Securities code: 000961 securities abbreviation: Jiangsu Zhongnan Construction Group Co.Ltd(000961) Announcement No.: 2022-010 Jiangsu Zhongnan Construction Group Co.Ltd(000961)
Announcement on providing guarantee for Xingzhong project
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.
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’ external guarantee balance was 56.528 billion yuan, accounting for 196.95% of the company’s shareholders’ equity attributable to the shareholders of the listed company in the latest audit. Investors are invited to pay attention to relevant risks.
1、 Guarantee situation
In order to promote the development of the cooperation project between Xinghua government and social capital, the project company xinghua Xingzhong Engineering Project Management Co., Ltd. (hereinafter referred to as “Xingzhong Engineering”) controlled by the company plans to borrow a total of 145 million yuan from Bank Of China Limited(601988) Xinghua sub branch and Jiangsu Xinghua Rural Commercial Bank Co., Ltd. for a period of 108 months. According to the requirements of financial institutions, the company indirectly holding 81% of its equity and the controlling shareholder Zhongnan Holding Group Co., Ltd. (hereinafter referred to as “Zhongnan holding”) of the controlling shareholder of the company holding 9% of its equity need to provide a full guarantee of RMB 145 million for its relevant financing at the same time. Xinghua Urban Construction Investment Co., Ltd., a shareholder holding 10% of the equity of Xingzhong project, is a government investment subject and cannot provide guarantee for relevant financing in accordance with relevant regulations. Since Zhongnan holdings holds 9% equity of Xingzhong project and provides full guarantee for the holding subsidiary Xingzhong project, it may involve bearing risks for the controlling shareholders. In order to further standardize the governance, the 23rd Meeting of the eighth board of directors of the company decided to submit relevant matters to the general meeting of shareholders for deliberation by 4 votes in favor, 0 votes against and 0 abstentions. Related directors Chen Jinshi, Chen Yuhan, Xin Qi, Tang Xiaodong, Hu Hongwei, Cao Yongzhong and Shi Jinhua avoided voting. Please refer to the website of China Securities Journal, securities times, Shanghai Securities News, Securities Daily, Shenzhen Stock Exchange and cninfo.com on January 21, 2022（ http://www.cn.info.com.cn./ ）Announcement on resolutions of the 23rd Meeting of the 8th board of directors II. Basic information of the guaranteed
Xinghua Xingzhong Engineering Project Management Co., Ltd
Date of establishment: September 14, 2018
Registered address: lingzhai village, Duotian street, Xinghua City
Legal representative: Du Fulai
Registered capital: RMB 184 million
Main business: construction project management, design and consulting; Enterprise management consulting, property management services, conference services; Design, produce and publish all kinds of advertisements in China; Sales of building materials, engineering materials (excluding hazardous chemicals), electromechanical equipment, office supplies, teaching equipment, sports equipment, cultural supplies (excluding Publications), instruments and meters, audio-visual equipment.
Shareholders:
Credit status: it is not the subject responsible for breach of credit, and its credit status is good.
Association: Zhongnan holdings holds 9% equity, and the company, shareholders holding more than 5% 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 110472.02 88063.86 22408.16 0 -20.84 -20.84 (audited)
September 2021 117772.48 95366.92 22405.56 0 -1.60 -2.60 (Unaudited)
3、 Main contents of the guarantee agreement
1. Main contents of guarantee: the company and the controlling shareholder provide a full guarantee of 145 million yuan for the financing of Xingzhong project at the same time.
2. Scope of guarantee: all debts under relevant loan contracts and corresponding financing documents, including but not limited to the principal, interest (including compound interest and penalty interest), liquidated damages, compensation and other payments payable by Xingzhong project (including but not limited to relevant handling fees, telecommunications fees, miscellaneous fees, etc.) Expenses incurred by the lender in realizing its creditor’s rights and security rights (including but not limited to legal fees, arbitration fees, property preservation fees, travel expenses, execution fees, evaluation fees, auction fees, notarization fees, service fees, announcement fees, lawyer fees, etc.).
3. Guarantee period: three years from the date of expiration of the debt performance period.
4、 Opinions of the board of directors
Providing guarantee for the company is based on the business needs of the company, and the guaranteed object is not the subject of breach of credit responsibility. At present, the company operates normally, has strong solvency and controllable guarantee risk. While the company provides full guarantee, the shareholders of related parties also provide full guarantee, which is fair and equal. When considering relevant matters, the related directors avoided voting, and the procedures were legal and compliant. Providing guarantee for the company will not damage the interests of the company and shareholders.
5、 Opinions of independent directors
We believe that providing guarantee to the company is really the need of the company’s development, and the guaranteed object is not the subject of breach of credit responsibility. At present, the company operates normally and has strong solvency. The guarantee does not increase the company’s risk. While the company provides full guarantee, the shareholders of related parties also provide full guarantee, which is fair and equal. When considering relevant matters, the related directors avoided voting, and the procedures were legal and compliant. The provision of guarantee does not harm the interests of all shareholders, including minority shareholders, and agrees to submit relevant proposals 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 the listed company 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. Resolutions of the 23rd Meeting of the 8th board of directors;
2. Relevant agreements.
It is hereby announced.
Jiangsu Zhongnan Construction Group Co.Ltd(000961)
Board of directors
January 21, 2002
