Securities code: 002146 securities abbreviation: Risesun Real Estate Development Co.Ltd(002146) Announcement No.: Lin 2022-007 Risesun Real Estate Development Co.Ltd(002146) announcement on external guarantee
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Special risk tips:
The total external guarantee amount of the company and its holding subsidiaries exceeds 100% of the latest audited net assets, and the guarantee amount of the company with an asset liability ratio of more than 70% exceeds 50% of the company’s latest audited net assets. Investors are reminded to pay full attention to the guarantee risk.
1、 Overview of guarantee
1. Langfang Junyi building materials Co., Ltd. (hereinafter referred to as “Junyi building materials”) was established in May 2017 and is an important cooperative supplier of Risesun Real Estate Development Co.Ltd(002146) (hereinafter referred to as “the company”). Due to business needs, Junyi building materials plans to apply for financing from financial institutions with an amount of no more than 1070 million yuan, and Nanjing Huaou shundu Real Estate Co., Ltd. (hereinafter referred to as “Nanjing Huaou”), a wholly-owned subsidiary of the company, will provide mortgage guarantee for the above financing with its land. The guarantee amount shall not exceed 1235 million yuan and the guarantee period shall not exceed 36 months. Junyi building materials signed a counter guarantee agreement with the company as a counter guarantee measure for the above guarantee. Meanwhile, the company and Junyi building materials agreed that the financing under the credit line of relevant financial institutions guaranteed by the company is clearly used for projects related to the interests of the company, and the relevant personnel of the company shall conduct regular review and supervision. The overall risk of the company’s guarantee is controllable.
Junyi building materials is one of the important material suppliers of the company. In recent years, Junyi building materials has provided materials for the company with a total purchase amount of about 971 million yuan. Based on the framework agreement signed between Junyi building materials and the company, the cooperation amount between the company and Junyi building materials is expected to be 2 billion yuan in the next three years. This time, on the premise of controllable risk, providing mortgage guarantee for Junyi building materials will help Junyi building materials obtain better credit line and credit account period, reduce capital cost, enhance the stability of cooperation between the company and suppliers, and then enhance the stability of the implementation of the company’s real estate development projects, It helps the company to better complete the construction of real estate development projects in North China, meet the construction requirements of the local government, ensure the project progress and project quality, help the company to complete the project delivery tasks on schedule, and promote the steady development of the company’s business performance.
2. Langfang Jiali building materials Co., Ltd. (hereinafter referred to as “Langfang Jiali”), established in May 2017, is an important cooperative supplier of the company. Due to the needs of business operation, Langfang Jiali plans to apply to financial institutions for financing with an amount of no more than 350 million yuan, and three subordinate companies such as Nanjing Huaou, a subsidiary of the company, provide mortgage guarantee for the above financing with their real estate and other assets. The guarantee amount shall not exceed 405 million yuan and the guarantee period shall not exceed 36 months. Langfang Jiali signed a counter guarantee agreement with the company as a counter guarantee measure for the above guarantee. The above guarantee matters have been deliberated and approved by the first extraordinary general meeting of shareholders of 2022 held on January 10, 2022.
According to the requirements of financial institutions to provide supplementary guarantee for the above financing, the company, the wholly-owned subsidiary Linyi Rongsheng Real Estate Development Co., Ltd. (hereinafter referred to as “Linyi Rongsheng”) and the wholly-owned subsidiary Nanjing Rongsheng Real Estate Co., Ltd. (hereinafter referred to as “Nanjing Rongsheng real estate”) intend to sign the pledge contract with financial institutions respectively, The 100% equity of its wholly-owned subsidiary Linyi Rongsheng, 90% equity of its holding subsidiary Linyi Kane Real Estate Co., Ltd. (hereinafter referred to as “Linyi Kane”) and 100% equity of its wholly-owned subsidiary Nanjing Huaou provide supplementary pledge guarantee for the above financing of Langfang Jiali; Linyi Rongsheng, the wholly-owned subsidiary Linyi Shangsheng Business Management Service Co., Ltd. (hereinafter referred to as “Linyi shangsheng”) and the wholly-owned subsidiary Nanjing Shenghui Business Management Co., Ltd. (hereinafter referred to as “Nanjing Shenghui”) intend to sign guarantee contracts with financial institutions respectively to provide supplementary guarantee for the above financing of Langfang Jiali. The above guarantee amount shall not exceed 405 million yuan, and the guarantee period shall not exceed 36 months. Langfang Jiali has signed a counter guarantee agreement with the company as a counter guarantee measure for the above guarantee. At the same time, the company and Langfang Jiali agreed that the financing under the credit line of relevant financial institutions guaranteed by the company is clearly used for projects related to the interests of the company, and the relevant personnel of the company shall conduct regular review and supervision. The overall risk of the company’s guarantee is controllable.
