6 Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) 022 first extraordinary general meeting of shareholders
Meeting materials
2022.3.21
The first extraordinary general meeting of shareholders in 2022
Proposal on providing external financial assistance
Dear shareholders
1、 Transaction overview
1. Some projects of the company are jointly developed by the project company established by the company and its partners. In view of the long development cycle of real estate projects, in order to improve the use efficiency of funds and protect the economic interests of all partners, after the cooperative projects obtain the pre-sale funds, the project company will fully guarantee the funds required for the subsequent operation and construction of the project, The surplus funds provide financial assistance to shareholders in proportion to their equity.
In order to improve the implementation efficiency of the above matters, the following project companies are agreed to provide financial assistance to the partner shareholders according to the equity ratio. The total amount of financial assistance shall not exceed 2970 million yuan. The funding period shall be before December 31, 2024, and the annual interest rate shall not exceed 6%. The specific amount is expected to be as follows:
Name of the project company equity ratio of the cooperation project amount of financial assistance provided to the partner (100 million yuan)
Shanghai Zhonghan real estate has blue international phase II 65% 35% 8
Limited company
Shanghai Xinhu real estate Xinhu Pearl City Phase III 63% 37% 19
Bid IV of China Development Co., Ltd
Nantong Qiyang construction Kaihai Pearl City 50% 50% 1
Development Co., Ltd
Yueqing Xinhu joint Jinxi garden 65% 35% 1.5
Industry Co., Ltd
Wenling Jinhui real estate has Jiulong Chunxiao 51% 49% 0.2
Limited company
2. The company did not use idle raised funds to supplement working capital within 12 months before providing financial assistance this time.
This transaction does not constitute a connected transaction, nor does it belong to the situation where financial assistance is prohibited by the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the Listing Rules).
2、 Basic information of the financial sponsor
(I) Greentown Real Estate Group Co., Ltd. (hereinafter referred to as "Greentown real estate")
Greentown real estate is the partner of the company's Qinglan international phase II, Xinhu Mingzhu City Phase III bid IV and offshore Mingzhu city projects. It directly holds 33.95% and 34.65% of the shares of the company's holding subsidiaries Shanghai Zhonghan Real Estate Co., Ltd. and Shanghai Xinhu Real Estate Development Co., Ltd., and indirectly holds 50% of the shares of Nantong Qiyang construction and Development Co., Ltd.
Greentown real estate was established on January 6, 1995 with a registered capital of 10 billion yuan. Its legal representative is Zhang Yadong. Its registered address is A10 floor, Huanglong Century Plaza, No. 1 Hangda Road, Hangzhou, Zhejiang Province. Its business scope: real estate development, operation and management (subject to the approval of the industrial and commercial registration authority). The operation of Greentown real estate is normal. The financial indicators of the latest period (the end of September 2021 / the first three quarters of 2021) are as follows:
Unit: 100 million yuan
Total assets net assets operating income net profit
5,082.41 825.09 375.93 39.89
(II) Shanghai Zhitao Real Estate Co., Ltd. (hereinafter referred to as "Zhitao real estate")
Zhitao real estate is the partner of the company's Qinglan international phase II project and holds 1.05% equity of the company's holding subsidiary Shanghai Zhonghan Real Estate Co., Ltd.
Zhitao real estate was established on March 5, 2020, with a registered capital of 155212 million yuan, legal representative Lai Shengchang, registered address: room 347, No. 1157, Hongqiao Road, Changning District, Shanghai, business scope: licensed project: real estate development and operation; General items: real estate marketing planning, self owned house leasing, property management.
Zhitao real estate's operation is normal. The financial indicators of the latest period (the end of September 2021 / the first three quarters of 2021) are as follows:
Unit: 10000 yuan
Total assets net assets operating income net profit
1,554.62 1,551.82 0 0.23
(III) Shanghai Zhiyao Real Estate Co., Ltd. (hereinafter referred to as "Zhiyao real estate")
Zhiyao real estate is the partner of the company's new Lake Pearl City Phase III bid IV Project and holds 0.35% equity of the company's holding subsidiary Shanghai new Lake Real Estate Development Co., Ltd.
Zhiyao real estate was established on August 7, 2019, with a registered capital of 5.5 million yuan and legal representative Lai Shengchang. Its registered address is room 317, No. 1157, Hongqiao Road, Changning District, Shanghai. Its business scope includes real estate development and operation, real estate marketing planning, self owned house leasing and property management. The operation of Zhiyao real estate is normal. The financial indicators of the latest period (the end of September 2021 / the first three quarters of 2021) are as follows:
Unit: 10000 yuan
Total assets net assets operating income net profit
55,005.74 -10.41 0 3.58
(IV) Hangzhou real estate joint development Co., Ltd. (hereinafter referred to as "Hangzhou joint") is the partner of Jinxi garden project of Hangzhou joint company, holding 35% equity of Yueqing Xinhu joint real estate Co., Ltd., the holding subsidiary of the company.
Hangzhou United was founded on October 23, 1992 with a registered capital of 200 million yuan and legal representative Hu Yingxiang. Its registered address is 8 / F, No. 486, Qingtai street, Shangcheng District, Hangzhou. Its business scope: real estate development, operation (level III) and consulting.
