Myhome Real Estate Development Group Co.Ltd(000667) the first extraordinary general meeting of shareholders in 2022
Parliamentary documentation
Date of site meeting: January 26, 2022
Proposal 1:
Proposal on providing counter guarantee for financing matters of holding subsidiaries
Dear shareholders
Myhome Real Estate Development Group Co.Ltd(000667) (hereinafter referred to as “the company”) convened the 14th meeting of the ninth board of directors on January 7, 2022, deliberated and unanimously adopted the proposal on providing counter guarantee for financing matters of holding subsidiaries. This proposal needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
1、 Overview of counter guarantee
Meimei Zhizao (Jintang) Technology Co., Ltd. (hereinafter referred to as “Meimei Jintang technology”) is the holding subsidiary of the company. In order to meet the capital needs of business operation, Meimei Jintang technology plans to apply to Chengdu Rural Commercial Bank Co., Ltd. Jintang Tuoyuan Banking Office (hereinafter referred to as “Chengdu Rural Commercial Bank“) for a working capital loan of 13 million yuan, with a term of 12 months and a fixed annual interest rate of 5%, Jintang SME Financing Guarantee Co., Ltd. (hereinafter referred to as “Jintang guarantee company”) shall undertake joint and several liability guarantee, and the guarantee fee is 2% of the loan amount of the current period.
In order to support the operation and development of Meimei Jintang technology, the holding subsidiary, according to the requirements of the above loan guarantor Jintang guarantee company, the company plans to provide corresponding counter guarantee measures to Jintang guarantee company, including: mortgage guarantee with the land and some equipment owned by Meimei Jintang technology company; Wuhan Meimei Green Building Technology Co., Ltd. (hereinafter referred to as “Meimei green building company”), a holding subsidiary of the company, provides credit counter guarantee. Meanwhile, Mr. Liu Daoming, the legal representative of the company, provides personal credit counter guarantee.
2、 Basic information of counter guarantee object
1. Basic information
Enterprise name: Jintang SME Financing Guarantee Co., Ltd; Legal representative: he Yuanpeng; Unified social credit Code: 915101216771697646; Date of establishment: July 17, 2008; Registered capital: 300 million yuan; Registered address: No. 2880, Chengjin Avenue, Zhao town, Jintang County, Chengdu, Sichuan; Business scope: loan guarantee, bill acceptance guarantee, trade financing guarantee, project financing guarantee, letter of credit guarantee and other financing guarantee business; Financing consulting, financial consulting and other intermediary services related to guarantee business shall invest with their own funds within the specified scope.
2. Key financial data
Jintang SME Financing Guarantee Co., Ltd. has total assets of 401324600 yuan and total liabilities of 73.2342 million yuan in the latest year and the latest period, including total current liabilities of 73.2342 million yuan, amount involved in contingencies of 0, net assets of 32.80904 million yuan, operating income of 18.1279 million yuan, total profits of 8.4928 million yuan, net profit of 7.2189 million yuan, and the latest credit rating of 2A.
3. Property right and control relationship
Jintang County State owned Assets Supervision
Bureau of management and Finance
100% shareholding
Chengdu Tianfu Dagang Group Co., Ltd
Limited company
Holding 93.33%
Jintang SME financing
Insurance Co., Ltd
Jintang guarantee company is a financial guarantee company controlled by local state-owned assets. Up to now, it has no affiliated relationship with the company and shareholders holding more than 5% of the company’s shares, and there are no other relationships that may or have caused the company to favor its interests. 4. After verification, Jintang guarantee company does not belong to the “dishonest executee”.
3、 Basic information of debtor
1. Basic information
Name: Meimei Zhizao (Jintang) Technology Co., Ltd; Legal representative: Feng Xian; Unified social credit Code: 91510121ma6c8dx59l; Registered capital: 60 million yuan; Date of establishment: December 22, 2017; Address: No. 8, orange leaf Road, Chengdu industrial strategic frontier area, Sanxi Town, Jintang County, Chengdu, Sichuan Province (in Jintang Industrial Park); Business scope: general items: manufacturing of concrete structural members; Sales of concrete structural members; Sales of building materials; Sales of reinforcement products for construction; Enterprise management consulting; Engineering management services; Engineering technical services (except planning management, survey, design and supervision); Property management (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed project: construction project construction; Construction engineering design; Road cargo transportation (excluding dangerous goods); Construction labor subcontracting (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or permits of relevant departments).
