1. This transaction does not constitute a connected transaction and does not constitute a major asset of a listed company.ReorganizationMajor asset restructuring as stipulated in the Administrative Measures.
2. There are no major legal obstacles to the implementation of this transaction.
3. According to the “Stock Listing Rules of Shenzhen Stock Exchange” and the “Articles of Association”, the company’s matters concerning the acquisition and guarantee of the equity of the underlying company are still required to be submitted.shareholderThe General Assembly will consider it.
4. The equity acquisition has been approved by the state-owned assets supervision department, and the equity acquisition related assessment report has completed the state-owned assets supervision investment filing procedure.
I. Matters concerning the acquisition of the equity of the underlying company
(1) Overview of the transaction
Shenzhen Property Development Group (Stock) Co., Ltd. (hereinafter referred to as “Shenzhen Property”, “Company” or “Company”) intends to sign “Shenzhen” with Shenzhen Xinhai Rongyao Real Estate Development Co., Ltd. (hereinafter referred to as “Xinhai Glory”) Urban Renewal Project of Guling District, Guanlan Street, Longhua District, ShanghaiEquity transferAgreement, with a provisional equity transfer consideration of 508 million yuan transferred from Sichuan Trust Co., Ltd. (hereinafter referred to as "Sichuan Trust")RepoShenzhen Glory Real Estate Development Co., Ltd. (hereinafter referred to as "standard company") 69% equity.
(II) Deliberation by the board of directors
After the 4th meeting of the 9th Board of Directors of the Company on February 2, 2019, the equity acquisition and guarantees have been approved by the board of directors of the company. The independent directors also issued professional independent opinions. The equity acquisition still needs to be submitted. For the first time in 2019Shareholders' meetingAfter the review and approval, the results are uncertain, and investors are advised to pay attention to investment risks.
The equity acquisition has been approved by the state-owned assets supervision department, and the equity acquisition related assessment report has completed the state-owned assets supervision and filing procedures.
(3) Basic information of the counterparty
1. Company Name: Shenzhen Xinhai Rongyao Real Estate Development Co., Ltd.
2. Unified Social Credit Code: 91440300MA5DCL3R0A
3. Company type: limited liability company (legal-owned)
4. Legal representative: Yang Xianxue
5. Company address: B4406, Rongchao Economic and Trade Center, 4028 Jintian Road, Fuzhong Community, Liantian Street, Futian District, Shenzhen
7. Registered capital: 30 million yuan
8. Date of establishment: May 13, 2016
9. Operating period: sustainable management
10. Business Scope: Investment in the establishment of the industry (specific projects will be declared separately); engaged in real estate development and management on land legally acquired the right to use; property management; own property leasing. (Except for laws, administrative regulations, and projects prohibited by the State Council, restricted projects must be licensed before they can be operated)
11. Shareholding structure: Shenzhen Xinhai City Renewal Group Co., Ltd. holds 100% of its equity
12. The counterparty has no relationship with the company and the top ten shareholders of the company in terms of property rights, business, assets, credits, debts, personnel, and other relationships that may or may have caused the listed company to tilt its interests.
13. After inquiring about the “National Enterprise Credit Information Publicity System” website, Xinhai Glory is not the subject of distrust.
(4) Basic information of the transaction target
1. Company Name: Shenzhen Rongyao Real Estate Development Co., Ltd.
2. Unified Social Credit Code: 91440300689405031F
3. Company type: limited liability company
4. Legal representative: Yang Xianxue
5. Company Address: 217-2, Guihua Road, Guanlan Street, Longhua New District, Shenzhen
7. Registered capital: 10 million yuan
8. Date of establishment: June 2, 2009
7. Business Scope: Engaged in real estate development and management on land legally acquired for use rights; investing in industrial development (specific projects are separately declared); purchase and sale of construction materials and other domestic commercial and material supply and marketing industries (excluding franchise, special control, monopoly commodities)
8. Shareholding structure: Shenzhen Xinhai Rongyao Real Estate Development Co., Ltd. holds 30% of its equity, and Sichuan Trust Co., Ltd. holds 70% of its equity.
