Grandjoy Holdings Group Co.Ltd(000031) announcement of the 10th board of directors
Securities code: 000031 securities abbreviation: Grandjoy Holdings Group Co.Ltd(000031) Announcement No.: 2022-003 Grandjoy Holdings Group Co.Ltd(000031)
The wholly-owned subsidiary is an associated enterprise Suzhou Wujiang Ruize Real Estate Co., Ltd
Announcement of providing guarantee
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.
1、 Overview of guarantee
1. Suzhou Wujiang Ruize Real Estate Co., Ltd. (hereinafter referred to as "Ruize real estate", a joint venture of Grandjoy Holdings Group Co.Ltd(000031) (hereinafter referred to as "the company"), whose wholly-owned subsidiary Grandjoy Holdings Group Co.Ltd(000031) holding group Sunan Co., Ltd. holds 30% of its equity, signed a loan contract with a consortium composed of Bank Of China Limited(601988) Suzhou New District Hi-Tech Industrial Co.Ltd(600736) Technology Industry Development Zone sub branch and Agricultural Bank Of China Limited(601288) Suzhou Industrial Park sub branch, Ruize real estate applied to the syndicate for a loan of RMB 800 million for the construction of plot wj-j-2021-006, Shengze, Wujiang District, Suzhou, with a loan term of 5 years. Grandjoy Holdings Group Co.Ltd(000031) holding group Sunan Co., Ltd. (hereinafter referred to as "Sunan company") signed a guarantee contract with the syndicate, and Sunan company provided joint and several liability guarantee for Ruize real estate's debt principal of no more than 240 million yuan under the above loan contract at the proportion of 30% capital contribution. Other shareholders of Ruize real estate shall provide joint and several liability guarantee with the same conditions according to the proportion of capital contribution. Ruize real estate provided counter guarantee.
2. According to the proposal on providing guarantee amount for the joint venture Suzhou Wujiang Ruize Real Estate Co., Ltd. deliberated and adopted at the second extraordinary general meeting of the company in 2021, this guarantee belongs to the guarantee within the scope of the guarantee amount provided by the company. For details, please refer to the company's website (www.cn. Info. Com. CN.) on July 28 and August 17, 2021 Relevant announcements disclosed on.
2、 Use of the company's guarantee amount for associated enterprises
At the 2021 second extraordinary general meeting held on August 16, 2021, the company deliberated and approved the proposal on providing guarantee amount for the associated enterprise Suzhou Wujiang Ruize Real Estate Co., Ltd., and agreed that the company should provide guarantee amount of no more than 300 million yuan for Ruize real estate according to the proportion of capital contribution, The guarantee limit is valid for 12 months from the date of adoption of the second extraordinary general meeting of shareholders in 2021. As of the completion of this guarantee, the announcement of the 10th board of directors
The company's guarantee balance for Ruize real estate within the above deliberation limit is 0 billion yuan, and the available limit is 300 million yuan; After this guarantee comes into effect, the company's guarantee balance for Ruize real estate within the above-mentioned amount under consideration is 240 million yuan, and the available amount is 60 million yuan.
3、 Basic information of the guaranteed
Suzhou Wujiang Ruize Real Estate Co., Ltd. was registered on June 28, 2021. The registered place is room 107, building 10, No. 1188, West Second Ring Road, Shengze Town, Wujiang District, Suzhou. The registered capital is 100 million yuan and the legal representative is Liu Yang. Business scope: licensed projects: real estate development and operation; Various engineering construction activities; Construction project supervision; Construction engineering design (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results); General items: engineering management services; Municipal facilities management; Landscape engineering construction; Information consulting services (excluding licensed information consulting services); Real estate consulting (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
The current ownership structure of the company is shown in the table below. Among them, Suzhou Zhongrui chenge Real Estate Co., Ltd. (the actual controller is Qian Jianrong) and Suzhou Tande Co.Ltd(600665) Real Estate Development Co., Ltd. (the actual controller is the Management Committee of Xi'an high tech Industrial Development Zone) are not related parties of the company.
