Securities code: Zhejiang Construction Investment Group Co.Ltd(002761) securities abbreviation: Zhejiang Construction Investment Group Co.Ltd(002761) Announcement No.: 2022021 Zhejiang Construction Investment Group Co.Ltd(002761)
Supplementary 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.
Zhejiang Construction Investment Group Co.Ltd(002761) (hereinafter referred to as “the company”) held the 11th meeting of the 4th board of directors on March 28, 2022. The meeting deliberated and adopted the proposal on the proposed reorganization and related party transactions of some receivables, and disclosed the announcement on the proposed reorganization and related party transactions of some receivables on cninfo.com on March 30, 2022 (Announcement No.: 2022016). According to relevant requirements and regulations, the relevant information in “I. Basic Information (I) overview of basic information; V. basic information of related parties and subsidiaries of the company (I) basic information of related parties; VI. impact of accounts receivable restructuring on the company” is supplemented. The specific information is as follows:
Before supplement:
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. 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.
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. Others: after inquiry, Zhejian real estate is not a dishonest executee, existing according to law and operating normally.
6、 Impact of restructuring of receivables on the company
The reorganization of accounts receivable carried out by the company this time is conducive to accelerating the resolution. The company involves China Evergrande group and its subordinate companies. The construction unit of accounts receivable is responsible for the follow-up construction of the crystal city project. It is also a provincial state-owned enterprise. The company expects that this transaction will not have a significant impact on production and operation, will not affect the interests of the company and all shareholders, and will not affect the independence of the company’s business.
Subsequently, under the guidance of governments at all levels, the company will strengthen communication with local regulatory authorities and Evergrande group, and actively take measures to speed up the resolution of overdue bills receivable involving Evergrande group. The company does not rule out using the preemptive right of assignment and safeguarding the legitimate rights and interests of the company and the majority of investors through property preservation, legal proceedings and other means.
After supplement:
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.
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, 200 meters away from Zhipu Road Station of Hangzhou Metro Line 6. The location advantage of the project is remarkable. According to the evaluation and audit results of intermediary agencies 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 final construction); (3) As a state-owned enterprise in Zhejiang Province, Zhejian real estate has no interest bearing liabilities at present. At the same time, there is still income collection of other development projects in 2022.
12. Others: after inquiry, Zhejian real estate is not a dishonest executee, existing according to law and operating normally.
6、 Impact of restructuring of receivables on the company
The company’s receivables restructuring business this time is conducive to accelerating the resolution of the company’s overdue receivables related to China Evergrande group and its subsidiaries. Zhejiang construction real estate promises 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 is registered in the name of Zhejiang construction real estate or the transferee of new assets. This time, as a professional real estate development company, Zhejiang construction real estate is assigned to the crystal city project. Zhejiang construction is a professional general contracting construction unit responsible for the follow-up construction of the crystal city project. This transaction is expected to increase the engineering construction business of the company by no more than 240 million yuan and promote the sustainable development of the main business of the company. The company expects that this transaction will not have a significant impact on production and operation, nor will it affect the interests of the company and all shareholders, nor will it affect the independence of the company’s business, which is in line with the interests of the company and all shareholders, especially minority shareholders.
Subsequently, the company will strengthen communication with local regulatory authorities and Evergrande group, and actively take measures to speed up the resolution of overdue bills receivable involving Evergrande group. The company does not rule out using the preemptive right of assignment and safeguarding the legitimate rights and interests of the company and the majority of investors through property preservation, legal proceedings and other means.
Except for the above supplementary contents, other contents of the announcement remain unchanged.
It is hereby announced
Zhejiang Construction Investment Group Co.Ltd(002761) board of directors
April 17, 2022
