approval of the general meeting of shareholders, the company may touch the risk of the circumstances specified in articles 13.3 and 13.4 of the stock listing rules due to the passive formation of illegal guarantee.
3. If the company finally performs the guarantee liability according to the procedures, the company will have the risk of occupying the non operating funds of the controlling shareholder due to the debt formed by undertaking the guarantee liability to the related parties of the controlling shareholder, and the company may touch the situations specified in articles 13.3 and 13.4 of the stock Listing Rules due to the passive provision of funds. Please pay attention to investment risks.
1、 Overview of related party transactions
(i) Related party guarantee
Aoyuan Beauty Valley Technology Co.Ltd(000615) (hereinafter referred to as "the company"), the 17th meeting of the 10th board of directors held on July 27, 2021 and the third extraordinary general meeting of shareholders held on August 27, 2021, deliberated and adopted the proposal on selling the equity of the target company and related party transactions by public listing and transfer in Beijing property right exchange Proposal on the company's major asset sale plan, announcement on the formation of related party guarantee after the sale of major assets, and notice on signing with counterparties with effective conditions
<产权交易合同>
Through public listing in Beijing Equity Exchange, Sell 100% equity of Jinghan Real Estate Group Co., Ltd. (hereinafter referred to as "Jinghan real estate"), 100% equity of Beijing Yangjia Health Management Co., Ltd. and 35% equity of Penglai Hualu Jinghan Elderly Care Service Co., Ltd. (hereinafter referred to as "target equity") held by the company to Shenzhen Kaixian Investment Co., Ltd. (hereinafter referred to as "Kaixian investment") (hereinafter referred to as "Jinghan real estate") "Material asset restructuring"). At the same time, after the completion of the above-mentioned major asset restructuring, the original guarantee provided by the company to Jinghan real estate and its subsidiaries will passively form the guarantee provided by the company to related parties. See July 28, 2021 for details On November 10, 2021, the announcement on selling the equity of the target company and related party transactions by public listing and transfer in Beijing property right exchange was published in the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com.. CN.) (collectively referred to as "designated media") Announcement on the formation of related party guarantee after the sale of major assets and other relevant announcements.
Jinghan real estate completed the industrial and commercial registration procedures for equity transfer on August 30, 2021. Jinghan real estate is a wholly-owned subsidiary invested by Kaixian, a related party of the company.
After the completion of the above equity delivery, the company still provides guarantee for the debts of financial institutions of Jinghan real estate and its subsidiaries (hereinafter referred to as the "target company"), so the guarantee passively forms a related guarantee.
As of December 13, 2021, the guarantee of the company's financial institution debt is as follows: unit: 10000 yuan
Serial number debtor creditor loan balance repayment time guarantee maturity date
China Cinda assets
Management Co., Ltd
1. Guangdong Branch of Jinghan real estate company 27000.002023/8/212025/8/21 (hereinafter referred to as "Jinghan real estate company")
Called "Cinda capital"
Pipe ")
2 Jinghan (Langfang) real estate Xinda Asset Management 14576.462023/8/212025/8/21 Development Co., Ltd
3 Baoding Jinghan Junting Hotel Xinda Asset Management 3422.592023/8/212025/8/21 Co., Ltd
4 Tianjin Kaihua Quinn real estate Xinda Asset Management 11494.802023/8/212025/8/21 Property Development Co., Ltd
5 Jinghan real estate Xinda Asset Management 4470.222023/8/212025/8/21
6 Jinghan real estate Xinda Asset Management 17490.932023/8/212025/8/21
7 Jinghan real estate Xinda Asset Management 16276.102023/8/212025/8/21
Jinhan (Tianjin) real estate
8 Development Co., Ltd., Chongqing Xinda Asset Management 18070.292023/8/212025/8/21 zhongfeidao Real Estate Co., Ltd
department
9 Jinghan real estate Xinda Asset Management 18722.262023/8/212025/8/21
Total amount: 131523.65
According to the above proposal on the sale plan of major assets of the company and the agreement on the provision of guarantee for the target company by the remaining company in the property right transaction contract, the debt guarantee of financial institutions shall be preferentially negotiated by the company, the target company and the guarantor, so that the company will no longer provide guarantee for the target company after the equity delivery of the target company. If the company and its subsidiaries still need to provide guarantee for the debts of the target company on the equity delivery date of the target company, the company shall continue to provide guarantee for the corresponding debts of the target company within 3 months after the delivery date, and Aoyuan Guangdong, the sole shareholder of the transferee Kaixian investment, shall provide counter guarantee measures to the company and its subsidiaries. After the above period, The transferee Kaixian investment needs to make the company and its subsidiaries no longer provide guarantee after the equity delivery of the target company.
