Securities code: Zhejiang Construction Investment Group Co.Ltd(002761) securities abbreviation: Zhejiang Construction Investment Group Co.Ltd(002761) Announcement No.: 2022022 Zhejiang Construction Investment Group Co.Ltd(002761)
Announcement on the proposed reorganization of some receivables and related party transactions
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、 Basic information
(I) overview of basic information
Zhejiang Construction Investment Group Co.Ltd(002761) (hereinafter referred to as “the company”) in order to speed up the resolution of the company’s overdue receivables related to China Evergrande group and its subsidiaries, Zhejiang Construction Engineering Group Co., Ltd. (hereinafter referred to as “Zhejiang construction engineering”) a wholly-owned subsidiary of the company plans to cooperate with Hangzhou Jingli real Estate Co., Ltd. (hereinafter referred to as “Jingli real estate”), a holding company of China Evergrande group Zhejiang Zhejian Real Estate Group Co., Ltd. (hereinafter referred to as “Zhejian real estate”) has reached a tripartite transfer agreement for the project under construction. The transferred assets are Hangzhou shuijingcheng cultural tourism commercial complex project under construction (tentative name, hereinafter referred to as “shuijingcheng” project). Jingli real estate, as the transferor of the crystal city project, Zhejiang construction real estate, as a professional real estate development company, acquires the crystal city project and will be responsible for the follow-up development and construction of the crystal city project by establishing a project company. Zhejiang construction, as a professional general contracting construction unit, is responsible for the follow-up construction of the crystal city project. It is estimated that the construction amount of the follow-up project will not exceed 240 million yuan. According to the evaluation and audit results of the intermediary entrusted by Zhejiang construction real estate and Zhejiang construction engineering group, under the assumption of development, the value of the equity of Hangzhou Crystal City project is 3660291200 yuan (tentative, subject to the construction situation), and the transfer consideration of Zhejiang construction real estate is 920650400 yuan, which is used to offset the payable amount of China Evergrande group and its subsidiaries to Zhejiang construction engineering group and its subsidiaries in Hangzhou, The remaining transfer consideration will be disposed by means of realization or premium sale and housing debt repayment, which will resolve the debt gap of China Evergrande group and its subsidiaries in Hangzhou and Huzhou according to the unified requirements of relevant government departments. If there is any remaining consideration, it can be used to offset the 695144900 yuan payable of China Evergrande group and its subsidiaries to Zhejiang construction engineering group and its subsidiaries in Huzhou. After the signing of the construction in progress transfer agreement, Zhejiang construction real estate and Zhejiang construction engineering group agreed on the following subsequent repayment matters: (1) Zhejiang construction real estate promised to return the above-mentioned 9206504 million yuan to Zhejiang construction engineering group within 2 years from the date when the asset transfer of the crystal city project was registered in the name of Zhejiang construction real estate or the transferee of new assets. (2) If Zhejian real estate fails to return the aforesaid 920650400 yuan on schedule, Zhejian real estate agrees to take, including but not limited to, equivalent assets or interests as performance security. At present, the shuijingcheng project is in the state of judicial seizure. Before going through the asset transfer procedures, Jingli real estate will coordinate with the local government and relevant creditors to complete the unsealing procedures.
(II) review procedure
The company held the 11th meeting of the 4th board of directors on March 28, 2022. The proposal on the proposed restructuring and related party transactions of some receivables was considered and approved by 11 votes in favor, 0 against, 0 abstention and 1 vote in avoidance of voting. The related director Zhen Jianmin avoided voting on the proposal, and the independent director expressed his prior approval opinions and agreed independent opinions on the matter. The company held the 8th meeting of the 4th board of supervisors on March 28, 2022, and deliberated and adopted the proposal on the proposed reorganization and related party transactions of some receivables with 2 affirmative votes, 0 negative votes, 0 abstention votes and 1 abstention vote. The related supervisor Jiang Jianjun withdrew from voting on the proposal.
In accordance with the relevant provisions of the stock listing rules and the Zhejiang Construction Investment Group Co.Ltd(002761) articles of Association (hereinafter referred to as the “articles of association”), this connected transaction still needs to be submitted to the general meeting of shareholders for deliberation, and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. At that time, the related shareholders interested in the related party transaction will avoid voting. In order to improve the efficiency of decision-making, the board of directors of the company requested the general meeting of shareholders to authorize the management of the company to handle specific matters related to the reorganization of receivables.
