Securities code: 000632 securities abbreviation: Fujian Sanmu Group Co.Ltd(000632) Announcement No.: 2022-03
Fujian Sanmu Group Co.Ltd(000632)
Announcement on providing financial assistance for the holding subsidiary Nanping Shimao New Era
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
In order to support the development and construction of Nanping Shimao new era real estate Co., Ltd. (hereinafter referred to as “Nanping Shimao new era” and “project company”), a holding subsidiary of Fujian Sanmu Group Co.Ltd(000632) (hereinafter referred to as “the company”), Fujian Wuyishan Sanmu Industry Co., Ltd. (hereinafter referred to as “Wuyishan Sanmu industry”), a wholly-owned subsidiary of the company, plans to provide Nanping Shimao new era with financial assistance with a total amount of no more than 30 million yuan. According to the project development progress, other shareholders of the above project company provide financial assistance according to the shareholding ratio and the same conditions. The details are as follows:
Financial support amount, interest rate and term ratio of the company’s equity received by the financial sponsor
Wuyishan Sanmu industry Nanping Shimao new era 43% 30 million yuan, not lower than the benchmark interest rate of 2-year loan of people’s Bank of China in the same period
（2） Approval of financial assistance
In accordance with relevant laws and regulations and the articles of association, the company’s provision of loans for holding subsidiaries and external financial assistance was deliberated and approved at the 39th meeting of the ninth board of directors, which needs to be submitted to the general meeting of shareholders for deliberation and approval. The independent directors of the company expressed their independent opinions.
2、 Basic information of financial sponsors
(i) Company name: Nanping Shimao new era real estate Co., Ltd;
（2） Legal representative: Li Jun;
（3） Registered capital: RMB 100 million;
（4） Address: No. 69, Xiaojiu village, Xiadao Town, Yanping District, Nanping City, Fujian Province;
（5） Date of establishment: May 15, 2018;
（6） Business scope: real estate development and operation, house leasing, property management;
（7） Ownership structure: Fujian Wuyishan Sanmu Industrial Co., Ltd., a wholly-owned subsidiary of the company, holds 43% of its shares, Shanghai Hankai Enterprise Management Co., Ltd. holds 42% of its shares, and Fujian Wangjiaxin Investment Co., Ltd. holds 15% of its shares.
Other shareholders of Nanping Shimao new era Shanghai Hankai Enterprise Management Co., Ltd. and Fujian Wangjiaxin Investment Co., Ltd. have no relationship with the company and major shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
（8） Financial indicators of the latest year (audited):
As of December 31, 2020, the total assets of the company are 285980500 yuan, the total liabilities are 202381400 yuan and the net assets are 83599100 yuan; From January to December 2020, the operating income was 0 yuan and the net profit was -5.6291 million yuan.
As of September 30, 2021, the company has total assets of 227.6938 million yuan, total liabilities of 133.6378 million yuan and net assets of 94.056 million yuan; From January to September 2021, the operating revenue was 106.2347 million yuan and the net profit was 10.4569 million yuan.
Nanping Shimao new era is in good credit condition. After verification, the company is not a dishonest executee.
（9） 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 to Nanping Shimao new era, a holding subsidiary, was 18.8736 million yuan.
3、 Provide the main contents of the financial assistance agreement
Wuyishan Sanmu industry, a wholly-owned subsidiary of the company, plans to provide Nanping Shimao new era with financial assistance with a total amount of no more than 30 million yuan 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.
Wuyishan Sanmu industry will sign a specific agreement with Nanping Shimao new era, stipulating the conditions to be observed by the funded object, the amount of funding, the funding period and the liability for breach of contract. The specific terms shall be subject to the agreement signed by all parties. 4、 Financial aid risk prevention measures
Nanping Shimao new era is a holding subsidiary of the company with 43% equity. While providing subsidies, the company will strengthen the operation and management of the above project companies, actively track the progress of their daily production and operation and project construction, pay close attention to the changes in the production and operation, assets and liabilities of the funded objects, control capital risks and ensure the capital safety of the company.
5、 Opinions of the board of directors
The financial support provided by the company for Nanping Shimao new era is conducive to the smooth promotion of the daily business activities of the project company and meets the normal business needs of the company; Nanping Shimao new era, which received financial support this time, has a good credit status, and the development prospect of the real estate project is good; Other shareholders also provide financial assistance with the same conditions according to their shareholding ratio, and the financial assistance is fair and equal; The company assigns management personnel and financial personnel to participate in the operation and management of the above project company. The financial risk is controllable and will not have a significant impact on the daily operation 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: we believe that the financial assistance provided by the company for Nanping Shimao new era is in line with the normal operation needs of the company; Other shareholders of the project company receiving financial assistance this time also provide financial assistance with the same conditions according to their shareholding ratio, and the financial assistance is fair and equal; The credit status of the project company is good. The management personnel and financial personnel dispatched by the company participate in the operation and management of the above project company. The financial risk is controllable and will not have a significant impact on the daily operation of the company. We agree to the proposal on providing financial support for the holding subsidiary Nanping Shimao new era and submit it to the general meeting of shareholders of the company 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 Nanping Shimao new era, the cumulative balance of financial assistance provided by the company is 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