Services: house rental, house demolition, indoor and outdoor decoration project contracting.
The joint operation of Hangzhou is normal, and the financial indicators of the latest period (the end of September 2021 / the first three quarters of 2021) are as follows:
Unit: 100 million yuan
Total assets net assets operating income net profit
15.42 10.32 2.63 0.49
(V) Hangzhou Binjiang Real Estate Group Co.Ltd(002244) (hereinafter referred to as " Hangzhou Binjiang Real Estate Group Co.Ltd(002244) ) Hangzhou Binjiang Real Estate Group Co.Ltd(002244) is the partner of Jiulong Chunxiao project of the company and holds 49% equity of Wenling Jinhui Real Estate Co., Ltd., the holding subsidiary of the company.
Hangzhou Binjiang Real Estate Group Co.Ltd(002244) was established on August 22, 1996, with a registered capital of 311144389 yuan, legal representative Qi Jinxing, registered address: No. 38, Qingchun East Road, Hangzhou, business scope: real estate development, housing construction, commercial housing sales, water and electricity installation, indoor and outdoor decoration.
Hangzhou Binjiang Real Estate Group Co.Ltd(002244) operating conditions are normal. The financial indicators of the latest period (end of September 2021 / first three quarters of 2021) are as follows:
Unit: 100 million yuan
Total assets net assets operating income net profit
198837 309.45 244.36 22.70
The above partners are neither dishonest Executees nor affiliated persons of the company.
3、 Financial aid risk prevention measures
1. Amount of financial assistance: after deducting the funds required for project construction and the financing funds to be returned from the account funds of the cooperation project, the project company will provide financial assistance within the scope of the surplus funds; The amount of equity provided by the partner in the project is calculated according to the upper limit of the financial support.
2. Guarantee of financial assistance: the project company, the company and the partners will clearly agree that the obligation to return the financial assistance funds shall be guaranteed by the recipient of financial assistance or other third parties. 3. Repayment of financial assistance: if the project company has a capital gap due to additional investment in the subsequent operation process, the company and the partner will repay the loan and make up the capital in time according to the equity ratio; When the profit of the project is completed, the amount of financial assistance that has been invoked and unpaid by the partners in advance is deducted.
The above measures will make the risk of this financial assistance controllable.
4、 Opinions of the board of directors
The financial assistance provided by the project company to the partners is in line with the operation practices of real estate projects, which is conducive to improving the fund use efficiency of the project company and ensuring the economic interests of all partners. The subsidized object has normal operation, good credit and repayment ability, and the company has taken a number of risk prevention measures. This financial subsidy will not damage the interests of the company and shareholders, and will not have a significant impact on the daily operation of the company.
5、 Independent opinions of independent directors on this financial assistance
After reviewing the proposal on providing external financial assistance at the fifth meeting of the 11th board of directors, the independent directors of the company issued the following independent opinions:
On the premise of fully ensuring the funds required for the follow-up operation and construction of the project, the project company provides financial assistance to the partners according to the proportion of equity, which is conducive to improving the efficiency of fund use, better protecting the economic interests of all parties to the cooperation, and is also conducive to the cooperation between both parties, without damaging the interests of the company and shareholders and having a significant impact on the daily operation of the company.
The scope of financial assistance provided this time is not prohibited by the listing rules; When the board of directors deliberated the proposal, the voting procedures were in line with the provisions of the company law, listing rules, etc.
The proposal to provide financial assistance is reasonable and necessary. We agree to the above proposal and submit it to the general meeting of shareholders of the company for deliberation.
Please consider the above proposal.
Xinhu Zhongbao Co.Ltd(600208) March 21, 2022
The first extraordinary general meeting of shareholders in 2022
Proposal on providing guarantee for subsidiaries
Dear shareholders
1、 Overview of guarantee
According to the needs of the company's business development, the company plans to provide guarantees for its subsidiaries, of which the guarantee balance for holding subsidiaries (including holding subsidiaries and holding subsidiaries) shall not exceed 24 billion yuan, and the guarantee balance for associated companies and joint ventures shall not exceed 4 billion yuan. Term of guarantee: the financing contract signed before the 2022 annual general meeting of shareholders.
2、 Basic information of the guaranteed
1. The guarantee for holding subsidiaries (including holding subsidiaries to holding subsidiaries) involves the following companies. The specific conditions and quota distribution are as follows:
Registered capital of full injection business of sequence subsidiary (10000 insured amount, known as book nature yuan) business scope (10000 land yuan)
Financial information consulting service (excluding financial industry)
Accepting the entrustment of financial institutions to engage in financial
Zhejiang Xinhu financial information technology outsourcing, financial business process outsourcing
1 financial information Hangzhou information 10000000 financial knowledge process outsourcing, investment management, 70000 investment services, limited state consulting, enterprise management consulting, economic information
Company service consulting, business information consulting, computer technology
Technology development, technical consultation and technical cooperation in the field
Technical services.
Zhejiang Zhixin Technology
