Jinke Property Group Co.Ltd(000656)
Announcement on increasing the guarantee amount for some joint-stock real estate project companies
Securities abbreviation: Jinke Property Group Co.Ltd(000656) securities code: 000656 Announcement No.: 2022-002 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 its holding subsidiaries (hereinafter referred to as the “holding subsidiaries”) within the scope of consolidated statements, the total amount of external guarantee exceeds 100% of the latest net assets, and the amount of guarantee to the holding subsidiaries with asset liability ratio exceeding 70% exceeds 50% of the latest net assets of the company, As well as the guarantee amount approved for the participating companies outside the consolidated statements exceeds 30% of the net assets of the latest period, and investors are reminded to pay full attention to the guarantee risk.
2. The guarantee amount of the holding subsidiary to the participating real estate project company approved in this review is the expected guarantee amount, and whether to implement it will be decided according to the financing of the participating real estate project company. In principle, the holding subsidiary of the company and other shareholders provide guarantee to the real estate project company 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’s holding subsidiaries provide guarantees in excess of the company’s shareholding ratio, in order to further prevent guarantee risks, other shareholders or joint-stock real estate project companies will be required to provide counter guarantees after providing guarantees. Up to now, the expected guarantee has not occurred and the guarantee agreement has not been signed. After the guarantee event actually occurs, the company will timely perform the obligation of information disclosure in accordance with the relevant provisions of information disclosure.
1、 Overview of guarantee
In order to improve the credit investigation of the joint-stock real estate project company, meet the risk control requirements of financial institutions, fulfill the obligations of shareholders and support the sustainable and healthy development of the joint-stock real estate project company, the holding subsidiaries of the company include but are not limited to Chongqing Jinke Real Estate Development Co., Ltd. (hereinafter referred to as “Chongqing Jinke”) in principle according to the joint venture and cooperation agreement, Provide guarantee for the financing of real estate project companies according to the shareholding ratio of the company. If, according to the requirements of financial institutions, the company’s holding subsidiaries provide guarantees in excess of the company’s shareholding ratio, in order to further prevent guarantee risks,
After providing the guarantee, other shareholders or joint-stock real estate project companies will be required to provide counter guarantee.
The specific guarantees are as follows:
1. The expected additional guarantee amount to be provided by the company’s holding subsidiary for the joint-stock real estate project company
The total amount shall not exceed 4553.71 million yuan, which shall be valid within 12 months after being deliberated and approved by the general meeting of shareholders. For details, see pre
Table of newly added guarantee amount.
2. On the premise that the above guarantee amount is approved by the general meeting of shareholders, it shall be submitted to the general meeting of shareholders to authorize the board of directors of the company
The board of directors further authorizes the company’s management to examine and approve the investment in real estate projects due to financing and other matters
The specific matters of the company providing guarantee, adjusting and signing various legal documents required.
3. Under the condition that the following conditions are met at the same time, the company may increase the guarantee amount approved by the general meeting of shareholders
Transfer between guarantee objects:
(1) When the reallocation occurs, the reallocated party is a company engaged in real estate business outside the scope of the company’s consolidated statements;
(2) The single guarantee amount of the transferred party shall not exceed the latest audited net assets of the listed company
10%；
(3) If the asset liability ratio exceeds 70% at the time of adjustment, the guarantee object can only be guaranteed from the asset liability ratio exceeding 70%
Obtain the guarantee amount from the guarantee object more than 70% (when the guarantee amount is considered by the general meeting of shareholders);
(4) When the transfer occurs, the transferred party does not have overdue liabilities;
(5) The company provides guarantee to the transferred party according to the proportion of capital contribution, and the transferred party or other subjects take measures
Counter guarantee and other relevant risk control measures.
