Securities code: 600593 securities abbreviation: * ST Shengya Announcement No.: 2022-005 Dalian Sunasia Tourism Holding Co.Ltd(600593)
Progress in providing guarantees and subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of the guaranteed: Harbin Shengya Tourism Industry Development Co., Ltd
The amount of this guarantee is 22 million yuan and the amount of equity pledge is 9 million yuan; The actual accumulated guarantee balance provided is RMB 143511500 (including this guarantee). Whether there is counter guarantee in this guarantee: none
Cumulative overdue amount of external guarantee: None
1、 Overview of guarantee
(I) basic information of guarantee
In order to ensure the continuous, healthy and stable operation of Dalian Sunasia Tourism Holding Co.Ltd(600593) (hereinafter referred to as “the company”) and its subsidiaries and meet the capital needs, the company recently received the guarantee agreement signed by the company and its subsidiaries, as follows:
1. The company signed the guarantee contract with Bank Of Communications Co.Ltd(601328) Heilongjiang Branch (hereinafter referred to as “Heilongjiang Branch of Bank of Communications”) to provide guarantee for the fixed asset loan applied by the subsidiary Harbin Shengya Tourism Industry Development Co., Ltd. (hereinafter referred to as “Shengya tourism”) to Heilongjiang Branch of Bank of communications, with a guarantee amount of 22 million yuan.
2. The subsidiary Harbin Shengya polar Park Co., Ltd. (hereinafter referred to as “Shengya polar”) signed the equity pledge agreement with Harbin Shenghui Investment Co., Ltd. (hereinafter referred to as “Shenghui investment”) to pledge its 8.613% equity of Shengya tourism (the amount of pledged equity is 9 million yuan) to Shenghui investment, Used to guarantee all obligations of the principal debtor in the investment agreement between Shenghui investment and Shengya tourism.
(II) internal decision-making procedures for the performance of guarantee matters
The seventh meeting of the eighth board of directors and the third extraordinary general meeting of shareholders in 2021 considered and approved the proposal on the external guarantee plan and authorization in 2021, and agreed that the company would provide an additional external guarantee amount of 82 million yuan for subsidiaries and subsidiaries, The validity period is from the date of deliberation and approval of the general meeting of shareholders of the company to the date of deliberation of the annual guarantee proposal general meeting of shareholders of the next year. For details, see the announcement on the external guarantee plan and authorization in 2021 (Announcement No.: 2021-082). The amount of this guarantee agreement is within the estimated total amount, so it is not necessary to submit it to the board of directors and the general meeting of shareholders for deliberation.
2、 Basic information of the guaranteed
Shengya tourism was founded in June 2012, with a unified social credit code of 91230109591949815b, a registered capital of 94.5 million yuan, and a legal representative of Tian Li. Its registered address is No. 277, Taiyang Avenue, Songbei District, Harbin. Its business scope is tourism business; Travel agency service outlets, tourism solicitation and consulting services; Operation and management of Polar Aquarium, aquarium and zoo; Amusement park services; Animal performance; Wildlife breeding services; Artificial breeding of aquatic and terrestrial wildlife under special state protection; General protection of aquatic and terrestrial wild animals and artificial breeding; Operation and utilization of aquatic and terrestrial wild animals and their products; Marine artificial landscape, marine biological specimen display, ship model display; Technical services, development, consultation, exchange, transfer and promotion; Information technology services; Advertising production; Advertising release (non radio, television and newspaper publishing units); Sales: tourist souvenirs, arts and crafts (except ivory and its products); Clothing retail; Animal feed sales; Photography services; hotel management; Accommodation services; Food and Beverages; Food production and operation; Site and equipment leasing; Conference and exhibition services; Organize cultural and artistic exchange activities; Commercial performances; Literary and artistic creation.
As of December 31, 2020, the audited total assets of Shengya tourism are 360.5395 million yuan, the total liabilities are 264.9889 million yuan, the asset liability ratio is 73.50%, and the net assets are 95.5506 million yuan; The total operating income is 1912900 yuan and the net profit is 770400 yuan.
As of September 30, 2021, the unaudited total assets of Shengya tourism are 362699500 yuan, the total liabilities are 265465600 yuan, the asset liability ratio is 73.19%, and the net assets are 97.2339 million yuan; The total operating income is 38.5099 million yuan and the net profit is 1.6833 million yuan.
The company indirectly holds 45% of the equity of Shengya tourism, which is a holding subsidiary (secondary) of the company, and other shareholders of Shengya tourism provide the same proportion of guarantee.
Equity penetration chart
3、 Main contents of the guarantee agreement
(I) the main contents of the guarantee contract signed by the company and Heilongjiang Branch of Bank of communications are as follows:
1. Signed by:
Guarantor: Dalian Sunasia Tourism Holding Co.Ltd(600593)
Creditor: Bank Of Communications Co.Ltd(601328) Heilongjiang Branch
2. Guarantee method: joint and several liability guarantee;
3. Guarantee scope: principal and interest, compound interest, default interest, liquidated damages, damages and expenses for realizing creditor’s rights under all main contracts;
4. Guarantee period: calculated separately according to the debt performance period of each main debt agreed in the main contract. The guarantee period under each main debt is from the date of expiration of the debt performance period (or the date of advance payment by the creditor), Until three years after the expiration of the debt performance period of all the main debts finally due under the main contract (or the date of advance payment by the creditor).
(II) the main contents of the equity pledge agreement between yajihui and shengjihui are as follows:
1. Signed by:
Pledgor: Harbin Shengya polar Park Co., Ltd
Pledgee: Harbin Shenghui Investment Co., Ltd
2. Guarantee method: equity pledge;
3. Guarantee scope: all obligations of the principal debtor in the investment agreement, including the obligation to pay the repurchase price, the obligation to pay the fund management fee and all other obligations agreed in the investment agreement;
4. The time limit for the principal debtor to perform its obligations is from January 17, 2022 to January 17, 2029. 4、 Opinions of the board of directors
The guarantee provided by the company and its subsidiary Shengya polar for the subsidiary Shengya tourism has been deliberated and approved at the seventh meeting of the eighth board of directors and the third extraordinary general meeting of shareholders in 2021. The board of Directors believes that the guarantee provided by the company and its subsidiary Shengya polar for the subsidiary Shengya Tourism is to ensure the continuous, healthy and stable operation of the subsidiary and meet its capital needs, Meet the needs of overall development.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of the announcement, the external guarantee balance of the company and its holding subsidiaries was 324.5161 million yuan, and the guarantee balance provided by the company to its holding subsidiaries was 324.5161 million yuan, accounting for 68.98% of the company’s latest audited net assets. The cumulative amount of overdue guarantee was 10000 yuan.
It is hereby announced.
Dalian Sunasia Tourism Holding Co.Ltd(600593) board of directors February 15, 2022