9. The financial status of Shenzhen Rongyao Real Estate Development Co., Ltd. in the following year and again is as follows (Unit: RMB):
|project||December 31, 2017 (unaudited)||July 31, 2018 (audited)|
10. Audit evaluation
The benchmark date for this equity transfer audit and evaluation is July 31, 2018.
Zhongxing Caiguanghua Certified Public Accountants (Special General Partnership) Shenzhen Branch, which is qualified to perform securities and futures-related business, issued the Zhongxing Caiguanghua (Deep) Trial (2018) No. 02013 “Shenzhen City” to Shenzhen Glory Real Estate Development Co., Ltd. Rongyao Real Estate Development Co., Ltd. Clearing Assets Report, as of July 31, 2018, the assets of Shenzhen Rongyao Real Estate Development Co., Ltd. after the inventory check was 1,981,898,939.70 yuan, the liabilities were 2,245,631,230.04 yuan, and the net assets were - 263,732,290.34 yuan.
Shenzhen Pengxin Assets Appraisal Land Real Estate Appraisal Co., Ltd., which is qualified to perform securities and futures-related business, issued the Pengxin Capital Report  No. S117 “Assessment Report” to Shenzhen Glory Real Estate Development Co., Ltd., using the asset-based approach. The valuation result of the report is the evaluation conclusion of the report, that is, the evaluation result of Shenzhen Rongyao Real Estate Development Co., Ltd. on July 31, 2018 on the evaluation base date is 746.54 million yuan, and the appreciation rate is 383.05%.
The assessment results of specific assets and liabilities are shown in the following table (the amount is in RMB 10,000):
|Project||Book value||evaluation||Value added||Value added rate%|
|among them:Long-term equityinvestment||-||-||-||-|
|Investment real estate||-||-||-||-|
|Construction in progress||-||-||-||-|
|Of which: intangible assets - land use rights||-||-||-||-|
|Other non-current assets||25.59||25.59||-||-|
The above-mentioned "Audit Report" and "Asset Assessment Report" are detailed in the February 11th, 2019, published on the website of Juchao Information Online.announcement.
11. Ownership, etc.
The target company was established in 2009 with a registered capital of 10 million yuan. In 2010, it was renamed as the current name. It is a 100% subsidiary of Xinhai Glory as a single shareholder. The actual controller is Shenzhen Xinhai Holdings Co., Ltd. (hereinafter referred to as “Xinhai Holdings” "). In 2018, Sichuan Trust issued a loan of 2.193 billion yuan to the project company. Xinhai Rongyao transferred 70% of the equity of the project company to Sichuan Trust Co., Ltd. (hereinafter referred to as “Sichuan Trust”), and the remaining 30% alsoPledgeTo Sichuan Trust, in addition to Xinhai Holdings, Sichuan Trust to provide other companiesEquity pledge, guarantee and partial physical property mortgage, CCB Shenzhen is the source of Sichuan trust funds. The actual controller of the target company, Xinhai Holding, promised in writing that this equity change was actually the financing arrangement made by the Shenzhen Branch of China Construction Bank with the help of the Sichuan Trust Channel. At the same time that the target company repaid the Sichuan trust loan, Xinhai Glory must repurchase 70% of the equity of the project company. Sichuan Trust only enjoys 11% fixed income, and the actual control of the project company is still Xinhai Holdings.
In addition, the target company does not have pledge or other third party rights, there are no major disputes involving the relevant assets, litigation or arbitration matters, no judicial measures such as seizure and freezing.
12. Other cases
As of July 31, 2018, the underlying company had total book assets of 2.278 billion yuan and net assets of 8.53 million yuan. At present, the loan agreement signed between the target company and Sichuan Trust (actual investor is Shenzhen Branch of China Construction Bank), totaling 2.193 billion yuan, with a term of 5 years and annual interest rate of 11%. Other receivables are mainly due to Xinhai and its affiliates. Xinhai Holdings promises to be the ultimate actual debtor. At that time, when the equity purchase agreement is signed, all the related company's current accounts will be adjusted to Xinhai Holdings. Current payment. After the transaction is completed, the counterparty will repay the borrowings of the target company through the transfer of equity transfer and cash.
