Securities code: 000736 securities abbreviation: Cccg Real Estate Corporation Limited(000736) Announcement No.: 2021 – 173
Bond Code: 114438 bond abbreviation: 19 CCCC 01
Bond Code: 114547 bond abbreviation: 19 CCCC bond
Bond Code: 149192 bond abbreviation: 20 CCCC bond
Bond Code: 149610 bond abbreviation: 21 CCCC bond
Cccg Real Estate Corporation Limited(000736) announcement on abandoning relevant business opportunities
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 abandonment of business opportunities
Cccg Real Estate Corporation Limited(000736) (hereinafter referred to as “our company”) recently learned that Wenchang City, Hainan Province, Wen land reserve (2021) – plot 18-1 is the business opportunity of the policy oriented residential commercial housing project. The planned land area of the project is 60590.14 m2, and the land use is the state-owned construction land use right for urban housing. The land of the project plot is subject to the maximum price, with the starting price of 18177042 yuan and the maximum price of 199947462 yuan. Through the investigation of the above business opportunities and in combination with the current business situation of the company In addition, we intend to give up this business opportunity. If we give up this business opportunity, CCCC Real Estate Group Co., Ltd., the controlling shareholder of our company, or its subsidiaries (hereinafter collectively referred to as “real estate group”) ）We will participate in the bidding for the listed plot of the project. If the bidding is successful, the real estate group will carry out the follow-up development and construction of the project. At the same time, our company and the real estate group will sign the corresponding agency business cultivation agreement, which stipulates that when the conditions of the project are mature, our company will decide whether to exercise the preemptive right.
Our company held the 77th meeting of the 8th board of directors on December 14, 2021 and considered and adopted the proposal on abandoning business opportunities for related projects. The affiliated directors Li Yongqian, Xue Simin, Liang Yunbin and Zhou Ji avoided voting on the proposal, and the independent directors approved the proposal in advance and expressed independent opinions. This proposal still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will withdraw from voting.
2、 Introduction to business opportunities
(i) Project name
Policy oriented comfortable living commercial housing project of wenguotu Chu (2021) – 18-1 plot, Wenchang City, Hainan Province.
（2） Project location
The project is located in the north of music Avenue in aerospace Avenue area, Wenchang City.
（3） Project planning and design conditions
The planned land area of the project is 60590.14 ㎡. The land use is the state-owned construction land use right for urban housing. The transfer period is 70 years for urban housing, the plot ratio is no more than 2.5, the building height limit is 45 meters, the green space rate is 40%, and the building density is 30%.
（4） Land transfer
The land of the project plot is subject to the maximum price, with the starting price of 18177042 yuan and the maximum price of 199947462 yuan. When the bidding reaches the maximum price, all bidders who quote the maximum price must participate in the on-site lottery and determine the winner through the on-site lottery.
（5） Project sales model
The sales mode of the project is residential commercial housing (limited sales target) and fully decorated existing housing sales.
3、 Basic information of related parties
Name: CCCC Real Estate Group Co., Ltd
Legal representative: Ruijie
Registered capital: 500 million yuan
Date of establishment: March 2015
Address: Building 2, No. 5, Dewai street, Xicheng District, Beijing
Unified social credit Code: 911100003355015281
Business scope: real estate development; estate management; Construction project management; Selling self-developed commercial houses; Rental of commercial housing; Rental of office space; Project investment; Investment management; Asset management; Investment consulting. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this Municipality)
Major shareholder: China Communications Construction Group Co., Ltd., with a shareholding ratio of 100%.
Actual controller: state owned assets supervision and Administration Commission of the State Council.
Relationship with our company: the real estate group holds 53.32% equity of our company and is the controlling shareholder of our company.
The real estate group is not a dishonest person.
