Securities code: China Fortune Land Development Co.Ltd(600340) securities abbreviation: China Fortune Land Development Co.Ltd(600340) No.: pro 2022016 China Fortune Land Development Co.Ltd(600340)
Announcement on the progress of asset sales related to the company’s debt restructuring
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Overview of debt restructuring
Affected by multiple rounds of epidemics superimposed by the macroeconomic environment, industry environment and credit environment, China Fortune Land Development Co.Ltd(600340) (hereinafter referred to as “the company” or ” China Fortune Land Development Co.Ltd(600340) “) has experienced periodic liquidity tension. In order to resolve the company’s debt risk and accelerate the orderly operation of the company, the company actively coordinates all parties to discuss various ways to solve the current problems.
The announcement on the restructuring plan of Shanghai Stock Exchange (hereinafter referred to as the announcement on the restructuring plan of Shanghai Stock Exchange and the announcement on the restructuring plan of Shanghai Stock Exchange on August 2024) discloses the details of the company’s major issues (hereinafter referred to as the “announcement on the restructuring plan of Shanghai Stock exchange”). On December 9, 2021, the creditor Committee of financial institutions voted and adopted the debt restructuring plan. According to the arrangement of the debt restructuring plan, the company will actively look for potential investors with strong capital strength and good synergy to sell the assets with strong liquidity, and the recovered funds are mainly used to pay off financial debts. 2、 Implementation progress of debt restructuring plan
Recently, Jiutong Jiye Investment Co., Ltd. (hereinafter referred to as “Jiutong investment”, the transferor) and Yongqing Lingkong science and Technology Innovation Co., Ltd. (hereinafter referred to as “Yongqing Lingkong science and technology innovation”, the transferee) signed the equity transfer agreement on Yongqing Dingtai park construction and Development Co., Ltd. (hereinafter referred to as “Yongqing Dingtai”) on the equity transfer of the target company Yongqing Dingtai park construction and Development Co., Ltd (hereinafter referred to as “Yongqing Dingtai equity transfer agreement”), it is agreed that Jiutong investment will transfer its 100% equity of Yongqing Dingtai to Yongqing Linkong science and technology innovation. Yongqing Dingtai is a platform company for the company to operate industrial new town business in Yongqing County, Langfang City, and is responsible for the development, construction and management of the entrusted area of Yongqing county.
Langfang Jingyu Real Estate Development Co., Ltd. (hereinafter referred to as “Langfang Jingyu”), a wholly-owned subsidiary of the company, as the transferor, signed with Langfang Guangyang Economic Development Zone Construction and Development Co., Ltd. (hereinafter referred to as “Guangyang Development Zone Construction”, as the transferee) on the equity transfer of the target company Langfang ronghua Construction Investment Development Co., Ltd. (hereinafter referred to as “Langfang ronghua”) The equity transfer agreement on Langfang ronghua Construction Investment Development Co., Ltd. (hereinafter referred to as “Langfang ronghua equity transfer agreement”) stipulates that Langfang Jingyu will transfer its 100% equity of Langfang ronghua to Guangyang Development Zone construction. Langfang ronghua is a platform company for the company to operate industrial new town business in Guangyang District, Langfang city. It is responsible for the development and construction, investment attraction and operation management of the entrusted area in Guangyang district.
The above transactions belong to the part of “selling” in the debt restructuring plan, that is, selling assets to recover funds, and the funds from the sale of assets will be used to pay off financial debts. The above transactions do not constitute related party transactions, nor do they constitute major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies. According to the Listing Rules of Shanghai Stock Exchange and the articles of association, it is not necessary to submit it to the board of directors and the general meeting of shareholders for deliberation. The main contents of the above transactions are as follows:
(I) main contents of Yongqing Dingtai equity transfer agreement
1. Equity transfer and payment
After negotiation, all parties have determined that the equity transfer amount of this transaction is RMB 700 million.
The parties agree that the transferee shall pay the equity transfer payment to the transferor at the following time:
(1) The first phase of equity transfer is RMB 70 million, which shall be paid by the transferee within 3 working days after this agreement takes effect and the creditors of direct financial institutions (if any) of the target company as of the signing date of this Agreement have signed the debt restructuring agreement;
(2) The second phase of equity transfer is RMB 21 million, which shall be paid by the transferee within 3 working days after the completion of all handover matters agreed in this Agreement;
(3) The third phase of equity transfer is RMB 21 million, which shall be paid by the transferee before December 31, 2022 and within 3 working days after the target company has completed the mortgage cancellation procedures for the real estate in Yongqing intelligent control Industrial Park held by it;
(4) The fourth phase of equity transfer is RMB 21 million, which shall be paid by the transferee before December 31, 2023.
