Original title: Securities Code: 002314 Securities abbreviation: Nan Shan HoldingsAnnouncement No.: 2021-081 Shenzhen Xinnanshan Holdings (Group) Co., Ltd. Progress announcement on external guarantee
The Company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or material omissions.
Special risk Tips:
As of the date of announcement, the total amount of external guarantees actually occurred by the company and its holding subsidiaries accounted for 226.90% of the audited net assets in 2020, and the amount of guarantee for units with an asset-liability ratio of more than 70% accounted for 182.30% of the company's audited net assets in 2020. The amount of guarantee for units outside the consolidated statement accounted for 27.19% of the company's audited net assets in 2020. Investors are invited to pay attention to the relevant risks.
I. Overview of guarantee
1. Recently, Shenzhen Xinnanshan Holdings (Group) Co., Ltd. (hereinafter referred to as "the Company", "the Company"), a wholly-owned subsidiary of Shenzhen Nanshan Real Estate Development Co., Ltd. (hereinafter referred to as "Nanshan Real Estate") and China Construction Bank Corporation of ChinaDongguan Branch of Co., Ltd. (hereinafter referred to as "CCB Dongguan Branch") signed the "guarantee contract". It is agreed that Nanshan Real Estate shall provide joint and several liability guarantee for the 1 billion yuan credit line applied by its wholly-owned subsidiary Dongguan Weixing Industrial Co., Ltd. (hereinafter referred to as "Dongguan Weixing") to CCB Dongguan Branch.
two。 The company's holding subsidiary Baowan Logistics Holdings Limited (hereinafter referred to as "Baowan Logistics") and China Merchants BankTianjin Branch of Co., Ltd. (hereinafter referred to as "China Merchants Bank Tianjin Branch") signed an "irrevocable guarantee". It is agreed that Baowan Logistics shall provide joint and several liability guarantee for the 223 million yuan credit line applied by Tianjin Bingang Baowan International Logistics Co., Ltd. (hereinafter referred to as "Tianjin Bingang") to China Merchants Bank Tianjin Branch.
3. Nanshan Real Estate, a wholly owned subsidiary of the company, signed an irrevocable guarantee with the Suzhou Branch of China Merchants Bank Co., Ltd. (hereinafter referred to as "China Merchants Bank Suzhou Branch"). It is agreed that Nanshan Real Estate Co., Ltd. (hereinafter referred to as Suzhou Maisai Real Estate Co., Ltd.) applies for a credit line of 400 million yuan to China Merchants Bank Suzhou Branch to provide joint and several liability guarantee of no more than 160 million yuan according to the proportion of shareholdings. Another Dongmei Real Estate Group Co., Ltd. provides a joint and several liability guarantee with the same conditions according to the shareholding ratio of 60%.
II. Consideration of the shareholders' meeting and the use of the quota
1. The general meeting of shareholders of the company deliberated and passed the motion on increasing the guarantee limit to subordinate holding companies, agreeing that the company and its holding subsidiaries should provide an additional guarantee limit of no more than 8.588 billion yuan to their subordinate holding companies, of which: 5.217 billion yuan should be provided to subordinate holding companies with an asset-liability ratio of more than 70%. An additional guarantee line of 3.371 billion yuan will be provided to subordinate holding companies with an asset-liability ratio of less than 70%. The way of guarantee includes not limited to guarantee, mortgage guarantee, pledge guarantee and so on. The above guarantee limit can be recycled during the authorization period.
Nanshan Real Estate's guarantee to Dongguan Weixing and Baowan Logistics's guarantee to Tianjin Bingang are within the limit approved by the shareholders' meeting. As of September 30, 2021, the asset-liability ratio of Dongguan Weixing is 92.70% (unaudited), and that of Tianjin Bingang is 72.81% (unaudited). The amount of guarantee used this time is as follows:
Unit: 100 million yuan
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Before this guarantee, the company and its holding subsidiaries did not provide a guarantee for Dongguan Weixing and Tianjin Bingang; after this guarantee, the company and its holding subsidiaries guaranteed 1 billion yuan for Dongguan Weixing and 223 million yuan for Tianjin Bingang.
two。 The first interim shareholders' meeting of the company in 2021 examined and passed the motion on providing guarantee limits for joint ventures and joint ventures, agreeing that the company or subordinate companies should provide Suzhou Mercer with a guarantee limit of no more than 320 million yuan. Nanshan Real Estate's guarantee for Suzhou Mercedes is within the limit approved by the shareholders' meeting. Before this guarantee, the company and its holding subsidiary did not provide a guarantee for Suzhou Maisai; after this guarantee, the balance of the guarantee for Suzhou Mercer is 160 million yuan.
III. Basic information of the guarantor
(1) Dongguan Weixing
Company name: Dongguan Weixing Industrial Co., Ltd.
Date of establishment: February 4, 2021
Registered address: room 409, No. 1, Dabu Chuangxing Fifth Road, Mayong Town, Dongguan City, Guangdong Province
Legal representative: Zhang Yu
Registered capital: 100 million yuan
Business scope: industrial investment; real estate development and operation; housing leasing; real estate intermediary; real estate brokerage; marketing planning; property management; business complex management services; enterprise management; park management services; planning and design management; information consulting services (excluding licensed information consulting services); sales: office supplies. (projects subject to approval according to law shall be approved by relevant departments before business activities can be carried out.)
Shareholders: 100% owned by Suzhou Weike Business Management Co., Ltd. Suzhou Vico Business Management Co., Ltd. is a wholly owned subsidiary of Nanshan Real Estate.
