Qixia Construction: Announcement on Providing Entrusted Loans to Holding Subsidiaries by Controlling Shareholders

1. In order to support the development and construction of real estate projects of Wuxi Qixia, a holding subsidiary of the company, and Chen Zhuo and Xishan in Suzhou, Qixia Group, the controlling shareholder of the company, intends to entrust banks to provide loans of 65.438+0.5 billion yuan, 65.438+0 billion yuan and 65.438+0 billion yuan to Qixia in Wuxi, Chen Zhuo in Suzhou and Xishan in Wuxi respectively, with a loan term of no more than two years and an annual interest rate of no more than 654.38+.

Qixia Group is the controlling shareholder of the company, holding 339,420,600 shares, accounting for 32.33% of the company's total share capital; Wuxi Qixia is a holding subsidiary of the company, and the company holds 70% of the shares; Suzhou Chen Zhuo and Wuxi Xishan are wholly-owned subsidiaries of the Company; This transaction constitutes a connected transaction.

Two. Basic information of related parties

Qixia Group is the controlling shareholder of the company, holding 339,420,600 shares, accounting for 32.33% of the company's total share capital. The registered capital of the company is RMB189.625 million yuan, the registered address is No.251He Yan Road, Qixia District, Nanjing, and the legal representative is Jiang Jinsong. Its business scope includes comprehensive housing development, construction (excluding residence), sales, leasing, property management and project management (excluding project supervision). By the end of 20 1 2,65438+2, 1, the total assets of the company were 266,654,380+0 billion yuan, the total loans were1365 million yuan, the net assets were 990 million yuan, and the asset-liability ratio was 62.80%. In 20 12, the company realized a net profit attributable to the parent company of 8,665,438,000 yuan (the above data has not been audited).

Wuxi Qixia is a holding subsidiary of the company, and the company holds 70% of the shares. Suzhou Chen Zhuo and Wuxi Xishan are wholly-owned subsidiaries of the Company.

Three. Main contents of related party transactions

Qixia Group intends to entrust banks to provide loans of 65.438+0.5 billion yuan, 65.438+0.00 billion yuan and 65.438+0.00 billion yuan to Wuxi Qixia, Suzhou Chen Zhuo and Wuxi Xishan, respectively, with a loan term of no more than 2 years and an annual interest rate of no more than 654.38+0.5%. The entrusted loan agreement was signed by the client Qixia Group and the entrusted bank, and the entrusted bank signed loan agreements with the borrowers Wuxi Qixia, Suzhou Chen Zhuo and Wuxi Xishan. The trustor issues loans to the borrower through the trustee, collects interest and recovers the principal, and can supervise the actual use of the funds through the trustee.

Fourthly, the purpose of related party transactions and its influence on listed companies.

This related party transaction is conducted on the basis of fairness and mutual benefit. With the tightening of credit, entrusted loans provided by controlling shareholders will effectively alleviate the short-term liquidity shortage of Wuxi Qixia, Suzhou Chen Zhuo and Wuxi Xishan, and increase their cash flow, which is conducive to their long-term sustainable development. The board of directors of the company believes that the financing cost of real estate companies has been maintained at a high level under the premise of continuous and in-depth policy regulation. The capital cost of this entrusted loan provided by the controlling shareholder will not bring significant financial risks to the company and its subsidiaries, nor will it harm their interests or affect their independence.

Verb (abbreviation for verb) reviews the procedures to be performed for related party transactions.

With the consent of independent directors, this related party transaction was submitted to the eighth meeting of the fifth board of directors of the company for consideration. 20 13 04 17 the company held the eighth meeting of the fifth board of directors to consider the proposal on providing entrusted loans by controlling shareholders to controlling subsidiaries. There should be 7 directors at the meeting, but there were 7 actually. The related directors Ms. Chen Xinghan, Mr. Chen and Mr. Fan abstained from voting, and the other directors unanimously agreed to pass the proposal.

Mr. Shen Kunrong, Mr. Li and Ms. Zhang, independent directors of the company, expressed their opinions on this related party transaction: this related party transaction is fair to the listed company and all shareholders, and there is no harm to the interests of minority shareholders. This transaction is in the interests of the company and all shareholders.

The transaction must be approved by the shareholders' meeting, and the related parties interested in the related party transaction will give up their voting rights on the proposal at the shareholders' meeting.