ZHUHAI ZHUMIAN GROUP(SH:600185) Shang Hai Zheng Quan Bao·2025-11-20 19:19Core Viewpoint - Zhuhai Zhumian Group Co., Ltd. is undergoing a significant asset sale and related party transaction, involving the sale of 100% equity in its subsidiary, Zhuhai Gree Real Estate Co., Ltd., to related party Toujie Holdings for a cash price of 551,753.65 million yuan, which constitutes a major asset restructuring [1][2]. Group 1: Transaction Arrangement - The transaction involves Toujie Holdings, established on September 16, 2025, with a registered capital of 10 million yuan, making a phased cash payment, with the first payment being 30% of the transaction price, amounting to 165,526.10 million yuan, to be paid within five working days after the agreement takes effect [2]. - The agreement stipulates that the company will be deemed to have fulfilled its obligation to deliver the asset regardless of whether the asset has completed the necessary registration or filing procedures [2]. - The remaining payments will be made within one and two years after the agreement takes effect, raising questions about the legal risks associated with the delivery of assets before full payment [2]. Group 2: Guarantee Matters - The company and its subsidiaries will provide guarantees for the asset until six months after the asset delivery date, with Toujie Holdings providing counter-guarantees to the listed company [3]. - The company is required to disclose the current status of guarantees related to the asset, including amounts, creditors, and repayment arrangements [3]. - There is a need to assess whether the repayment of debts relies on the guarantees and the adequacy of the counter-guarantees provided by Toujie Holdings [3]. Group 3: Other Matters - The asset valuation method used is the asset-based approach, with a valuation result of 551,753.65 million yuan and a depreciation rate of 1.81%, including specific depreciation amounts for inventory and long-term equity investments [4]. - There are 103 properties owned by the asset, of which 83 are mortgaged, and five properties have not yet obtained ownership certificates as of July 31, 2025 [4]. - The company must address how these mortgage and ownership issues may affect the transaction payment arrangements [4]. Group 4: Approval Requirements - The asset sale and related party transaction require formal approval from the relevant state-owned assets department, approval from the company's shareholders, and other necessary legal approvals before implementation [5].