Securities code: 000736 securities abbreviation: Cccg Real Estate Corporation Limited(000736) Announcement No.: 2021-172 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) about controlling shareholders
Announcement on application for extension of performance period of commitment to avoid horizontal competition
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.
Cccg Real Estate Corporation Limited(000736) (hereinafter referred to as “our company” or ” Cccg Real Estate Corporation Limited(000736) “) recently received the letter on applying for extending the performance period of commitment to avoid horizontal competition issued by the controlling shareholder CCCC Real Estate Group Co., Ltd. (hereinafter referred to as “real estate group”) The commitment to “gradually start the deep integration of other subordinate enterprises involved in real estate development business with Cccg Real Estate Corporation Limited(000736) by cash exchange, stock exchange M & A or other feasible means by the end of 2021″ will expire on December 31, 2021. Considering the current situation of specific enterprises involved in horizontal competition and the policy and business environment faced by the real estate industry, In order to fully protect the interests of the listed company and all its shareholders, the real estate group applied for the extension of the above commitments, Change to: “Before the end of 2024, other subordinate companies such as Greentown China Holdings Co., Ltd., CCCC Real Estate Co., Ltd., Dongguan Shanshui Yaju Real Estate Development Co., Ltd., Shenyang Yuning Real Estate Development Co., Ltd., China real estate group Anju investment and Construction Co., Ltd., China housing investment and Construction Co., Ltd. and other feasible ways shall be adopted Integration of enterprises involved in real estate development business with Cccg Real Estate Corporation Limited(000736) . ”
According to the guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, related parties, acquirers and listed companies of listed companies (CSRC announcement [2013] No. 55) and other relevant provisions and requirements, our company held the 77th meeting of the eighth board of directors and the 14th Meeting of the eighth board of supervisors on December 14, 2021, which were considered and adopted The proposal on the controlling shareholder’s application to extend the performance period for avoiding horizontal competition needs to be submitted to the general meeting of shareholders of our company for deliberation.
1、 Overview of commitments
(i) Real estate group’s undertaking of horizontal competition commitment of China Real Estate Development Group Co., Ltd. (hereinafter referred to as “China real estate group”)
On May 8, 2008, our company disclosed the report on issuing shares to specific objects to purchase assets on cninfo.com, in which the relevant commitments of China real estate group on horizontal competition are as follows: Cccg Real Estate Corporation Limited(000736) after the reorganization, if China real estate group or other enterprises under its control have any business opportunities to engage in If Cccg Real Estate Corporation Limited(000736) participates in the real estate business that may compete with Cccg Real Estate Corporation Limited(000736) , 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) . Our company inquired the real estate group about the commitment of China real estate group on horizontal competition. The real estate group said that the real estate group promised 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） On August 7, 2018, the real estate group issued the letter of commitment of CCCC Real Estate Group Co., Ltd. on avoiding horizontal competition, the main contents are as follows:
1、 Cccg Real Estate Corporation Limited(000736) will be the only Chinese real estate business development platform subordinate to the company except Greentown China Holdings Co., Ltd. (hereinafter referred to as “Greentown China”) In case of assets and businesses with horizontal competition, the independent operation autonomy of listed companies controlled by the company will be fully respected to ensure that the legitimate rights and interests of Chinese listed companies and their shareholders, especially small and medium-sized shareholders, will not be infringed. The company will not use its control over Chinese listed companies to conduct business activities that harm the interests of Chinese listed companies and all their shareholders.
2. In addition to the existing stock real estate development business, CCCC Real Estate Co., Ltd. (hereinafter referred to as “CCCC real estate”) in principle will no longer obtain the land reserve for new real estate development business and will no longer engage in new real estate development projects. As of the date of issuance of this letter of commitment, the company has signed a custody agreement with the listed company to trust CCCC real estate to the listed company. On the premise of meeting the conditions for injection into the listed company, CCCC real estate or its high-quality assets shall be acquired by Cccg Real Estate Corporation Limited(000736) or injected into Cccg Real Estate Corporation Limited(000736) in other feasible ways.
3. Comprehensively considering the interests of Cccg Real Estate Corporation Limited(000736) and Greentown China and its shareholders, and in line with national industrial policies and approval requirements, we will gradually solve the possible horizontal competition problems between listed companies and Greentown China through effective measures such as brand positioning division, regional market division, asset integration and business integration.
