Securities code: 002314 securities abbreviation: Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) Announcement No.: 2022-005 Shenzhen new Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) (Group) Co., Ltd
Announcement on providing guarantee for joint stock companies
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 risk tips:
Up to now, the total amount of external guarantee actually incurred by the company and its holding subsidiaries accounts for 236.75% of the audited net assets in 2020, the amount of guarantee for units with asset liability ratio of more than 70% accounts for 189.78% of the audited net assets in 2020, and the amount of guarantee for units outside the consolidated statements accounts for 34.57% of the audited net assets in 2020. Please pay attention to relevant risks. Shenzhen new Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) (Group) Co., Ltd. (hereinafter referred to as “the company”) held the 14th meeting of the 6th board of directors on January 5, 2022. The meeting deliberated and adopted the proposal on providing guarantee for joint-stock companies. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are hereby announced as follows:
1、 Overview of guarantee
1. In order to meet the normal production and operation needs of the company’s joint-stock companies Wuxi Sanxi Real Estate Co., Ltd., Shanghai Shenyu Industrial Development Co., Ltd. and Shanghai Zhaonan Industrial Development Co., Ltd., and ensure the smooth progress of project development and construction, the company or its subsidiaries intend to provide a total guarantee amount of no more than RMB 1.601 billion according to our equity ratio, Other shareholders shall provide guarantees with the same conditions according to the proportion of equity.
2. The above matters were considered and adopted by the 14th meeting of the 6th board of directors with 11 affirmative votes, 0 negative votes and 0 abstention. Independent directors expressed independent opinions on the matter. This proposal needs to be submitted to the general meeting of shareholders for deliberation. 2、 Basic information of the guaranteed
(i) Wuxi Sanxi Real Estate Co., Ltd
Date of establishment: August 24, 2021
Registered address: No. 1312, Baile Plaza, No. 331, Shengan West Road, Qianqiao, Huishan District, Wuxi
Legal representative: Li Kun
Registered capital: 600 million yuan
Business scope: licensed projects: real estate development and operation (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results) general projects: marketing planning; Housing leasing (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Ownership structure: Suzhou Nanshan Xinwu Real Estate Development Co., Ltd., a wholly-owned subsidiary of the company, holds 51% and Nanjing Midea Real Estate Development Co., Ltd. holds 49%.
Main financial indicators:
As of November 30, 2021, the total assets of the company are 1249626500 yuan, the total liabilities are 650305900 yuan, and the net assets are 599320600 yuan. By the end of November 2021, there was no operating income and the net profit was -679400 yuan. (the above data have not been audited) after verification, Wuxi Sanxi Real Estate Co., Ltd. is not a dishonest executee.
The company or its subsidiaries intend to provide the company with a guarantee with a principal amount of no more than RMB 51 million according to our equity ratio, and other shareholders provide guarantees with the same conditions according to their shareholding ratio.
（2） Shanghai Shenyu Industrial Development Co., Ltd
Date of establishment: October 25, 2021
Registered address: room 1203, No. 337, Shahe Road, Jiangqiao Town, Jiading District, Shanghai jt3155
Legal representative: Li Yao
Registered capital: 100 million yuan
Business scope: licensed projects: real estate development and operation (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: Sales of metal materials; Sales of building materials; Sales of building decoration materials; Sanitary ware sales; Timber sales; Wholesale of hardware products; Sales of building ceramic products; Furniture sales; Landscape engineering construction; Conference and exhibition services; Organize cultural and artistic exchange activities (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
Ownership structure: Shaanxi fengqingyuan Real Estate Co., Ltd. holds 50.1%, and Suzhou Nanshan Xinwu Real Estate Development Co., Ltd., a wholly-owned subsidiary of the company, holds 49.9%.
As of November 30, 2021, the company has total assets of RMB 353592100, total liabilities of RMB 353592100 and net assets of RMB. By the end of November 2021, the company had no operating revenue and no net profit. (the above data has not been audited)
After verification, Shanghai Shenyu Industrial Development Co., Ltd. is not a dishonest person.
The company or its subsidiaries intend to provide the company with a guarantee with a principal amount of no more than RMB 500 million according to our shareholding ratio, and other shareholders provide guarantees with the same conditions according to their shareholding ratio.
