Jinke Property Group Co.Ltd(000656)
Announcement on the progress of providing guarantees to the company and its holding subsidiaries
Securities abbreviation: Jinke Property Group Co.Ltd(000656) securities code: Jinke Property Group Co.Ltd(000656) Announcement No.: 2022040
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. Special tips:
1. Jinke Property Group Co.Ltd(000656) (hereinafter referred to as “the company”) and the holding subsidiaries within the scope of consolidated statements (hereinafter referred to as “the holding subsidiaries”) guarantee more than 100% of the latest net assets and 50% of the latest net assets of the company for holding subsidiaries with asset liability ratio of more than 70%, As well as the guarantee amount approved for the joint-stock companies outside the consolidated statements exceeds 30% of the net assets of the latest period, which draws investors’ full attention to the guarantee risk.
2. Provide full guarantee for the financing of the company and its wholly-owned subsidiaries; For the financing guarantee of non wholly-owned subsidiaries, the company and its holding subsidiaries shall, in principle, provide guarantee for their financing according to the shareholding ratio of the company and its holding subsidiaries in accordance with the joint venture and cooperation agreement. If, according to the requirements of financial institutions, the company and its holding subsidiaries provide guarantee in excess of the shareholding ratio, in order to further prevent the guarantee risk, after providing the guarantee, other shareholders of the holding subsidiary or the holding subsidiary will be required to provide counter guarantee.
1、 Guarantee overview
1. Chongqing Jinke Junhong Real Estate Development Co., Ltd. (hereinafter referred to as “Jinke Junhong”), the holding subsidiary of the company, accepts the loan of no more than 235 million yuan provided by Bank Of China Limited(601988) Chongqing Yunyang sub branch with a term of 3 years, and the company provides joint and several liability guarantee for it. Chongqing Jinke Kejian Real Estate Co., Ltd. (hereinafter referred to as “Chongqing Jinke Kejian”), the holding subsidiary of the company, provides mortgage guarantee with its legally held real estate. Jinke Junhong provides counter guarantee for the company and Chongqing Jinke Kejian.
The company held the 45th meeting of the 10th board of directors on March 22, 2020. The meeting deliberated and adopted the proposal on increasing the guarantee amount for holding subsidiaries, which was deliberated and approved by the 2019 annual general meeting of shareholders of the company. This time, Jin kejunhong will increase the guarantee without adding the company’s external guarantee limit. For the specific used guarantee limit and available guarantee limit, see attached table 1.
2. Chongqing hanxijie Business Management Co., Ltd. (hereinafter referred to as “Chongqing hanxijie”), the holding subsidiary of the company, and Citic Securities Company Limited(600030) signed a debt disposal agreement. According to the agreement, Chongqing hanxijie, as the transferee, will receive all the subject matter held by Citic Securities Company Limited(600030) under specific circumstances, with the subject amount of about RMB 804150000, In order to guarantee the performance of Chongqing hanxijie’s obligations under the debt disposal agreement in this project, the company provides share pledge guarantee for the performance of this debt, and the company’s holding subsidiary Beijing Jinke Napa Real Estate Co., Ltd. (hereinafter referred to as “Napa real estate”) provides mortgage guarantee for this debt with its legally held real estate.
The company held the 60th meeting of the 10th board of directors on January 13, 2021, which deliberated and approved the proposal on increasing the guarantee amount for the financing of the company and its holding subsidiaries, and the proposal was deliberated and approved by the second extraordinary general meeting of shareholders in 2021. The guarantee provided for Chongqing Hanxi community is within the scope of the guarantee amount approved by the general meeting of shareholders. See Schedule 1 for the specific used guarantee amount and available guarantee amount.
3. The company accepted the loan of RMB 60 million provided by Tianjin pilot free trade zone kairuixin Business Management Co., Ltd. for a period of one year. The holding subsidiary of the company, Chongqing Jinke industrial group Hongjing Real Estate Development Co., Ltd. (hereinafter referred to as “Jinke Hongjing”) provided mortgage guarantee with its real estate.
The company held the 16th meeting of the 11th board of directors on January 12, 2022. The meeting deliberated and approved the proposal on increasing the guarantee amount for the financing of the company and its holding subsidiaries, which was deliberated and approved by the second extraordinary general meeting of shareholders in 2022. The guarantee provided by the holding subsidiary for the company is within the guarantee limit approved by the general meeting of shareholders. See Schedule 1 for the specific used guarantee limit and available guarantee limit. 2、 Basic information of the guaranteed
1. Company name: Chongqing Jinke Junhong Real Estate Development Co., Ltd
Date of establishment: May 2, 2018
Registered address: Building 29, No. 1666, Binjiang East Road, Qinglong Street, Yunyang County, Chongqing
Legal representative: Wang SHENDIAN
Registered capital: 200 million yuan
Main business: real estate development, etc
Relationship with the company: the company holds 60% of its equity and Chongqing Xinrong Industrial Co., Ltd. holds 40% of its equity. The company has no relationship with other shareholders.
Ownership structure:
He Rong, Li Zhen, Chen Hanxin, Wang
Should be
Chongqing Jiujun morning
Cultural tourism development and exchange Co., Ltd
Exhibition Co., Ltd
Jinke Property Group Co.Ltd(000656) Shenzhen Qianhai Jiuxi investment Chongqing Buyu enterprise management
(the company) Development Consulting Co., Ltd
Chongqing Jinke Real Estate Development Co., Ltd. Chongqing Xinrong Industrial Co., Ltd
60% 40%
Chongqing Jinke Junhong Real Estate Development Co., Ltd
By the end of 2020, the subsidiary had total assets of 21028416 million yuan, total liabilities of 19235374 million yuan, net assets of 1793042 million yuan, operating income of 1278844 million yuan, total profit of 4.1496 million yuan and net profit of 6.7289 million yuan in 2020.
