“There is no arrangement for the shares that have been repurchased to be invested in the disclosed employee stock ownership plan, and the company does not use the previously disclosed repurchase plan to hype the stock price and cooperate with shareholders to reduce their holdings.”
On the evening of July 20, Jinke Co., Ltd. (SZ000656, stock price 2.57 yuan, market value 13.7 billion yuan) issued a reply to the Shenzhen Stock Exchange’s annual report inquiry letter. In response to whether the relevant arrangements in the Shenzhen Stock Exchange’s previous inquiry letter may affect the company’s solvency and continuing operations, Jinke said that since May 2022, the company has carried out debt management for some public bonds. The periodical management idea of “guaranteing delivery, guaranteeing operation and guaranteeing stability”, scientifically arranges and allocates funds, and does everything possible to solve the current liquidity pressure. Although the company’s cash flow may be under periodic pressure at present, it still has a good sustainable future in the future. Management capacity.
It is worth noting that on July 19, Jinke also received a regulatory letter from the Shenzhen Stock Exchange due to the violation of the violation of the signing of the equity agreement and the failure to disclose the change in the shareholding ratio in a timely manner.
Source: Jinke Announcement
The source of funds withdrawn from the employee stock ownership plan is in compliance with the regulations
On July 13, Jinke Co., Ltd. released the “Excellent Win-Win Plan and the Third Phase of the Employee Stock Ownership Plan from 2019 to 2023”, stating that 3.5% of the total net profit of 7 billion yuan in 2020 will be allocated to a special fund of 2.46 100 million yuan as the source of funds for the employee stock ownership plan.
It is also this plan that has attracted the attention of the Shenzhen Stock Exchange, requiring Jinke to explain that under the circumstance that the company cannot complete the share repurchase plan and the funds are tight, the special fund will be withdrawn based on the net profit of 2020 as the fund for the employee stock ownership plan. The main consideration of the source.
In the reply letter, Jinke Co., Ltd. stated that according to Article 5 of the “Jinke Real Estate Group Co., Ltd. Excellence and Win-win Plan and 2019-2023 Employee Stock Ownership Plan”: if 2019, 2020, 2021, 2022 In any year, the company’s audited net profit attributable to the parent company has a growth rate of no less than the 2018 net profit of 3.886 billion yuan that is not less than the “net profit growth target value” corresponding to the assessment year, then the next year of the assessment year 3.5% of the annual net profit of the assessment is allocated to the special fund.
The net profit achieved by Jinke Co., Ltd. in 2020 was 7.03 billion yuan, an increase of 80.91% compared with the net profit base in 2018, reaching the net profit growth target value and related regulations stipulated in the “Employee Stock Ownership Plan”. The company has withdrawn the above-mentioned special fund in 2021 in accordance with the provisions of the “Employee Stock Ownership Plan”, and will decide to implement the employee stock ownership plan at an appropriate time at its own discretion.
At the same time, Jinke Co., Ltd. stated that the company has included the above-mentioned special fund of 246 million yuan in the current “employee compensation” in its 2021 annual financial statements. Therefore, whether or not the three-phase shareholding plan is implemented, it will not affect the company’s 2021 the performance of the reporting period after the year. The special fund drawn from the three-phase stock ownership plan constitutes a part of the employee’s remuneration.
The “Daily Economic News” reporter noticed that on the same day that the Shenzhen Stock Exchange’s inquiry letter was issued, Jinke announced that it would suspend the repurchase of some public shares. In this announcement, Jinke Co., Ltd. stated that as of now, the company has repurchased 42,697,900 shares through centralized bidding transactions through the special securities account for repurchase, accounting for about 0.80% of the company’s total share capital, and the highest transaction price is 5.16 yuan. / share, the lowest transaction price is 4.03 yuan / share, and the total transaction amount is about 190 million yuan. This transaction amount did not meet 38% of the lower limit of the company’s centralized bidding repurchase plan a year ago of 500 million yuan, and failed to complete the established repurchase plan.
In the reply letter, Jinke also revealed that there is no arrangement for the repurchased shares to be invested in the disclosed employee stock ownership plan.
The balance of interest-bearing liabilities due within one year is 36.492 billion yuan
In response to its own debt problems, Jinke Co., Ltd. stated that as of now, the total interest-bearing liabilities within the scope of the company’s consolidated statements are 67.036 billion yuan, a decrease of 13.574 billion yuan from the end of 2021; The balance of interest-bearing liabilities due on March 14) was 36.492 billion yuan.
In the balance of interest-bearing liabilities due within one year, bank loans were 11.311 billion yuan, and loans from non-bank financial institutions were 13.286 billion yuan. In response to this part of financing, the company actively strives with various cooperative financial institutions for new projects in accordance with the supervision spirit of the central bank and the China Banking and Insurance Regulatory Commission of “distinguishing project risks and real estate enterprise risks, and not blindly withdrawing loans, cutting off loans, suppressing loans, and not engaging in one-size-fits-all”. Financing will replace part of the existing financing. On the other hand, we will negotiate and adjust the repayment rhythm and term of the existing financing, reduce the net repayment amount as much as possible, and retain the cash flow to support the virtuous circle of the project.
Source: Jinke Announcement
It should be noted that since the successful extension of “20 Jinke 03” in May this year, Jinke has completed the extension of corporate bonds 19 Jinke 01 and ultra-short-term financing bills “21 Jinke Real Estate SCP003”, and according to the extension period The plan has completed the agreed principal installment and interest payment.
