Securities code: 000796 securities abbreviation: Caissa Tosun Development Co.Ltd(000796) Announcement No.: 2021-083 bond Code: 112532 bond abbreviation: 17 Caesar 03
Caissa Tosun Development Co.Ltd(000796)
Announcement on progress of external guarantee
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of guarantee matters
(i) Overview of guarantee
Caesar Tongsheng Travel Agency (Group) Co., Ltd. (hereinafter referred to as “Tongsheng travel agency”) a wholly-owned subsidiary of Caissa Tosun Development Co.Ltd(000796) (hereinafter referred to as “the company” or ” Caissa Tosun Development Co.Ltd(000796) “) obtained the Beijing Branch of Shengjing Bank Co., Ltd. (hereinafter referred to as “Shengjing bank”) ）The loan with the principal amount of 183 million yuan is provided for a period of 12 months. For this financing, The company and its subsidiary Beijing Caesar International Travel Agency Co., Ltd. (hereinafter referred to as “Beijing Caesar”) provide joint and several liability guarantee and sign the loan guarantee contract respectively; at the same time, the company provides pledge guarantee with 60% equity of Hainan Tongsheng Sega duty-free Group Co., Ltd., and the company’s subsidiary Yishi Zongheng Co., Ltd. (hereinafter referred to as “Yishi Zongheng”) ）Yichang Three Gorges Airport Aviation Food Co., Ltd. (hereinafter referred to as “Yichang aviation food”) provided pledge guarantee for some accounts receivable and signed loan pledge contract respectively.
（2） Consideration of guarantee
The company held the 31st meeting of the ninth board of directors and the 2020 annual general meeting of shareholders on March 30, 2021 and April 20, 2021 respectively, and deliberated and adopted the proposal on the estimation of external guarantee amount in 2021. For details, please refer to the announcement on the resolution of the 31st meeting of the 9th board of directors (Announcement No.: 2021-011), announcement on the forecast of external guarantee amount in 2021 (Announcement No.: 2021-015) and announcement on the resolution of 2020 annual general meeting of shareholders disclosed by the company on cninfo.com (Announcement No.: 2021-024). According to the above resolutions of the general meeting of shareholders, the asset liability ratio of listed companies and subsidiaries in 2021 is higher than 70%
The holding subsidiaries of provide guarantees with a total amount of no more than 1.805 billion yuan, and control those with an asset liability ratio of less than 70%
The joint-stock subsidiary provides a guarantee with a total amount of no more than 1.01 billion yuan, and authorizes the company’s management to be within the guarantee amount
Handle specific guarantee procedures. According to the expected guarantee situation and relevant authorization, Tongsheng travel agency is provided with guarantee this time
The matter belongs to the matter that the company provides guarantee to the holding subsidiary with asset liability ratio higher than 70%
Within the limit of RMB 1.805 billion, the specific guarantee matters shall be approved and decided by the company’s management.
2、 Basic information of guarantee matters
Unit: 10000 yuan
Up to now, the secured party has reviewed the current use of the guarantee amount, the remaining available guarantee object authorized by the guarantor, the current asset liability ratio of the secured party, and the proportion of the total guarantee amount of the batch of available guarantees in the company’s net assets in the latest guarantee amount period
Caissa Tosun Development Co.Ltd(000796) /
Kaiser Tongsheng Travel Agency (80.85% 1803501830026.91% 162050 Yishi Zongheng / holding subsidiary group) Co., Ltd. with Beijing Kaiser / asset liability ratio > 70%
Yichang aviation food
*The latest issue is September 30, 2021
3、 Basic information of the guaranteed
1. Company name: Kaiser Tongsheng Travel Agency (Group) Co., Ltd
2. Date of establishment: December 21, 2010
3. Registered address: No. 32, 4th floor, commercial part, building 1, yard a 22, xidawang Road, Chaoyang District, Beijing
4. Legal representative: Chen Jie
5. Registered capital: RMB 80 million
6. Business scope: inbound tourism business; China tourism business; Operating outbound tourism business; Investment and
Asset management; Marketing Planning; Undertake exhibition activities; Economic and trade consultation; Enterprise management consulting; computer
Graphic design and production; Designing, producing, acting and publishing advertisements; Software design; Sales of stationery and workers
Arts and crafts; Conference services.
7. Ownership structure: the company holds 100% of its equity and is a wholly-owned subsidiary of the company.
8. Financial indicators of the latest year and period
As of December 31, 2020, the total assets were 2374581200 yuan and the net assets were 55940.75 yuan
10000 yuan; In 2020, the operating revenue will be 1063126900 yuan and the net profit will be – 245564800 yuan (after examination)
Meter).
As of September 30, 2021, the total assets are 2102742400 yuan and the net assets are 402715100 yuan; The operating income was 309133200 yuan and the net profit was -160.1292 million yuan (Unaudited). 9. The guaranteed party is not a dishonest executee.
4、 Main contents of the guarantee agreement
For the financing of Tongsheng travel agency, the principal amount of the loan is RMB 183 million, and the loan term is 12 months (from December 7, 2021 to December 6, 2022), subject to the loan date and repayment date indicated in the loan receipt. The relevant agreements on creditor’s rights guarantee are as follows:
The main contents of the loan guarantee contract are as follows:
(i) Guarantee amount: RMB 183 million
（2） Guarantee period: three (3) years after the expiration of the loan term (including expiration in advance and expiration after extension). Guarantee method: joint and several liability guarantee
The loan pledge contract mainly includes:
(i) Guarantee amount: RMB 183 million
（2） Time limit for the borrower to perform the debt: the pledge exists simultaneously with the creditor’s right guaranteed by it. Before the creditor’s right is extinguished, the pledge will not be extinguished
（3） Guarantee method: equity pledge guarantee and accounts receivable pledge guarantee
5、 Accumulated external guarantees and overdue guarantees
As of the date of this announcement, including this guarantee, the total amount of external guarantee approved by the company and its holding subsidiaries was 2.815 billion yuan, and the total balance of external credit guarantee and BSP business guarantee of the company and its holding subsidiaries was 1.072.1 billion yuan, accounting for 113.73% of the latest audited net assets of the listed company. The company has no overdue guarantee or guarantee involving litigation. The company will disclose other progress or changes of the guarantee in a timely manner.
6、 Documents for future reference
1. Loan guarantee contract between the company and Shengjing bank
2. Loan guarantee contract between Beijing Caesar and Shengjing bank
3. Loan pledge contract between the company and Shengjing bank
4. Loan pledge contract between Yishi Zongheng Co., Ltd. and Shengjing bank
5. Loan pledge contract between Yichang Three Gorges Airport Aviation Food Co., Ltd. and Shengjing bank
It is hereby announced.
Caissa Tosun Development Co.Ltd(000796) board of directors December 23, 2021
