Securities code: Tianjin Guangyu Development Co.Ltd(000537) securities abbreviation: Tianjin Guangyu Development Co.Ltd(000537) Announcement No.: 2022023
Tianjin Guangyu Development Co.Ltd(000537)
Announcement on terminating the custody contract of real estate projects
The company and all members of the board of directors guarantee that the contents of information disclosure are true, accurate and complete without false records
Contains, misleading statements or material omissions.
Before asset replacement, in order to solve the problem of horizontal competition in real estate, Tianjin Guangyu Development Co.Ltd(000537) (below)
Hereinafter referred to as “the company” or ” Tianjin Guangyu Development Co.Ltd(000537) “) and the indirect controlling shareholder China lvfa Investment Group Co., Ltd. (hereinafter referred to as “the company”)
Hereinafter referred to as “China green development”), the controlling shareholder Luneng Group Co., Ltd. (hereinafter referred to as “Luneng Group”), Guan
Signed by the associated party Ducheng Weiye Group Co., Ltd. (hereinafter referred to as “Ducheng Weiye”) (hereinafter collectively referred to as “related parties”)
Signed the entrusted operation and management contract or equity entrusted management contract (hereinafter referred to as the “custody contract”).
The company accepts the entrustment of related parties to manage the relevant real estate projects, and pays RMB 1 million per year for each entrusted unit
The entrusted management fee shall be charged according to the standard of. With the full completion of the company’s major asset replacement, the company and related parties
The existing problems of horizontal competition in real estate business have been fundamentally solved, and the relevant custody contracts have lost their foundation and need to be improved
The specific circumstances are as follows:
1、 Basic information of custody contract
Up to now, the company has signed 12 currently effective entrusted operation and management contracts with related parties
The contract amount is 39.07 million yuan and the entrusted management right is 1.22 million yuan. The details are as follows:
S / N contract name contract term escrow fee / total escrow fee year (RMB 10000)
1. Equity entrustment management contract of China lvfa and Hainan Yilong Urban Construction Investment Co., Ltd. from July 6, 2021 to April 23, 2022100 81.11
2 Luneng group and Nanjing Fangshan Real Estate Co., Ltd. from July 6, 2021 to June 25, 2022100 98.61
3. Entrusted management of Luneng group and Zhengzhou Luneng Real Estate Co., Ltd. from July 6, 2021 to June 25, 2024100 298.89
4. Contract management Luneng group and Suzhou Luneng Real Estate Co., Ltd. from July 6, 2021 to June 25, 2026100 498.61
5 Luneng Group, Beijing Shunyi New City Construction and Development Co., Ltd., July 6, 2021-september 26, 2022100 124.44
S / N contract name contract term escrow fee / total escrow fee year (RMB 10000)
Luneng Yingda Group Co., Ltd
6 capital Weiye and Beijing Haigang Real Estate Development Co., Ltd. from October 15, 2020 to October 14, 2023100 301.39
7 Luneng group and Hainan Sanya Bay New City Development Co., Ltd. from June 24, 2020 to June 23, 2023100 301.39
8 Luneng Group, Dalian Hainan Shennong Technology Co.Ltd(300189) Co., Ltd. April 24, 2019-april 23, 2022100 300.00
9 Luneng group and Hainan Yingda Real Estate Development Co., Ltd. from April 24, 2019 to April 23, 2022100 300.00
10 Ducheng Weiye, Beijing Beijing Originwater Technology Co.Ltd(300070) Real Estate Development Co., Ltd. April 24, 2019-april 23, 2022100 300.00
11 Ducheng Weiye and Tianjin Luneng Real Estate Co., Ltd. April 24, 2019-april 23, 2022100 300.00
12 Luneng group and Hainan Yingbin Island Real Estate Co., Ltd. from November 12, 2021 to November 11, 2026100 501.39
13 Luneng group and Hainan Yongqing Ecological Culture Tourism Co., Ltd. from November 12, 2021 to November 11, 2026100 501.39
Total — 390722
2、 Reasons for termination of custody contract
Through major asset replacement, the company has disposed of all its real estate business and changed its main business to new business
Energy generation. Relevant commitments and basis made by the company’s related parties in the early stage on avoiding horizontal competition in the real estate industry
The premise has changed. At present, the company no longer forms a horizontal competitive relationship with related parties and their subordinate real estate units,
The relevant custody agreements signed to solve the problem of horizontal competition in the real estate industry have lost their foundation for existence and the possibility of continued performance
significance.
3、 Main contents of termination agreement
(I) main contents
1. All parties agree to terminate the custody contract. From the effective date of the termination agreement, all parties shall be based on the custody contract
All rights and obligations of the have been terminated and are no longer binding on all parties.
The related party shall pay the corresponding fees within 2 working days after the termination of this agreement. The above expenses are settled
After settlement, all creditor’s rights and debts arising from the duration and termination of the custody contract shall be settled by all parties, and each party shall
Neither party shall have any outstanding obligations to each other.
(II) effective time
This Agreement shall be established and come into force as of the date when it is signed and sealed by all parties.
4、 Impact on the company
The termination of the custody contract between the company and related parties is based on the comprehensive solution of the problem of horizontal competition,
Comply with laws and regulations and the provisions of the original custody contract, and will not damage the legitimate rights and interests of the company and the majority of investors.
5、 Opinions of the board of directors
At the 21st Meeting of the 10th board of directors held on February 28, 2022, the non affiliated directors deliberated and adopted the proposal on terminating the custody contract of real estate projects with 7 affirmative votes, 0 negative votes and 0 abstention votes. For details, the company disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement on the resolution of the 21st Meeting of the 10th board of directors (Announcement No.: 2022022).
6、 Prior approval and independent opinions of independent directors
1. Prior approval
This time, the company and related parties cancel the custody contract of relevant real estate projects and sign the relevant cancellation agreement. The matters comply with the provisions of relevant laws, regulations and other normative documents and the provisions of the original custody contract, which is conducive to the comprehensive solution of the problem of horizontal competition in real estate and will not damage the legitimate rights and interests of the company and the majority of investors. Meanwhile, Mr. Cai Hongjun and Mr. Wang Xiaocheng, the company’s affiliated directors, need to avoid voting.
Therefore, we agree to the above matters and submit them to the 21st Meeting of the 10th board of directors for deliberation.
2. Independent opinion
This time, the company and related parties have terminated the custody contract of relevant real estate projects, and signed the relevant termination agreement. The matters comply with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and the articles of association. The decision-making process is legal and effective, and will not damage the legitimate rights and interests of the company and the majority of investors. Mr. Cai Hongjun and Mr. Wang Xiaocheng, affiliated directors of the company, avoided voting according to law.
Therefore, we agree with the resolution of the 21st Meeting of the 10th board of directors of the company to consider and adopt the proposal on terminating the custody contract of real estate projects.
It is hereby announced.
Tianjin Guangyu Development Co.Ltd(000537) board of directors
March 1, 2022