There are no other articles in the company's articles of association or other documents that restrict the rights of shareholders except the laws and regulations. The target company is not the untrusted person.
(5) Main contents of the relevant agreement of this transaction
Party A (transfer party): Shenzhen Xinhai Rongyao Real Estate Development Co., Ltd.
Party B (transferee): Shenzhen Property Development (Group) Co., Ltd.
(2) Content of the agreement
The first way of equity transfer
1.1 On the date of signing this agreement, both parties shall sign a three-party “Equity Transfer Agreement” (hereinafter referred to as “Three-Party “Equity Transfer Agreement”) with Sichuan Trust, and agree that Party A shall be in accordance with the “Equity Transfer and Repurchase Agreement” (contract number: SCXT2018 ( DXT) word No. 2-4) agreed to pay the redemption of the 69% equity of the company's repurchase price of RMB 佰玖 佰玖 10,000 yuan (lower-case: ? 6,900,000.00 yuan) and repurchase premium, Sichuan Trust in accordance with the requirements of Party A to cooperate with the target The equity is directly changed to the name of Party B.
1.2 After Sichuan Trust has transferred the underlying equity to the name of Party B according to the agreement of the three parties' Equity Transfer Agreement, Party B will pledge 69% of the equity held by the company to Sichuan Trust as the target company to perform the Loan Contract (No.: [SCXT2018] (DXT) word No. 2 -3]) Guarantee of repayment obligation.
1.3 In order to implement the above transaction arrangements and meet the requirements for industrial and commercial change registration, Party A shall coordinate the Sichuan Stock Exchange and Party B to sign the “Equity Transfer Agreement” and related supporting documents for the industrial and commercial registration version.
The second equity transfer consideration
2.1 Provisional equity transfer consideration
According to the evaluation price of Party B for this project and the net assets of the target company on July 31, 2018 (hereinafter referred to as the “base date”), Party A and Party B negotiated to determine the equity transfer consideration for the 69% equity of the target company. Zero million yuan (lowercase: ?508,000,000.00 yuan).
2.2 Adjustment of the consideration of equity transfer
2.2.1 Adjustment factors for the consideration of equity transfer:
1) Excess management fees incurred by the underlying company during the period from the base date to the delivery date (that is, the date on which the underlying shareholding change is registered in the name of Party B) (A and B agree, the management fee for the target company is RMB 10,000 per 100 days, insufficient On the 30th, based on 500,000 yuan, 30 days, and actual days, the excess is included in the adjustment of the equity transfer consideration.
2) Demolition compensation for the project saleable area and the land cost recognized by the tax authorities on the basis of the “Basic Table of the Quotation Project Quotation Adjustment” confirmed by both partiescurrencyCost (including monetary compensation, rent, early relocation incentives, etc., but does not include demolition service fees, relocation and resettlement fees) and land transfer fees.
2.2.2 Adjustment time of equity transfer price
Party A and Party B agree to recalculate and adjust the equity transfer considerations twice:
1) Within 20 working days after the signing of all land use right transfer contracts in the first and second phases of the target project, the two parties sign a supplementary agreement for this agreement, and the excess management fees and projects incurred by the company under the base date to the delivery date may be Area of sale (excluding the change in saleable area caused by the total area of relocated property due to relocation compensation and resettlement exceeding 110,000 square meters), and the change of land transfer fee in accordance with the preliminary calculation of the adjustment of the equity transfer price in accordance with the "Basic Table of Quotations for Guanlan Project" .
2) Within 20 working days after the completion of the land value-added tax settlement of the project, the two parties sign a supplementary agreement of this agreement, which is available for sale according to the saleable area of the project (including the total area of the relocated property due to relocation compensation and resettlement exceeding 110,000 square meters) Changes in area), changes in the monetary cost of demolition compensation included in the land cost approved by the tax authorities, and the final equity transfer consideration is calculated and confirmed in accordance with the “Basic Table of Quotations for Guanlan Project”.
