Securities code: Shenzhen Grandland Group Co.Ltd(002482) securities abbreviation: Shenzhen Grandland Group Co.Ltd(002482) Announcement No.: 2022012 Shenzhen Grandland Group Co.Ltd(002482)
Announcement on assignment of creditor’s rights and related party transactions
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、 Basic information of related party transactions
(I) overview of this connected transaction
In order to improve the asset liquidity of Shenzhen Grandland Group Co.Ltd(002482) (hereinafter referred to as “the company”, Shenzhen Grandland Group Co.Ltd(002482) ) and reduce the scale of the company’s liabilities, the company and Guangtian Holding Group Co., Ltd. (hereinafter referred to as “Guangtian holding”) have reached the creditor’s rights transfer agreement, It is proposed to transfer a total of 1280520700 yuan of the creditor’s rights of commercial acceptance bills issued by Evergrande Group Co., Ltd. (hereinafter referred to as “Evergrande group”) and its affiliated companies, which are expected to be paid and not due, to Guangtian holding to offset the principal and corresponding interest of 640260000 yuan borrowed by the company from Guangtian holding. Guangtian holding is the controlling shareholder of the company and an affiliated legal person of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), this transaction constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies. (II) review procedure
The company held the 9th meeting of the 5th board of directors on March 4, 2022. The proposal on creditor’s rights transfer and connected transactions was considered and adopted by 7 votes in favor, 0 against, 0 abstention and 2 votes in avoidance of voting. Two connected directors avoided voting on the proposal, and the independent directors expressed their prior approval opinions and agreed independent opinions on the matter. The company held the 9th meeting of the 5th board of supervisors on March 4, 2022, and considered and adopted the proposal on creditor’s rights transfer and related party transactions with 3 affirmative votes, 0 negative votes and 0 abstention votes. In accordance with the relevant provisions of the stock listing rules and the Shenzhen Grandland Group Co.Ltd(002482) articles of Association (hereinafter referred to as the “articles of association”), the related party transaction still needs to be submitted to the general meeting of shareholders for deliberation. At that time, the related shareholders who have an interest in the related party transaction will avoid voting. In order to improve the efficiency of decision-making, the board of directors of the company requested the general meeting of shareholders to authorize the management of the company to handle specific matters related to the transfer of creditor’s rights.
2、 Basic information of related parties
1. Company name: Guangtian Holding Group Co., Ltd
2. Unified social credit Code: 91440 Wuxi Hodgen Technology Co.Ltd(300279) 415894l
3. Legal representative: ye Yuanxi
4. Date of establishment: January 9, 1993
5. Address: No. 2098, Shennan East Road, Luohu District, Shenzhen
6. Registered capital: 1000000 yuan
7. Business scope: investment management, asset management, investment consulting and enterprise management consulting (the above items do not include items prohibited by laws, administrative regulations and decisions of the State Council and required to be approved); Engage in guarantee business; Specific investment projects will be declared separately; China’s trade (excluding monopoly, exclusive control and monopoly commodities); Engage in real estate development and operation on the land with legal use right; estate management; Real estate brokerage; Real estate information consultation; Own property lease.
8. Shareholders: Mr. Ye Yuanxi, the actual controller of the company, directly holds 0.8% equity of Guangtian holdings, indirectly holds 99% equity of Guangtian holdings through Shenzhen Hunter Industrial Co., Ltd., Mr. Ye Jiaming directly holds 0.1% equity of Guangtian holdings, and Mr. Ye Jiale directly holds 0.1% equity of Guangtian holdings.
9. Financial data:
As of December 31, 2020, Guangtian holdings had total assets of 48834408800 yuan and net assets of 17822376300 yuan. From January to December 2020, it realized operating income of 15334169300 yuan and net profit of 483126800 yuan. As of September 30, 2021, Guangtian holdings had a total capital of 43492332500 yuan and a net asset of 18430213800 yuan. From January to September, 2021, it realized an operating revenue of 710322900 yuan and a net profit of 1207628500 yuan (the above data are Unaudited).
10. Related party relationship: Guangtian holding is the controlling shareholder of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a related party transaction.
11. Others: upon inquiry, Guangtian holdings is not a dishonest executee, and it exists and operates normally in accordance with the law. 3、 Main contents of the creditor’s rights transfer agreement
Party A: Guangtian Holding Group Co., Ltd
Party B: Shenzhen Grandland Group Co.Ltd(002482)
Whereas: Party B holds the creditor’s rights of commercial acceptance bills issued by Evergrande Group Co., Ltd. (hereinafter referred to as “Evergrande group”) and its affiliates. Now, in order to improve its own capital liquidity, resolve the debt overdue risk between Party B and Evergrande group and reduce the debt scale of Party B, Party B plans to transfer part of the creditor’s rights of Evergrande group’s commercial acceptance bill to Party A, and Party A agrees to accept it.
