Securities code: 603126 securities abbreviation: Sinoma Energy Conservation Ltd(603126) Announcement No.: pro 2022-005 Sinoma Energy Conservation Ltd(603126)
Announcement on purchasing innovation complex building
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:
● the company plans to purchase partial properties of 13# building and 2# building of chenmei Commercial Plaza project located in the east of Gaofeng Road, Beichen District, Tianjin to meet the needs of production, operation and business development of the company;
● this transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies;
● this transaction has been deliberated and approved at the 9th meeting of the 4th board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation;
● there are no major legal obstacles affecting the transaction such as mortgage and pledge.
1、 Transaction overview
(I) in order to meet the needs of the company’s production, operation and business development, the company plans to purchase part of the 13# building and 2# building of chenmei Commercial Plaza project, located in the east of Gaofeng Road, Beichen District, Tianjin, developed by Tianjin Zhongchen Chaohua Real Estate Co., Ltd., with a construction area of 16214.63 square meters and a transaction price of about 157544563 yuan (tax included). The company plans to use the underlying assets as collateral to apply for bank loans to pay part of the house payment, and the rest of the house payment will be paid by the company with its own funds.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization of the listed company.
(II) at the 9th meeting of the 4th board of directors of the company, the proposal on the company’s purchase of innovative complex building and handling of mortgage loan was deliberated and adopted with 6 affirmative votes, 0 negative votes and 0 abstention votes.
(III) according to the Listing Rules of Shanghai Stock Exchange and the articles of association, this transaction is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Introduction to counterparty
(I) Company Name: Tianjin Zhongchen Chaohua Real Estate Co., Ltd
(II) company type: limited liability company (sole proprietorship of legal person)
(III) registered address: No. 280, Beijing Tianjin Road, Tianmu Town, Beichen District, Tianjin (IV) legal representative: Zhang Bo
(V) registered capital: RMB 200 million
(VI) business scope: real estate development and operation; Real estate information consultation; estate management; Hotel management consulting. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(VII) major shareholder or actual controller: Tianjin Zhongchen Chaohua Real Estate Co., Ltd. is a wholly-owned subsidiary of Beijing Pengyue Real Estate Co., Ltd. Beijing Pengyue Real Estate Co., Ltd. is a joint venture subsidiary of China Merchants Shekou Industrial Zone Holdings Co.Ltd(001979) (Tianjin) Co., Ltd., Beijing PENGYUAN Real Estate Co., Ltd. and Beijing Runzhi commercial operation management Co., Ltd.
(VIII) description of related relationship: there is no related relationship between the counterparty and the company.
3、 Basic information of transaction object
(I) subject assets: partial properties of 13# and 2# buildings of chenmei Commercial Plaza project located in the east of Gaofeng Road, Beichen District, Tianjin, with a construction area of 16214.63 square meters.
(II) status of the underlying assets: the property rights of the underlying assets are clear, and there are no major legal obstacles affecting the transaction such as mortgage and pledge.
(III) transaction pricing: the transaction price of the underlying asset is based on the market price and determined by both parties through negotiation.
(IV) source of transaction funds: the company’s own funds and bank mortgage loans.
4、 Impact on the company
This transaction conforms to the company’s strategic planning, is conducive to meeting the company’s production, operation and business development needs, further attracting and retaining talents, improving the company’s comprehensive competitive strength and promoting the company’s sustainable development. 5、 Documents for future reference
Resolution of the 9th meeting of the 4th board of directors.
It is hereby announced.
Sinoma Energy Conservation Ltd(603126) board of directors January 17, 2022