Since its establishment, the main business of the real estate group has developed normally. The main financial indicators of the latest fiscal year are as follows (unit: 10000 yuan):
Total assets net assets operating income net profit of the project
End of 2020 / 2020 540946501032165781190936730
End of June 2021 / 64557691111874264219825398654 in 2021
January June
4、 Note by the board of directors on abandoning business opportunities
(i) Based on our own conditions, it is not suitable to develop the project at present
Recently, the central and local real estate regulation and financial policies have been continuously tightened, which has brought more uncertain business risks to the real estate industry. In view of the increasingly stringent real estate regulation and regulatory policies, our company has been focusing on the investment and product positioning principle of controlling the total amount, total price, differentiated positioning and focusing on turnover efficiency this year. Combined with the specific situation of the project, we believe that the project is a policy indemnificatory housing project, which requires the sales of fully decorated existing houses. The expected positive cash flow cycle is long, and the overall income level is low, which does not meet the current investment requirements of our company. （2） Adopting the method of agent business cultivation is in line with the relevant provisions of the regulatory authorities on promoting the state-owned shareholders to solve the horizontal competition with the controlled listed companies
According to the state owned assets supervision and Administration Commission of the State Council The guiding opinions on promoting the state-owned shareholders and their holding listed companies to solve horizontal competition and standardize related party transactions (gzfcq [2013] No. 202) issued by the CSRC on August 20, 2013, and the relevant provisions on cultivation are as follows: “State owned shareholders should negotiate with listed companies on an equal footing according to law in promoting the solution of horizontal competition and standardizing related party transactions. Conditional state-owned shareholders can take advantage of their own brand, resources, finance and other advantages on the basis of full consultation with the listed companies they hold, and cultivate on their behalf in accordance with market principles, which meet the business development needs of listed companies, but are not suitable for listed companies for the time being Business or assets of the facility. The agreement on business cultivation between a listed company and state-owned shareholders shall be authorized by the general meeting of shareholders of the listed company. When state-owned shareholders transfer and cultivate mature businesses, listed companies have the right of preemption under the same conditions. If a listed company makes an authorization decision on the above matters or waives its preemptive right, it shall be deliberated and approved by the shareholders who are not related to the general meeting of shareholders. ”
（3） It is a better choice to take the way of agent business cultivation and decide whether to intervene in the project in the future
In view of the possible risks and uncertainties in the capital investment, development and construction of the project, and referring to our existing investment strategy and internal resource conditions, the project is cultivated by the real estate group at this stage. Our company retains the opportunity to include the business and project when the future conditions are ripe, which is a better choice at present. If the proposal of our company to give up the business opportunity of the project is approved by the general meeting of shareholders, the project is invested and developed by the real estate group, and the real estate group and our company will sign the corresponding agency business cultivation agreement, which stipulates that when the conditions of the project are ripe, our general meeting of shareholders will decide whether to exercise the preemptive right.
In conclusion, considering the current market conditions and internal resource constraints, in order to avoid operational risks and ensure the steady development of the company’s existing real estate business, the board of directors of the company agrees to give up this business opportunity at the current stage and sign the agent business cultivation agreement with the real estate group. When the project conditions are ripe, the general meeting of shareholders of the company will decide whether to exercise the preemptive right.
5、 Main contents of agency business cultivation agreement
Party A: CCCC Real Estate Group Co., Ltd. (or its subsidiaries)
Party B: Cccg Real Estate Corporation Limited(000736)
(i) Project overview
1. Project Name: Policy residential commercial housing project of wenguotu Chu (2021) – 18-1 plot, Wenchang City, Hainan Province.
2. Project construction content: the project is located in the north of music Avenue, Hangtian Avenue area, Wenchang City. The planned land area of the project is 60590.14 m2. The land use is the state-owned construction land use right for urban housing. The transfer period is 70 years for urban housing, the plot ratio is no more than 2.5, the building height limit is 45 meters, the green space rate is 40%, and the building density is 30%.
3. Development mode: obtain the land use right through public bidding, auction and listing for secondary development. （2） Acting as the basis for business cultivation
1、 China Real Estate Development Group Co., Ltd. (hereinafter referred to as “China real estate group”) made relevant commitments on horizontal competition during the Cccg Real Estate Corporation Limited(000736) reorganization in 2008: Cccg Real Estate Corporation Limited(000736) after the reorganization, if China real estate group or other enterprises under its control have any business opportunities in the areas where Cccg Real Estate Corporation Limited(000736) real estate business is carried out, they can engage in and participate in activities that may affect Cccg Real Estate Corporation Limited(000736) For the competitive real estate business, China real estate group guarantees to notify Cccg Real Estate Corporation Limited(000736) of such business opportunities. If Cccg Real Estate Corporation Limited(000736) makes a positive reply willing to take advantage of such business opportunities within a reasonable period specified in the notice, Cccg Real Estate Corporation Limited(000736) will have the priority to obtain such business opportunities; If Cccg Real Estate Corporation Limited(000736) abandons the business opportunity, China real estate group guarantees that when the real estate project enters the substantive sales or operation stage, China real estate group will transfer or entrust the real estate project to a third party that China real estate group does not have an associated relationship, and China real estate group will still enjoy the usufruct.