In the reply letter, Jinke Co., Ltd. also stated that the bond financing in the balance of the company’s interest-bearing liabilities due within one year is 11.895 billion yuan. For the subsequent bond financing that is about to expire or has the option of selling back, the company will compact the debt repayment. The main responsibility is to actively communicate with the holder, and properly negotiate the sale back plan and repayment arrangement.
Jinke Co., Ltd. said that the net cash flow generated by the company’s operating activities continued to be positive, but due to factors such as the increase in the amount of interest-bearing liabilities due and the decrease in the amount of new financing on the account, the company’s monetary capital balance at the end of the first quarter of 2022. At the beginning of the year, it decreased by about 7 billion yuan. At the same time, affected by the limited use of pre-sale supervision funds and financing constraints, the overall environment has not improved as expected. Financial institutions and project partner shareholders are more cautious about the use of funds from the project company. The supervision of project funds is strengthened, and the company can freely use monetary funds. reduce.
As of the end of 2021, the land reserve area of Jinke Co., Ltd. and its invested companies exceeded 65.91 million square meters (excluding the sold area), and the area under construction reached 60.96 million square meters, mainly in the residential format, with about 400 projects under construction nationwide. The company’s consolidated net assets attributable to the parent company are about 38.9 billion yuan, and the contract liabilities (pre-purchased house payments) are about 124.6 billion yuan. Therefore, Jinke Co., Ltd. believes that the company has a good ability to continue operating in the future.
Violation of the letter disclosure, the actual controller received a supervision letter from the Shenzhen Stock Exchange
Although Jinke Co., Ltd. has repeatedly stated that the company has a good ability to continue operating in the future, the company’s shareholders are still significantly reducing their holdings.
The night before this reply letter, that is, on the evening of July 19, Jinke Co., Ltd. announced the progress of the reduction of its shareholding company Dong Tao Hongya. From April 26 to June 29, it reduced its holdings of 53.3971 million shares of the company in the secondary market through centralized bidding transactions, accounting for about 1% of the total shares.
According to the average price of reduction of 3.61 yuan per share, Tao Hongya has cashed out about 193 million yuan through the reduction of Jinke. Before the reduction, it held a total of 6.2495% of Jinke shares. After this reduction, Tao Hongxia’s shareholding ratio has dropped to 5.2495%.
On March 26 this year, Jinke shares disclosed a warning of reduction of holdings, saying that Tao Hongxia would reduce its holdings of the company’s shares by 68.8298 million shares within 15 trading days from the date of the announcement, accounting for 1.29 of the company’s total share capital. %; Now that the reduction plan is more than half the time, the remaining number of shares that can be reduced is 15.4327 million shares.
In fact, as early as February this year, Huang Sishi, the daughter of Huang Hongyun, the actual controller of Jinke Co., Ltd., reduced her holdings of all Jinke shares to achieve “clearance” and cashed out more than 190 million yuan.
Source: Jinke Announcement
On the same day (July 19) that the announcement of the reduction was released, Jinke also received a regulatory letter from the Shenzhen Stock Exchange.
According to the supervision letter, after investigation, Huang Hongyun, Tao Hongxia, and Chongqing Jinke Investment Holding (Group) Co., Ltd., as shareholders of Jinke Co., Ltd., failed to disclose the signing of the equity agreement and the changes in the shareholding ratio in a timely manner. Behavior.
The Shenzhen Stock Exchange pointed out that the “Announcement on the Response to the Letter of Concern of the Shenzhen Stock Exchange” disclosed by Jinke on August 4, 2021 shows that the actual controller of Jinke Huang Hongyun and the shareholder Tao Hongxia signed an agreement on April 22, 2017. It is agreed that the two parties will split 14.20% of Jinke shares held by Chongqing Jinke Holdings according to the ratio of 51:49, and Huang Hongyun and Tao Hongxia will maintain a concerted action relationship for a period of three years. Huang Hongyun and Tao Hongya did not inform Jinke of relevant matters in a timely manner and fulfilled their announcement obligations, and did not disclose relevant matters until August 4, 2021.
The above behaviors of Huang Hongyun and Tao Hongxia violated Articles 1.4 and 2.3 of the Shenzhen Stock Exchange’s “Stock Listing Rules (Revised in 2014)” and Article 4.1.6 of the “Guidelines for the Standardized Operation of Main Board Listed Companies (Revised in 2015)” .
In addition, the “Indicative Announcement on Changes in Shareholders’ Equity” disclosed by Jinke Co., Ltd. on January 15, 2022 shows that Jinke Co., Ltd. has received a notification letter from shareholders Tao Hongxia and Chongqing Hongtao Culture Media Co., Ltd. since January 2022. From the 17th, the relevant shareholders will no longer act in concert with Huang Hongyun, Jinke Holdings and Huang Sishi. Huang Hongyun and Jinke Holdings failed to perform their announcement obligations in a timely manner, and did not disclose the “Simple Equity Change Report” until April 2, 2022. The above actions of Huang Hongyun and Jinke Holdings violated the provisions of Articles 1.4 and 3.4.2 of the Shenzhen Stock Exchange’s “Stock Listing Rules (Revised in 2022)”.
The Shenzhen Stock Exchange expressed the hope that Huang Hongyun, Tao Hongxia, and Chongqing Jinke Investment Holdings (Group) Co., Ltd. will learn from the lessons and strictly abide by national laws, regulations, and the Exchange’s “Stock Listing Rules” and “Guidelines for the Standardized Operation of Listed Companies”. Be honest and trustworthy, operate in a standardized manner, perform information disclosure obligations in a complete, accurate and timely manner, and prevent the recurrence of the above-mentioned problems.
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Source of cover image: Photo Network-500984377
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