Securities code: 000592 securities abbreviation: Zhongfu Straits (Pingtan) Development Company Limited(000592) Announcement No.: 2022-002 Zhongfu Strait (Pingtan) Development Co., Ltd
Announcement on the holding subsidiary’s intention to provide external financial assistance
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Important content tips:
1. Zhongfu Strait (Pingtan) Real Estate Co., Ltd., the holding subsidiary of the company, plans to provide Fujian Dongfeng Construction Engineering Co., Ltd. with a loan of RMB 8 million to pay the wages of migrant workers in the “Evergrande yujingwan project”. The loan interest rate is calculated according to the bank loan interest rate in the same period, and the loan term is no more than one year from the actual payment date. 2. The financial assistance has been deliberated and approved at the first meeting of the 10th board of directors in 2022 and does not need to be submitted to the general meeting of shareholders for deliberation.
3. The company will pay close attention to the future operation and capital dynamics of Fujian Dongfeng Construction Engineering Co., Ltd., maintain communication with relevant departments, continue to do a good job in risk control, and actively take measures to recover the loan. 1、 Overview of financial assistance
Zhongfu Strait (Pingtan) Development Co., Ltd. (hereinafter referred to as “the company”) held the first meeting of the 10th board of directors in 2022 on January 17, 2022, deliberated and adopted the proposal on the proposed external financial assistance of the holding subsidiary, It is agreed that the company’s holding subsidiary Zhongfu Strait (Pingtan) Real Estate Co., Ltd. (hereinafter referred to as “Zhongfu real estate company”) and Fujian Dongfeng Construction Engineering Co., Ltd. (hereinafter referred to as “Dongfeng construction company”) sign the loan contract to provide them with a loan of RMB 8 million, which is specially used to pay the wages of migrant workers in the “Evergrande yujingwan project”, The loan interest rate shall be calculated according to the loan interest rate of the bank in the same period, and the loan term shall not exceed one year from the actual payment date.
“Evergrande yujingwan project” is a real estate project developed by Zhongfu real estate company, a holding subsidiary of the company, in Pingtan comprehensive experimental zone. Dongfeng construction company is the general contractor of the project. Because Dongfeng construction company has no funds to pay the wages of migrant workers in the project, The Social Affairs Bureau of Pingtan Comprehensive Experimental Zone and the transportation and Construction Bureau of Pingtan Comprehensive Experimental Zone issued the notice on paying the wages of migrant workers of Hengda yujingwan project (LSB [2022] No. 3), requiring Zhongfu real estate company, as the owner of “Hengda yujingwan project”, to ensure the payment of wages of migrant workers, Strengthen the supervision of the construction general contractor to pay the wages of migrant workers in full and on time, and ask Zhongfu real estate company to allocate 8 million yuan from its co managed account with the real estate association to pay the wages of migrant workers owed by Dongfeng construction company. The above matters constitute that Zhongfu real estate company, the holding subsidiary of the company, provides financial assistance to Dongfeng construction company.
The provision of financial assistance does not affect the normal business development and fund use of the company, and does not belong to the situation that financial assistance is not allowed under the provisions of the stock listing rules and the guidelines for standardized operation of the main board of Shenzhen Stock Exchange. The independent directors have expressed their independent opinions on the matter, and the proposal does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of funded objects
1. Company name: Fujian Dongfeng Construction Engineering Co., Ltd
2. Date of establishment: August 10, 1989
3. Registered address: Beigao village, Beigao Town, Licheng District, Putian City
4. Registered capital: RMB 806.6 million
5. Legal representative: Xu Wenxiong
6. Unified social credit Code: 91350304155500341f
7. Enterprise type: limited liability company (sole proprietorship of natural person)
8. Business scope: class I general contracting house construction engineering; Rental of construction machinery, professional contracting of building decoration works, class I; Grade II of general contracting municipal public works; Grade II professional contracting of steel structure engineering; Class I professional contractor of earthwork and stonework; Grade I professional contracting of foundation and foundation works; Professional contracting of intelligent building engineering class I; Construction labor subcontracting; Urban landscaping construction; Highway engineering construction; Construction of water conservancy and hydropower projects; Wholesale and retail of building materials (excluding hazardous chemicals) and wood. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Ownership structure: Xu Wenxiong holds 100%
10. Main financial data: as of December 31, 2021, Dongfeng construction company had unaudited total assets of 2703120095.31 yuan, total liabilities of 1629868124.34 yuan, net assets of 1073251970.97 yuan, main business income of 2910328126.21 yuan and net profit of 266651970.97 yuan.