（3） Shanghai Zhaonan Industrial Development Co., Ltd
Date of establishment: December 8, 2021
Registered address: room jt6024, building 2, No. 988, Zhentang Road, Nanxiang, Jiading District, Shanghai
Legal representative: Li Fengchun
Registered capital: 70 million yuan
Business scope: licensed projects: real estate development and operation (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: Sales of metal materials; Sales of building materials; Sales of building decoration materials; Sanitary ware sales; Timber sales; Wholesale of hardware products; Sales of building ceramic products; Furniture sales; Landscape engineering construction; Conference and exhibition services; Organize cultural and artistic exchange activities; Information consulting services (excluding licensed information consulting services) (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
Ownership structure: Yantai merchants Real Estate Co., Ltd. holds 5%, and Suzhou Nanshan Xincheng Real Estate Development Co., Ltd., a wholly-owned subsidiary of the company, holds 95%.
According to the relevant provisions of the cooperative development agreement on plots 06a-01a and 07a-02a, unit jdc2-0101, Nanxiang Town, Jiading District (hereinafter referred to as the “cooperation agreement”), the final shareholding ratio of Suzhou Nanshan Xinwu Real Estate Development Co., Ltd. is 49%, and that of Yantai merchants Real Estate Co., Ltd. is 51%, and the relevant procedures are still being handled. The cooperation agreement also makes it clear that whether the industrial and commercial change registration procedures are completed or not does not affect each shareholder’s enjoyment of shareholder rights and corresponding shareholder obligations in accordance with the final equity ratio agreed in the agreement.
The company has no financial data at the initial stage of its establishment.
After verification, Shanghai Zhaonan Industrial Development Co., Ltd. is not a dishonest person.
The company or its subsidiaries intend to provide the company with a guarantee with a principal amount of no more than RMB 105 million according to our shareholding ratio, and other shareholders provide guarantees with the same conditions according to their shareholding ratio.
3、 Main contents of the guarantee agreement
Up to now, the above companies have not signed specific guarantee agreements with banks and other financial institutions. The validity period of this guarantee limit is from the date of deliberation and approval by the general meeting of shareholders to the date of resolution of the general meeting of shareholders in 2021. The company will timely perform the obligation of information disclosure when the above guarantee events occur. 4、 Opinions of the board of directors
1. The guarantee amount provided by the company for the joint-stock companies is conducive to promoting the development and construction of relevant projects, effectively improving the project financing efficiency and ensuring the smooth progress of the financing work of the subordinate joint-stock companies. 2. The joint-stock company to be guaranteed this time operates normally, the financial risk is within the company’s control, and has the actual debt repayment ability. The company shall provide guarantee for it in proportion to its equity, and other shareholders shall provide guarantee with the same conditions in proportion. The guarantee behavior is fair and equal.
3. The board of directors of the company believes that the guarantee complies with the company law, the articles of association and other relevant provisions, and there is no damage to the interests of the company and shareholders.
5、 Opinions of independent directors
After reviewing relevant materials, the independent directors believe that the company’s guarantee for the joint-stock company is to meet the financing needs of the project company and support its business development. Other shareholders provide guarantee with the same conditions to the project company according to the shareholding ratio. We believe that the guarantee ratio is reasonable and the guarantee risk is controllable. The relevant joint-stock companies are not dishonest Executees, have good debt repayment ability, and the relevant guarantees do not damage the interests of all shareholders including minority shareholders and the company. We agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6、 Accumulated external guarantees and overdue guarantees
Up to now, the total amount of external guarantees actually incurred by the company and its subsidiaries is 22.459 billion yuan (excluding this guarantee), accounting for 236.75% of the audited net assets in 2020 (including the actual financing amount under the total amount of external guarantees of about 9 billion yuan), including the guarantees incurred by the company to subsidiaries, subsidiaries to subsidiaries and companies or subsidiaries to participating companies, It is mainly to provide guarantee for project financing for the operation and development needs of Baowan logistics, real estate and industrial city projects. The amount of guarantee provided by the company and its subsidiaries to units outside the consolidated statements accounted for 34.57% of the company’s audited net assets in 2020 (of which the actual financing amount under the guarantee amount was about 1.8 billion yuan). There is no overdue guarantee, no guarantee involving litigation, and no amount of loss due to the judgment of losing the guarantee.
The company will perform the approval procedures and disclosure obligations of guarantee matters in strict accordance with laws, regulations and the articles of association.
7、 Documents for future reference
1. Resolution of the 14th meeting of the 6th board of directors of the company
2. The opinions of independent directors are hereby announced.
Board of directors of Shenzhen new Shenzhen New Nanshan Holding (Group) Co.Ltd(002314) (Group) Co., Ltd. January 6, 2022
