Securities code: 000961 securities abbreviation: Jiangsu Zhongnan Construction Group Co.Ltd(000961) Announcement No.: 2022-009
Jiangsu Zhongnan Construction Group Co.Ltd(000961)
Announcement on providing guarantee for Pingjia Shenzhen and other companies
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, complete and free from falsehood
Records, misleading statements or material omissions.
Special risk tips:
As of the date of this announcement, Jiangsu Zhongnan Construction Group Co.Ltd(000961) (hereinafter referred to as “the company”) and its holding subsidiaries
The company’s external guarantee balance was 56.528 billion yuan, accounting for the shareholders of the company’s shareholders of Listed Companies in the latest audit
196.95% of equity, investors are invited to pay attention to relevant risks.
1、 Guarantee situation
In order to meet the needs of the company’s business development, the company plans to submit to the general meeting of shareholders for approval of Pingjia (Shenzhen) Investment Co., Ltd
The company (hereinafter referred to as “Pingjia Shenzhen”) and other two joint ventures provided a total guarantee amount of RMB 1 million, with a new
The increased guarantee amount is as follows:
Up to now, the newly added guarantee amount of the guaranteed party of the guarantee company accounts for the guarantee balance of the most recent guarantee of the interests of the guaranteed party of the type of guarantor, the guarantee amount of the company’s most recent related proportion, asset liability ratio (10000 yuan) (10000 yuan) and shareholder’s equity proportion guarantee
Company or company’s asset liability ratio Pingjia (Shenzhen) Investment Co., Ltd. 60% 22.76% note 0 70000 2.44% no
Holding subsidiaries ≥ 70% Pingxi (Shenzhen) Investment Co., Ltd. 60% 21.03% note 0 30000 1.05% no
Total 0.100000 3.48%-
Note: the latest assets and liabilities of Pingjia Shenzhen and Pingxi (Shenzhen) Investment Co., Ltd., the entities to be guaranteed marked above
Although the asset liability ratio is less than 70%, the asset liability ratio after financing may exceed 70%. According to the principle of strictness, according to the asset liability ratio
≥ 70% of guarantee types shall be submitted for review.
The validity period of the relevant guarantee limit shall be from the date when the resolution on providing guarantee for the relevant company is passed by the general meeting of shareholders to
As of November 14, 2022, that is, the sixth extraordinary general meeting of shareholders in 2021
The validity period of the resolution on the proposal of providing guarantee by the company ends. Within the validity period, when the following conditions are met at the same time,
The guarantee amount of Pingjia Shenzhen and other two companies applied for this time can be closed to the sixth extraordinary general meeting of shareholders in 2021
The proposal on providing guarantee for Shenzhen jinzhongsheng and other companies and the proposal on providing guarantee for the seventh extraordinary general meeting of shareholders in 2021
Proposal on providing guarantee for Pingyang Jincheng and other companies
Adjustment of guarantee amount of joint venture and associated company:
(I) the single adjustment amount shall not exceed 10% of the latest audited net assets of the listed company;
(II) the cumulative adjustment amount shall not exceed that approved by previous general meetings and shall be valid before November 14, 2022
If the asset liability ratio is greater than 70%, 50% of the total amount of guarantee provided by the joint venture and associated companies;
(III) the transferred party has no overdue liabilities;
(IV) the transferred party shall take risk control measures such as guarantee or counter guarantee provided by each shareholder according to the proportion of capital contribution
Shi.
The company’s management is authorized to handle specific matters related to guarantee.
On January 20, 2022, the 23rd Meeting of the 8th board of directors of the company deliberated and adopted the proposal to provide guarantee for Pingjia Shenzhen and other companies with 11 affirmative votes, 0 negative votes and 0 abstention. It was resolved that relevant matters should be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
1. Pingjia (Shenzhen) Investment Co., Ltd
Date of establishment: August 16, 2019
Registered address: 1901, Ludan building, No. 1011, Binhe Road, Ludan village community, Guiyuan street, Luohu District, Shenzhen legal representative: Wang Xiaoming
Registered capital: RMB 24 million
Main business: investment in industry; Information consultation (excluding talent intermediary services, securities and restricted projects) shareholders:
Credit status: it is not the subject responsible for breach of credit, and its credit status is good.
Association: the company, shareholders holding more than 5% of the company’s shares, directors, supervisors and senior managers of the company have no association with other shareholders of the company.
Financial situation:
Unit: 10000 yuan
Time total assets total liabilities net assets operating income operating profit net profit
2020 30214.07 6879.86 23359.20 0 -854.21 -640.66 (Unaudited)
September 2021 30225.48 6879.86 23345.62 0 -13.58 -13.58 (Unaudited)
2. Pingxi (Shenzhen) Investment Co., Ltd
Date of establishment: August 16, 2019
Registered address: 1901, Ludan building, No. 1011, Binhe Road, Ludan village community, Guiyuan street, Luohu District, Shenzhen legal representative: Wang Xiaoming
Registered capital: RMB 24 million
Main business: investment in industry.
Shareholders:
Credit status: it is not the subject responsible for breach of credit, and its credit status is good.
Association: the company, shareholders holding more than 5% of the company’s shares, directors, supervisors and senior managers of the company have no association with other shareholders of the company.
Financial situation:
Unit: 10000 yuan
Time total assets total liabilities net assets operating income operating profit net profit
2020 30082.19 6324.80 23757.39 0 -323.30 -240.48 (Unaudited)
September 2021 30081.59 6324.80 23756.79 0 -0.60 -0.60 (Unaudited)
3、 Main contents of the guarantee agreement
At present, the company has not signed a guarantee agreement with the loan institution. The company will perform the obligation of information disclosure according to the actual situation after the above guarantee events actually occur in accordance with relevant regulations.
4、 Opinions of the board of directors
Providing guarantee for relevant companies is based on the business needs of relevant companies. At present, relevant companies operate normally, have strong solvency and controllable guarantee risk. For the guarantee of a non wholly-owned company, the company will protect the company’s rights and interests by requiring other shareholders of the company to provide guarantee according to their shareholding ratio or providing counter guarantee to the company. Providing guarantee for relevant companies will not damage the interests of the company and shareholders.
5、 Opinions of independent directors
We believe that providing guarantee for relevant companies is the need of the company’s development, and the guaranteed object is not the subject of breach of credit responsibility. At present, the relevant companies operate normally and have strong solvency. The guarantee does not increase the company’s risk. The company will protect the rights and interests of the company by taking measures such as requiring other shareholders of the guaranteed object to provide guarantee in proportion or providing counter guarantee to the company, and the guarantee risk is controllable. The provision of guarantee shall not damage the interests of all shareholders, including minority shareholders. Agree to submit relevant matters to the general meeting of shareholders for deliberation.
6、 Accumulated external guarantees and overdue guarantees
Up to now, the external guarantee balance of the company and its holding subsidiaries is 56.528 billion yuan, accounting for 196.95% of the shareholders’ equity attributable to the shareholders of Listed Companies in the latest audit. Among them, the balance of guarantees provided by the company and its holding subsidiaries to entities outside the consolidated statements was 14.981 billion yuan, accounting for 52.20% of the shareholders’ equity attributable to the shareholders of the listed company in the latest audit; The overdue guarantee amount is RMB, and the guarantee amount involving litigation is RMB.
7、 Documents for future reference
1. Resolution of the 23rd Meeting of the 8th board of directors.
It is hereby announced.
Jiangsu Zhongnan Construction Group Co.Ltd(000961)
Board of directors
January 21, 2002