By the end of September 2021, the subsidiary had total assets of 37747814 million yuan, total liabilities of 35744193 million yuan and net assets of 2003621 million yuan. From January to September 2021, the subsidiary realized operating income of 1.2091 million yuan, total profit of 28.322 million yuan and net profit of 210578 million yuan.
The subsidiary is not a dishonest executee.
2. Company name: Chongqing hanxijie Business Management Co., Ltd
Date of establishment: October 26, 2020
Registered address: 5-1, No. 8-9, Yuefu Avenue, Beibei District, Chongqing
Legal representative: Chen Changfeng
Registered capital: 1 million yuan
Main business: enterprise headquarters management, etc
Relationship with the company: the company holds 100% of its equity
The subsidiary was newly established in 2020 and has no financial data of the latest year.
By the end of September 2021, the total assets of the subsidiary were 9100 yuan, the total liabilities were 10000 yuan and the net assets were -0900 yuan. From January to September 2021, the subsidiary realized an operating income of 10000 yuan, a total profit of -0900 yuan and a net profit of -0900 yuan.
The subsidiary is not a dishonest executee.
3. Company name: Jinke Property Group Co.Ltd(000656)
Date of establishment: March 29, 1994
Registered address: Zhengjie street, Fusheng Town, Jiangbei District, Chongqing (government building)
Legal representative: Zhou Da
Registered capital: 5339715800 yuan
Main business: real estate development, etc
As of the end of 2020, the total net assets of the company was RMB 1159743 billion, with a total net profit of RMB 12507439 billion and a total net profit of RMB 9.7843 million. As of the end of 2020, the total net assets of the company was RMB 1270439 billion.
By the end of September 2021, the company had total assets of 394370825100 yuan, total liabilities of 315889549400 yuan and net assets of 78481275800 yuan. From January to September 2021, the company realized operating income of 63683363300 yuan, total profit of 7724095800 yuan and net profit of 6075264400 yuan.
The company is not a dishonest person.
3、 Main contents of relevant agreements
(I) the company and its holding subsidiaries provide guarantee for Jinke Junhong
1. Guarantee amount: no more than 350 million yuan.
2. Main debt performance period: 36 months.
3. Guarantee mode I: the company provides joint and several liability guarantee.
4. Guarantee mode II: Chongqing Jinke Kejian provides mortgage guarantee.
5. Guarantee period: three years from the date of expiration of the debt performance period under the main contract.
(II) the company provides guarantee for Chongqing Hanxi community
1. Guarantee amount: no more than 804.15 million yuan.
2. Main debt performance period: from the date of signing the agreement to the date when the creditor notifies the transferee of the assignment.
3. Guarantee method: the company provides share pledge guarantee.
(III) guarantee provided by Jinke Hongjing for the company
1. Guarantee amount: 60 million yuan.
2. Main debt performance period: 12 months.
3. Guarantee method: Jinke Hongjing provides mortgage guarantee with its legally held real estate.
The above guarantee matters are the guarantee provided for the financing needs of the company and its holding subsidiaries, which will not increase the company’s consolidated statements or contingent liabilities, and all the funds raised by the guarantee are used for production and operation, and the risk is controllable; There is no violation of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC.
The company and its holding subsidiaries provide full guarantee for the financing of wholly-owned subsidiaries; For the financing guarantee of non wholly-owned subsidiaries, in principle, the company and its holding subsidiaries and other shareholders provide guarantee according to the equity ratio in accordance with the joint venture cooperation agreement. The holding subsidiary of the company provides super equity ratio guarantee for Jin kejunhong this time, and Jin kejunhong has provided counter guarantee measures for the guarantee of the holding subsidiary of the company. The guarantee provided by the holding subsidiary of the company for the company is to support the development of the company, and the guarantee has been deliberated and approved by the shareholders’ meeting. To sum up, the guaranteed object is the company or the company’s holding subsidiary, the operation is normal, and the company is responsible for the daily operation and management of the holding subsidiary. The funds are controlled by the company, and there is no failure to repay the principal and interest on time. Therefore, the risk of this guarantee is controllable and there is no damage to the interests of the listed company.
5、 Accumulated external guarantees and overdue guarantees
By the end of February 2022, the company and its holding subsidiaries had no overdue guarantee or guarantee involving litigation. The guarantee balance provided by the company to joint-stock companies is 14.275 billion yuan, and the guarantee balance provided to subsidiaries, subsidiaries and subsidiaries to each other is 51.936 billion yuan. The total guarantee balance is 66.211 billion yuan, accounting for 179.33% of the latest audited net assets of the company and 17.37% of the total assets. With the repayment of the loan by the company, its holding subsidiaries and joint-stock companies, the guarantee liability provided by the company or its holding subsidiaries will be automatically relieved. At present, the company, its holding subsidiaries and joint-stock companies operate normally and have sufficient funds. There is no risk of undertaking guarantee liability due to failure to pay the loan on time.
6、 Documents for future reference
1. Resolution of the 45th meeting of the 10th board of directors of the company
2. Resolutions of the 2019 annual general meeting of shareholders of the company;
3. Resolutions of the 60th meeting of the 10th board of directors of the company;
4. Resolutions of the second extraordinary general meeting of shareholders of the company in 2021;
5. Resolutions of the 16th meeting of the 11th board of directors of the company;
6. Resolutions of the second extraordinary general meeting of shareholders of the company in 2022;
7. Relevant contract text. It is hereby announced
Jinke Property Group Co.Ltd(000656) board of directors
March 11, 2002
Schedule 1: review of guaranteed amount and guarantee balance of the guaranteed party
