Special self inspection report of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. on the real estate business involved in this major asset sale and related party transactions
Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. (hereinafter referred to as the “company”, ” Jinan High-Tech Development Co.Ltd(600807) ” or “listed company”) plans to transfer 100% of the equity of nqm gold 2 Pty Ltd held by its subsidiary CQT holdings Pty Limited to Shandong Yulong Gold Co.Ltd(601028) subsidiary yurain gold Pty Ltd (hereinafter referred to as the “transaction”), and this transaction constitutes a major asset reorganization. According to the notice of the State Council on Resolutely Curbing the rapid rise of house prices in some cities (GF [2010] No. 10), the notice of the general office of the State Council on continuing to do a good job in the regulation and control of the real estate market (GBF [2013] No. 17), the CSRC’s regulatory policy on adjusting the refinancing, M & A and reorganization of listed companies involving real estate business (hereinafter referred to as “regulatory policy”) and other relevant laws According to the provisions of departmental rules and normative documents, whether the company has idle land, land speculation, hoarding and reluctant sale in the real estate business of the company and its subsidiaries within the scope of merger (including the target company involved in this major asset sale, hereinafter referred to as “the company and its subsidiaries”) from January 1, 2020 to December 31, 2021 (hereinafter referred to as “the reporting period”) A special self-examination has been conducted on violations of laws and regulations such as driving up house prices, and this self-examination report has been issued.
1、 Self inspection scope
According to the provisions of GBF [2013] No. 17 document and the regulatory policy issued by the CSRC, the real estate projects included in the scope of self inspection include the completed, under construction and proposed real estate development projects developed in China by the company and its real estate enterprises within the scope of consolidated statements during the reporting period.
Through self inspection, the company and its subsidiaries had 6 completed projects and 6 under construction projects in total during the reporting period. The specific conditions of the above real estate projects are as follows:
Project name and land use of development unit
Sign state
1. The residential land of shengshijingyuan Yantai Cunbao Real Estate Development Co., Ltd. has been completed
2. The residential land of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. in Shengshi Longcheng district a has been completed
3. The residential land of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. in Shengshi Longcheng District B has been completed
4. The residential land of Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. in Shengshi Longcheng District C has been completed
5. The commercial and financial industries of Shandong Yong’an Real Estate Development Co., Ltd. in Longao Tianjie square have been completed
6. The residential land of Zhangqiu branch of Shengshi international Jinan Chengdu Hi-Tech Development Co.Ltd(000628) Co., Ltd. has been completed
7. The residential land and commercial land of lanjiayuan Dongying Lankai Real Estate Co., Ltd. are under construction
8. The residential land and commercial land of Weifang Jigao Hangu Industrial Development Co., Ltd. in Jigao Guanlan county are under construction
Other places of business
9. Financial land under construction of Jigao Shanghe yinqihe Jigao Industrial Development Co., Ltd
Qihe Jigao Urban Construction Co., Ltd
10. Qihe Jigao Urban Development Co., Ltd. is under construction for ordinary commercial housing land of Qizhou Prefecture
Jigao international health culture foundation
11. Other commercial land projects under construction of Qihe Jigao Industrial Investment Co., Ltd. (phase I)
Jigao Tianan industrial co production
12 industrial land under construction base of Jigao Tianan Zhigu (Wuxi) construction and Development Co., Ltd
2、 Self inspection mode
(I) self inspection method on whether there is idle land, land speculation, etc
The self inspection methods adopted to check whether the relevant real estate enterprises within the self inspection scope have idle land, land speculation and other situations during the reporting period include but are not limited to:
1. Check the land transfer contract, land use certificate and other ownership documents obtained during the real estate project development of the company and its subordinate enterprises;
2. Consult the documents and materials related to construction obtained during the development of real estate projects of the company and its subsidiaries, including but not limited to construction land planning permit, construction project planning permit, construction project construction permit and so on;
3. Self check whether the real estate projects of the company and its subsidiaries have not been started, and whether the proposed / to be built projects do not meet the investment requirements and actual development progress requirements, or exceed the construction and development date agreed in the contract for more than one year;
4. Log in to the website of the land and resources management department where the real estate projects of the company and its subsidiaries are located, including the website of the Ministry of natural resources of the people’s Republic of China（ http://www.mnr.gov.cn./ ）, Shandong Provincial Department of natural resources（ http://dnr.shandong.gov.cn./ ）, Jinan natural resources and Planning Bureau（ http://nrp.jinan.gov.cn./ ）Credit China website（ https://www.creditchina.gov.cn./ ）And consult the relevant administrative punishment information publicly disclosed by the relevant competent departments on land violations.
(II) self inspection method on whether there are situations such as covering the market, reluctant to sell, driving up house prices, etc
The self-examination methods adopted to check whether the relevant real estate enterprises within the scope of self-examination in the reporting period are reluctant to sell or bid up house prices during the reporting period include but are not limited to:
1. Consult the pre-sale permit of commercial housing and other relevant documents and materials of project pre-sale and sales obtained by the company and its subsidiaries in the process of real estate project development;
2. Spot check the commercial housing pre-sale / sales contracts of the real estate development projects within the scope of self inspection during the reporting period, and analyze whether there is a situation of signing false commercial housing sales contracts to drive up house prices;
3. Check the website of the Ministry of housing and urban rural development of the people’s Republic of China（ https://www.mohurd.gov.cn./ ）, Shandong Provincial Department of housing and urban rural development（ http://zjt.shandong.gov.cn./ ）, Jinan housing and Urban Rural Development Bureau（ http://jncc.jinan.gov.cn./ ）And other websites on the publicity information of illegal cases of commercial housing sales, and search through the network whether the relevant real estate enterprises within the scope of this self inspection have been subject to administrative punishment by the relevant departments of housing and construction management or are being (filed) investigated for illegal acts such as covering the market, reluctant to sell and driving up house prices during the reporting period.