All parties know and agree that if the transferee fails to complete the necessary financing required to pay the equity transfer payment before the above payment date, resulting in failure to pay in full and on time, the transferor shall give the transferee a grace period of 6 months, and the transferee shall complete the payment within the grace period; If the transferee completes the financing in advance before the above payment date, the transferee shall complete the payment in advance within 10 working days after the funds are in place.
2. Closing and post closing events
Within 30 working days after the transferee pays the second phase of equity transfer price, the target company shall complete the change registration and filing procedures of Yongqing county administrative examination and approval Bureau (hereinafter referred to as “delivery”) involved in the change of shareholders of the target company and the change of articles of association of the target company under this transaction, and obtain the changed business license.
The parties confirm that the date of completing the registration and filing procedures of Yongqing county administrative examination and approval Bureau involved in the change of shareholders of the target company and the change of articles of association of the target company under this transaction is the delivery date. Unless otherwise agreed in this agreement, all shareholders’ rights, obligations, risks and liabilities of the subject equity shall be transferred to the transferee from the delivery date. After the completion and confirmation of all matters of the transfer agreement with the target party, the transfer party shall cooperate with each other before the delivery date.
The transferor and the target company agree and take necessary measures. Within three months from the signing date of this agreement to the delivery date, the transferee shall decide the placement of senior managers, financial personnel, core business backbone and key personnel of the target company according to the principle of voluntary and two-way selection.
3. Handling of creditor’s rights and liabilities and compliance responsibilities
The parties agree that, in addition to the matters and contents stated in this Agreement (including annexes) and accounting treatment has been carried out, if the target company suffers actual losses due to unpaid taxes, administrative penalties, tort liability, liability for breach of contract, pending litigation, etc. arising from matters before the delivery date, and such losses are confirmed by the parties through negotiation that they are caused by the fault of the transferor and the target company before the delivery date, Then the transferor shall compensate the target company with the amount confirmed by both parties through negotiation; If the parties are unable to reach an agreement on the fault party and / or the amount of the actual loss, the target company has the right to bring a lawsuit to the court in accordance with this agreement. If the court decides that the loss is caused by the fault of the transferor and the target company before the delivery date, Then the transferor shall compensate the target company with the corresponding amount and the necessary expenses (including but not limited to legal fees, preservation fees, preservation guarantee fees, announcement fees, notarization fees, audit fees, evaluation fees, appraisal fees, execution fees, lawyer fees, etc.) calculated according to the court judgment of the transferor and the fault degree of such actual losses.
The transferor shall pay such amount to the target company within 30 days from the date of receiving the written notice from the transferee or the target company, and the transferee is also entitled to deduct the same amount from the equity transfer amount payable to the transferor.
The creditor’s rights and related interests enjoyed by the target company before the delivery date belong to the target company and continue to be enjoyed by the target company.
All parties know and agree that the target company’s net payables to the transferor and its related parties as of December 31, 2021 are agreed to be settled as follows: before December 31, 2023, The target company shall undertake the financial debts of China Fortune Land Development Co.Ltd(600340) and its subsidiaries in equal amount according to the total net payables of the target company to the transferor and its related parties (the interest of such financial debts incurred before the target company undertakes shall be borne by the original debtor, and the interest incurred after the target company undertakes shall be borne by the target company) and sign the necessary legal documents. The specific scope and details of financial debts shall be determined by the transferor, The aforesaid undertaking of financial debts by the target company shall be regarded as paying off the accounts payable in equal amount. The transferor shall obtain the authorization of China Fortune Land Development Co.Ltd(600340) for the above arrangement.
The transferor shall assist the target company in handling the following matters after the closing: before November 30, 2023, it shall be responsible for handling the ownership certificate of real estate such as Yongqing planning exhibition hall for the target company that has not obtained the ownership certificate before the signing date of this agreement. If the transferor fails to complete the above matters within the above commitment period, it shall pay liquidated damages to the transferee according to 0.03% of the assessed value of the real estate transaction every day from the date of expiration until the date of completion of the matters.
4. Effectiveness of the agreement
This Agreement shall come into force from the date when the following conditions are fully realized:
(1) This agreement has been signed and sealed by the legal representatives of all parties;
(2) This agreement has been approved in writing by the people’s Government of Yongqing County, Langfang city;
(3) This transaction agreement has been deliberated and approved by the transferor’s competent authority.
5. Termination of agreement
Neither party hereto shall change, terminate or terminate this Agreement without consensus, except as otherwise provided by laws and regulations and this agreement. Any change, cancellation and termination of this agreement must be made in writing by the transferor and the transferee before it can take effect.
Before December 31, 2023, in case of any of the following circumstances, either party has the right to send a written notice to the other party to terminate this agreement. This Agreement shall be terminated from the date when the opposite party receives such written notice:
(1) Either party is bankrupt, dissolved, liquidated, revoked according to law, or loses the ability to perform the outstanding part of this Agreement;
(2) If the target company fails to handle the transfer and change registration of the subject equity in Yongqing county administrative examination and approval Bureau on time in accordance with the agreement due to debt restructuring and other transferor reasons, and the delay is more than six months;
(3) Other circumstances agreed by both parties through written consultation.
