Securities code: Yunnan Metropolitan Real Estate Development Co.Ltd(600239) securities abbreviation: Yunnan Metropolitan Real Estate Development Co.Ltd(600239) Announcement No.: Lin 2022031 Yunnan Metropolitan Real Estate Development Co.Ltd(600239) about
Suggestive announcement of the company’s planning for major asset restructuring and related party transactions
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. Important content tips:
1. Yunnan Metropolitan Real Estate Development Co.Ltd(600239) (hereinafter referred to as “the company”) plans to sell 100% equity of Yunnan Chengtou Longjiang Real Estate Development Co., Ltd. (hereinafter referred to as “Longjiang company”), 100% equity of Kunming Chenghai Real Estate Development Co., Ltd. (hereinafter referred to as “Kunming Chenghai”), 100% equity of Yunnan Honghe Real Estate Development Co., Ltd. (hereinafter referred to as “Honghe real estate”) held by the company 100% equity of Xi’an Dongzhi Real Estate Co., Ltd. (hereinafter referred to as “Xi’an Dongzhi”), 75% equity of Hainan tianlianhua Investment Co., Ltd. (hereinafter referred to as “Hainan tianlianhua”), 75% equity of Hainan Tianli Investment Development Co., Ltd. (hereinafter referred to as “Hainan Tianli development”), 74% equity of Kunming Yuncheng Zunlong Real Estate Development Co., Ltd. (hereinafter referred to as “Yuncheng Zunlong”) 70% equity of CSCEC Suifeng Real Estate Co., Ltd. (hereinafter referred to as “CSCEC Suifeng”), 70% equity of Beijing Yuncheng Enterprise Management Co., Ltd. (hereinafter referred to as “Beijing Yuncheng enterprise”), 70% equity of Taizhou Yintai Commercial Co., Ltd. (hereinafter referred to as “Taizhou Yintai”), 70% equity of Hangzhou Xixi Yinsheng land Co., Ltd. (hereinafter referred to as “Hangzhou Xixi”), 67% equity of Hangzhou Xiaoshan Yincheng Real Estate Co., Ltd. (hereinafter referred to as “Hangzhou Xiaoshan”) Yunnan Dongfang Baifeng Investment Co., Ltd. (hereinafter referred to as “Dongfang Baifeng”), Shaanxi Xixian New Area Qinhan new town Qinying Industry Co., Ltd. (hereinafter referred to as “Shaanxi Qinhan new town”), Xi’an International Port District Hailong Industry Co., Ltd. (hereinafter referred to as “Xi’an Hailong industry”), Xi’an Hailong Qingdong Village real estate development Co., Ltd. (hereinafter referred to as “Xi’an Hailong Qingdong village”) and 51% equity of Ningshan Yunhai Real Estate Development Co., Ltd. (hereinafter referred to as “Ningshan Yunhai real estate”), 51% equity of yunshang development (Zibo) Co., Ltd. (hereinafter referred to as “yunshang development”), 299401% property share of Guoshou Yuncheng (Jiaxing) health and elderly care industry investment partnership (limited partnership) (hereinafter referred to as “Guoshou Yuncheng”), and 19% equity of Ningbo Fenghua Yintai Real Estate Co., Ltd. (hereinafter referred to as “Ningbo Fenghua”); Tianjin Yinrun Investment Co., Ltd. (hereinafter referred to as “Tianjin Yinrun”), a wholly-owned subsidiary of the company, plans to sell 51% of the equity of Ningbo Fenghua held by Tianjin Yinrun through public listing; Chengdu Yincheng Real Estate Co., Ltd. (hereinafter referred to as “Chengdu Yincheng”), a subsidiary of the company, plans to sell Chengdu Waldorf Hotel held by Chengdu Yincheng through public listing.
2. After preliminary calculation, it is expected that this transaction will constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
3. Yunnan kanglv Holding Group Co., Ltd. (hereinafter referred to as “kanglv group”), the controlling shareholder of the company, designated Yunnan Urban Investment Kangyuan Investment Co., Ltd. (a wholly-owned subsidiary of kanglv group, hereinafter referred to as “Kangyuan company”) or its subsidiaries to bid once according to the listing base price and other trading conditions under public listing. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and connected transactions, this transaction is expected to constitute connected transactions.
4. There is uncertainty in this transaction, and necessary internal and external decision-making and approval procedures need to be performed. The company will timely perform the obligation of information disclosure according to the progress of the transaction. Please pay attention to the investment risks. 5. The company expects to disclose the restructuring plan in June 2022.
1、 Basic information of this transaction
In order to optimize the financial structure and improve the operating conditions, the company plans to sell 100% equity of Longjiang company, 100% equity of Kunming Chenghai, 100% equity of Honghe real estate, 100% equity of Xi’an Dongzhi, 75% equity of Hainan tianlianhua, 75% equity of Hainan Tianli development, 74% equity of Yuncheng Zunlong, 70% equity of CSCEC Suifeng, 70% equity of Beijing Yuncheng enterprise, 70% equity of Taizhou Yintai 70% equity of Hangzhou Xixi, 67% equity of Hangzhou Xiaoshan, 51% equity of Dongfang Baifeng, 51% equity of Shaanxi Qinhan new town, 51% equity of Xi’an Hairong industry, 51% equity of Xi’an Hairong Qingdong village, 51% equity of Ningshan Yunhai real estate, 51% equity of yunshang development, 299401% property share of Guoshou Yuncheng and 19% equity of Ningbo Fenghua; Tianjin Yinrun plans to sell the 51% equity of Ningbo Fenghua held by Tianjin Yinrun through public listing; Chengdu Yincheng plans to sell Chengdu Waldorf Hotel held by Chengdu Yincheng through public listing. Through this asset sale, the company will gradually transform into an asset light urban comprehensive service provider focusing on core businesses such as property management and business management operation.