Proportion of shareholders' capital contribution
Suzhou Zhongrui chenge Real Estate Co., Ltd. 40%
Grandjoy Holdings Group Co.Ltd(000031) holding group Sunan Co., Ltd. 30%
Suzhou Tande Co.Ltd(600665) Real Estate Development Co., Ltd. 30%
Ruize real estate is not included in the scope of the company's consolidated statements. Up to now, Ruize real estate has no matters such as guarantee, litigation or arbitration, and the company is not a dishonest executee.
The main financial data of Ruize real estate are as follows:
Unit: Yuan
December 31, 2021 September 30, 2021
(Unaudited) (Unaudited)
Total assets 1315248358.43 1019329783.81
Total liabilities 1217343703.82 1000513918.08
Bank loan balance 250000000.00 0
Balance of current liabilities 967343703.82 1000513918.08
Net assets 97904654.61 18815865.73
January December 2021 (Unaudited) January September 2021 (Unaudited)
Grandjoy Holdings Group Co.Ltd(000031) announcement of the 10th board of directors
Operating income 0
Total profit -2095345.39 -1184134.27
Net profit -2095345.39 -1184134.27
4、 Main contents of the guarantee agreement
1. Guarantee method: joint and several liability guarantee.
2. Guaranteed principal amount: no more than 240 million yuan.
3. Scope of guarantee: under the loan contract and corresponding financing documents, including but not limited to the proportion of Sunan company's equity in Ruize real estate multiplied by the capital principal, interest (including compound interest and penalty interest), liquidated damages, compensation, judgment or mediation and other effective legal instruments, the debt interest that should be doubled during the delay in performance; Other payments payable by Ruize real estate to the syndicate and the expenses incurred by the syndicate in realizing its creditor's rights and security rights. 4. Guarantee period: three years from the effective date of the guarantee contract to the expiration of the performance period of any and / or all debts under the loan contract. If Sunan company agrees to the debt extension, the guarantee period shall end five years after the expiration of the debt performance period re agreed in the extension agreement.
5、 Opinions of the board of directors
The wholly-owned subsidiary of the company provides joint and several liability guarantee for the debt principal of no more than 240 million yuan under the loan contract of Ruize real estate in accordance with the proportion of capital contribution, in order to meet the needs of project development and construction. The company can grasp the financial situation and operational risks of Ruize real estate at any time and take timely measures through the dispatch of management personnel. The financial risks are within the controllable range of the company. Other shareholders of Ruize real estate provide guarantee with the same conditions according to the proportion of capital contribution, and Ruize real estate provides counter guarantee to the company. The guarantee behavior is fair and equal.
6、 Accumulated external guarantee quantity and overdue guarantee quantity
As of the completion of this guarantee, the guarantee balance of the company and its holding subsidiaries (excluding the guarantee between subsidiaries within the scope of consolidated statements) was 38305.325 million yuan, accounting for 208.74% of the company's audited net assets attributable to shareholders of listed companies as of December 31, 2020 (accounting for 83.92% of net assets). Among them, the balance of guarantees provided by the company for its holding subsidiaries was 31149.3050 million yuan, accounting for 169.74% of the company's audited net assets attributable to shareholders of listed companies as of December 31, 2020 (accounting for 68.24% of net assets). The balance of guarantees provided by the company and its holding subsidiaries to units outside the consolidated statements was 7156.02 million yuan, accounting for 39.00% (15.68% of the net assets) of the company's audited assets attributable to the shareholders of the listed company in the announcement of the 10th board of directors as of December 31, 2020.
The company has no overdue guarantee or guarantee involving litigation.
7、 Documents for future reference
1. Guarantee contract
2. Resolution of the second extraordinary general meeting of shareholders in 2021
It is hereby announced.
Grandjoy Holdings Group Co.Ltd(000031) board of directors
January 25, 2002