Dongfeng construction company has no relationship with the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc. The company did not provide financial assistance to Dongfeng construction company in 2021, and the company did not fail to pay off in time after the financial assistance expired. This financial assistance does not constitute a connected transaction or a major asset reorganization. 3、 Main contents of financial assistance agreement
1. Financial support object: Fujian Dongfeng Construction Engineering Co., Ltd
2. Amount of financial assistance: 8 million yuan
3. Term of financial assistance: no more than one year from the date of actual payment
4. Loan interest rate: the loan period interest rate is calculated according to the loan interest rate of the bank in the same period. If Dongfeng construction company fails to repay within the time limit, the overdue interest rate shall be 1.5 times of the loan period interest rate until the date of actual repayment of principal and interest.
5. Purpose of fund: it is specially used to pay the wages of migrant workers of Pingtan Evergrande yujingwan project
4、 Financial support risk analysis and risk control measures
The financial assistance meets the requirements of the notice on paying the wages of migrant workers of Evergrande yujingwan project (LSB [2022] No. 3) issued by the Social Affairs Bureau of Pingtan Comprehensive Experimental Zone and the transportation and Construction Bureau of Pingtan comprehensive experimental zone. The loan fund can only be used to pay the wages of migrant workers. The company will strictly supervise and verify the use of the fund by Dongfeng construction company, And actively prevent risks. The board of directors of the company will also pay close attention to the future operation and capital dynamics of Dongfeng construction company, maintain communication with relevant departments, continue to do a good job in risk control, and actively take measures to recover the loan.
5、 Opinions of the board of directors
Zhongfu real estate company, the holding subsidiary of the company, provided financial assistance to Dongfeng construction company this time, which is a prudent decision based on the actual needs of project construction and solving the wage problem of migrant workers. The amount of external loans accounts for 0.1621% of the company’s latest audited total assets and 0.2680% of its net assets, which will not have a significant adverse impact on the normal operation of the company, It will not harm the interests of the company’s shareholders, especially the minority shareholders.
6、 Opinions of independent directors
The independent directors believe that the financial assistance provided by Zhongfu real estate company, the holding subsidiary of the company, to Dongfeng construction company this time is to meet the actual needs of project construction and solving the wage problem of migrant workers, will not have a significant adverse impact on the normal operation of the company, and will not damage the interests of shareholders of the company, especially small and medium-sized shareholders. The voting procedures of the board of directors on this financial assistance comply with the provisions of relevant laws, regulations and the articles of association. We unanimously agree on this external financial assistance.
7、 Accumulated amount of financial assistance and overdue amount
As of the disclosure date of this announcement, the company and its subsidiaries have provided external financial assistance of RMB 8 million (including this financial assistance), accounting for 0.2680% of the company’s latest audited net assets, and there are no overdue external financial assistance.
8、 Documents for future reference
1. Notice on payment of migrant workers’ wages for Evergrande yujingwan project (LSB [2022] No. 3) issued by the Social Affairs Bureau of Pingtan Comprehensive Experimental Zone and the transportation and Construction Bureau of Pingtan comprehensive experimental zone;
2. Resolutions of the first meeting of the 10th board of directors in 2022;
3. Independent opinions of independent directors.
It is hereby announced.
Board of directors of Zhongfu Strait (Pingtan) Development Co., Ltd. January 19, 2002
