Securities code: Konka Group Co.Ltd(000016) , 200016 securities abbreviation: shenkonka a, shenkonka B Announcement No.: 202216 bond Code: 114489, 114524 bond abbreviation: 19 Konka 04, 19 Konka 06
114894, 13 Shandong Tongda Island New Materials Co.Ltd(300321) Konka 01, 21 Konka 02
13304021 Konka 03
About offering to Sichuan Chengrui Real Estate Co., Ltd. according to shareholding ratio
Announcement of financial assistance
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. Konka Group Co.Ltd(000016) (hereinafter referred to as "the company") plans to provide financial assistance to Sichuan Chengrui Real Estate Co., Ltd. (hereinafter referred to as "Sichuan Chengrui company") together with other shareholders according to the shareholding ratio after completing the public listing and transfer of 31% equity of Sichuan Chengrui Real Estate Co., Ltd. (hereinafter referred to as "Sichuan Chengrui company"), of which the amount of financial assistance of the company shall not exceed 150 million yuan and the loan term shall not exceed 3 years, The annualized interest rate of the loan shall not be less than 8%.
2. The board of directors of the company held the 55th meeting of the ninth board of directors on March 4, 2022. The meeting deliberated and adopted the proposal on providing financial assistance according to the shareholding ratio after the listing and transfer of 31% equity of Sichuan Chengrui Real Estate Co., Ltd. The company has 6 directors in total, and 6 directors have actually arrived. The board of directors deliberated and adopted the proposal with 6 votes in favor, 0 against and 0 abstention. According to relevant laws and regulations, this proposal must also be submitted to the general meeting of shareholders of the company for deliberation.
3. As of the date of information disclosure, the actual amount of external financial assistance provided by the company was 1351033 million yuan, accounting for 16.03% of the company's latest audited net assets. There is no overdue situation of external financial assistance.
1、 Overview of external financial assistance
1. In December 2021, Sichuan Chengrui company, a holding subsidiary of the company with 80% shareholding, won the land use right of about 167.67 mu of commercial and residential land in Xinyan community and Shuanglong community, Bicheng street, Bishan district through public auction, Please pay attention to the progress announcement on participating in bidding for land use rights (Announcement No.: 2021104) disclosed by the company on December 14, 2021.
At present, the company is promoting the listing and transfer of 31% equity of Sichuan Chengrui company. After the above share transfer is completed, the proportion of equity held by the company in Sichuan Chengrui company will be changed from 80% to 49%. Up to now, in order to ensure that Sichuan Chengrui company pays the land price, relevant taxes and expenses required for development and construction, the company and other shareholders of Sichuan Chengrui company have provided a total shareholder loan of about 300 million yuan according to the shareholding ratio, of which the loan amount provided by the company according to the equity ratio is about 240 million yuan. After the 31% equity transfer of Sichuan Chengrui company is completed, the company plans to recover the shareholder loan corresponding to 31% equity and continue to provide about 150 million yuan of shareholder loan corresponding to the remaining 49% equity according to the shareholding ratio. Therefore, after completing the listing and transfer of 31% equity of Sichuan Chengrui company, the company plans to provide financial assistance to Sichuan Chengrui company according to the shareholding ratio together with other shareholders. The amount of financial assistance of the company shall not exceed 150 million yuan, the loan term shall not exceed 3 years, and the annualized interest rate of the loan shall not be less than 8%.
2. The financial assistance provided by the company to Sichuan Chengrui company according to the shareholding ratio is mainly used for Sichuan Chengrui company to pay the land price of 167.67 mu of commercial and residential land, relevant taxes and fees required for development and construction, which will not affect the normal business development and capital use of the company, and does not belong to the stock listing rules of Shenzhen Stock Exchange No. 1 self regulatory guidelines for listed companies of Shenzhen Stock Exchange - standardized operation of listed companies on the main board, etc.
3. The board of directors of the company held the 55th meeting of the ninth board of directors on March 4, 2022. The meeting deliberated and adopted the proposal on providing financial assistance according to the shareholding ratio after the listing and transfer of 31% equity of Sichuan Chengrui Real Estate Co., Ltd. Six Directors voted against the proposal and the company passed it with 0 abstention.
According to relevant laws and regulations, this proposal must also be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of financial assistance objects
1. Basic information
Company name: Sichuan Chengrui Real Estate Co., Ltd. Date of establishment: January 29, 2019. Registered address: No. 610, 6 / F, building 1, No. 14, Longjiang Road, Wuhou District, Chengdu, Sichuan Province. Legal representative: Yang saiqing. Registered capital: 25 million yuan. Controlling shareholder: Konka Group Co.Ltd(000016) . Business scope: business scope includes real estate development and operation; Housing construction engineering, highway engineering, water conservancy and Hydropower Engineering, municipal public engineering, electromechanical engineering, steel structure engineering, power engineering, foundation engineering, building decoration engineering, electromechanical installation engineering, fire-fighting facilities engineering, waterproof, anti-corrosion and thermal insulation engineering, bridge engineering, tunnel engineering, earthwork engineering, urban and road lighting engineering, highway pavement engineering Design and construction of highway subgrade engineering, environmental protection engineering, ancient architecture engineering, formwork and scaffold engineering, building curtain wall engineering, landscaping engineering, petrochemical engineering, river and lake regulation engineering, power transmission and transformation engineering, building electromechanical installation engineering, communication engineering, highway traffic engineering, electronics and intellectualization engineering; Construction labor subcontracting; Engineering survey and design; Land consolidation; Engineering management services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Sichuan Chengrui company is mainly responsible for the development and construction of about 167.67 mu of commercial and residential land located in Xinyan community and Shuanglong community, Bicheng street, Bishan district.