2. Key financial data
Unit: 10000 yuan
Project December 31, 2020 (audited) November 30, 2021 (Unaudited)
Total assets 37018.45 47495.78
Total liabilities 34621.33 47509.50
Including: current liabilities 34266.99 47181.75
Owner’s equity –
Project December 31, 2020 (audited) November 30, 2021 (Unaudited)
Main business income 235.55 47.39
Net profit -2684.08 -2410.84
3. Property right and control relationship
Meihao assembly is a holding subsidiary jointly invested by the company (holding 49% equity), the controlling shareholder Meihao Future Enterprise Management Group Co., Ltd. (hereinafter referred to as “Meihao group”) (holding 45% equity) and the company’s related party Wuhan Meichun enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Wuhan Meichun”) (holding 6% equity).
Meihao Jintang technology is an intelligent production base for prefabricated buildings in Jintang County, Chengdu.
4. After verification, meimeimeijintang technology does not belong to the “dishonest executee”.
4、 Main contents of counter guarantee agreement
Jintang guarantee company agrees to provide joint and several liability guarantee for the working capital loan of 13 million yuan applied by Meimei Jintang technology in Chengdu Rural Commercial Bank, and charge 2% of the loan amount of the current period as the premium. The company agrees to provide corresponding counter guarantee for Jintang guarantee company, including: mortgage guarantee for the land and equipment worth 5 million yuan of Meimei Jintang Technology located at No. 8, orange leaf Road, Sanxi Town, Jintang county (Jintang Industrial Park); Meimei Lvjian, the holding subsidiary of the company, provides credit counter guarantee. Meanwhile, Liu Daoming, the legal representative of the company, provides personal credit counter guarantee.
The relevant agreement on counter guarantee provided by the company for this financing has not been signed, and the main contents of the counter guarantee agreement will be determined by the company and business related parties through consultation. The actual total guarantee amount, guarantee method and guarantee scope will not exceed the guarantee amount, method and scope approved by the general meeting of shareholders.
If Mr. Liu Daoming does not provide guarantee for the smooth implementation of the financing measures on behalf of the minority shareholders or the affiliated shareholders, but does not provide guarantee for the smooth implementation of the legal interests of the company, Mr. Liu Daoming can not provide guarantee for the interests of the minority shareholders or the affiliated shareholders. 5、 Reasons and necessity of counter guarantee
Meimeijintang technology, the holding subsidiary of the company, applied to Chengdu Rural Commercial Bank for a working capital loan of 13 million yuan in order to meet its business development and management needs, which is in line with the overall interests of the company. Since Jintang guarantee company will provide joint and several liability guarantee for the financing of Meimei Jintang technology, the holding subsidiary of the company, the company provides corresponding counter guarantee to Jintang guarantee company, and the guarantee behavior is fair and equal.
6、 Opinions of the board of directors
Meihao Jintang technology is in normal operation. Its fabricated construction business has a good market prospect, has actual debt repayment ability, and the financial risk is within the company’s control. This counter guarantee will not have a significant adverse impact on the company and will not damage the interests of the company and minority shareholders.
7、 Opinions of independent directors
The independent directors of the company expressed the following independent opinions on the proposal on providing counter guarantee for the financing of holding subsidiaries: (1) the provision of counter guarantee for the financing of meimeijintang technology, the holding subsidiary, is for the needs of normal business development, and the guarantee objects involved are not directors, supervisors, senior managers, shareholders holding more than 5% of the shares The actual controller and the legal person or other organization under its control do not violate the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56) and the notice on regulating the external guarantee of listed companies (Zheng Jian Fa [2005] No. 120) of the CSRC.
(2) Since Jintang guarantee company will provide joint and several liability guarantee for the financing of Meimei Jintang technology, the holding subsidiary of the company, the company provides corresponding counter guarantee to Jintang guarantee company, and the guarantee behavior is fair and equal.
(3) The company fully understands and controls the operation status, credit and solvency of meimeijintang technology, a holding subsidiary, and the risk is controllable. The company provides corresponding counter guarantee for its financing matters, which does not harm the interests of the company and shareholders, and complies with relevant laws and regulations, normative documents and the articles of association.
In conclusion, we agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
The above report is submitted to all shareholders for deliberation.
Myhome Real Estate Development Group Co.Ltd(000667)
Board of directors
January 11, 2022