6. Liability for breach of contract
If the transferee fails to pay the equity transfer payment to the transferor in full and on time as agreed in this agreement, the transferee shall pay liquidated damages to the transferor according to 0.03% of the unpaid amount every day until the equity transfer payment is paid. However, if the transferee makes payment within the grace period in accordance with this agreement, it shall not be deemed as breach of contract or overdue payment, and there is no need to pay liquidated damages in accordance with this article.
If the transferor fails to complete the transfer and change registration of the subject equity in Yongqing county administrative examination and approval Bureau and the change registration of other relevant institutions or departments on time in accordance with this agreement, the transferor shall pay liquidated damages to the transferee according to 0.03% of the daily equity transfer received up to that time from the overdue date until the change registration is completed.
(II) main contents of Langfang ronghua equity transfer agreement
1. Equity transfer and payment
The transferor transferred 100% equity of the target company (hereinafter referred to as “target equity”) to the transferee, and the total amount of equity transfer was 217882600 yuan.
Within 6 months from the closing date, the transferor and the transferee shall jointly hire an accounting firm to audit the net assets and other financial conditions of the target company as of the closing date and issue the closing audit report. If the net assets of the target company specified in the closing audit report are higher than the total amount of equity transfer in this transaction, the higher part shall be owned by the transferor, The transferee shall pay the higher part to the transferor within 10 working days from the date of issuance of the settlement audit report; If the net assets specified in the delivery audit report are lower than the total amount of equity transfer payment of this transaction, the lower part shall be borne by the transferor, and the transferee will deduct it accordingly when paying the equity transfer payment. The parties confirm that the recognition of net profit, net assets and other financial conditions in the delivery audit report does not take into account the impact of the provision for bad debts of government accounts receivable and the provision for impairment of contract assets accrued during the additional audit period.
The parties agree that the transferee shall pay the equity transfer payment to the transferor at the following time:
(1) The initial equity transfer amount is 217882 million yuan, which shall be paid by the transferee within 10 working days after the effectiveness of this Agreement;
(2) The second phase equity transfer payment is 653648 million yuan, which shall be paid by the transferee within 10 working days from the date when the pledge of the subject equity is lifted and the handover matters agreed in this Agreement are completed;
(3) The third phase of equity transfer is 653648 million yuan. The transferee shall pay within 10 working days after the transferor and the transferee have completed the registration of the change of the subject equity and the jointly entrusted audit institution has issued the delivery audit report before December 31, 2022;
(4) The fourth phase of equity transfer is 653648 million yuan, which shall be paid by the transferee before December 31, 2023.
All parties know and agree that if the transferee fails to complete the necessary financing required to pay the equity transfer payment before the above payment date, resulting in failure to pay in full and on time, the transferor shall give the transferee a grace period of 6 months, and the transferee shall complete the payment within the grace period; If the transferee completes the financing in advance before the above payment date, the transferee shall complete the payment in advance within 10 working days after the funds are in place.
2. Closing and post closing events
(1) As of the signing date of this agreement, the transferor has pledged 100% of the equity of the target company to Industrial And Commercial Bank Of China Limited(601398) Langfang Wanzhuang sub branch. The transferor shall complete the de pledge procedures of all the subject equity within 30 working days after the transferee pays the initial equity transfer payment. If it is not completed within this period, the transferee shall give the transferor a grace period of 4 months. If the equity delivery date is postponed due to the transferor’s failure to complete the de pledge procedures of the subject equity within the above agreed period (including the grace period), the time for the transferee to pay the second phase of equity transfer payment shall be postponed accordingly.
The transferor and the target company shall complete the registration and filing procedures for the change of Langfang administrative examination and approval Bureau involved in the change of shareholders of the target company and the change of articles of association of the target company under this transaction (hereinafter referred to as “delivery”) and obtain the changed business license within 10 working days after completing the pledge release procedures of the subject equity and the transferee pays the second phase equity transfer price. If the transferor and the target company fail to complete the above matters within the above agreed time limit, the transferee shall give the transferor a grace period of 2 months.
The date of completing the registration and filing procedures of Langfang administrative examination and approval Bureau involved in the change of shareholders of the target company and the change of articles of association of the target company under this transaction is the delivery date. Unless otherwise agreed in this agreement, all shareholders’ rights, obligations, risks and responsibilities of the subject equity shall be enjoyed and borne by the transferee from the delivery date.
After the completion and confirmation of all matters of the transfer agreement with the target party, the transfer party shall cooperate with each other before the delivery date.
(2) Transferor
