Securities code: 000632 securities abbreviation: Fujian Sanmu Group Co.Ltd(000632) Announcement No.: 2022-04
Fujian Sanmu Group Co.Ltd(000632)
With regard to the announcement that Fuqing jinshenyuan, a holding subsidiary, provides financial assistance to its shareholders, 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.
1、 Overview of financial assistance
(i) Financial assistance
Fuqing jinshenyuan Real Estate Co., Ltd. (hereinafter referred to as “Fuqing jinshenyuan” and “project company”), a holding subsidiary of Fujian Sanmu Group Co.Ltd(000632) (hereinafter referred to as “the company”), is jointly owned by Fujian Sanmu Real Estate Group Co., Ltd. (hereinafter referred to as “Sanmu real estate”) and Fuzhou qianmao Investment Co., Ltd. (hereinafter referred to as “qianmao investment”) Fuqing Jinhui Real Estate Development Co., Ltd. (hereinafter referred to as “Fuqing Jinhui real estate”) is jointly invested and established, of which Sanmu real estate holds 33.33% equity of Fuqing jinshenyuan, qianmao investment holds 33.33% equity of Fuqing jinshenyuan, and Fuqing Jinhui real estate holds 33.34% equity of Fuqing jinshenyuan. Fuqing jinshenyuan is responsible for the development and construction of the platinum Yuefu project.
At present, the development of the project is progressing smoothly. In order to improve the use efficiency of funds, in accordance with the business practices of the real estate industry, Fuqing jinshenyuan plans to provide loans with the same conditions to all shareholders according to the shareholding and equity ratio after reserving the follow-up construction and operating funds of the project. Among them, Fuqing jinshenyuan provides loans of no more than 30 million yuan for qianmao investment and Fuqing Jinhui real estate respectively, The details are as follows:
The financial sponsor accepts the term interest rate of the financial sponsor and the amount of financial support
Fuqing jinsenyuan qianmao investment shall not be lower than the benchmark loan interest rate of RMB 30 million of the people’s Bank of China in the same period for two years
Fuqing jinshenyuan Fuqing Jinhui real estate shall not be lower than the benchmark loan interest rate of 30 million yuan of the people’s Bank of China in the same period for two years
（2） Approval of financial assistance
In accordance with relevant laws and regulations and the articles of association, the holding subsidiary of the company provided loans to its shareholders and provided financial assistance to the outside world, which was deliberated and adopted at the 39th meeting of the ninth board of directors and still needs to be submitted to the general meeting of shareholders for deliberation and approval. The independent directors of the company expressed their agreed independent opinions.
2、 Basic information of financial sponsors
(i) Fuzhou qianmao Investment Co., Ltd
1. Legal representative: Jiang Xianzhi;
2. Registered capital: RMB 40 million;
3. Address: shop 02-2, 1f, Rongqiao times town 2#, 2a# building, country garden, No. 8, Xifeng Road, Chayuan street, Jin’an District, Fuzhou City, Fujian Province;
4. Date of establishment: September 30, 2016;
5. Business scope: investment in real estate and construction, property management, parking lot management, real estate intermediary services;
6. Ownership structure: Fuzhou Phoenix times enterprise management Co., Ltd. holds 100% of its shares;
Qianmao investment and its shareholders have no relationship with the company and major shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
7. Financial indicators of the latest year (audited):
As of December 31, 2020, the company had total assets of RMB 1313949600, total liabilities of RMB 1277451000 and net assets of RMB 36.4986 million; From January to December 2020, the operating income was 0 yuan and the net profit was -1882400 yuan.
As of September 30, 2021, the total assets of the company are 1328057200 yuan, the total liabilities are 1291553800 yuan and the net assets are 36503400 yuan; From January to September 2021, the operating income was 0 yuan and the net profit was 4800 yuan.
The credit status of qianmao investment is good. After verification, the company is not a dishonest executee.
8. Financial assistance provided to the object in previous years
As of the disclosure date of this announcement, the balance of financial assistance provided by the company’s holding subsidiary to qianmao investment was 0 yuan. （2） Fuqing Jinhui Real Estate Development Co., Ltd
1. Legal representative: Dong Sheng;
2. Registered capital: RMB 150 million;
3. Address: Hongkuan center building, Hongkuan industrial village, Yangxia Town, Fuqing City;
4. Date of establishment: October 18, 2015;
5. Business scope: comprehensive real estate development;
6. Ownership structure: Jinhui Group Co., Ltd. holds 100% of its shares;
Fuqing Jinhui real estate and its shareholders have no relationship with the company and major shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
7. Financial indicators of the latest year (audited):
As of December 31, 2020, the company has total assets of 3137355800 yuan, total liabilities of 2751484300 yuan and net assets of 385871400 yuan; From January to December 2020, the operating revenue was 16.1257 million yuan and the net profit was 19.4281 million yuan.
As of September 30, 2021, the total assets of the company are 6646.9849 million yuan, the total liabilities are 6262.9386 million yuan and the net assets are 384.0462 million yuan; From January to September 2021, the operating revenue was 895100 yuan and the net profit was -1825200 yuan.