3、 Self inspection basis and opinions
(I) self inspection on whether there is idle land
1. Relevant legal provisions on the identification of idle land
Article 26 of the urban real estate administration law of the people’s Republic of China (hereinafter referred to as the “real estate administration law”) stipulates that if the land use right is obtained by means of transfer for real estate development, the land must be developed according to the land use and the construction and development period agreed in the land use right transfer contract. If the development has not been started for one year beyond the date agreed in the transfer contract, a land idle fee equivalent to less than 20% of the land use right transfer fee may be levied; If the development has not started for two years, the land use right may be recovered free of charge; However, except for the delay in the commencement of development caused by force majeure or the acts of the government or relevant government departments or the preliminary work necessary for the commencement of development.
According to Article 2 of the measures for the disposal of idle land, idle land refers to the state-owned construction land that has not been developed for one year after the paid use contract or allocation decision of the state-owned construction land use right is reached. The state-owned construction land that has started development but the area of development and construction land accounts for less than one-third of the total area of development and construction land that should start, or the amount of investment accounts for less than 25% of the total investment, and the development and construction has been suspended for one year can also be recognized as idle land.
According to Article 8 of the measures for the disposal of idle land, “Under any of the following circumstances, if the commencement and development is delayed due to the actions of the government and relevant government departments, the person with the right to use state-owned construction land shall provide the municipal and county competent departments of land and resources with explanatory materials on the reasons for idle land. If it is verified to be true, it shall be disposed of in accordance with the provisions of articles 12 and 13 of these measures: (I) Failing to deliver the land to the state-owned construction land user according to the time limit and conditions agreed and stipulated in the paid use contract of the state-owned construction land use right or the allocation decision, so that the project does not meet the conditions for commencement and development; (II) the owner of the right to use state-owned construction land cannot develop according to the purposes, planning and construction conditions agreed and specified in the paid use contract or the allocation decision of the right to use state-owned construction land due to the revision of the overall land use plan and urban and rural plan according to law; (III) the agreed and stipulated planning and construction conditions need to be modified due to the introduction of relevant national policies; (IV) unable to start development due to the disposal of letters and visits from relevant people on the land; (V) unable to start development due to military control, cultural relics protection, etc; (VI) other acts of the government and relevant government departments. If the land is idle due to force majeure such as natural disasters, it shall be handled in accordance with the provisions of the preceding paragraph. “.
According to Article 14 of the measures for the disposal of idle land, “Except for the circumstances specified in Article 8 of these measures, idle land shall be disposed of in the following ways: (I) if the construction has not been started for one year, the competent department of land and resources of the city or county shall, after reporting to and obtaining the approval of the people’s Government at the same level, issue the decision on Levying the idle land fee to the right holder of state-owned construction land, and collect the idle land fee according to 20% of the land transfer or allocation price. The idle land fee shall not be included in the production cost; (II) If the construction has not been started for two years, the municipal and county land and resources departments shall, in accordance with Article 37 of the land administration law of the people’s Republic of China and Article 26 of the urban real estate administration law of the people’s Republic of China, report to the people’s government with the right of approval, issue the decision on recovering the right to use state-owned construction land to the person with the right to use state-owned construction land, and recover the right to use state-owned construction land free of charge. If the idle land is mortgaged, a copy shall be sent to the relevant land mortgagee at the same time. “.
According to the second paragraph of Article 22 of the measures for idle land, “if the construction and development date is not agreed or specified due to special circumstances, or the agreement or regulation is not clear, the construction shall be started one year from the date of actual delivery of the land
According to article (VI) of Guo ban [2008] No. 3, “Strictly implement the disposal policy of idle land. If the land has been idle for more than two years and should be recovered free of charge according to law, it shall be resolutely recovered free of charge and rearranged for use; if it does not meet the statutory recovery conditions, it shall also be disposed of and fully utilized in a timely manner by changing its use, equivalent replacement, arranging temporary use and incorporating it into the government reserve. If the land has been idle for more than one year but less than two years, the land idle fee shall be levied at 20% of the price of the transferred or allocated land.”.
Article (VIII) of the notice of the State Council on Resolutely Curbing the rapid rise of house prices in some cities (GF [2010] No. 10) stipulates: “strengthen the supervision of land purchase and financing of real estate development enterprises. The Department of land and resources shall strengthen special rectification and clean-up, and strictly investigate and deal with idle land and land speculation in accordance with the law” “Commercial banks shall not grant loans for new development projects to real estate development enterprises with idle land and land speculation, and the securities regulatory department shall suspend the approval of their listing, refinancing and major asset restructuring.”.
The regulatory policy stipulates that “the determination of whether there are problems such as idle land shall be subject to the administrative punishment information published by the Department of land and resources”, “the determination of whether there are illegal acts such as idle land shall be subject to the administrative punishment information published by the Department of land and resources in principle”.
2. Self inspection opinions
Based on the above self-examination, the company believes that during the reporting period, the company and its subsidiaries did not have the situation of idle land involved in the above legal provisions, nor did they receive the idle land recognized by the planning and natural resources department as the idle land that should be charged or the land use right should be recovered free of charge, There is no case that the planning and natural resources management department has punished or is being (filed) investigated for idle land.
(II) self inspection on whether there is land speculation
1. Relevant laws and regulations on land speculation
According to Article 39 of the real estate management law, “if the land use right is obtained by means of transfer, the following conditions shall be met when transferring the real estate:… (II) investment and development shall be carried out in accordance with the transfer contract. If it belongs to a housing construction project, percent of the total development investment shall be completed