On the basis of equality and voluntariness and through consensus, both parties have reached the following terms on the transfer of creditor’s rights, which are hereby observed by both parties.
(I) subject matter, price and payment of transferred creditor’s rights
1. The amount of project funds receivable corresponding to the creditor’s rights of commercial acceptance bills issued by Evergrande group and its affiliated companies held by Party B is 1280520700 yuan (hereinafter referred to as the target creditor’s rights).
2. With reference to the assets appraisal report szqhpbz (2022) No. 12 issued by Shenzhen zhongqihua Land Real Estate Assets Appraisal Co., Ltd., Party A and Party B agree that the target creditor’s rights held by Party B shall be transferred to Party A at the price of 640.26 million yuan.
3. The transfer amount of 640.26 million yuan payable by Party A to Party B is offset by the loan of 640.26 million yuan provided by Party A to Party B. after offset, it is deemed that Party A has paid the corresponding transfer amount to Party B, and Party B does not need to repay the loan of 640.26 million yuan to Party A.
(II) assignment of creditor’s rights and related arrangements
1. From the date of signing and coming into force of this agreement, Party A shall become the owner of the target creditor’s right and enjoy all the rights and interests of Party B’s creditor and its subsidiary security interests, including but not limited to:
(1) Obtain all rights and benefits to request the debtor to pay off the creditor’s rights based on the target creditor’s rights, including but not limited to the right to request the debtor to pay the amount of creditor’s rights and the right to require the debtor to pay the amount of creditor’s rights, interest, default interest, compound interest, overdue fine, damages, liquidated damages, etc. due to its delay in payment;
(2) The right to reach a deferred payment agreement with the debtor, or make other concessions, waivers, concessions or compromises, or reach a settlement with the debtor;
(3) Obtain the rights or interests arising under the subsidiary security interests related to the target creditor’s rights, including but not limited to the right to require the payment guarantor to perform its commitment obligations and to require it to bear the liability for breach of contract due to its delay in performance;
(4) According to the basic transaction contract and / or other creditor’s right confirmation and commitment performance documents issued by the debtor and payment guarantor, the right to take all legal measures to require them to perform their payment or other agreed obligations, including but not limited to the right to sue, arbitration or other legal proceedings against the debtor and payment guarantor;
(5) In case of bankruptcy, liquidation, insolvency, debt restructuring or other similar debt crisis of the debtor and payment guarantor, the creditor has the right to declare creditor’s rights, participate in liquidation or other similar procedures in accordance with applicable laws;
(6) In view of the fact that the transferee of overdue commercial tickets has no right of recourse, the overdue commercial tickets transferred by Party A this time shall not be transferred before the expiration of its commitment period;
(7) All other rights and interests related to the target creditor’s rights enjoyed by Party B under the basic transaction contract, including but not limited to the collection of project funds, the priority of project funds, etc;
(8) After this agreement takes effect and Party A receives the commercial acceptance bill, if the total amount of transferred creditor’s rights actually obtained by Party A from the debtor or a third party in cash or assets or other benefits exceeds 50% of the total target creditor’s rights (the amount of project funds receivable corresponding to the creditor’s rights of commercial acceptance bill issued by Evergrande group and its affiliated companies held by Party B is 1280520700 yuan), The excess part shall be returned to Party B in full after Party A deducts 6% of the annualized cost.
2. Party B shall, at the request of Party A, send a notice of assignment of creditor’s rights to the debtor and / or payment guarantor after this agreement takes effect, notify the debtor and / or payment guarantor of the assignment of the target creditor’s rights from Party B to Party A, and inform the debtor and / or payment guarantor to pay the relevant funds to the bank account designated by Party A.
After this Agreement comes into effect, if the transfer of creditor’s rights enters the litigation or execution procedure, Party A and Party B shall jointly handle the change registration of the plaintiff or execution applicant with the people’s court or arbitration institution with jurisdiction, and change the plaintiff or execution applicant from Party B to Party A.
If the change of the creditor (plaintiff and execution applicant) cannot be completed, the subject matter of the transferred creditor’s right shall still be enjoyed by Party B in name. However, the actual right to transfer the subject matter of creditor’s rights shall be enjoyed by Party A. All proceeds obtained by Party B from the exercise of creditor’s rights and rights shall belong to Party A. the proceeds obtained by Party B shall be delivered to Party A in full, and the proceeds shall not be concealed or withheld for any reason.
(III) representations and warranties
1. Representations and warranties of Party A
(1) Party A has complete and independent legal status and legal capacity to sign and perform this agreement.
(2) Party A’s signing this Agreement and performing its obligations under this agreement will not violate any relevant laws, regulations and government orders, nor conflict with the contract or agreement to which it is a party or binding on its assets.
2. Representations and warranties of Party B
(1) The target creditor’s right transferred by Party B is based on the real transaction background and is legal and effective.