Fuqing Jinhui real estate is in good credit condition. After verification, the company is not a dishonest executee.
8. Financial assistance provided to the object in previous years
As of the disclosure date of this announcement, the balance of financial assistance provided by the company’s holding subsidiary to Fuqing Jinhui real estate was 0 yuan.
3、 Provide the main contents of the financial assistance agreement
Fuqing jinshenyuan, the holding subsidiary of the company, plans to provide financial assistance of no more than 30 million yuan for its shareholders qianmao investment and Fuqing Jinhui real estate respectively for a period of two years, which is not lower than the benchmark loan interest rate of the people’s Bank of China in the same period. Fuqing jinshenyuan will sign specific agreements with qianmao investment and Fuqing Jinhui real estate respectively to stipulate the conditions to be observed by the funded object, the amount of subsidy, the period of subsidy and the liability for breach of contract. The specific terms shall be subject to the agreement signed by all parties.
4、 Purpose of financial assistance and risk prevention and control measures
(i) Purpose of financial assistance
The financial assistance provided by the project company controlled by the company to its shareholders this time is the loan funds provided to all shareholders after fully reserving the funds required for the subsequent construction and normal operation of the project. The funds are used for the daily operation of all shareholders, which is in line with industry practice and will not affect the development and construction of the project company and the normal operation of the company.
（2） Risk prevention and control measures
During the implementation of financial assistance, the company will prevent the risk of financial assistance from multiple dimensions. As the object of this subsidy is other shareholders of the company holding the project company, and the project company is the holding subsidiary of the company, the company is responsible for operation management and financial management. The project funds are dynamically predicted and monitored every month, which can effectively control the project funds. Generally, the project company is allowed to provide loans to its shareholders only after the funds required for subsequent construction and normal operation of the project are reserved. When the funds of the project company cannot meet the future expenditure, the shareholders will be notified in advance to return or supplement the invested funds in time to meet the operation requirements of the project company. Once it is found that there is a potential repayment risk for the funded object, the project company will stop allocating it and take the historical investment of shareholders in the project (including registered capital and shareholder loans) and future equity income rights (including dividends of the project company) as the capital repayment guarantee for the amount that is not repaid in time. The company will pay close attention to the production and operation, changes in assets and liabilities, external guarantee or other liabilities, division, merger, change of legal representative and changes in business reputation of the borrower, actively prevent risks and perform the obligation of information disclosure in accordance with relevant rules.
5、 Opinions of the board of directors
The holding subsidiary of the company provides financial assistance to its shareholders qianmao investment and Fuqing Jinhui real estate, which is to provide loans to all shareholders of the project company according to their shareholding and equity ratio on the premise of smooth project sales and ensuring the demand for project construction and operating funds, which is in line with the practice of the real estate industry and helps to improve the efficiency of fund use. The project company is the holding subsidiary of the company, and the company is mainly responsible for operation and management, which can effectively control risks and is in line with the interests of the company.
6、 Opinions of independent directors
Su Xijia, Wang Lin and Wang Yingbin, the independent directors of the company, expressed their independent opinions on the financial assistance as follows: the financial assistance provided by the holding subsidiary of the company to its shareholders qianmao investment and Fuqing Jinhui real estate is a loan provided to the shareholders of the project company on the premise of smooth project sales and ensuring the capital needs of project construction and operation, It is also funded by shareholders of all parties under the same conditions according to their shareholding and equity ratio, which helps to improve the efficiency of fund use, and the financial support behavior is fair and reasonable. The relevant decisions comply with the company’s internal control system, the articles of association and relevant laws and regulations, and there is no damage to the interests of listed companies, shareholders and minority shareholders. We agree to the proposal on financial assistance provided by Fuqing jinshenyuan, a holding subsidiary, to its shareholders and submit it to the general meeting of shareholders for deliberation and approval.
7、 Other matters
(i) This external financial assistance does not belong to the following periods:
1. The period during which idle raised funds are used to temporarily supplement working capital;
2. Within 12 months after changing the investment direction of raised funds to permanent supplementary working capital;
3. Within 12 months after the over raised funds are permanently used to supplement working capital or repay bank loans.
（2） Within 12 months after the actual provision of financial assistance, the company shall not use idle raised funds to temporarily supplement working capital, change the investment direction of raised funds to permanently supplement working capital, permanently use over raised funds to supplement working capital or repay bank loans, except that the external financial assistance has been recovered.
8、 Accumulated financial assistance provided by the company
As of the disclosure date of this announcement, in addition to the financial assistance of no more than 30 million yuan provided for qianmao investment and Fuqing Jinhui real estate respectively, the company has provided a cumulative balance of financial assistance of 53.3736 million yuan.
9、 Documents for future reference
(i) Resolutions of the 39th meeting of the ninth board of directors of the company;
（2） Opinions of independent directors of the company.
It is hereby announced.
Fujian Sanmu Group Co.Ltd(000632) board of directors
January 6, 2022
