On the evening of October 13, Sino-Ocean Holdings Group (China) Co., Ltd. (hereinafter referred to as "Sino-Ocean Group") issued an announcement that the company has disclosed the 2022 annual audit report and the 2023 semi-annual report.
Among them, as of the end of 2022, the company's net assets were 47.276 billion yuan. In the half year of 2023, the company's unaudited consolidated statement net loss was 12.562 billion yuan, accounting for 26.57% of the net assets at the end of the previous year, more than 10% of the net assets at the end of the previous year.
As for the reasons for the company's major losses in the half year of 2023, Sino-Ocean Group said that it was mainly affected by two aspects.
First, in the first half of 2023, the projects carried forward by the company were mainly high-end projects with high land costs and construction costs in Wuhan, Hangzhou, Taiyuan and other countries, resulting in pressure on gross profit and a sharp decline in gross profit margin of real estate sales business; Second, due to the impact of the recovery in real estate market sales less than expected, based on the principle of prudence, the company made asset impairment provisions for some projects.
The announcement pointed out that in the first half of 2023, affected by the downturn in the industry, Sino-Ocean Group's sales and payment collection continued to weaken, and the asset disposal and refinancing promoted simultaneously also faced greater uncertainty, and the group's available funds on the books continued to decrease.
At the same time, Sino-Ocean Group admitted in the announcement that the performance loss in the half year of this year had an impact on the company's financial situation. In this regard, the company will take measures such as increasing sales, vigorously capturing payments, asset disposal, and controlling and reducing expenditures, so as to fully ensure the payment of open market debts and ensure the orderly development of the company's operation and guaranteed handover work.
Its "15 Sino-Ocean 05" corporate bonds ushered in new progress
It is worth mentioning that on October 13, Sino-Ocean Group also issued an inside information announcement on the Hong Kong Stock Exchange concerning the "15 Sino-Ocean 05" corporate bonds of Sino-Ocean Holdings Group (China) Co., Ltd. (hereinafter referred to as "Sino-Ocean Holdings China"), a wholly-owned subsidiary.
It is reported that the code of "15 Sino-Ocean 05" is "122498.SH", issued by Sino-Ocean Holdings China on October 19, 2015, with a total principal amount of 3 billion yuan and a term of 10 years, as of the date of this announcement, the balance of the bond is 3 billion yuan, the current coupon rate is 4.76%, fixed during the term of existence, and the redemption date is October 19, 2025.
On October 9 this year, Sino-Ocean Holdings China published a notice of holding a meeting of holders, according to which Sino-Ocean Holdings China will hold the first meeting of corporate bondholders online on October 18, and the deliberation content includes: exemption from the notice of the first meeting of corporate bondholders, provisional proposals and other deadlines; Motion to amend the rules of the meeting of corporate bondholders.
Later, on October 12, Sino-Ocean Holdings China again published a notice of corporate bondholders' meeting, and will hold the second corporate bondholders' meeting online on October 16, which will deliberate: exemption from the notice of the second corporate bondholders' meeting, provisional proposals and other related procedures; Proposals to increase the grace period for the payment of interest on corporate bonds, etc.
Among them, according to the latter motion, Sino-Ocean Holdings China requested corporate bondholders to agree to add a grace period for the payment of interest on corporate bonds, from the original grace period of October 18, 2023 to before December 19, 2023 (inclusive).
If the proposal is passed, a grace period will be added for the payment of interest on corporate bonds and will not trigger the default clause stipulated in the prospectus for corporate bonds. In order to avoid doubt, there is no penalty interest during the deferred payment of corporate bond interest, and no liquidated damages, overdue interest and penalty interest are set or incurred, and interest will continue to be paid according to the coupon rate of the corporate bond.
At the same time, the announcement stated that Sino-Ocean Holdings China undertakes not to evade the cancellation of corporate bonds, and will promptly formulate a reasonable debt repayment plan and plan for the consideration of corporate bondholders in the event of an expected failure to pay the principal and/or interest of the corporate bonds on time or a failure to repay the principal and/or interest of the corporate bonds on time, and strictly implement and implement the debt repayment plan.
In addition, due to the uncertainty of the repayment plan, in order to safeguard the interests of corporate bondholders, in accordance with relevant rules and regulations, after applying to the Shanghai Stock Exchange, trading of "15 Sino-Ocean 05" corporate bonds has been suspended since the trading session of the Shanghai Stock Exchange on October 10, 2023.
From "origins in central enterprises" to "participation in central enterprises"
According to public information, Sino-Ocean Group, formerly known as Sino-Ocean Land Holdings Co., Ltd., can be traced back to COSCO Real Estate Development Co., Ltd., which was established in 1993 and was formerly a subsidiary of the central enterprise China COSCO Shipping Co., Ltd. (hereinafter referred to as "COSCO Group") engaged in real estate management and investment.
In January 2002, Sino-Ocean Group underwent its first restructuring, with COSCO Group and another central enterprise, Sinochem Group, each holding 50% of its shares. In 2007, Sino-Ocean Group was listed on the Hong Kong Stock Exchange under the stock code "03377.HK". After listing, COSCO Group and Sinochem Group, the former two shareholders of central enterprises, held 20.44% and 14.22% of its shares respectively.
In December 2009, Chinese Life Group subscribed for 934 million shares of Sino-Ocean Group and became its major shareholder, with a shareholding ratio of 16.57% at that time. In January 2010, Chinese Life Group acquired part of the equity of Sinochem Group. In 2013, Chinese Life Group continued to subscribe for the shares issued by Sino-Ocean Group, further increasing its shareholding ratio to 29.03%.
At the same time that Chinese Life Group entered the list of major shareholders of Sino-Ocean Group, Hong Kong consortium Nan Fung Group also intervened in Sino-Ocean Group's equity. In December 2010, Nan Fung Group acquired Sino-Ocean Group shares from COSCO Group, and in 2013, together with Chinese Life Group, subscribed for the shares issued by Sino-Ocean Group, increasing its shareholding ratio to 22%.
In 2015, Anbang Insurance (the predecessor of Big Insurance Group) became a 29.98% shareholder of Sino-Ocean Group after purchasing Sino-Ocean Group shares from Nan Fung Group and other investors, while Chinese Life Group also increased its shareholding to 29.99%. Since then, two insurance companies, Chinese Life Group and Dajia Insurance, have become the top two shareholders of Sino-Ocean Group.
According to the data of the 2022 annual report, as of the end of the reporting period, the shares of Sino-Ocean Group held by Chinese Life Group and Dajia Insurance Group were 29.59% and 29.58% respectively.
According to the publicly disclosed list of directors, as of June 26, 2023, Sino-Ocean Group had a total of 13 directors, including 4 executive directors, 4 non-executive directors and 5 independent non-executive directors.
Among them, Li Ming, Chairman and Chief Executive Officer of the Executive Directors, Wang Honghui, Chief Executive Officer and Cui Hongjie, Chief Executive Officer and General Manager of Construction Management Center, all joined Sino-Ocean Group before 2005. Executive director Chai Juan, non-executive directors Zhang Zhongdang and Yu Zhiqiang, a total of 3 people, were nominated by Chinese Life Group; The two non-executive directors, Zhao Peng and Sun Jinfeng, were nominated by Big Insurance Group.
It can be seen that although Sino-Ocean Group is a central enterprise (COSCO Group), it is currently only a shareholding company of a central enterprise (Chinese Life Group). At the same time, Chinese Life Group's main insurance business is far from the real estate business, and its ability to influence Sino-Ocean Group's business is limited. (This article was first published on Titanium Media APP, author|Chen Weina)