Securities code: Yunnan Metropolitan Real Estate Development Co.Ltd(600239) securities abbreviation: St Yuncheng Announcement No.: Lin 2022046 Yunnan Metropolitan Real Estate Development Co.Ltd(600239)
Announcement on providing guarantee for controlling shareholders
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. The guaranteed Yunnan kanglv Holding Group Co., Ltd. (hereinafter referred to as “kanglv group”) is the controlling shareholder of Yunnan Metropolitan Real Estate Development Co.Ltd(600239) (hereinafter referred to as “the company”).
2. The guarantee amount is 219 million yuan; The company has actually provided guarantee for kanglv group, and the balance is 4.476 billion yuan (excluding this guarantee); The guarantee balance provided by kanglv group for the company is about RMB 12.159 billion. 3. Whether there is counter guarantee in this guarantee: Yes
4. Cumulative amount of overdue external guarantee: the amount of overdue external guarantee of the company is RMB 211 million.
5. Special risk warning: the total amount of external guarantee of the company and its holding subsidiaries exceeds 100% of the latest audited net assets. Please pay attention to the relevant risks.
1、 Overview of guarantee
The company provided kanglv group with a total amount of joint and several liability guarantee for financing 219 million yuan from Yunnan branch of Export Import Bank of China (hereinafter referred to as “export import bank”), and the loan maturity date is October 24, 2022; On May 18, 2022, the company signed the guarantee contract with the export import bank. Kanglv group provides counter guarantee for the company’s guarantee in the form of joint and several liability guarantee.
This external guarantee has been deliberated and approved at the 36th meeting of the ninth board of directors and the fourth extraordinary general meeting of shareholders in 2022. It is not necessary to submit it to the board of directors and the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
Name: Yunnan kanglv Holding Group Co., Ltd
Legal representative: Yang Min
Date of establishment: April 28, 2005
Registered capital: six billion one hundred forty-two million two hundred fourteen thousand four hundred yuan only
Unified social credit Code: 915 Dalian Demaishi Precision Technology Co.Ltd(301007) 726970638
Company type: limited liability company
Registered address: high tech investment building, No. 6, Haiyuan North Road, high tech Zone, Kunming, Yunnan
Actual controller of kanglv group: state owned assets supervision and Administration Commission of Yunnan Provincial People’s Government (hereinafter referred to as “Yunnan SASAC”)
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: 10000 yuan)
Subject: December 31, 2021 (audited) March 31, 2022 (Unaudited)
Total assets 25591466562579402551
Net assets 575875178592074783
Operating income 37642398335165164
Net profit -91721681 -18335578
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. Kanglv group is the controlling shareholder of the company and Yunnan SASAC is the actual controller of kanglv group.
3、 Main contents of the guarantee agreement
1. The company agrees to provide joint and several liability guarantee for the debts of kanglv group under the main contract according to the guarantee contract. The guarantee period under the guarantee contract is three years from the date of expiration of the debt performance period under the main contract. 2. The guarantee scope of the company under the guarantee contract includes loan principal and interest. The company promises that the guarantee liability under the guarantee contract will not be reduced due to the repeated recycling of the amount under the main contract.
3. The company and Exim Bank hereby specially agree that if Exim Bank holds any other guarantee for the guaranteed debt, the company shall not require exim bank to exercise other guarantee first under any circumstances. The company shall not require to bear the guarantee liability required by the export import bank in proportion on the grounds of the proportional arrangement between it and any other company.
4. As long as the guaranteed debt has not been fully paid off, the company will not recover or claim rights from kanglv group for the part of its guarantee responsibility. If the company receives any payment from kanglv group due to its recovery or claim of any right against kanglv group in violation of this article, the company shall immediately pay it to exim bank upon receipt of such payment.
5. If the export import bank and kanglv group agree to change the content of the main contract, the company will bear the guarantee liability within the changed guarantee scope without the consent of the company, except that the export import bank and kanglv group change the amount, term, currency and interest rate of the main contract and increase the company’s liability.
6. Without the prior consent of the company, exim bank can transfer the creditor’s rights guaranteed by the guarantee contract to any third party. Once such transfer is notified to the company, the company will still bear the guarantee liability within the scope of the original guarantee, and the company shall complete the corresponding legal procedures for this purpose.
7. The original of the guarantee contract is made in quadruplicate, with the export import bank and the company holding two copies respectively, which have the same legal effect.