(2) From the date of signing this agreement, Party A enjoys all the rights and interests of the target creditor’s rights, including but not limited to the principal rights and interests of the creditor’s rights, interest rights and interests, liquidated damages rights and interests, damage compensation rights, priority of project payment and / or security interests, and Party A has the full right to dispose of the target creditor’s rights, including but not limited to the transfer of all or part of the creditor’s rights or the right to benefit from the creditor’s rights Establish pledge and other security interests with creditor’s rights. Party B shall not dispose of the creditor’s rights transferred to Party A under this contract in any form or set any right burden on it.
(3) From the date of signing this agreement, if Party B continues to receive any funds or repayment property under the target creditor’s rights paid by the debtor and / or the payment guarantor or other third parties (if any), they shall belong to Party A and belong to Party A’s property, and Party B shall immediately notify Party A. Party B shall transfer the funds equal to the recovered funds of such target creditor’s rights to the bank account designated by Party A within five working days after receiving the recovered funds under the target creditor’s rights at the latest.
(4) After this agreement takes effect, Party B shall hand over to Party A the originals of various supporting documents and materials related to the subject matter of transfer.
(5) When Party A exercises the rights or interests related to the target creditor’s rights, if Party B needs to cooperate with relevant management and execution, such as account collection, claim, arbitration, litigation or other legal actions against the debtor, payment guarantor or other third parties, Party B shall fully cooperate.
(IV) liability for breach of contract
If one party violates its representations, warranties, commitments or other obligations made in this agreement, causing the other party to suffer or incur damages, losses and other liabilities, the breaching party shall compensate the observant party for all losses.
(V) application of law and dispute resolution
1. The conclusion, validity, interpretation and performance of this Agreement shall be governed by the laws of the people’s Republic of China.
2. In case of any dispute between both parties over the performance of this agreement, it shall be settled through negotiation. If no settlement can be reached through negotiation, either party may submit it to Shenzhen International Arbitration Court for arbitration.
(VI) others
1. This agreement is made in quadruplicate, with each party holding two copies, which have the same legal effect.
2. In case of any matters not covered, both parties can sign a supplementary agreement.
3. This Agreement shall come into force after being signed and sealed by both parties and performing necessary decision-making and approval.
4、 Pricing policy and basis of related party transactions
According to the asset appraisal report of overdue and undue commercial acceptance bills issued and accepted by companies affiliated to Evergrande group involved in Shenzhen Grandland Group Co.Ltd(002482) proposed asset transfer issued by Shenzhen zhongqihua land and Real Estate Asset Appraisal Co., Ltd. (hereinafter referred to as “zhongqihua”) with securities qualification (szqihua pingbao Zi (2022) No. 12), As for the market value of the notes receivable declared by Shenzhen Grandland Group Co.Ltd(002482) company, China enterprise China adopted the market method and took January 31, 2022 as the appraisal base date. The book value of the notes receivable declared on Shenzhen Grandland Group Co.Ltd(002482) appraisal base date was 1280520700 yuan and the appraisal value was 640260300 yuan.
Based on the conclusion of the above appraisal report, the company and Guangtian holding confirmed through consultation that Guangtian holding’s transferee company held 1280520700 yuan of overdue and undue commercial acceptance bills issued and accepted by companies affiliated to Evergrande group, which was used to offset the 640260000 yuan loan provided by Guangtian holding to the company. The above-mentioned transfer of creditor’s rights is conducive to the company to solve the pressure of debt repayment. The pricing of the transaction price is fair and reasonable, with standardized procedures, in line with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and all shareholders.
5、 Other arrangements involving connected transactions
This related party transaction does not involve personnel resettlement, land leasing and other arrangements. After the completion of this related party transaction, it will further optimize the company’s asset structure and improve the company’s cash flow situation.
6、 Purpose and impact of related party transactions on the company
1. The transfer of the creditor’s rights of commercial acceptance bills expected to be paid and not due to Guangtian holdings is conducive to reducing the financing cost of the company, reducing the management cost and collection cost of relevant creditor’s rights of the company, further optimizing the asset structure of the company, contributing to the overall development of the company and in line with the interests of the company and all shareholders.
2. The smooth implementation of this creditor’s rights transfer can eliminate the recovery risk of the company’s corresponding creditor’s rights, and will not have a significant impact on the company’s independence, nor on the company’s financial status and operating results. The specific amount affected shall be subject to the specific implementation progress of the above-mentioned debt transfer and the audit confirmation of the accounting firm. 7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of 2022 to the date of disclosure of this announcement, the cumulative transaction amount between the company and Guangtian Holdings (including other related parties controlled by the same subject or controlled by each other) is 1802997 million yuan.
8、 Opinions of the board of directors
In order to improve the liquidity of the company’s assets and reduce the scale of the company’s liabilities, the board of directors agreed that the company and Guangtian holdings signed the debt transfer agreement to transfer the Evergrande group and
