Securities code: 000031 securities abbreviation: Grandjoy Holdings Group Co.Ltd(000031) Announcement No.: 2021-092
Grandjoy Holdings Group Co.Ltd(000031)
Announcement on the newly added guarantee amount for joint ventures
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. In order to support the development of the company’s real estate projects and meet its financing needs, The board of directors of Grandjoy Holdings Group Co.Ltd(000031) (hereinafter referred to as “the company”) agreed to provide a new guarantee amount of no more than RMB 383.5 million to the joint venture, including: providing a guarantee amount of no more than RMB 187.5 million to Nanjing lianjinyue Real Estate Development Co., Ltd. (hereinafter referred to as “Nanjing lianjinyue”) and Wuhan Diyue town real estate development Co., Ltd (hereinafter referred to as “Wuhan Diyue town”) shall provide a guarantee amount of no more than 196 million yuan. The specific guarantee amount and guarantee period shall be subject to the finally signed relevant documents. The guarantee object and other shareholders shall provide guarantees with the same conditions according to the proportion of capital contribution.
2. The 18th meeting of the 10th board of directors of the company deliberated and adopted the proposal on increasing the guarantee amount for joint ventures. According to the Listing Rules of Shenzhen Stock Exchange and relevant provisions of the articles of association, any guarantee provided by the company and its holding subsidiaries after the total amount of external guarantee exceeds 50% of the latest audited net assets shall be submitted to the general meeting of shareholders for deliberation. Therefore, the guarantee amount needs to be submitted to the general meeting of shareholders for deliberation. 3. The above guarantee amount shall be valid within 12 months from the date of deliberation and approval by the general meeting of shareholders. The board of directors requests the general meeting of shareholders to authorize the board of directors to make decisions on the guarantee. While obtaining the authorization of the general meeting of shareholders, the board of directors will further authorize the general manager of the company to make decisions on the guarantee within the limit.
2、 Basic information of the guaranteed
(i) Nanjing lianjinyue Real Estate Development Co., Ltd
Nanjing lianjinyue Real Estate Development Co., Ltd. was registered on June 3, 2021 at No. 11, dajiaochang Road, Qinhuai District, Nanjing, with a registered capital of 453 million yuan and a legal representative of Yan Zhiqiang. Business scope: real estate development and operation; Residential interior decoration (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results); property management; information consulting services (excluding licensing information consulting services); Housing leasing; housing demolition services; real estate consulting; parking lot services (except for projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license). The company is responsible for the development and construction of plot 2021g31, Qinhuai District, Nanjing.
As of November 30, the company had total assets of 1882416949.75 yuan, total liabilities of 1433776238.30 yuan, net assets of 448640711.45 yuan, operating income of 0 yuan and net profit of -4359288.55 yuan.
The current contribution ratio of the company’s existing shareholders is as follows:
Proportion of shareholders’ capital contribution
Grandjoy Holdings Group Co.Ltd(000031) Holding Group Nanjing Co., Ltd. 25%
Poly Jiangsu real estate development Co., Ltd. 25%
Lianfa Group Co., Ltd. 25%
Nanjing New Hope Liuhe Co.Ltd(000876) Real Estate Co., Ltd. 25%
Among the shareholders of the company, poly Jiangsu real estate development Co., Ltd. is the holding subsidiary of Poly Developments And Holdings Group Co.Ltd(600048) , and its actual controller is the state owned assets supervision and Administration Commission of the State Council; Lianfa Group Co., Ltd. is a holding subsidiary of Xiamen C&D Inc(600153) , and its actual controller is the state owned assets supervision and Administration Commission of Xiamen Municipal People’s government; Nanjing New Hope Liuhe Co.Ltd(000876) Real Estate Co., Ltd. is the holding subsidiary of Chengdu New Hope Liuhe Co.Ltd(000876) Real Estate Co., Ltd., and its actual controller is Liu Yonghao. The above shareholders are not related to the company. Nanjing lianjinyue is not included in the consolidated statements of the company. Up to now, Nanjing lianjinyue has no guarantee, litigation or arbitration, and the company is not a dishonest executee.
Other shareholders of the company shall provide guarantees with the same conditions according to the proportion of capital contribution.
（2） Wuhan Diyue town real estate development Co., Ltd
Wuhan Diyue town real estate development Co., Ltd. was registered on June 30, 2020 at No. 4, Berlin Street, Zhangwan street, Caidian District, Wuhan, with a registered capital of 554 million yuan and a legal representative of Chen Wanqing. Business scope: real estate development and operation; Investment in the real estate industry; Real estate management consulting; estate management; Sales of building materials; House leasing. (the company is responsible for the development and construction of phase II of Wuhan COFCO Xiangyun Metro Town.