2. Financial situation
At present, Sichuan Chengrui company has no income. As of January 31, 2022, the total unaudited assets of Sichuan Chengrui company are 325361300 yuan, the total liabilities are 301836600 yuan, the net assets are 23524700 yuan, the operating income is 0 yuan, and the total profit and net profit are - 1475400 yuan.
In order to ensure that Sichuan Chengrui company pays the land price, relevant taxes and expenses required for development and construction, the company and other shareholders of Sichuan Chengrui company have provided a total shareholder loan of about 300 million yuan according to the shareholding ratio, of which the loan amount provided by the company according to the equity ratio is about 240 million yuan. After the 31% equity transfer of Sichuan Chengrui company is completed, the company plans to recover the shareholder loan corresponding to 31% equity and continue to provide about 150 million yuan of shareholder loan corresponding to the remaining 49% equity according to the shareholding ratio.
3. Ownership structure
The company holds 80% of the equity of Sichuan Chengrui company, Guangdong Wanrun Daoheng Cultural Tourism Development Co., Ltd. holds 20% of the equity of Sichuan Chengrui company, and the actual controller of Guangdong Wanrun Daoheng Cultural Tourism Development Co., Ltd. is Yang Song. Guangdong Wanrun Daoheng Cultural Tourism Development Co., Ltd. has no relationship with the company. After the public listing and transfer of 31% equity of Sichuan Chengrui company is completed, the company and other shareholders of Sichuan Chengrui company will jointly provide financial assistance to Sichuan Chengrui company according to the shareholding ratio and the same conditions. The financial assistance provided by the company to Sichuan Chengrui company according to the shareholding ratio will not harm the interests of the company.
4. Description of association relationship and other information
According to the provisions of the stock listing rules, there is no relationship between Sichuan Chengrui company and the company. Sichuan Chengrui company is not a dishonest person.
3、 Main contents of financial assistance
(I) financial support object: Sichuan Ruicheng company.
(II) amount of financial assistance: after the listing and transfer of 31% equity of Sichuan Chengrui company, the company plans to provide financial assistance to Sichuan Chengrui company according to the shareholding ratio together with other shareholders, of which the amount of financial assistance of the company shall not exceed 150 million yuan.
(III) cost of 67.67 mu of land for commercial and residential development and related taxes.
(IV) term of this financial assistance: the loan term shall not exceed 3 years.
(V) financial assistance interest rate: the annualized interest rate shall not be less than 8%.
(VI) other important terms: other shareholders of Sichuan Chengrui company will also provide financial assistance under the same conditions.
4、 Risk prevention measures
Firstly, the assets of Sichuan Chengrui company are in good condition. The 167.67 Mu commercial and residential land project in Bishan District of Chongqing is expected to generate good investment income. Therefore, Sichuan Chengrui company has the corresponding performance ability. Secondly, the financial assistance provided this time is carried out without affecting the normal operation of the company, and other shareholders will provide financial assistance with the same conditions to Sichuan Chengrui company according to their shareholding ratio. To sum up, the financial assistance provided to Sichuan Chengrui company according to the shareholding ratio is of controllable risk and will not harm the interests of the company. 5、 Opinions of the board of directors
The financial assistance provided to Sichuan Chengrui company according to the shareholding ratio is mainly to ensure that Sichuan Chengrui company pays the land price, relevant taxes and fees required for development and construction. The company has comprehensively evaluated the asset status and debt repayment ability of Sichuan Chengrui company. Sichuan Chengrui company has the ability to repay the financial assistance, and the risk of this financial assistance is controllable. At the same time, other shareholders will provide financial assistance with the same conditions to Sichuan Chengrui company according to the shareholding ratio. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The board of directors agrees to this financial assistance.
6、 Opinions of independent directors
After the listing and transfer of 31% equity of Sichuan Chengrui company, the company and other shareholders provide financial assistance to Sichuan Chengrui company according to the shareholding ratio. It is determined based on the comprehensive evaluation of the company's asset status and debt repayment ability. IV. Sichuan Chengrui company has the ability to repay the financial assistance. Independent directors believe that the overall risk of financial assistance provided by the company to them is controllable, will not affect the normal operation of the company, is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. At the same time, the necessary procedures have been fulfilled. The independent directors agree with the voting results of the board of directors of the company.
7、 The company's accumulated amount of external loans and overdue uncollected amount
As of the date of information disclosure, the actual amount of external financial assistance provided by the company was 1351033 million yuan, accounting for 16.03% of the company's latest audited net assets. There is no overdue situation of external financial assistance.
8、 Documents for future reference
1. Resolutions of the 55th meeting of the ninth board of directors;
2. Opinions of independent directors.
It is hereby announced.
Konka Group Co.Ltd(000016)
Board of directors
March 4, 2002
