Jinke Property Group Co.Ltd(000656)
Announcement on increasing the guarantee amount of some joint-stock real estate project companies
Securities abbreviation: Jinke Property Group Co.Ltd(000656) securities code: Jinke Property Group Co.Ltd(000656) Announcement No.: 2022052 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 the holding subsidiaries within the scope of consolidated statements (hereinafter referred to as “the holding subsidiaries”) guarantee that the total amount exceeds 100% of the net assets of the latest period, the amount of guarantee for the holding subsidiaries with asset liability ratio exceeding 70% exceeds 50% of the net assets of the company in the latest period, and the amount of guarantee approved for the joint-stock companies outside the consolidated statements exceeds 30% of the net assets of the latest period, Draw investors’ full attention to the guarantee risk.
2. The guarantee amount of the holding subsidiary to the joint-stock 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 joint-stock 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 provisions of the joint venture and cooperation agreement, Guarantee the financing of the real estate project company according to the shareholding ratio of the company. If, according to the requirements of financial institutions, the holding subsidiaries of the company provide guarantees in excess of the shareholding ratio of the company, 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 39.2 million yuan, which shall be valid within 12 months after being deliberated and approved by the general meeting of shareholders. See the forecast for details
Table of new guarantee limit.
2. On the premise that the general meeting of shareholders approves the above guarantee amount, the general meeting of shareholders shall be submitted to authorize the board of directors of the company
The board of directors further authorizes the management of the company to examine and approve the investment in real estate projects due to financing and other matters
The specific matters of providing guarantee, adjusting and signing various legal documents required by the company.
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 adjusted party shall not exceed the latest audited net assets of the listed company
10%；
(3) The guarantee object whose asset liability ratio exceeds 70% at the time of adjustment 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 adjusted party according to the proportion of capital contribution, and the adjusted party or other subjects take measures
Counter guarantee and other relevant risk control measures.
Table of expected new guarantee amount
Unit: 10000 yuan
The secured party to guarantee the public interest is the latest to approve whether the expected guarantee amount accounts for the proportion of the name of the company (note) to be guaranteed in the relevant serial number company (note) in the latest period of assets, the guarantee balance before the latest period of assets, the newly added guarantee City company’s latest guarantee liability ratio, the proportion of net assets in the quota period
1 Chongqing Jinke Xinyang Changyu Real Estate Development Co., Ltd. 49% – 103.97% – 392000 0.11% no development Co., Ltd
Note: the holding subsidiaries to provide guarantee or counter guarantee in the above table include but are not limited to Chongqing Jinke, specific guarantee methods and guarantee companies
The company shall be subject to the requirements of the financial institution when the guarantee actually occurs.
The above matters have been reviewed at the 21st Meeting of the 11th board of directors held on April 1, 2022
The resolution was adopted, and the voting results were: 9 in favor, 0 against and 0 abstention. According to the Shenzhen Stock Exchange
According to the relevant provisions of the listing rules and the articles of association, this proposal shall be submitted to the general meeting of shareholders of the company for deliberation and approval
Approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
The independent directors expressed their independent opinions.
1 refers to the guarantee balance provided by the company and its holding subsidiaries for the guaranteed company.
2、 Basic information of guarantee object
Company name: Xinyang Changyu Real Estate Development Co., Ltd
Date of establishment: May 19, 2020
Registered address: northwest corner of the intersection of Gongshi road and Beihuan Road, high tech Zone, Xinyang City, Henan Province
Legal representative: Zhao Haitao
Registered capital: 50 million yuan
Real estate development and sales
Relationship with the company: the company holds 49% of its equity, and Henan Changjian Real Estate Co., Ltd. holds 51% of its equity. The company has no relationship with other shareholders.