4、 Necessity and rationality of guarantee
Under the state owned assets supervision and Administration Commission of Yunnan Province, kanglv group is the first provincial state-owned cultural tourism and health care enterprise in China. Its strategic positioning is to build two trillion level industrial leading enterprises of cultural tourism and health service in Yunnan Province. It is an important implementation subject and state-owned asset operation and management subject of building a world-class healthy living destination and an international health tourism demonstration area in Yunnan Province, and plays an important role in the economic construction of Yunnan Province. In order to help the company’s financing work, kanglv group has always provided guarantee for the financing of the company and its subsidiaries; At the same time, as an important subsidiary of kanglv group, the company also plays an important role in the financing process of kanglv group.
In view of the above, the company and kanglv group will cooperate in the financing work in 2022 and give full play to their respective resource advantages to establish a mutual insurance relationship.
5、 Opinions of the board of directors
The 36th meeting of the ninth board of directors of the company deliberated and approved the proposal on the company’s application for guarantee amount from controlling shareholders and the establishment of mutual insurance relationship in 2022. For details, see the website of Shanghai Stock Exchange on April 14, 2022（ http://www.sse.com.cn. ）And Lin 2022021 announcement on the resolution of the 36th meeting of the 6 Shenzhen Hepalink Pharmaceutical Group Co.Ltd(002399) th board of directors published in Shanghai Securities News, China Securities News, securities times and Securities Daily.
The independent directors of the company have issued opinions on the matters of mutual recognition; Based on the principle of independent and objective judgment, the company expressed the following independent opinions on Mutual Insurance: the establishment of mutual insurance relationship between the company and kanglv group is conducive to the sharing of credit resources of financial institutions; The related party transactions between the company and kanglv group comply with the principle of market transactions, and there is no situation that damages the interests of the company and all shareholders, especially non related shareholders and minority shareholders.
6、 Accumulated external guarantees and overdue guarantees
1. As of the disclosure date of this announcement, the guarantee balance provided by the company for kanglv group was 4.476 billion yuan (excluding this guarantee), and the guarantee balance provided by kanglv group for the company was about 12.159 billion yuan; The total amount of guarantee provided by the holding company and its subsidiaries in the most recent period (including the guarantee provided by the holding company for customers in the most recent period) is RMB 17.64 billion, accounting for about 12.64% of the total amount of guarantee provided by the holding company and its subsidiaries in the most recent period; The total amount of guarantees provided by the company to its holding subsidiaries was about 5.304 billion yuan, accounting for 751.94% of the company’s latest audited net assets.
2. Details of overdue guarantee
(1) Yunnan OCT Industry Co., Ltd. (hereinafter referred to as “OCT industry”) is jointly invested and established by Shenzhen Overseas Chinese Town Co.Ltd(000069) (hereinafter referred to as “OCT shares”), Oct Enterprise Co., Ltd. (Hong Kong) and the company, of which OCT shares hold 50%; OCT Enterprises Limited (Hong Kong) holds 20%; The company holds 30%.
OCT industry handled a loan of 51 million yuan from Yunnan World Expo tourism Holding Group Co., Ltd. (the same controller as OCT industry) on December 22, 2020 for a period of one year (from December 22, 2020 to December 22, 2021). The company provided pledge guarantee with 3.75% equity of OCT industry and went through the equity pledge registration procedures.
The loan belongs to the loan between related parties under the same controller, so the loan extension agreement is not signed in time, which constitutes overdue guarantee, but the guarantee risk is controllable.
(2) On December 26, 2018, the company provided a loan of 288 million yuan to China Huarong Asset Management Co., Ltd. Yunnan Branch (hereinafter referred to as “Huarong Yunnan Company”) for its wholly-owned subsidiary, Shaanxi purunda Investment Development Co., Ltd. (hereinafter referred to as “Shaanxi purunda”), providing full joint and several liability guarantee for a loan term of 3 years (from December 26, 2018 to December 24, 2021). Up to now, the balance of the loan is 140 million yuan.
At the end of 2021, the company has transferred Shaanxi purunda to Yunnan Urban Investment Kangyuan Investment Co., Ltd. (a wholly-owned subsidiary of kanglv group). At present, Shaanxi purunda is negotiating with Huarong Yunnan Company on matters related to repayment. Shaanxi purunda’s inventory for sale is about 500 million yuan, and the pre-sale license will be obtained in the near future. It is expected that the sales return can cover the above loan balance, and the company’s guarantee risk is controllable.
It is hereby announced.
Yunnan Metropolitan Real Estate Development Co.Ltd(600239) board of directors may 20, 2022