4. Shanshui Yaju, a subsidiary of China Real Estate Development Group Co., Ltd. (hereinafter referred to as “China real estate group”), will no longer engage in new real estate development business in the future. The company plans to cancel or transfer it to a third party unrelated to the company after the legal dispute is resolved.
Shenyang Yuning Real Estate Development Co., Ltd., China real estate group Anju investment and Construction Co., Ltd. and China housing investment and Construction Co., Ltd., subordinate to China real estate group, are no longer engaged in new real estate development projects. The company plans to change its business scope or cancel or transfer it to a third party unrelated to the company in the future.
5. CCCC overseas real estate Co., Ltd. will not engage in real estate development projects in China and will not engage in businesses that compete with listed companies.
In addition to the above, the main business of the company and other enterprises controlled by the company is not the same or similar to that of the listed company. During the period when the real estate development business is the main business of the listed company, the company and other enterprises controlled by the company will gradually standardize and avoid competing with it.
（3） On October 22, 2018, the real estate group issued the supplementary commitment of CCCC Real Estate Group Co., Ltd. on avoiding horizontal competition, the main contents are as follows:
1. Before the end of 2021, take cash acquisition, stock exchange M & A or other feasible ways to gradually start the deep integration of subordinate enterprises and Cccg Real Estate Corporation Limited(000736) involving real estate development business.
2. Before the real estate group completes the integration of its real estate business, the company will coordinate the differentiated operation between Greentown China Holdings Co., Ltd. and Cccg Real Estate Corporation Limited(000736) : Greentown China is mainly engaged in high-end property products and Cccg Real Estate Corporation Limited(000736) is mainly engaged in rigid demand products. The two sides maintain obvious differences in product grades and target customer groups; Through regional planning, Greentown China and Cccg Real Estate Corporation Limited(000736) do not participate in the bidding of the same plot. For business opportunities of common concern, consider the form of a consortium, complement each other’s advantages and cooperate in development; For the existing projects operated in the same city, the completion time and opening plan shall be arranged to avoid the formation of competitive products.
2、 Performance of commitments
(i) Performance of real estate group’s commitment to undertake relevant horizontal competition of China real estate group
On June 26, 2018, our company disclosed the announcement on abandoning the controlling business opportunity of Xi’an CCCC Jinyao Real Estate Development Co., Ltd. (Announcement No. 2018-070); on October 31, 2019, we disclosed the announcement on abandoning the business opportunity of related projects (Announcement No. 2019-149), abandoning the first and second level linkage project of the Second District of Jinzhong street demonstration small town in Dongli District, Tianjin; disclosing the announcement on abandoning relevant business opportunities (Announcement No. 2021-142) on September 28, 2021, abandoning the plot gc2021-063 project in Nanning; disclosing the announcement on abandoning business opportunities of relevant projects on December 15, 2021 (Announcement No. 2021-173), abandoning the land and resources reserve of Wenchang City, Hainan Province (2021) – No. 18-1 plot is a policy residential commercial housing project. The above abandonment of business opportunities is submitted to the board of directors and the general meeting of shareholders of our company for deliberation, and the related directors and related shareholders abstain from voting on relevant proposals. After fulfilling the above deliberation and disclosure procedures, the real estate group carries out the follow-up development and construction of the above project, and our company signs corresponding agency agreements with the real estate group As a business cultivation agreement, it is agreed that our company will decide whether to exercise the preemptive right when the conditions of the project are ripe. The real estate group has earnestly fulfilled the commitments made by China real estate group in 2008.
（2） CCCC real estate has been entrusted by the real estate group to our company since April 2017. The main asset of CCCC real estate involved in real estate business is Huatong Real Estate Co., Ltd. 100% equity of Huatong Real Estate Co., Ltd. has been acquired by our company in December 2017. At present, CCCC real estate continues to be entrusted by our company; Dongguan Shanshui Yaju Real Estate Development Co., Ltd., subordinate to China real estate group Shenyang Yuning Real Estate Development Co., Ltd., China real estate group Anju investment and Construction Co., Ltd. and China housing investment and Construction Co., Ltd. are not engaged in new real estate development projects; CCCC overseas real estate Co., Ltd. is not engaged in real estate development projects in China. The above-mentioned enterprises mentioned in the commitment letter of the real estate group strictly fulfill relevant commitments.