Ownership structure:
Zhao Jiansheng, Wang Zhaoyu Jinke Property Group Co.Ltd(000656)
(the company)
Actual control of Bandung, Wang Meixiang and Wansu
Luohe Huazheng Rongjian Trading Co., Ltd. Gongyun
Chongqing Jinke real estate development company Chongqing Bishan Jinke
100% Zhongxi Real Estate Co., Ltd
Luohe Jinxiu Investment Co., Ltd. Luohe Wanhao Industrial Investment Co., Ltd
Company 17.02% Limited
Xinyu Huakun
26.33% 31.40% yuan asset management Wuxi Jinke Real Estate Development Co., Ltd
Ltd., etc
13 enterprises of Changjian Holding Group Co., Ltd. 100%
100% Zhengzhou Jinke Baijun Real Estate Development Co., Ltd
Henan Changjian Real Estate Co., Ltd
51% 49%
Xinyang Changyu Real Estate Development Co., Ltd
By the end of 2020, the company had total assets of 2893944 million yuan, total liabilities of 2964801 million yuan and net assets of -7.0857 million yuan. In 2020, the company realized operating income of 0 million yuan, total profit of -7.0857 million yuan and net profit of -7.0857 million yuan.
By the end of September 2021, the company had total assets of 359961 million yuan, total liabilities of 3742434 million yuan and net assets of -145824 million yuan. From January to September 2021, the company realized operating income of 235400 yuan, total profit of -7.4967 million yuan and net profit of -7.4967 million yuan.
The company’s real estate project has not yet handled the delivery settlement.
The company is not a dishonest person.
3、 Main contents of guarantee agreement
The guarantee amount for the joint-stock company approved in this review is the expected guarantee amount, and whether to implement it will be decided according to its operation, financing and other conditions. Up to now, the 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. 4、 Opinions of the board of directors
After careful deliberation and careful judgment, the board of directors of the company believes that the guaranteed object is the company’s joint-stock real estate project company, and the holding subsidiary of the company provides guarantee for the above joint-stock real estate project company due to financing and other needs, which is to meet the risk control requirements of financial institutions, support the operation and development of joint-stock real estate project company, is conducive to the development and construction of joint-stock real estate project company, and is in line with the overall interests of the 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. 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 guarantees, other shareholders or joint-stock real estate project companies will be required to provide counter guarantees, which are fair and reasonable and do not harm the interests of the company and shareholders. For the joint-stock real estate project companies guaranteed by the company’s holding subsidiaries, the company will arrange special personnel to participate in the operation and management and strictly control the financial risks. The projects developed by the above joint-stock real estate project companies have good prospects, excellent assets and strong solvency. There is no risk of failing to repay the loans of financial institutions on schedule, and the guarantee risk is controllable. All the funds raised from the guarantee are used for the production and operation of the real estate project company, and the risk is controllable. There is no violation of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies issued by the CSRC and the notice on regulating the external guarantee behavior of listed companies.
5、 Accumulated external guarantees and overdue guarantees
By the end of February 2022, the company and its holding subsidiaries had no overdue guarantee or guarantee involving litigation. The guarantee balance provided by the company to joint-stock companies is 14.275 billion yuan, and the guarantee balance provided to subsidiaries, subsidiaries and subsidiaries to each other is 51.936 billion yuan. The total guarantee balance is 66.211 billion yuan, accounting for 179.33% of the latest audited net assets of the company and 17.37% of the total assets. With the repayment of the loan by the company, its holding subsidiaries and joint-stock companies, the guarantee liability provided by the company or its holding subsidiaries will be automatically relieved. At present, the company, its holding subsidiaries and joint-stock companies operate normally and have sufficient funds. There is no risk of undertaking guarantee liability due to failure to pay the loan on time.
6、 Documents for future reference
1. Resolutions of the 21st Meeting of the 11th board of directors of the company;
2. Independent opinions of the company’s independent directors on matters related to the 21st Meeting of the 11th board of directors. It is hereby announced
Jinke Property Group Co.Ltd(000656)
Board of directors
April 1, 2002
