Stock Code: 000042 stock abbreviation: Shenzhen Centralcon Investment Holding Co.Ltd(000042) Announcement No.: 2022-02 Shenzhen Centralcon Investment Holding Co.Ltd(000042)
Announcement on external financial assistance
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without any false records, misleading statements or major omissions.
1、 Overview of financial assistance
Dongguan Zhongzhou Real Estate Co., Ltd. (hereinafter referred to as “Zhongzhou real estate” or “target company”) is a joint-stock company of Dongguan Zhongzhou Real Estate Co., Ltd. (hereinafter referred to as “Dongguan Zhongzhou real estate”) which is a wholly-owned subsidiary of the company. In order to obtain the project and daily operation and development needs of the target company, all partners negotiate together, The company agrees that Dongguan Zhongzhou land intends to provide loans to the target company at the shareholding ratio of 40%, and other shareholders intend to provide loans to the target company at the shareholding ratio of 60% under the same conditions. To this end, Dongguan Zhongzhou land intends to provide financial assistance of no more than RMB 500 million to the target company, and other shareholders intend to provide loans of no more than RMB 750 million to the target company.
Dongguan Zhongzhou real estate is not included in the scope of the company’s consolidated statements, so this loan constitutes external financial assistance. This financial assistance is within the plan of the company’s external financial assistance amount in 2021, which meets the conditions for the general meeting of shareholders to authorize the board of directors and further delegate the authorization to the management of the company to make decisions, and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
2、 Basic information of funded objects
Company name: Dongguan Zhongzhou Real Estate Co., Ltd
Unified social credit Code: 91441900ma4xac4664
Date of establishment: November 3, 2017
Registered capital: 50 million yuan
Legal representative: Huang Yu
Registered address: Zone A, floor 1, club building 6, CITIC Triumph International Garden, No. 200, Dongguan Avenue, Nancheng street, Dongguan
Business scope: real estate development; estate management; Landscape engineering design and construction; Construction of building works; Construction of building decoration works; Real estate intermediary services; Property leasing; Technology business incubation services; Industrial investment; Wholesale, retail. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Equity structure: Dongguan Zhongzhou land Co., Ltd. holds 40% equity, Dongguan Longtai Real Estate Development Co., Ltd. holds 25%, Dongguan Jiatai Industrial Investment Co., Ltd. holds 15% equity, and Dongguan Chiyuan Investment Co., Ltd. holds 20%.
Affiliation: Dongguan Zhongzhou real estate, a wholly-owned subsidiary of the company, holds 40% of the equity of Dongguan Zhongzhou real estate. Dongguan Zhongzhou real estate is an associate of the company’s wholly-owned subsidiary and has no other affiliation with the listed company.
Dongguan Zhongzhou real estate is not a dishonest person.
The financial data of Dongguan Zhongzhou Real Estate Co., Ltd. are as follows: unit: 10000 yuan
Project September 30, 2021
Total assets 29777.56
Total liabilities 29053.74
Owner’s equity attributable to parent company 723.82
Project from January to September 2021
Operating income 0.00
Net profit – 12
Net profit attributable to owners of parent company 0.00
3、 Main contents of financial assistance
1. Financial aid object: Dongguan Zhongzhou Real Estate Co., Ltd
2. Amount of financial assistance: Dongguan Zhongzhou real estate, a wholly-owned subsidiary of the company, plans to provide financial assistance of no more than RMB 500 million to Dongguan Zhongzhou real estate
3. Purpose of fund: used for investment and operation expenses of real estate projects
4. The term of this financial assistance: from the date of signing the financial assistance agreement to the time when Dongguan Zhongzhou real estate has the balance fund to repay the loan after deducting the project development fund and operating expenses
5. Financial assistance interest rate: not inferior to other shareholders
6. Source of funds: self owned and self raised funds of the company
4、 Risk prevention and control measures
The financial assistance is to provide loans to associates by the company and partners according to the shareholding ratio and under the same conditions, which is in line with the practice of real estate project development. Major matters of the associated company need to be decided after the joint discussion of its board of directors or general meeting of shareholders. At the same time, the company will appoint relevant personnel to Dongguan Zhongzhou real estate to carry out effective financial and operational control to ensure the safety of funds.
5、 Opinions of the board of directors
The fourth meeting of the ninth board of directors and the general meeting of shareholders in 2020 deliberated and approved the proposal on Approving the amount of financial assistance provided by the company and its holding subsidiaries in 2021. The general meeting of shareholders of the company agrees to authorize the board of directors of the company and further authorize the management of the company to provide financial assistance to qualified companies. For details, please refer to the announcement on Approving the amount of financial assistance provided by the company and its holding subsidiaries in 2021 (No. 2021-21) and the announcement on the resolution of the general meeting of shareholders in 2020 (No. 2021-32) issued by the company on April 13, 2021 and May 8, 2021 respectively.
This financial assistance is within the financial quota plan provided by the company in 2021 and meets the conditions for the general meeting of shareholders to authorize the board of directors and further authorize the management of the company to make decisions, so it does not need to be submitted to the board of directors for deliberation.
6、 Opinions of independent directors
On April 13, 2021, the independent directors of the company issued their opinions on Approving the amount of external financial assistance provided by the company and its holding subsidiaries in 2021. The financial assistance is within the financial quota plan provided in 2021, and meets the conditions for the general meeting of shareholders to authorize the board of directors and further delegate the authorization to the management of the company to make decisions, which is conducive to solving the funds required for the operation and development of the project company and accelerating the project progress of these companies. The company has fulfilled the corresponding decision-making procedures in accordance with the relevant provisions of the securities regulatory authorities, in line with the provisions of the articles of association and normative documents, and has not damaged the interests of the company and its shareholders, especially the minority shareholders.
7、 Accumulated amount of financial assistance provided by the company
The amount of financial assistance provided this time is 500 million yuan, accounting for 6.35% of the company’s latest audited net assets; As of the disclosure date, the total balance of external financial assistance reviewed by the company and its holding subsidiaries was RMB 2.120 billion, accounting for 26.93% of the company’s latest audited net assets. The company has not recovered the amount of financial assistance overdue. It is hereby announced.
Shenzhen Centralcon Investment Holding Co.Ltd(000042)
Board of directors
January 19, 2002