2.3 Payment of provisional equity transfer consideration
2.3.1 The payment of the provisional equity transfer under this agreement is divided into four phases:
1) 20% of the consideration for the transfer of the provisional equity transfer after the signing of this agreement, that is, RMB 100 million yuan and RMB 10,000 yuan (lower case: 101,600,000.00 yuan);
2) After the completion of the first phase of the demolition of the project, 30% of the consideration for the transfer of the provisional equity will be paid, that is, RMB 100 million yuan will be collected (lowercase: ?152,400,000 yuan);
3) After the completion of the second phase of the demolition of the project, 40% of the consideration for the transfer of the provisional equity will be paid, that is, RMB 100 million yuan (in lower case: ?203,200,000.00 yuan);
4) 10% of the consideration for the transfer of the provisional equity will be paid after the implementation of the first and second phases of the project, ie RMB 仟 捌 捌 整 ( (lower case: ? 50,800,000.00 yuan).
2.3.2 Party B has transferred the deposit of RMB 100 million (lowercase: RMB 100,000,000.00) to Party A in accordance with the “Second Supplemental Agreement of the Equity Acquisition Framework Agreement” and converted it into the component of the first provisional equity transfer consideration. .
2.3.3 Party A agrees that, except for the deposit paid in accordance with Article 2.3.2 of this Agreement, the consideration for the transfer of the provisional equity transfer shall be paid directly by Party B to the target company for the settlement of the owed by Party A and its related parties to the target company. paragraph.
2.3.4 Party A agrees that if Party B and the relevant guarantor's breach of contract cause the Party B's target shares acquired under this Agreement to be disposed of by Sichuan Trust, Party B has not yet paid the equity transfer payment, and at the same time, Party shall, in accordance with the agreement of this Agreement, direct Party B to assume liability for breach of contract.
2. Matters concerning the provision of guarantees for the target company
(1) Overview of guarantees
In order to ensure the fulfillment of the three-party “Equity Transfer Agreement” (hereinafter referred to as “the main contract”) signed by Shenhai Glory and Shenzhen Property Co., Ltd. (hereinafter referred to as “Sichuan Trust”), the Company intends to obtain 69% equity of the target company. (hereinafter referred to as “standard equity”), the target equity is pledged to the Sichuan Trust to guarantee the Sichuan Loan and the target company “Loan Contract” (No. SCXT2018 (DXT) word No. 2-3, hereinafter referred to as “loan contract”) Under the performance of the trust loan debt, a guarantee pledge guarantee is provided, and a “guarantee pledge contract” is signed.
In addition, in order to guarantee the realization of Sichuan Trust Credit under the “Loan Contract” of Sichuan Trust and the underlying company, in accordance with the relevant provisions of the “Equity Transfer Agreement” and “Margin Pledge Contract”, we intend to use the target equity acquired in the future as the qualitative object. Sichuan Trust provided equity pledge guarantee and signed the “Equity Pledge Contract”.
(2) Main contents of the guarantee agreement
The signing party of the “Margin Pledge Contract” is our company, Sichuan Trust and China Construction Bank Co., Ltd. Shenzhen Branch (hereinafter referred to as “CCB Shenzhen Branch”). The contract is to stipulate that our company will work 5 working days from the date of the bond pledge agreement becoming effective. Within the five working days from the date of establishment of the deposit account, the deposit of RMB 10,000 million yuan (lower: RMB 2,260,000,000) will be deposited into the deposit pledge account (the account opening bank of Shenzhen Branch, Shenzhen Branch, The name of the company is Shenzhen Property Development (Group) Co., Ltd., as the guarantee measure from the date when the company deposits the deposit to the time when the company will complete the equity pledge guarantee Sichuan Trust credit. Sichuan Trust entrusts CCB Shenzhen Branch to be responsible for deposit supervision. During the pledge period, our company may not use the funds in the special account, except for the interest generated during the pledge period. If our company fails to obtain the target equity within 20 working days after depositing the full deposit to the margin deposit account (according to the official website of the industrial and commercial registration department, the 69% equity of the company we hold is subject to the company), we have the right. Unilaterally request the lifting of the "guarantee pledge contract" and notify CCB Shenzhen Branch to release the pledge.