The main financial data of the company are as follows:
Unit: Yuan
October 31, 2021 December 31, 2020
(Unaudited) (audited)
Total assets 1727785320.331515767562.43
Total liabilities 1180504248.20962296313.26
Bank loan balance 0.000 00
Balance of current liabilities 1180504248.2962296313.26
Net assets 547281072.13553471249.17
January October 2021 2020
(Unaudited) (audited)
Operating income: 0.000 00
Total profit -6190177.04-528750.83
Net profit -6190177.04-528750.83
The current contribution ratio of the company’s existing shareholders is as follows:
Proportion of shareholders’ capital contribution
Wuhan Rail Transit Construction Co., Ltd. 51%
COFCO real estate (Wuhan) Co., Ltd. 49%
Among the shareholders of the company, Wuhan Rail Transit Construction Co., Ltd. is the holding subsidiary of Wuhan Metro Group Co., Ltd., and its actual controller is Wuhan state owned assets supervision and Administration Commission, which is not related to the company.
Wuhan Diyue town is not included in the consolidated statements of the company. Up to now, there is no guarantee, litigation or arbitration in Wuhan Diyue Town, and the company is not a dishonest executee.
Other shareholders of the company provide commitment documents with guarantee effect according to the proportion of capital contribution, and the company provides counter guarantee.
3、 Opinions of the board of directors
1. This time, the company added the guarantee amount to the joint venture Nanjing lianjinyue Real Estate Development Co., Ltd. and Wuhan Diyue town real estate development Co., Ltd. to support the development of the company’s real estate projects and meet the needs of project development loans and financing.
2. Nanjing Grandjoy Holdings Group Co.Ltd(000031) Holding Group Co., Ltd., a wholly-owned subsidiary of the company, holds 25% of the equity of Nanjing lianjinyue, and COFCO real estate (Wuhan) Co., Ltd., a wholly-owned subsidiary of the company, holds 49% of the equity of Wuhan Diyue town. The company can know the financial status and operational risks of the two joint venture project companies at any time and take timely measures through dispatching management personnel
Measures, the financial risk is within the controllable range of the company. Other shareholders of Nanjing lianjinyue and Wuhan Diyue town respectively provide guarantees with the same conditions or commitment documents with guarantee effect according to the proportion of capital contribution. Guarantee acts are fair and equal.
3. The board of directors of the company believes that this guarantee complies with the company law, the articles of association, the notice on regulating the external guarantee of listed companies and other relevant provisions, and there is no damage to the interests of the company and shareholders. 4、 Opinions of independent directors
The independent directors of the company expressed the following independent opinions on the newly added guarantee amount to the joint venture:
1. The guarantee amount provided this time is to promote the production and operation development of the joint venture and meet the needs of project development loans and financing. The operation status of the guarantee object is normal and the guarantee risk is controllable. The company provides guarantee according to the proportion of capital contribution, and other shareholders of the guarantee object provide guarantee with the same conditions or commitment documents with guarantee effect according to the proportion of capital contribution. The guarantee acts are fair and equal.
2. The decision-making procedure of the company for providing guarantee this time is legal and compliant, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
The independent directors agreed that the company would provide additional guarantee amount to the joint venture Nanjing lianjinyue Real Estate Development Co., Ltd. and Wuhan Diyue town real estate development Co., Ltd., and agreed to submit the matter to the general meeting of shareholders for deliberation.
5、 Accumulated external guarantee quantity and overdue guarantee quantity
As of the disclosure date of this announcement, The guarantee balance of the company and its holding subsidiaries (excluding the guarantee between subsidiaries within the scope of consolidated statements) is 38888675000 yuan, accounting for 211.91% of the company’s audited net assets attributable to shareholders of listed companies as of December 31, 2020 (accounting for 85.20% of the net assets). Among them, the balance of guarantee provided by the company for the holding subsidiary was 31847655000 yuan, accounting for 173.55% of the company’s audited net assets attributable to the shareholders of the listed company as of December 31, 2020 (accounting for 69.77% of net assets). The balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements was 7041.02 million yuan, accounting for 38.37% of the company’s audited net assets attributable to shareholders of listed companies as of December 31, 2020 (accounting for 15.43% of net assets).
The company has no overdue guarantee or guarantee involving litigation.
6、 Documents for future reference
1. Resolution of the 18th meeting of the 10th board of directors.
2. Independent opinions of independent directors on the newly added guarantee amount to the joint venture.
It is hereby announced.
Grandjoy Holdings Group Co.Ltd(000031) board of directors
December 14, 2001