Langfang Jiali is one of the important material suppliers of the company. In recent years, Langfang Jiali has provided materials for the company, with a total purchase amount of about 540 million yuan. Based on the framework agreement signed between Langfang Jiali and the company, the cooperation amount between the company and Langfang Jiali is expected to be 1 billion yuan in the next three years. On the premise of controllable risk, providing pledge and guarantee for Langfang Jiali this time will help Langfang Jiali obtain better credit line and credit account period, reduce capital cost, enhance the stability of cooperation between the company and suppliers, and then enhance the stability of the implementation of the company’s real estate development projects, It helps the company to better complete the construction of real estate development projects in North China, meet the construction requirements of the local government, ensure the project progress and project quality, help the company to complete the project delivery tasks on schedule, and promote the steady development of the company’s business performance. 3. Consideration of the above guarantee
The above guarantees and supplementary guarantees have been deliberated and approved at the sixth meeting of the seventh board of directors of the company. They are carried out under the premise of controllable risk in order to ensure the stability of the engineering quality of the company’s real estate development projects, ensure the smooth construction and delivery of the projects on schedule, and establish a stable supplier relationship. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, the above guarantee matters shall not come into force until they are submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of the guaranteed
1. Guaranteed: Junyi building materials;
Date of establishment: May 27, 2017;
Registered address: Nanying village, economic and Technological Development Zone, Langfang City, Hebei Province;
Legal representative: Wang Xin;
Registered capital: 30 million yuan;
Business scope: building materials, decoration materials, hardware and electrical materials, waterproof and thermal insulation materials. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Shareholders: Langfang Dixin building materials Co., Ltd. holds 100%.
After verification, the company is not a dishonest person.
Financial situation: as of December 31, 2021, Junyi building materials had total assets of RMB 601 million, total liabilities of RMB 227 million and net assets of RMB 374 million; From January to December 2021, Junyi building materials achieved an operating revenue of 1.353 billion yuan and a net profit of 137 million yuan.
Relationship between the guaranteed and the company: Junyi building materials and its shareholders have no affiliated relationship with the company, the company’s directors, supervisors, senior executives and the company’s subsidiaries. This guarantee is not an affiliated guarantee.
2. Guaranteed: Langfang Jiali;
Date of establishment: May 27, 2017;
Registered address: Sihai Road market, economic and Technological Development Zone, Langfang City, Hebei Province;
Legal representative: Wang Lijia;
Registered capital: RMB 50 million;
Business scope: Sales: building materials, decoration materials, hardware and electrical materials, waterproof and thermal insulation materials.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Shareholders: natural person Wang Lijia holds 60% equity of Langfang Jiali, and natural person li Dandan holds 40% equity of Langfang Jiali; The actual controller is natural person Wang Lijia.
After verification, the company is not a dishonest person.
Financial situation: as of November 30, 2021, Langfang Jiali had total assets of 358 million yuan, total liabilities of 257 million yuan and net assets of 101 million yuan; From January to November 2021, Langfang Jiali achieved an operating revenue of 205 million yuan and a net profit of 24 million yuan.
Relationship between the guaranteed and the company: Langfang Jiali and its shareholders have no affiliated relationship with the company, its directors, supervisors, senior executives and its subsidiaries, and this guarantee is not an affiliated guarantee.
3、 Main contents of the guarantee agreement
(I) guarantee for Junyi building materials
1. Mortgage guarantor: Nanjing Huaou;
2. Main contents of guarantee: Nanjing Huaou signed the mortgage contract with financial institutions to provide mortgage guarantee for the financing of Junyi building materials. The guarantee amount shall not exceed 1235 million yuan and the guarantee period shall not exceed 36 months.
3. Scope of guarantee: the scope of mortgage guarantee includes the principal, interest, default interest, compound interest, liquidated damages, damages, handling charges and other expenses incurred by the mortgagee for signing or performing the contract under the main contract, the interest and penalty for delayed performance of the debt to be borne by the debtor and the guarantor according to the relevant provisions of the civil procedure law All expenses (including but not limited to legal fees, attorney fees, travel expenses, evaluation fees, transfer fees, insurance premiums, preservation fees, announcement fees, notarization and certification fees, translation fees, execution fees, etc.) for the mortgagee to realize the main creditor’s rights and security rights, and other expenses payable by the debtor of the main contract and the mortgagor to the mortgagee, And the security deposit that the mortgagee requires the debtor to make up according to the main contract. The mortgage guarantee period starts from the effective date of mortgage registration to the expiration of all debt performance periods agreed in the loan contract. The details shall be subject to the relevant mortgage contract and mortgage list.
(II) guarantee for Langfang Jiali
1. Guarantor:
(1) Mortgage guarantors: Nanjing Huaou, Linyi Rongsheng and Linyi Kane;
(2) Pledge guarantors: the company, Linyi Rongsheng, Nanjing Rongsheng real estate;
(3) Guarantor: Linyi Rongsheng, Linyi shangsheng and Nanjing Shenghui.
2. Main contents of guarantee:
(1) Main contents of mortgage guarantee: Nanjing Huaou, Linyi Rongsheng and Linyi Kane, the subsidiaries of the company, respectively signed the mortgage contract with financial institutions to provide mortgage guarantee for Langfang Jiali financing with their real estate and other assets.