In addition, in order to guarantee the realization of Sichuan Trust Credit under the “Loan Contract” (Contract No.: SCXT2018(DXT) No. 2-3) of Sichuan Trust and the underlying company, according to the “Equity Transfer Agreement” and “Margin Pledge Contract” It is agreed that our company intends to provide equity pledge guarantee to Sichuan Trust with the underlying equity acquired in the future as a pledge. The main creditor's right guaranteed by this contract is the full creditor's right of Sichuan Trust to the debtor (Glory Real Estate) based on the Loan Contract. When handling the pledge registration, the amount of the registered main creditor is stipulated as 2.193 billion yuan (which should be calculated according to the relevant contract). The pledge under this contract is 69% of the glory property currently held by Shenzhen Property (corresponding to the registered capital: 690) Ten thousand yuan) and all the rights derived from it.
The specific information of the physique is determined by the following List of Qualities:
|Target company name||Pledgor||Target company registered capital (ten thousand yuan)||Proportion of quality||Qualitative equity||Pledge unified social credit code|
|Shenzhen Rongyao Real Estate Development Co., Ltd.||Shenzhen Property Development (Group) Co., Ltd.||1000||69%||6.9 million shares||91440300192174135N|
After the official website of the industrial and commercial registration department indicated that our company holds 69% equity of Glory Real Estate, our company pledged 69% equity of Glory Real Estate to Sichuan Trust as the guarantee for the debts under the Loan Contract.
Third, other arrangements involving acquisitions
The transaction does not involve matters such as employee placement, creditor's rights and debt transfer of Shenzhen Rongyao Real Estate Development Co., Ltd. The subject matter of this transaction is clear. Except for the above-mentioned equity pledge, there are no other mortgages, pledges and any other restrictions on the transfer. It does not involve judicial measures such as litigation, arbitration or seizure or freezing. There are no other circumstances that impede the transfer of ownership. .
Fourth, the purpose of this transaction, the impact on the company
The target company is the reporting entity of the urban renewal unit of Guling District, Guanlan Street, Longhua District, Shenzhen. The acquisition of the equity of the city renewal project company is in line with the company's strategic development plan, which will further strengthen the company's land reserve resources and improve the company's presence in Shenzhen. The investment layout of the core cities will continue to consolidate the stamina of the company's development. At the same time, it will also enhance the company's professional level and ability in the field of urban renewal.
V. Independent directors' opinions
The independent director of the company believes that the decision-making procedure for the company to acquire the equity of the target company and provide guarantee for it is in compliance with the relevant laws and regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange and the Articles of Association and other relevant regulations, and fulfilled the necessary review procedures. . It is conducive to safeguarding the interests of listed companies, and there is no harm to the interests of the company's shareholders, especially small and medium shareholders. In summary, we unanimously agree to acquire the shares of the underlying company and provide guarantees for them, and submit relevant matters to the company's shareholders meeting for consideration.
6. Intermediary opinion
Project Acquisition Legal Adviser Huashang Lin Li Li (Qianhai) Associated Law Firm believes that the company acquires the underlying project by acquiring the equity of the underlying company, and the way to obtain the future development interest of the project is in line with the current urban renewal project.MergerThe general rule.
Specifically, in terms of the target project, according to the characteristics of the updated project, the project development rights are usually confirmed after the implementation of the entity, and the target project is still in the stage of land and building information verification, and there is a certain risk; The terms of the purchase, the request for the glory of the company and its related parties to provide adequate guarantees and other forms of mitigation as far as possible do not constitute a substantial obstacle to the transaction.
VII. Documents for reference
1. Board resolutions signed by the participating directors;
2. Independent director's opinion;
3. Board of supervisors resolution
4. Agreement on Equity Transfer of Urban Renewal Project of Guling District, Guanlan Street, Longhua District, Shenzhen
5. "Margin Pledge Contract" and "Equity Pledge Contract"
6. Audit Report
7. Evaluation Report
8. Legal opinion
Shenzhen Property Development (Group) Co., Ltd.
Board of Directors
February 11, 2019