Anxious To Sell? Jinyu Car City 10 Thousand Yuan Transfer Subsidiaries, The Latter Nearly 200 Million Arrears Did Not Return.

Jinyu car city to transfer Jinyu real estate notice attracted the attention of the Shenzhen Stock Exchange, after all, the two mutual funds and mutual guarantee is very much, while Jinyu real estate Jinyu car city remaining principal amount of about 194 million yuan.

In order to transfer all the shares of the subsidiary, Sichuan Jinyu Motor City (Group) Limited by Share Ltd (hereinafter referred to as Jinyu car city, 000803.SZ) is also painstaking.

In November 6th, Jinyu car city disclosed the announcement on the 100% equity interest in the sale of subsidiaries. It said it intends to transfer 100% yuan to Nanchong Jinyu Real Estate Development Co., Ltd. (hereinafter referred to as Jinyu real estate), which was transferred to Shanghai Rui Cong Cci Capital Ltd (hereinafter referred to as Rui Cong investment) by 10 thousand yuan.

Prior to this, Jinyu car city had planned to transfer Jinyu real estate in June 2019, but was rejected by the shareholders' meeting held in June 28th. 4 months later, the board of directors of Jinyu car city re approved the motion to sell Jinyu real estate, and in the 3 companies invited to bid, "the best conditions" determined the winning unit to invest in Rui Cong, the transaction amount was 10 thousand yuan.

Jinyu car city so persistent in the transfer of Jinyu real estate, attracted the attention of the Shenzhen Stock Exchange, after all, Jinyu car city and Jinyu real estate transactions and mutual guarantee, and Jinyu real estate to Jinyu car city remaining debt principal amount of about 194 million yuan.

In November 7th, the Shenzhen stock exchange sent a letter of concern to Jinyu car city, asking for the difference between the plan of Jinyu real estate and the previous plan, whether the mortgage situation was obstructing the transaction, the rationality of the setting up of the guarantee measures, and the measures and methods for repayment of the company's huge loans.

Jinyu real estate lawsuits ridden

From the performance point of view, Jinyu car city eager to Jinyu real estate really has a reason.

Announcements show that Jinyu real estate performance in recent years is not satisfactory. In 2018, Jinyu real estate business income was 20 million 820 thousand yuan, a loss of 21 million 350 thousand yuan, as of the end of 2018, the company's total assets amounted to 365 million yuan, net assets of 47 million 700 thousand yuan. In the first three quarters of 2019, Jinyu real estate business income amounted to 12 million 400 thousand yuan, a loss of 75 million 380 thousand yuan. As at the end of the three quarter of 2019, the total assets were only 300 million yuan, with net assets of -2768 million yuan.

According to the evaluation report, the valuation value of Jinyu real estate in accordance with the income method is -8290.11 million, and the assessed value according to the asset based method is -23.67 million yuan.

The sale announcement shows that Jinyu real estate is currently in a state of lawsuits. The company and its subsidiaries are involved in disputes over real estate sales contracts, disputes in sales contracts, disputes in service contracts, and disputes over construction projects. Up to 43 items have yet to be concluded.

Meanwhile, a 5 year old illegal building in Jinyu real estate has also been put forward.

In October 23, 2019, the urban management and comprehensive law enforcement bureau of Jialing District, Nanchong, issued an advance notice of administrative treatment, which told Jinyu real estate company to build a total of 14 thousand square meters of frame structure in the Jialing district "Shengshi Tiancheng" in July 2014. It did not apply for the "construction project planning permit". It was illegal construction and ordered to be demolished within 10 days.

For Jinyu real estate, there are many undecided matters such as law and economy. The letter of concern asks Jinyu car city to explain whether the related matters may lead to the formation of other rights or obligations related to Jinyu real estate after the completion of the transaction, and explain the measures to be taken to protect the interests.

Entanglement is deep or affected.

The reason for the sale of Jinyu real estate is "to focus on the new main business".

