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棕榈生态城镇发展股份有限公司第六届董事会第三十二次会议决议公告
Shang Hai Zheng Quan Bao· 2025-08-11 18:57
Core Viewpoint - The company has approved the acquisition of assets from its affiliate, Gui'an Palm Cultural Real Estate Co., Ltd., to offset debts, involving 48 properties valued at approximately 18.26 million yuan, with an agreed price of 17.96 million yuan [2][9][10]. Group 1: Transaction Overview - The company will receive 48 residential properties located in Gui'an New District, Guizhou Province, with a total construction area of 3,678.18 square meters as debt compensation [6][9]. - The properties have a book value of 17,957,709.65 yuan and an estimated value of 18,260,100.00 yuan [6][15]. - The transaction was approved by the board of directors with 6 votes in favor and no opposition, while related directors abstained from voting [10][12]. Group 2: Debt Settlement Context - Gui'an Palm owes the company for construction project payments and performance bonds related to the Yunman Lake International Leisure Tourism Resort [7][8]. - The company previously signed an agreement to accept properties as debt repayment but faced challenges in executing this with downstream suppliers, prompting the current transaction [8][21]. Group 3: Asset Valuation and Agreement - The valuation of the properties was conducted by Henan Jiayuan Real Estate Land Asset Appraisal Co., Ltd., confirming the estimated value [7][16]. - The agreement stipulates that Gui'an Palm will work to remove any mortgage registrations on the properties within three months and ensure no other rights issues exist [15][19]. Group 4: Independent Board Review - The independent directors have reviewed the transaction and concluded that it aims to protect the company's interests and expedite debt recovery, with no significant discrepancies in property valuation [24]. - The independent board supports the transaction and has recommended it for board approval, ensuring that related directors recuse themselves from voting [24]. Group 5: Financial Impact - The company anticipates that the transaction will not have a significant impact on its financials, with accounting treatment to be confirmed post-audit [24]. - The company will actively manage the asset recovery process to enhance the value of the acquired properties [24].