2、 Basic information of the counterparty
(I) counterparty 1
1. Company name: Hangzhou Jingli Real Estate Co., Ltd
2. Unified social credit Code: 913301 J.S.Corrugating Machinery Co.Ltd(000821) 45675l
3. Legal representative: Chen Zhongyuan
4. Enterprise type: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China)
5. Registered capital: USD 483786600
6. Registered address: room 8088, No. 99, Meiyuan South Street, Zhuantang street, Xihu District, Hangzhou
7. Date of establishment: November 28, 2013
8. Shareholders: Sanli (China) Holding Co., Ltd. holds 39% equity of Jingli real estate; Ningbo Kaifa Real Estate Co., Ltd. holds 37.48% equity of Jingli real estate; Jianjun investment management partnership (limited partnership) of Ningbo Meishan bonded port area holds 23.52% equity of Jingli real estate. The actual controller is China Evergrande group.
9. As of December 31, 2020, Jingli real estate had total assets of 69997659 million yuan and net assets of 35828682 million yuan. From January to December 2020, it realized operating income of 11.778 million yuan and net profit of -556071 million yuan.
As of September 30, 2021, Jingli real estate had total assets of 69886969 million yuan and net assets of 35242975 million yuan. From January to September, 2021, it realized operating income of 1.5691 million yuan and net profit of -585707 million yuan (the above data are Unaudited).
10. Business scope: general items: Property Management (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license). The project can only be carried out with the approval of the real estate development department according to law (the specific business results shall be subject to the approval of the real estate development department).
The company and the top ten shareholders of the company have no relationship with Jingli real estate in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
(II) counterparty 2
1. Company name: Zhejiang Zhejian Real Estate Group Co., Ltd
2. Unified social credit Code: 9133 Shahe Industrial Co.Ltd(000014) 29144069
3. Legal representative: Lu Lidong
4. Date of establishment: June 29, 1992
5. Address: No. 52, Wensan West Road, Xihu District, Hangzhou, Zhejiang
6. Registered capital: 78 million yuan
7. Business scope: comprehensive real estate development and operation
8. Shareholders: Zhejiang Fujian Investment Management Co., Ltd. directly holds 100% equity of Zhejiang construction real estate, the indirect controlling shareholder is Zhejiang state-owned capital operation Co., Ltd., and the actual controller is the state-owned assets supervision and Administration Commission of Zhejiang Provincial People’s government.
3、 Main contents of the agreement
Party A (transferor): Hangzhou Jingli Real Estate Co., Ltd
Party B (transferee):
Zhejiang Jianyi Real Estate Group Co., Ltd
Party B 2: Zhejiang Construction Engineering Group Co., Ltd
In order to speed up the resolution of the overdue receivables of the company involving China Evergrande group and its subsidiaries, the company plans to transfer the Crystal City Project in accordance with the agreement. As a provincial state-owned enterprise, Party B intends to transfer the crystal city project and obtain the real estate development and operation right of the Crystal City Project (plot b-75-3) in accordance with the agreement. Among them, Party B, as a professional real estate development company, is responsible for the subsequent development and construction of the project by establishing a project company, and Party B, as a professional general contracting construction unit, is responsible for the subsequent construction of the project.
Ownership of construction in progress. The project is located in the northwest corner of the intersection of coral Shahe River and planned No. 3 branch road in Hangzhou Zhijiang National Tourism planning area. Jingli real estate has legally obtained the construction land use right of the plot (b-75-3) at the northwest corner of the intersection of coral Shahe and branch road 3 of Zhijiang National Tourism Planning through the transfer of state-owned land use right, and signed the corresponding contract for the transfer of state-owned construction land use right. The plot area is 89303 square meters, the aboveground construction area is no more than 2232575 square meters, and the purpose of the plot is commercial land. The project has also obtained the pre-sale license of commercial housing (hxxz (2016) No. 5009 (commercial phase I). Development and construction of the project: the commercial phase I block on the plot has been delivered, the commercial phase II block (with a construction area of about 114000 square meters) has completed the main two-story structure, and the commercial phase III shopping center and hotel are currently in the stage of pile foundation engineering.
2. According to the evaluation and audit results of the intermediary agencies entrusted by Zhejiang construction real estate and Zhejiang construction engineering group, under the hypothetical development situation, the value of the equity of Hangzhou Crystal City project is 3660291200 yuan (tentative, subject to the final construction situation).
3. All parties agree to offset the transfer price payable by Zhejian real estate to Jingli real estate with the creditor’s rights of China Evergrande group and its subsidiaries of RMB 9206504 million from the project receivables of Zhejiang construction engineering group and its subsidiaries in Hangzhou, and the remaining transfer consideration shall be guaranteed by Zhejian real estate through cash or premium sales and housing for debt, which is helpful to resolve the problems of China Evergrande group and its subsidiaries in Hangzhou The remaining balance after the guaranteed building debt in Huzhou area shall be used to offset the receivables creditor’s rights of 695144900 yuan enjoyed by Zhejiang construction engineering group and its subsidiaries to China Evergrande group and its subsidiaries in Huzhou area.