After preliminary calculation, it is expected that this transaction will constitute a major asset reorganization, and this transaction will not lead to the change of the company’s control. Kanglv group, the controlling shareholder of the company, designated Kangyuan company or its subsidiaries to bid once according to the listing base price and other trading conditions under public listing.
According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and connected transactions, this transaction is expected to constitute connected transactions. In accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange, the company will hire independent financial advisers, legal advisers, audit institutions, evaluation institutions and other intermediaries to carry out relevant work as soon as possible. The company will submit the asset sale to the board of directors and the general meeting of shareholders for deliberation in accordance with relevant laws, regulations, regulatory rules and the articles of association. The company expects to disclose the restructuring plan in June 2022.
2、 Basic information of counterparty
Name: Yunnan kanglv Holding Group Co., Ltd
Legal representative: Yang Min
Date of establishment: April 28, 2005
Registered capital: 6142214400 yuan
Unified social credit Code: 915 Dalian Demaishi Precision Technology Co.Ltd(301007) 726970638
Type: limited liability company
Address: high tech investment building, No. 6, Haiyuan North Road, high tech Zone, Kunming, Yunnan
Business scope: investment and construction of urban roads and infrastructure and operation of related industries; Investment, construction and management of water supply and drainage and pipe network; Investment, construction and management of urban gas and pipe network; Investment and construction of urban service projects (schools, hospitals, etc.); Construction of small and medium-sized cities in the province; Urban old city reconstruction and real estate development; Investment and construction of urban transportation (light rail, subway, etc.); Investment in urban development and construction and other infrastructure projects; Investment in insurance and banking; Lease of self owned houses (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Main financial indicators of kanglv group in the latest year and period:
(unit: yuan)
Subject: December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 2808564440477826456441470418
Net assets 70915908629266551229098508
Operating income 31447517915022583310781231
Net profit -140616503382 -461226502262
Up to now, kanglv group and its holding subsidiary Yunnan Rongzhi Investment Co., Ltd. hold a total of 41.90% of the equity of the company, and kanglv group is the controlling shareholder of the company.
3、 Basic information of underlying assets
The underlying assets of this transaction involve 20 subordinate enterprises of the company and one hotel asset. The details are as follows:
1. Longjiang company
Name: Yunnan Chengtou Longjiang Real Estate Development Co., Ltd
Address: No. 501, building 22, huzhongba 15 plot, Rongcheng, Panlong District, Kunming, Yunnan
Date of establishment: November 14, 2013
Registered capital: 360 million yuan
Legal representative: Liu Xingcan
Business scope: real estate development and operation; Real estate brokerage services; Property services; House demolition; Construction of municipal public works and landscaping works (carry out business activities according to the scope and time limit of qualification verification); Investment in real estate projects; Information system integration service; Information technology consulting services; Communication engineering, electronic and intelligent engineering; Sales of electronic products and communication equipment; Telecom, China Unicom and mobile agency business (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
The financial data of Longjiang company in the latest year and the first period are as follows:
Unit: Yuan
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 582534671386512531940381
Total liabilities 570530209335511837685668
Owner’s equity 12004462051694254713
Operating income 8727585043719069413374
Net profit -50441642619 -11310207338
The shareholders of Longjiang company are as follows:
Name of shareholder shareholding ratio
Yunnan Metropolitan Real Estate Development Co.Ltd(600239) 100%
2. Kunming Chenghai
Name: Kunming Chenghai Real Estate Development Co., Ltd
Address: No. 679, Civil Aviation Road, Guandu District, Kunming area, China (Yunnan) pilot Free Trade Zone
Date of establishment: August 7, 2007
Registered capital: 100 million yuan
Legal representative: Yan Lei
Real estate development and business scope; Sales of building materials, decoration materials, hardware and electricity, general machinery and accessories, metal materials, mineral products, electronic products, instruments and meters; House demolition and demolition works; Real estate brokerage business; Parking service; Design, production, agency and release of various advertisements in China (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The financial data of Kunming Chenghai in the latest year and phase I are as follows:
Unit: Yuan
Project December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 92464833218115470999051
Total liabilities 80785403856105398099822
Owner’s equity 1167942936210072899229
Operating income 3917790431120211897
Net profit -1798361531 -1606530133
The shareholders of Kunming Chenghai are as follows:
Name of shareholder shareholding ratio
Yunnan Metropolitan Real Estate Development Co.Ltd(600239) 100%
3. Honghe real estate
Name: Yunnan Honghe Real Estate Development Co., Ltd
Address: high tech investment building, No. 6, Haiyuan North Road, high tech Zone, Kunming, Yunnan
Date of establishment: October 25, 2001
Registered capital: 126 million yuan
Legal representative: Li Yang
Business scope: real estate development and operation (with qualification certificate); Sales of building materials, decoration materials, hardware and electrical equipment, general machinery and accessories, metal materials (except rare metals), mineral products (excluding management commodities), electronic products and instruments; Housekeeping services; Enterprise management consulting (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Red River