(2) Main contents of supplementary pledge guarantee: the company, Linyi Rongsheng and Nanjing Rongsheng real estate respectively signed the pledge contract with financial institutions to provide supplementary pledge guarantee for the above financing of Langfang Jiali with 100% equity of its wholly-owned subsidiary Linyi Rongsheng, 90% equity of its holding subsidiary Linyi Kane and 100% equity of its wholly-owned subsidiary Nanjing Huaou.
(3) Main contents of supplementary guarantee: Linyi Rongsheng, Linyi shangsheng and Nanjing Shenghui signed the guarantee contract with financial institutions respectively to provide supplementary guarantee of joint and several liability for the above financing of Langfang Jiali.
The above guarantee amount shall not exceed 405 million yuan, and the guarantee period shall not exceed 36 months. 3. Scope of guarantee:
(1) Scope of mortgage guarantee: the scope of mortgage guarantee includes the principal, interest, default interest, compound interest, liquidated damages, damages, handling charges and other expenses incurred by the mortgagee for signing or performing the contract under the main contract, the interest and penalty for delayed performance borne by the debtor and the guarantor according to the relevant provisions of the civil procedure law All expenses (including but not limited to legal fees, attorney fees, travel expenses, evaluation fees, transfer fees, insurance premiums, preservation fees, announcement fees, notarization and certification fees, translation fees, execution fees, etc.) for the mortgagee to realize the main creditor’s rights and security rights, and other expenses payable by the debtor of the main contract and the mortgagor to the mortgagee, And the security deposit that the mortgagee requires the debtor to make up according to the main contract. The mortgage guarantee period starts from the effective date of mortgage registration to the expiration of all debt performance periods agreed in the loan contract. The details shall be subject to the relevant mortgage contract and mortgage list. (2) The scope of supplementary pledge guarantee includes the principal, interest, default interest, compound interest, liquidated damages, damages, handling charges and other expenses incurred by the Pledgee for signing or performing the contract under the main contract, the interest and penalty for delayed performance of the debt determined to be borne by the debtor and the guarantor in accordance with the relevant provisions of the civil procedure law All expenses (including but not limited to legal fees, attorney fees, travel expenses, evaluation fees, transfer fees, insurance premiums, preservation fees, announcement fees, notarization and certification fees, translation fees, execution fees, etc.) for the pledgee to realize the principal creditor’s rights and security rights, and other expenses payable by the debtor of the main contract and the pledgor to the pledgee, And the deposit that the pledgee requires the debtor to make up according to the main contract. The pledge guarantee period starts from the effective date of pledge registration to the expiration of the performance period of all debts agreed in the loan contract. The details shall be subject to the relevant pledge contract and pledge list.
(3) The scope of supplementary guarantee includes the principal, interest, default interest, compound interest, liquidated damages, damages, handling charges and other expenses incurred by the creditor for signing or performing the contract under the main contract, the interest and penalty for delayed performance of the debt determined to be borne by the debtor and the guarantor in accordance with the relevant provisions of the civil procedure law All expenses (including but not limited to legal fees, attorney fees, travel expenses, evaluation fees, transfer fees, insurance premiums, preservation fees, announcement fees, notarization and certification fees, translation fees, execution fees, etc.) for the creditor to realize the main creditor’s rights and security rights, and other expenses payable to the creditor by the debtor and the guarantor of the main contract, And the deposit that the creditor requires the debtor to make up according to the main contract.
4、 Opinions of the board of directors of the company
With regard to the above guarantees, the board of directors of the company believes that:
Junyi building materials is the business cooperation unit of the company’s subordinate company, with stable operation and low risk. The company provides mortgage guarantee for its financing, and Junyi building materials signs a counter guarantee agreement with the company as a counter guarantee measure, which does not damage the interests of the company and shareholders. With the continuous development of business, Junyi building materials has enough ability to repay the above financing.
Langfang Jiali is a business cooperation unit of the company’s subordinate company, with stable operation and low risk. The company provides mortgage guarantee, supplementary pledge guarantee and supplementary guarantee guarantee for its financing, and Langfang Jiali signs a counter guarantee agreement with the company as a counter guarantee measure, which does not damage the interests of the company and shareholders. With the continuous development of business, Langfang Jiali has sufficient ability to repay the above financing.
5、 Opinions of independent directors
The independent director’s opinion on the above external guarantee matters expressed by the independent director of the company believes that the above guarantee complies with the relevant provisions of the CSRC, such as the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies, the notice on regulating the external guarantee behavior of listed companies, etc. Junyi building materials is the business cooperation unit of the company’s subordinate company, with stable operation and low risk. The company provides mortgage guarantee for its financing, and Junyi building materials signs a counter guarantee agreement with the company as a counter guarantee measure to provide mortgage guarantee for the above financing, which does not damage the interests of the company and shareholders; Langfang Jiali is a subordinate company of the company