Kaixian investment further issued a statement on the above agreement: "after the completion of the delivery of the underlying assets, the company will actively release Aoyuan Beauty Valley Technology Co.Ltd(000615) and its subsidiaries from the debt guarantee of financial institutions of the underlying company. If the company or related parties cannot release Aoyuan Beauty Valley Technology Co.Ltd(000615) and its subsidiaries from the above guarantee three months after the delivery date, the company will cooperate with Aoyuan Beauty Valley Technology Co.Ltd(000615) within one month Negotiate and implement the solution. The specific solutions include but are not limited to paying the guarantee fee to the transferor by referring to relevant cases and the guarantee fee standard charged by domestic commercial banks for external guarantee in the same period. In this solution, the company's collection of guarantee fees from Kaixian investment is in line with business practices and reasonable. For details, please refer to the announcement on reply to the restructuring inquiry letter of Shenzhen Stock Exchange published by the company in the designated media on August 12, 2021.
Aoyuan group (Guangdong) Co., Ltd. (hereinafter referred to as "Aoyuan Guangdong"), the sole shareholder of Kaixian investment, provides joint and several liability counter guarantee to the company for the debts of the above financial institutions. For details, see the above announcement on selling the equity of the target company and related party transactions by public listing and transfer in Beijing property right transaction.
（2） Collection of guarantee fee
Kaixian investment plans to sign the contract on financing guarantee fee with the company. The standard for charging guarantee fee is: within the scope of guarantee, the company and the company's holding company provide asset mortgage for Jinghan real estate and its subsidiaries For pledge guarantee (if any), the guarantee fee shall be charged at the annualized rate of 1% of the guarantee contract amount; for guarantee guarantee, the guarantee fee shall be charged at the annualized rate of 0.5% of the guarantee contract amount. The above-mentioned contract shall come into force after being deliberated and approved by the general meeting of shareholders. Since Kaixian investment is a related party of the company, the collection of guarantee fee by the company constitutes a related party transaction.
（3） Review procedures for related party transactions
The company held the 24th Meeting of the 10th board of directors on December 14, 2021, and deliberated and adopted the proposal on passive formation of related party guarantee and collection of financing guarantee fee after major asset restructuring with 4 affirmative votes, 1 negative vote and 0 abstention vote. The related directors Mr. Ma Jun, Mr. Chen Yong and Mr. Hu ran avoided voting. The independent directors of the company give their prior approval opinions and clearly agreed independent opinions. The passive formation of related party guarantee and collection of guarantee fees need to be submitted to the general meeting of shareholders of the company for deliberation, and related shareholders need to avoid voting; This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Basic information of related parties
(i) Jinghan Real Estate Group Co., Ltd
1. Unified social credit Code: 9111000071872549x1;
2. Date of establishment: December 1, 2000;
3. Registered address: Room 802, building 1, yard 8, Shixing East Street, Shijingshan District, Beijing;
4. Legal representative: Wang Yuping;
5. Registered capital: 350 million yuan;
6. Business scope: real estate development; Commercial housing sales information consultation; Sales of steel, building materials and commercial houses;
7. Main financial indicators of the latest year and period:
Unit: Yuan
Project December 31, 2020 June 30, 2021
Total assets 7503634444.287849633345.20
Total liabilities 5583915602.406814305086.79
Including: 1 Total loans of financial institutions 2017679483.512043978210.12
2. Total current liabilities 3639924069.964558315379.46
Net assets 1919718841.881035328258.41
Project 2020 January June 2021
Operating income 1592063290.23715241364.21
Total profit 242971349.4311884186.70
Net profit 127411299.87115609416.53
Note: the above 2020 data have been audited, and the semi annual data of 2021 have not been audited.
8. Description of related relationship and dishonesty: Jinghan real estate is a 100% shareholding enterprise of Kaixian investment, and Kaixian investment is an affiliated party of the company, so Jinghan real estate is also an affiliated party of the company; According to the information query on China executive information disclosure network, Jinghan real estate is not a dishonest executee.
（2） Shenzhen Kaixian Investment Co., Ltd
1. Unified social credit Code: 91440300ma5gp87h25;
2. Date of establishment: April 6, 2021;
3. Registered address: 39A, building a, financial center, Shenzhen Centralcon Investment Holding Co.Ltd(000042) No. 88, Haizhu community, Yuehai street, Nanshan District, Shenzhen;
4. Legal representative: Tan Yi;
5. Registered capital: 10 million yuan;
6. Business scope: venture capital business; Investment and establishment of industries (specific projects will be reported separately); investment consultation (excluding restricted projects); operation of e-commerce; door-to-door electrical installation; door-to-door installation of pipelines and equipment; exhibition planning;
7. Kaixian investment was established on April 6, 2021 and obtained the business license issued by Shenzhen market supervision administration. The registered capital is 10 million yuan and is 100% owned by Aoyuan Guangdong. Since its establishment, the equity and registered capital have not changed. The annual financial report has not been prepared. Main financial data of Aoyuan Guangdong in the last year:
Unit: Yuan