Jin Yu Cheng said that the company's real estate business profitability is weak, the company has no land reserves, not enough to support the sustained development of real estate business, and the company acquired the Jiangsu Zhi Lin Electric Technology Co., Ltd. in 2017 after the start of business transformation, by the end of 2018 has been transformed into new energy related businesses.

However, in June 2019, when the motion for sale of Jinyu real estate was submitted to the shareholders' meeting of the listed company for consideration, the relevant motion was finally rejected.

There is a lot of money and mutual guarantees between Jinyu car city and Jinyu real estate. They are deeply entangled. How to sell them smoothly and ensure that the interests of listed companies are not affected after sale is a big problem.

From dividends, in October 14, 2019, the shareholders' meeting of Jinyu real estate decided to distribute dividends to shareholders 20 million yuan, which has not yet been paid as of the date of the asset appraisal report.

From the guarantee point of view, Jinyu car city has been overdue for the 10 million yuan principal loan of Leshan commercial bank Limited by Share Ltd Nanchong branch. The guarantee includes Jinsheng more than 10 thousand square meters of commercial housing.

At the same time, Jinyu real estate subsidiary Nanchong Noah Ark Business Management Co., Ltd. (hereinafter referred to as "Noah's Ark business manager") has been overdue for the 24 million 500 thousand yuan principal loan of Hengfeng bank Limited by Share Ltd Chengdu branch. Jinyu city has provided asset mortgage guarantee and credit guarantee for the loan.

From the perspective of borrowing, Jinyu car city has financial support and guarantee for Jinyu real estate. As of September 30, 2019, Jinyu real estate Jinyu car city still owed principal amount of about 194 million yuan. Jinyu car city provides collateral guarantee and joint liability guarantee for Noah's 24 million 500 thousand yuan principal loan.

This means that the sale of shares will lead to the formation of Jinyu city to provide financial support and guarantee for companies outside the consolidated statement.

In the face of so many guarantee transactions and arrears, Jinyu car city still insists on the transfer of Jinyu real estate. What is more significant is that some of the provisions of the program are not even as good as those rejected by the shareholders' meeting in June.

In terms of guarantee matters, the previous scheme agreed that the listed company will provide collateral guarantee measures to relevant creditor's rights with Jinyu real estate assets, and provide counter guarantee measures to guarantee matters related to listed companies, and will complete the mortgage guarantee or counter guarantee procedures before the completion of the equity transfer of Jinyu property.

This plan shows that in order to ensure the safety of seller's related creditor's rights, the buyer shall continue to provide the seller with a guarantee of financing (including dividends payable by the listed company) after the completion of the delivery of the assets of Jinyu real estate, and such guarantee activities shall remain valid until the relevant debts are paid back.

For the repayment of a huge amount of arrears, the agreement between Jinyu car city and Rui Cong's investment is that when Jinyu real estate realized the profit of turning losses into profits, tax depreciation and amortization as positive value (EBITA value), Jinyu real estate will repay 20% of the EBITA value of the year to Jinyu City.

According to the June plan, Jinyu real estate should repay all the loans in 5 years. If the unpaid part in 5 years is funded by Jinyu real estate, it will repay it within 1 years.

For the above-mentioned problems, the Shenzhen stock exchange requires detailed instructions. In respect of guarantee matters, the letter of concern requires detailed explanation of the reasonableness of the setting up of the scheme guarantee measures and the reasons and reasonableness of the differences between the relevant agreement of the previous scheme, and the reasons why the relevant guarantee is not required before the completion of the transfer of stock ownership and the reasonableness of the scheme are emphasized, which is conducive to protecting the interests of listed companies.

With regard to the repayment of 194 million of the outstanding debts, we pay close attention to the requirement of Jinyu car city to explain the reasonableness of the repayment method, and explain in detail why the agreement is not agreed on the repayment period and its reasonableness.

Jin Yu Che city is eager to understand the "disposal" of Jinyu real estate. However, the relevant motion must be submitted to the shareholders' general meeting for deliberation. When the terms of this proposal are obviously more unfavorable than the last plan, the shareholders who vote in the stock market may be more difficult to accept.