Table of expected new guarantee limit
Unit: 10000 yuan
Proportion of the amount to be guaranteed
In the recent examination and approval of the company’s interests, it is expected that the listed company is the most relevant company, the name proportion of the guaranteed company in the first phase of pre capital guarantee, the balance of newly added guarantee, the net capital bond guarantee (note) in the last phase, the amount of debt 1, the amount of quota and the proportion of assets
rate
1 Chongqing Dalian Hongkun Industrial Co., Ltd. 49% 95.35% 80000.0038000.001.03% no Jinke
2 Chongqing Dalian Jinheng Yaohui Real Estate Development Co., Ltd. 50.739100.07% – 55000.001.49% no Jinke Co., Ltd. 9%
3 Chongqing Dalian Jinke Jiuli real estate development 49% 46.93% 18905.0040000.001.08% no Jinke Co., Ltd
4 Chongqing Yusheng Real Estate Co., Ltd. 50% 108.53% – 111000.003.01% no Jinke
5 Chongqing canrui Real Estate Co., Ltd. 50% 75.30% – 125000.003.39% no Jinke
6 Chongqing Beijing Jinke Jinbi Real Estate Co., Ltd. 51% 70.1% – 73261.001.98% no Jinke company
1 is the guarantee balance provided by the company and its holding subsidiaries for the guaranteed company.
7 Chongqing Ningbo xutuo Business Management Co., Ltd. 23% 62.72% 2300.0013110.000.36% no Jinke company
Total 101205.00455371.0012.34%
Note: the holding subsidiaries to provide guarantee or counter guarantee in the above table include but are not limited to Chongqing Jinke. The specific guarantee method and guarantee company shall be subject to the requirements of financial institutions when the guarantee actually occurs.
The above matters have been deliberated and adopted at the 15th meeting of the 11th board of directors held on December 31, 2021. The voting results are: 9 in favor, 0 against and 0 abstention. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this proposal shall be submitted to the general meeting of shareholders of the company for deliberation and passed by more than two-thirds of the voting rights held by the shareholders attending the meeting.
The independent directors expressed their independent opinions.
2、 Basic information of guarantee object
1. Dalian Hongkun Industrial Co., Ltd
Date of establishment: April 13, 2006
Registered address: No. 9, Zhengyang Street, Dengshahe Town, Jinzhou District, Dalian, Liaoning
Legal representative: Han BANGYOU
Registered capital: 50 million yuan
Main business: real estate development and operation
Relationship with the company: the company holds 49% of its equity, and Fusen Investment Co., Ltd. indirectly holds 51% 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. Fusen Investment Co., Ltd
(non mainland enterprises)
49%51%
Dalian Hongkun Industrial Co., Ltd
By the end of 2020, the total assets of the company were 3999.5797 million yuan and the total liabilities were 374545.01 yuan
With a net asset of 254129600 yuan and an operating income of 565373900 yuan, a total profit of 215190900 yuan and a net profit of 161.5719 million yuan in 2020.
By the end of September 2021, the company had total assets of 4806898300 yuan, total liabilities of 4583227500 yuan and net assets of 223670800 yuan. From January to September 2021, the company realized operating revenue of 245644900 yuan, total profit of 119.4731 million yuan and net profit of 108.2579 million yuan.
The company is not a dishonest person.
2. 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 50.7399% of its equity, and luck catch investmntslimited holds 48% of its equity. Fusen investment company indirectly holds 0.2601% of its equity, and Dalian JiuHeng 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
Zuo Li and Wang Jun (non mainland enterprises) of Beijing Jinke Zhanhao Real Estate Co., Ltd. and Fusen Investment Co., Ltd
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 delivery settlement of real estate projects.
The company is not a dishonest person.
3. Company name: Dalian Jinke Jiuli Real Estate Development Co., Ltd
Date of establishment: June 30, 2020
Registered address: floor 1, No. 19-59, Yongzheng street, Jinzhou District, Dalian, Liaoning
Legal representative: Han BANGYOU
Registered capital: 100 million yuan
Main business: real estate development and operation
Relationship with the company: held by the company