4. In order to develop the construction project, Jingli real estate has signed a series of project construction contracts with relevant units. Unless otherwise agreed in the agreement, Jingli real estate shall terminate the original project construction contract within 60 working days from the effective date of the agreement.
5. This agreement is made in sextuplicate, with each party holding two copies, which have the same legal effect.
4、 Overview of related party transactions
Jingli real estate, as the transferor of the crystal city project, Zhejiang construction real estate, as a professional real estate development company, acquires the crystal city project and will be responsible for the follow-up development and construction of the crystal city project by establishing a project company. Zhejiang construction, as a professional general contracting construction unit, is responsible for the follow-up construction of the crystal city project. After Jingli real estate cooperates with the cancellation of the original project construction contract, it is expected that Zhejiang construction engineering group and Zhejiang construction real estate will have a construction business transaction of no more than 240 million yuan (the specific amount shall be subject to the final signed contract). The indirect controlling shareholder of Zhejian real estate is Zhejiang state owned Capital Operation Co., Ltd., which is an enterprise controlled by the same controlling shareholder. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
Based on the tripartite transfer agreement of the project under construction, the creditor’s rights of the company’s receivables from the project funds of China Evergrande group and its subsidiaries in Hangzhou and Huzhou will be collected from Zhejiang construction real estate. Zhejiang construction real estate will give priority to resolving the company’s receivables in Hangzhou of 9206504 million yuan at the consideration of crystal city project transfer. When there is still a balance after resolving the guaranteed building debts of China Evergrande group and its subsidiaries in Hangzhou and Huzhou, The company’s accounts receivable in Huzhou area were 695144900 yuan, with a total amount of no more than 1650 million yuan.
The amount of this connected transaction exceeds 30 million yuan and exceeds 5% of the audited net assets of the company in 2020. Therefore, this transaction must be submitted to the general meeting of shareholders of the company for deliberation.
As of this related party transaction, the company and its subsidiaries have not had other related party transactions related to this transaction category with Zhejian real estate in the past 12 months.
This connected transaction does not constitute a major asset reorganization.
5、 Basic information of related party counterparties and subsidiaries of the company
(I) basic information of related parties
1. Company name: Zhejiang Zhejian Real Estate Group Co., Ltd
2. Unified social credit Code: 9133 Shahe Industrial Co.Ltd(000014) 29144069
3. Legal representative: Lu Lidong
4. Date of establishment: June 29, 1992
5. Address: No. 52, Wensan West Road, Xihu District, Hangzhou, Zhejiang
6. Registered capital: 78 million yuan
7. Business scope: comprehensive real estate development and operation
8. Shareholders: Zhejiang Fujian Investment Management Co., Ltd. directly holds 100% equity of Zhejiang construction real estate, the indirect controlling shareholder is Zhejiang state-owned capital operation Co., Ltd., and the actual controller is the state-owned assets supervision and Administration Commission of Zhejiang Provincial People’s government.
9. As of December 31, 2020, the total assets of Zhejian real estate were 23559400 yuan and the net assets were 1823987 million yuan. From January to December 2020, the operating income was 5.5656 million yuan, the approved cost of settlement project was reduced by 436839 million yuan, the investment income was 129507 million yuan, and the annual net profit was 581696 million yuan.
As of September 30, 2021, Zhejian real estate had total assets of 2182202 million yuan and net assets of 1842437 million yuan. From January to September, 2021, it realized operating income of 2.7648 million yuan and net profit of 1.8249 million yuan (the above data are Unaudited).
10. Affiliated relationship: the indirect controlling shareholder of Zhejian real estate is Zhejiang state owned Capital Operation Co., Ltd. and the company is an enterprise controlled by the same controlling shareholder. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
11. Performance capacity: (1) Zhejian real estate was established on June 29, 1992. The registration authority is Zhejiang market supervision and Administration Bureau, which is a provincial state-owned enterprise in Zhejiang Province. Zhejian real estate has many years of exploration and practice in the field of real estate development. It has developed more than 20 projects in Hangzhou, Ningbo, Lin’an, Lishui, Xinchang, Haining, Suzhou, Taicang, Guangxi and other places, with an independent and joint development area of nearly 4 million square meters. Representative projects include “Hangzhou sunshine county”, “Lin’an Sun City Garden”, “Lishui beautiful spring river”, etc; (2) Hangzhou shuijingcheng commercial project is located in the northwest corner of the intersection of the planned coral Shahe and the planned No. 3 branch road in Zhijiang National Tourism Resort, Xihu District, Hangzhou. It is 200m away from Zhipu Road Station of Hangzhou Metro Line 6. The location of the project is excellent
