Securities code: 601186 Securities abbreviation: China Railway Construction Announcement number: Lin2019-041
China Railway Construction Co., Ltd.
Announcement on the guarantee provided by subordinate subsidiaries to shareholders
The board of directors of the company and all directors of the company guarantee that the content of this announcement does not contain any false records, misleading statements or major omissions, and bear individual and joint and several liability for the authenticity, accuracy and completeness of its content.
Important content tips:
The guarantor's name: Kunming Qiping Real Estate Co., Ltd. (hereinafter referred to as Kunming Qiping Real Estate); Guangzhou Baorui Real Estate Development Co., Ltd. (hereinafter referred to as Guangzhou Baorui Company); Hangzhou Jingjiang Real Estate Development Co., Ltd. (hereinafter referred to as Hangzhou Jingjiang Company); Wuhan Jingirai Real Estate Development Co., Ltd. (hereinafter referred to as Wuhan Jingirai Company); Chongqing Jianlian New Real Estate Development Co., Ltd. (hereinafter referred to as Chongqing Jianlian New Company); Tianjin Wan'an Jianchuang Real Estate Co., Ltd. (hereinafter referred to as Tianjin Wan'an Real Estate).
The amount of this guarantee and the balance of guarantee that has been actually provided to it: the company's wholly-owned subsidiary China Railway Construction Real Estate Group Co., Ltd. (hereinafter referred to as China Railway Real Estate) provides 2.196 billion yuan of guarantee for 6.75 billion yuan of financing for 6 companies including Kunming Qiping Real Estate and other 6 companies. Before this guarantee, the company has not provided any guarantee to the above-mentioned company.
cumulative amount of overdue external guarantees: No
1. Overview of guarantees
The company held the 21st meeting of the fourth board of directors on May 30, 2019, and reviewed and passed the "Proposal on providing guarantees for the loans of the shareholders of China Railway Construction Real Estate Co., Ltd.", and agreed that the company's wholly-owned subsidiary China Railway Real Estate provides guarantees for 6 shareholders of Kunming Qiping Real Estate and other shareholders of 6 shareholders of stake, with a total guarantee amount of 2.196 billion yuan. The specific situation is as follows:
Unit: 100 million
■
The above-mentioned shareholders can negotiate specific guarantee conditions with banks and financial institutions within the maximum approved guarantee amount based on their own financing needs and implement counter-guarantee measures.
This guarantee still needs to be submitted to the company's shareholders' meeting for deliberation.
2. Basic information of the guarantor
(I) Kunming Qiping Real Estate
Kunming Qiping Real Estate was established on August 22, 2018. The company type is a limited liability company with a registered capital of 100 million yuan. The address is No. 3599, Xingcheng Road, Chenggong District, Kunming City, Yunnan Province. The legal representative is Wang Jianwen. The business scope is real estate development and operation, design and construction of housing construction projects, and property services. Kunming Qiping Real Estate was jointly invested by Kunming OCT Real Estate Co., Ltd., Jinmao Investment Management (Tianjin) Co., Ltd., Shenzhen Chuangqi Enterprise Management Co., Ltd., and China Railway Real Estate Group Southwest Co., Ltd., with equity ratios of 34%, 32.97%, 23.03% and 10% respectively.
As of December 31, 2018, Kunming Qiping Real Estate had total assets of RMB 3123.9348 million, total liabilities of RMB 3126.7828 million, and net assets of RMB 2.848 million; in 2018, the company had no operating income and net profit of RMB 2.848 million.
As of March 31, 2019, Kunming Qiping Real Estate's total assets were 621,28335 million yuan, total liabilities were 621,59871 million yuan, and net assets were -3.1535 million yuan; in the first quarter of 2019, the company had no operating income and net profit was -305,600 yuan.
(II) Guangzhou Baorui Company
Guangzhou Baorui Company was established on December 2, 2015. The company type is other limited liability company with a registered capital of 78.4314 million yuan. The address is Room 104, No. 67, Fenshui Street, Liwan District, Guangzhou City, and the legal representative is Su Shuping. The business scope is real estate industry. Guangzhou Baorui Company was established by China Power Construction Real Estate Group Co., Ltd., Guangdong Poly Real Estate Development Co., Ltd., China Railway Real Estate Group South China Co., Ltd., and Guangzhou Xujing Real Estate Development Co., Ltd., with equity ratios of 27.5%, 25.5%, 23.5% and 23.5% respectively.
As of December 31, 2018, Guangzhou Baorui Company had a total assets of RMB 3206.4652 million, total liabilities of RMB 3143.9021 million, and net assets of RMB 62.5631 million; in 2018, the company had no operating income and net profit of RMB 9.0196 million.
As of March 31, 2019, Guangzhou Baorui Company had a total assets of RMB 341,68355 million, total liabilities of RMB 336,67304 million, and net assets of RMB 50.1051 million; in the first quarter of 2019, the company had no operating income and net profit of RMB -11.6414 million.
(III) Hangzhou Jingjiang Company
Hangzhou Jingjiang Company was established on March 13, 2019. The company type is other limited liability companies with a registered capital of 100 million yuan. The residence is Room 422, No. 199, Jiaogong Road, Xihu District, Hangzhou City, Zhejiang Province. The legal representative is Ni Zhiyu, and its business scope is real estate development and operation. It was established by China Railway Real Estate Group East China Co., Ltd. and Hangzhou Binxi Investment Management Co., Ltd., with the original equity ratios of 33% and 67% respectively. At present, the equity transfer procedures are under review and approval, and after the procedures are completed, both parties each account for 50% of the equity.