（3） Cccg Real Estate Corporation Limited(000736) and Greentown China operate in the same city in some cities. Greentown China is mainly engaged in high-end property products and Cccg Real Estate Corporation Limited(000736) is mainly engaged in rigid demand products. The two sides maintain significant differences in product grades and target customer groups. At the same time, through regional planning, the two sides make overall arrangements for completion time and opening plan to avoid the formation of competitive products. The real estate group strictly fulfills relevant commitments. （4） The real estate group’s commitment to “gradually start the deep integration of other subordinate enterprises involved in real estate development business with Cccg Real Estate Corporation Limited(000736) by cash exchange, stock exchange M & A or other feasible means by the end of 2021” will expire on December 31, 2021.
3、 Reasons and contents for applying for extension of commitment performance period
(i) Reasons for applying for extension of commitment performance period
In combination with the current actual situation, other real estate businesses under the real estate group do not have the conditions for integration with Cccg Real Estate Corporation Limited(000736) , as follows:
1. 100% equity of Huatong real estate, the main real estate business of CCCC real estate, has been injected into our company. CCCC real estate continues to be managed by our company. At present, its stock real estate projects are in the late state, which is expected to not support our main business and do not meet the conditions for integration.
2. Dongguan Shanshui Yaju Real Estate Development Co., Ltd., Shenyang Yuning Real Estate Development Co., Ltd., China real estate group Anju investment and Construction Co., Ltd. and China housing investment and Construction Co., Ltd. have not developed new real estate business, which is expected to not support our main business and do not meet the conditions for integration.
3. The integration scheme between Greentown China and Cccg Real Estate Corporation Limited(000736) involves various aspects, and the situation is relatively complex, which still needs to be further demonstrated.
Greentown China and Cccg Real Estate Corporation Limited(000736) have great differences in asset scale, product positioning, operation management and historical origin; Greentown China Cccg Real Estate Corporation Limited(000736) is listed in different places, and the integration plan involves a large amount of asset sorting. At present, there are great integration risks in the integration. 4. In recent years, China’s real estate market is facing continuous policy regulation, superimposed with the impact of covid-19 epidemic, and the overall development of the real estate industry is slowing down; The introduction of policies such as “three red lines” and “centralized land supply” has put forward higher requirements for real estate enterprises in terms of asset quality, risk control and investment and financing management. The real estate industry is facing in-depth adjustment and does not have the implementation conditions for integration at present. Since its commitment, the real estate group has hired relevant professional institutions to continuously demonstrate the integration scheme of Cccg Real Estate Corporation Limited(000736) with other subordinate enterprises involved in real estate development business, such as Greentown China, CCCC real estate, Dongguan Shanshui Yaju Real Estate Development Co., Ltd., Shenyang Yuning Real Estate Development Co., Ltd., China real estate group Anju investment and Construction Co., Ltd., China housing investment and Construction Co., Ltd, In view of the current policy environment related to the real estate industry, in order to fully protect the interests of investors, the specific way to integrate with Cccg Real Estate Corporation Limited(000736) still needs continuous and in-depth demonstration.
（2） Content of real estate group’s application for extension of commitment performance period
In order to fully protect the interests of the listed company and all its shareholders, the real estate group applied to “gradually start the deep integration of subordinate enterprises involved in real estate development business with Cccg Real Estate Corporation Limited(000736) by cash acquisition, stock exchange acquisition or other feasible means before the end of 2021” Postpone and further clarify the relevant contents, The contents after the extension are as follows: “Before the end of 2024, other subordinate companies such as Greentown China Holdings Co., Ltd., CCCC Real Estate Co., Ltd., Dongguan Shanshui Yaju Real Estate Development Co., Ltd., Shenyang Yuning Real Estate Development Co., Ltd., China real estate group Anju investment and Construction Co., Ltd., China housing investment and Construction Co., Ltd. and other feasible ways shall be adopted Integration of enterprises involved in real estate development business with Cccg Real Estate Corporation Limited(000736) . ”
In addition to the above extension, the real estate group will continue to fulfill other commitments in the commitment letter of CCCC Real Estate Group Co., Ltd. on avoiding horizontal competition and the supplementary commitment of CCCC Real Estate Group Co., Ltd. on avoiding horizontal competition.
4、 Deliberations of the board of directors
Our company held the 77th meeting of the 8th board of directors on December 14, 2021, and considered and adopted the proposal on the application of controlling shareholders to extend the performance period for avoiding horizontal competition by 4 votes in favor, 0 against and 0 abstention. The related directors Li Yongqian, Xue Simin, Liang Yunbin and Zhou Ji avoided voting on the proposal. The independent directors of the company approved the proposal in advance and issued independent opinions.
This proposal needs to be submitted to the general meeting of shareholders of our company for deliberation.