In July 2015, the real estate group acquired 100% equity of Zhongzhu Real Estate Development Co., Ltd. held by China real estate group through free transfer, becoming the indirect controlling shareholder of Cccg Real Estate Corporation Limited(000736) . Cccg Real Estate Corporation Limited(000736) asked the real estate group about the commitments, and the real estate group replied: according to the relevant requirements of the CSRC, the real estate group promises to undertake and continue to perform the relevant obligations for the commitments that China real estate group has not fulfilled and applicable to the real estate group.
2. The guidance on promoting the state-owned shareholders and their holding listed companies to solve horizontal competition and standardize related party transactions (gzfcq [2013] No. 202) issued by SASAC and CSRC on August 20, 2013 provides for the cultivation of relevant contents.
（3） Foster business content on behalf of others
1. After Cccg Real Estate Corporation Limited(000736) learned of the business opportunity, the final decision-making body Cccg Real Estate Corporation Limited(000736) general meeting of shareholders decided to give up the business opportunity of the project. The real estate group will participate in the investment and development of the project and cultivate the project on its behalf.
2. When the cultivation of the project is mature, Cccg Real Estate Corporation Limited(000736) enjoys the preemptive right to the project company, and the shareholders’ meeting of Cccg Real Estate Corporation Limited(000736) decides whether to exercise the preemptive right.
7、 Impact of abandoning this business opportunity on the company
After our company gave up the business opportunity of the project, the real estate group’s participation in the project is in line with its commitment to avoid horizontal competition; Adopting the method of agent business cultivation, which is in line with the relevant provisions of the regulatory authorities on promoting the state-owned shareholders to solve the horizontal competition with the holding listed companies; Considering the current market conditions and internal resource constraints, abandoning this business opportunity at this stage is conducive to the steady operation of our company, ensure the steady development of the company’s existing main real estate business, and will not affect the company’s current operation and current profits and losses.
8、 Opinions of independent directors
Hu Biliang, Ma Jiangtao and Liu Hongyue, the independent directors of our company, approved the proposal in advance and expressed their independent opinions as follows: we believe that considering the current market conditions and internal resource conditions, giving up this business opportunity at this stage is conducive to the steady operation of Cccg Real Estate Corporation Limited(000736) and ensure the steady development of Cccg Real Estate Corporation Limited(000736) existing real estate main business, It will not affect the current operation and current profit and loss of Cccg Real Estate Corporation Limited(000736) , and there is no damage to the interests of Cccg Real Estate Corporation Limited(000736) minority shareholders. When the board of directors deliberated this proposal, the related directors avoided voting. The deliberation and decision-making procedures of this proposal comply with laws and regulations and the articles of association. We agree with the voting results of the board of directors on the proposal on abandoning business opportunities for relevant projects.
9、 Accumulated various related party transactions with the related party in the last 12 months
The holding subsidiary of our company has determined the subsidiaries of China Communications Construction Group Co., Ltd. (hereinafter referred to as “related parties”) through public bidding ）It is the bid winner of the construction project, with a total bid winning amount of 14035984200 yuan; The loan amount from related parties is RMB 100000000; Providing counter guarantees to related parties for our financing matters totaling 480 million yuan; Jointly invested with related parties to establish a real estate project company, with a total contribution of 4808.2 million yuan; Jointly reduce the capital of the project company with related parties, and the capital reduction amount of our company is 255 million yuan; Daily related party transactions with related parties are expected to be 57.29 million yuan in 2021.
It is hereby announced.
Cccg Real Estate Corporation Limited(000736) board of directors December 14, 2021