(IV) Wuhan Beijing Railway Company
Wuhan Beijing Railway Company was established on February 26, 2019. The company type is a limited liability company (a sole proprietorship not invested or controlled by a non-natural person) with a registered capital of RMB 20 million. Its residence is No. 7, Shizi East Street, Jinghe Street, Donghu District, Wuhan City (10), the legal representative is Xu Changxu. The business scope is real estate development and sales; property management; factory buildings, storefronts, office buildings rental; decoration engineering design, construction, installation and maintenance; wholesale and retail operations of metal materials, decorative materials (excluding paint), hardware and electrical, chemical products (excluding hazardous goods), mechanical equipment, communication equipment (excluding ground, satellite, national transmission and transmission equipment). China Railway Construction Real Estate Group Co., Ltd. invests 100%, and plans to introduce its partner Wuhan Runzhi Real Estate Development Co., Ltd. After the equity transfer agreement is signed, the equity ratios of both parties each account for 50%.
As of March 31, 2019, Wuhan Beijing Railway Company had a total assets of 867.3071 million yuan, total liabilities of 847.3071 million yuan, and net assets of 20 million yuan; in the first quarter of 2019, the company had no operating income or net profit at the moment.
(V) Chongqing Jianlian New Company
Chongqing Jianlian New Company was established on November 21, 2017. The company type is a limited liability company with a registered capital of RMB 20 million. Its domicile is No. 6-1#, Unit 2, No. 37, Yudong Yu Light Road, Banan District, Chongqing. The legal representative is Zeng Tao. The business scope is real estate development (engages in business with qualification certificates), sales of building materials, and decorative materials (all of the above do not include chemical hazardous materials); property management level 3. It was established by China Railway Real Estate Group Southwest Co., Ltd. and Shenzhen Lianxin Investment Management Co., Ltd., with equity ratios of 50% and 50% respectively.
As of December 31, 2018, Chongqing Jianlian New Company had total assets of RMB 714.8552 million, total liabilities of RMB 694.6935 million, and net assets of RMB 20.1617 million; in 2018, the company had no operating income and net profit of RMB 161,700.
As of March 31, 2019, Chongqing Jianlian New Company had a total assets of 686.4066 million yuan, total liabilities of 665.8947 million yuan, and net assets of 20.5119 million yuan; in the first quarter of 2019, the company had no operating income and a net profit of 349,600 yuan.
(VI) Tianjin Wan'an Real Estate
Tianjin Wan'an Real Estate was established on November 2, 2016. The company type is a limited liability company (sole proprietorship) with a registered capital of 30 million yuan. The residence is Room 3#468, Tianan Digital City, No. 1, Tianan Road, Xiqing Automobile Industrial Zone (Zhangjiawo Industrial Zone), Tianjin. The legal representative is Liu Guofa. The business scope is real estate development; real estate agency services; property services; own house rental. The company is a wholly-owned subsidiary of Tianjin Wanhe Real Estate Co., Ltd. Tianjin Wanhe Real Estate Co., Ltd. was established by Tianjin Wan'an Co-Chuang Co-State Co., Ltd., Shenzhen Anchuang Investment Management Co., Ltd., and China Railway Real Estate Group Northern Co., Ltd., with shareholding ratios of 34%, 33% and 33% respectively.
As of December 31, 2018, Tianjin Wan'an Real Estate's total assets were RMB 9093.4771 million, total liabilities were RMB 941.4033 million, and net assets were RMB 320.5559 million; in 2018, the company's operating income was RMB 969,000 and net profit was RMB 343.7241 million.
As of March 31, 2019, Tianjin Wan'an Real Estate's total assets were RMB 9253.6945 million, total liabilities were RMB 9576.4865 million, and net assets were RMB 322.792 million; in the first quarter of 2019, the company had no operating income and net profit was RMB 2.2361 million.
3. Main contents of the guarantee agreement
China Railway Real Estate will sign a guarantee agreement within the approved guarantee amount when the guarantee occurs.
4. Opinions of the Board of Directors
The Board of Directors believes that the above guarantee matters are in line with the development needs and overall interests of the subordinate companies, and the risk of the subordinate companies providing guarantees for the shareholders is within a controllable range. The company's board of directors has reviewed and approved the above guarantee matters at the 21st meeting of the fourth board of directors.
Independent Director believes that China Railway Real Estate, as the guarantee entity, provides guarantees for its shareholders in accordance with the equity ratio, can guarantee the project implementation and working capital turnover needs of the guaranteed company, is conducive to its business operations, meets the company's operating needs, and does not harm the interests of the company and shareholders.
5. The cumulative number of external guarantees and the number of overdue guarantees
As of the end of the first quarter of 2019, the company's actual external guarantee balance for wholly-owned subsidiaries was 17.51 billion yuan, and the actual guarantee balance for holding, participating and associated companies was 3.224 billion yuan. The company's actual guarantee balance was 20.734 billion yuan, accounting for 10.31%, 1.90% and 12.20% of the company's latest audited net assets attributable to shareholders of listed companies. The company has no overdue external guarantees.
is hereby announced.
China Railway Construction Co., Ltd.
Board of Directors
May 31, 2019