Main financial indicators:
As of September 30, 2021, the company has total assets of 1.3268456 billion yuan, total liabilities of 1.2300447 billion yuan and net assets of 96.8009 million yuan. At the end of September 2021, the company had no operating income and its net profit was-3.1991 million yuan. (the above data are unaudited)
After verification, Dongguan Weixing does not belong to the person who broke his promise.
(2) Tianjin Bingang
Company name: Tianjin Bingang Baowan International Logistics Co., Ltd.
Time of establishment: October 19, 2011
Registered address: 199 Bohai Seventeen Road, Lingang Economic Zone, Binhai New area, Tianjin
Legal representative: Shu Qian
Registered capital: 175 million yuan
Scope of business: warehousing (except dangerous goods, coal and polluting goods); loading and unloading (except port operations); packaging services; plant, housing, yard, office and equipment leasing business; property services; labor services; container unpacking, LCL, distribution, storage and container repair services (except within the port area); import and export trade International cargo transport agents (sea, land, air) and multimodal transport; logistics information electronic platform services, logistics information consulting business; packaging materials, daily department stores, office equipment, stationery, computer supplies, Wujinjiaodian sales. (projects subject to approval according to law shall be approved by relevant departments before business activities can be carried out.)
Shareholders: Beijing Airport Baowan International Logistics Co., Ltd. holds 57.14%, Baowan Logistics holds 42.86%. Beijing Airport Baowan International Logistics Co., Ltd. is a wholly owned subsidiary of Baowan Logistics.
Main financial indicators:
As of December 31, 2020, the company has total assets of 446.9247 million yuan, total liabilities of 314.6915 million yuan and net assets of 132.2332 million yuan. From January to December 2020, the company's operating income was 14.1991 million yuan and its net profit was-2.7872 million yuan. (the above data have been audited)
As of September 30, 2021, the company has total assets of 478.7674 million yuan, total liabilities of 348.5692 million yuan and net assets of 130.1982 million yuan. From January to September in 2021, the company's operating income was 15.2891 million yuan and its net profit was-2.035 million yuan. (the above data are unaudited)
After verification, Tianjin Bingang does not belong to the person who broke his promise.
(3) Suzhou Beauty match
Company name: Suzhou Meisai Real Estate Co., Ltd.
Date of establishment: June 18, 2021
Registered address: room 1002, 10th floor, Wanda Plaza West Building, 188Shihu West Road, Wuzhong District, Suzhou City (Wuzhong Branch Park, National University Science Park, Suzhou University).
Legal representative: Cai Jianzhong
Registered capital: 230 million yuan
Scope: licensed projects: real estate development and operation (projects that must be approved in accordance with the law can only be carried out with the approval of relevant departments, and the specific business projects shall be subject to the results of examination and approval).
Shareholders: Ningbo Ruichen Real Estate Development Co., Ltd. holds 60%, Suzhou Nanshan Xinwu Real Estate Development Co., Ltd. holds 40%. Suzhou Nanshan Xinwu Real Estate Development Co., Ltd. is a wholly-owned subsidiary of Nanshan Real Estate, and Ningbo Ruichen Real Estate Development Co., Ltd. is a wholly-owned subsidiary of Midea Real Estate Group Co., Ltd.
Main financial indicators:
As of September 30, 2021, the company has total assets of 1.3132984 billion yuan, total liabilities of 1.0849106 billion yuan and net assets of 228.3878 million yuan. At the end of September 2021, the company had no operating income and its net profit was-1.6121 million yuan. (the above data are unaudited)
After verification, Suzhou beauty match does not belong to the person who broke his promise.
IV. The main contents of the guarantee contract
(1) Dongguan Weixing
1. Guaranteed amount: RMB 10 billion yuan.
two。 Guarantee scope: maximum principal, interest and other payables.
3. Guarantee period: three years after the expiration of the debt performance period of the principal creditor's right.
4. Guarantee method: joint and several liability guarantee.
(2) Tianjin Bingang
1. The maximum guaranteed amount: RMB 223 million yuan.
two。 Guarantee scope: maximum principal, interest and other payables.
3. Guarantee period: three years after the expiration of the debt performance period of the principal creditor's right.
4. Guarantee method: joint and several liability guarantee.
(3) Suzhou Beauty match
1. The maximum guaranteed amount is RMB 100 million and 10 million yuan.
two。 Guarantee scope: maximum principal, interest and other payables.
3. Guarantee period: three years after the expiration of the debt performance period of the principal creditor's right.
4. Guarantee method: joint and several liability guarantee.
5. Cumulative quantity of external guarantee and quantity of overdue guarantee
Up to now, the total amount of external guarantee actually occurred by the company and its subordinate companies is 21.524 billion yuan (including this guarantee), accounting for 226.90% of the audited net assets in 2020. including the company's guarantee to subsidiaries, subsidiaries to subsidiaries and companies or subsidiaries to participating companies, mainly to provide guarantee for project financing arising from the operation and development needs of Baowan logistics, real estate and production city projects. The guarantee balance provided by the company and its subsidiaries to the units outside the consolidated statement accounts for 27.19% of the company's audited net assets in 2020. There is no overdue guarantee, no guarantee involving litigation, and no amount of loss that should be borne as a result of the loss of the guarantee.
It is hereby announced.
Board of Directors of Shenzhen Xinnanshan Holdings (Group) Co., Ltd.
October 20, 2021