Jinke Property Group Co.Ltd(000656)
Announcement on the progress of guarantee provided by holding subsidiaries to participating companies
Securities abbreviation: Jinke Property Group Co.Ltd(000656) securities code: Jinke Property Group Co.Ltd(000656) Announcement No.: 2022041
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. In principle, the company and its holding subsidiaries and other shareholders provide guarantee for the financing of participating real estate project companies according to the shareholding ratio of the company in accordance with the joint venture and cooperation agreement. If, according to the requirements of financial institutions, the company and its holding subsidiaries provide guarantees in excess of the company’s shareholding ratio, in order to further prevent guarantee risks, the company will require other shareholders or joint-stock real estate project companies to provide counter guarantees.
1、 Guarantee overview
Dalian Jinheng Yaohui Real Estate Development Co., Ltd. (hereinafter referred to as “Dalian Jinheng Yaohui”), with 507399% equity held by the company, received a loan of 350 million yuan from Chang’an International Trust for a period of two years. Dalian Jinheng Yaohui provided mortgage guarantee with its legally held real estate, Dalian Jinheng Yaoshi Real Estate Development Co., Ltd. (hereinafter referred to as “Dalian Jinheng Yaoshi”), the holding subsidiary of the company, the partners Luke catchinvestmnts limited and Dalian JiuHeng Real Estate Development Co., Ltd. provide pledge guarantee with the equity of Dalian Jinheng Yaohui held by them, Chongqing Jinke Real Estate Development Co., Ltd. (hereinafter referred to as “Chongqing Jinke”), the holding subsidiary of the company, provides joint and several liability guarantee, and the partner is Dalian JiuHeng Real Estate Development Co., Ltd
The company provides counter guarantee to Chongqing Jinke for the guarantee part of the equity proportion of Chongqing Jinke Chao.
The 15th meeting of the 11th board of directors held by the company on December 31, 2021
The proposal on increasing the guarantee amount for some joint-stock real estate project companies was deliberated and adopted, and the proposal was approved
The first extraordinary general meeting of shareholders of the company in 2022 deliberated and approved, in which Dalian Jinheng Yaohui can be guaranteed after deliberation
The amount is 550 million yuan. The amount of guarantee provided to Dalian Jinheng Yaohui this time is within the amount approved by the above proposal
Within the scope of this guarantee, there is no need to submit it to the general meeting of shareholders for deliberation again. The guarantee balance of Dalian Jinheng Yaohui before and after this guarantee
See Table 1 for the amount and available guarantee limit.
Table 1: review of relevant guarantee amount and guarantee balance of the guaranteed company are as follows:
Table of guaranteed amount review and guaranteed balance of the guaranteed party
Unit: 10000 yuan
The guarantor and the guaranteed party can guarantee the guarantee balance before and after the guarantee after the approval. The remaining available guarantee amount and guarantee balance (note) guarantee amount
Chongqing Jinke Dalian Jinheng Yaohui 5500000 – 35 China Vanke Co.Ltd(000002) 000000
Total 5500000 – 35 China Vanke Co.Ltd(000002) 000000
Note: after this guarantee, the guaranteed balance of the guaranteed party shall be subject to the actual capital arrival.
2、 Basic information of the guaranteed
Company name: Dalian Jinheng Yaohui Real Estate Development Co., Ltd
Date of establishment: July 29, 2021
Registered address: room 815, free trade building, Dalian Free Trade Zone, Liaoning Province
Legal representative: Dai Xiaojun
Registered capital: 578 million yuan
Main business: real estate development and operation
Relationship with the company: the company holds 507399% of its equity, luck catch investmnts
Limited holds 48% of its equity. Fusen investment company indirectly holds 0.2601% of its equity, which has been in Dalian for a long time
Heng real estate development Co., Ltd. holds 1% of its equity. The company has no relationship with other shareholders.
Ownership structure:
Jinke Real Estate Group Co., Ltd
(the company)
Chongqing Jinke real estate Beijing Jinke Xingyuan
Development Co., Ltd. Real Estate Co., Ltd
Beijing Jinke Zhanhao Real Estate Co., Ltd. and Fusen Investment Co., Ltd. Zuo Li and Wang Jun (non mainland enterprises)
LUCK CATCHINVESTMNTSLIMITED
99% Dalian Hongkun Industrial Co., Ltd. (non mainland enterprises)
1%
Dalian Jinheng Yaoshi Real Estate Development Co., Ltd. 48% Dalian JiuHeng Real Estate Development Co., Ltd
51% 1%
Dalian Jinheng Yaohui Real Estate Development Co., Ltd
The company was newly established in July 2021 and has no financial data of the latest year.
By the end of September 2021, the company had total assets of 227899000 yuan, total liabilities of 228065900 yuan and net assets of -166900 yuan. From January to September 2021, the company realized operating income of 0 million yuan, total profit of -166900 yuan and net profit of -166900 yuan.
The company has not yet handled the settlement of real estate project delivery.
The company is not a dishonest person.
3、 Main contents of the guarantee agreement
1. Guarantee amount: 350 million yuan.
2. Guarantee period: 2 years.
3. Guarantee method I: Dalian Jinheng Yaohui provides mortgage guarantee with its legally held real estate.
4. Guarantee mode II: Dalian Jinheng Yaoshi provides pledge guarantee by holding the equity of Dalian Jinheng Yaohui. 5. Guarantee method III: Chongqing Jinke provides joint and several liability guarantee.
6. Guarantee period: three years from the date of expiration of the debt performance period under the main contract.
4、 Opinions of the board of directors
The guaranteed object of this time is the company’s joint-stock company. The guarantee provided by the company for the joint-stock company is to meet the requirements of financial institutions and support the operation and development of the joint-stock company, which is conducive to the development and construction of the joint-stock company and in line with the overall interests of the company. The equity pledge guarantee provided by the holding subsidiary of the company to Dalian Jinheng Yaohui financing is the guarantee provided under the same conditions as the equity of the project company held by the company and the partner shareholders respectively. According to the requirements of financial institutions, Chongqing Jinke, the holding subsidiary of the company, provided guarantee for Dalian Jinheng Yaohui exceeding the equity ratio. The company has required other partner shareholders to sign a counter guarantee agreement for Chongqing Jinke. The company has dispatched financial personnel to participate in the financial management of the project company, which can fully ensure the timely repayment of principal and interest, and effectively control and prevent relevant risks. At present, the projects developed by the project company have good prospects, excellent assets and strong solvency. The above guarantee risks of the company are controllable, there is no damage to the interests of listed companies, and there is no violation of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies issued by the CSRC.
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. The 15th meeting of the 11th board of directors of the company;
2. Resolutions of the first extraordinary general meeting of shareholders in 2022;
3. Relevant contract text.
It is hereby announced
Jinke Property Group Co.Ltd(000656) board of directors
March 11, 2002
