Securities abbreviation: Tianjin Jinbin Development Co.Ltd(000897) securities code: Tianjin Jinbin Development Co.Ltd(000897) No.: 202205
Tianjin Jinbin Development Co.Ltd(000897) the 7th board of directors
Announcement of resolutions of the second communication conference in 2022
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.
Tianjin Jinbin Development Co.Ltd(000897) (hereinafter referred to as the company and the company) sent the notice of convening the second communication meeting of the seventh board of directors in 2022 by fax or delivery on March 2, 2022, and held the meeting by communication on March 11, 2022. Eight directors attended the meeting. The meeting was in accordance with the provisions of the company law and the articles of association. The following resolutions were formed by joint signing:
1、 Proposal on the proposed cooperative development of TIANJINJIN hongmustard hanging plot 2021037 project;
In view of the complex situation of the current real estate market, in order to improve the company’s project development ability, Tianjin Jinbin Development Co.Ltd(000897) (or the wholly-owned subsidiary of the company, hereinafter referred to as “the company”) plans to jointly develop the Tianjin jinhongmustard hanging plot 2021037 project (hereinafter referred to as “the subject project”) belonging to Tianjin Zhonghai Haixin real estate Co., Ltd. (hereinafter referred to as “the project company” or “Haixin company”) through capital increase and shareholding, combined with providing shareholder loans and financing support.
Haixin company is a new project company established by Beijing Zhonghai Real Estate Co., Ltd. (hereinafter referred to as “Beijing Zhonghai”) in September 2021. Its main business is the special development of Jinhong mustard hanging plot 2021037 project, with a registered capital of 30 million yuan.
The subject project is located in the southeast of the intersection of mustard Garden Road and Fuxing Road in Hongqiao District. Its four ends are: lingdangge road in the East, Xiguan Street in the south, Fuxing Road in the West and Guihua middle school in the north. The transferred land area of the plot is 667264 square meters and the construction area is 181200 square meters. The construction area of residential land in plot C is 59300 square meters; The construction area of residential land in plot D is 109000 square meters (including 1664 square meters of commercial service outlets). Plot a is a cultural activity center with a construction area of 3000 square meters and a nursing home for the elderly with a construction area of 5900 square meters; Plot B is a 4000 square meter kindergarten. The plot needs to be equipped with self-supporting rental housing of no less than 16800 square meters. On September 26, 2021, Beijing Zhonghai obtained the development right of the subject project for 3.466 billion yuan through bidding, auction and listing, and then its wholly-owned subsidiary Haixin company signed the construction land use right transfer contract.
The company’s participation in the cooperative development of Haixin company and the target project is mainly carried out by means of capital increase combined with providing shareholder loans in proportion. At the same time, according to the needs of Haixin company, the company provides guarantee or liquidity support for its financing in proportion to its equity.
Haixin company has disclosed the capital increase in Beijing Equity Exchange. For listing information, please refer to Beijing Equity Exchange (www.cbex. Com. CN.) Disclosed information disclosure page of capital increase project of Tianjin Zhonghai Haixin real estate Co., Ltd.
After the capital increase, Beijing Zhonghai, the former shareholder of Haixin company, holds 34% of the shares, and two newly introduced investors hold 66% of the shares in total, of which investor I holds 34% and investor II holds 32%. After comparison with the qualification conditions of the investor, the company plans to participate in this capital increase in accordance with the proportion of 32% shareholding.
In order to ensure the control of investment, the company will appoint directors, supervisors and senior managers in charge of key business processes such as finance to the project company to control the project company, and require to perform the joint approval authority.
In order to promote the smooth implementation of the project investment, the board of directors deliberated on the first delisting and capital increase related to the cooperative development and some matters related to the subsequent cooperative development on the premise of delisting and capital increase according to the following four sub proposals. If the company can successfully delist and participate in the cooperative development of Haixin company, the company will implement it according to the actual needs and the company’s own situation within the limit authorized by the general meeting of shareholders.
Sub proposal 1: the proposal on capital increase to Tianjin Zhonghai Haixin real estate Co., Ltd. through public delisting was deliberated and adopted by 8 votes in favor, 0 abstentions and 0 against
The company plans to participate in the public listing capital increase of Haixin company, pay the transaction costs related to the capital increase, and bear the loan interest generated by the shareholders of Haixin company’s early borrowings in accordance with the requirements of the listing documents.
The capital increase to Tianjin Zhonghai Haixin real estate Co., Ltd. through public delisting was publicly carried out in Beijing property exchange in accordance with the relevant rules of state-owned asset property rights trading. There is some uncertainty whether the final delisting can be achieved.
Sub proposal 2: the proposal on capital increase to Tianjin Zhonghai Haixin real estate Co., Ltd. was deliberated and adopted with 8 affirmative votes, 0 abstention and 0 negative votes
If the company can successfully realize the public delisting and capital increase of Haixin company, the company will continue to increase the capital of Haixin company according to the equity ratio and under the same conditions, and the proposed capital increase amount shall not exceed 700 million yuan (including the capital increase amount listed for the first time).
This sub proposal must be submitted to the general meeting of shareholders of the company for deliberation. The board of directors requests the general meeting of shareholders to authorize the chairman of the company to handle matters related to capital increase within this limit on the premise of complying with the rules and regulations of the regulatory authorities.
Sub proposal 3: the proposal on providing shareholders’ loans in the same proportion to Tianjin Zhonghai Haixin real estate Co., Ltd. was deliberated and adopted by 8 votes in favor, 0 abstention and 0 opposition
Under the condition that Haixin’s share of the company’s equity increase exceeds RMB 1 billion, it shall be able to provide the company with the same share of the company’s shareholders as Haixin’s share of the company’s equity increase. If Haixin’s share of the company’s equity increase can not be achieved at the same time, it shall be able to bear the same share of the company as Haixin’s other shareholders.
This sub proposal must be submitted to the general meeting of shareholders of the company for deliberation. The board of directors requests the general meeting of shareholders to authorize the chairman of the company to handle matters related to the provision of loans to Haixin company within this limit on the premise of complying with the rules and regulations of the regulatory authorities.
Sub proposal 4: the proposal on providing financing support for Tianjin Zhonghai Haixin real estate Co., Ltd. according to the shareholding ratio was deliberated and adopted by 8 votes in favor, 0 abstentions and 0 against
If the company can successfully realize the public delisting and capital increase of Haixin company, the company will provide guarantee or liquidity support of no more than 800 million yuan according to the equity ratio, depending on the financing needs of Haixin company, and on the premise that other shareholders of the project company undertake corresponding obligations according to their equity ratio at the same time.
This sub proposal must be submitted to the general meeting of shareholders of the company for deliberation. The board of directors requests the general meeting of shareholders to authorize the board of directors to cooperate with financial institutions to perform the corresponding deliberation and disclosure procedures of the board of directors in accordance with the relevant provisions of the external guarantee of listed companies, and will not be submitted to the general meeting of shareholders for deliberation.
2、 The proposal on convening the first extraordinary general meeting of shareholders of the company in 2022 was deliberated and adopted with 8 affirmative votes, 0 abstention votes and 0 negative votes;
The date of this shareholders’ meeting is March 28, 2022.
It is hereby announced.
Tianjin Jinbin Development Co.Ltd(000897)
Board of directors
March 12, 2022
