Securities code: Sinocare Inc(300298) securities abbreviation: Sinocare Inc(300298) Announcement No.: 2022012 bond Code: 123090 bond abbreviation: sannuo convertible bond
Progress announcement on providing guarantee for subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
Sinocare Inc(300298) (hereinafter referred to as "the company") and its holding subsidiaries provided guarantees to units outside the consolidated statements, accounting for 33.82% of the company's latest audited net assets. The guarantees provided to units outside the consolidated statements are guarantees provided to the participating subsidiary Shenzhen Xinnuo Health Industry Investment Co., Ltd. (hereinafter referred to as "Xinnuo health"), Please pay attention to the relevant risks.
1、 Overview of guarantee
On July 12, 2019, the company held the 35th meeting of the third board of directors to consider and pass the proposal on applying for comprehensive credit from relevant banks and providing guarantee for related parties, and agreed that the company would continue to provide guarantee for the comprehensive credit of Xinnuo health with an amount not exceeding RMB 1 billion, The guarantee period is three years from the effective date of the agreement (the independent directors of the company have expressed their prior approval and independent opinions on this matter). On July 30, 2019, the company held the first extraordinary general meeting of shareholders in 2019 and deliberated and approved the above matters related to external guarantee. For details, please refer to the announcement on the resolution of the 35th meeting of the Sinocare Inc(300298) third board of directors (Announcement No.: 2019044), the announcement on applying for comprehensive bank credit and providing guarantee for related parties by Sinocare Inc(300298) sensor Co., Ltd. (Announcement No.: 2019047) published on cninfo.com Announcement on the resolution of 3 Hunan Xiangjia Animal Husbandry Company Limited(002982) 019 first extraordinary general meeting of shareholders (Announcement No.: 2019055).
2、 Guarantee progress
Recently, the company signed a pledge contract with China Merchants Bank Co.Ltd(600036) Changsha Branch (hereinafter referred to as China Merchants Bank Co.Ltd(600036) Changsha Branch). According to the contract, the company applied to China Merchants Bank Co.Ltd(600036) Changsha branch for a working capital loan of 35 million yuan to provide pledge guarantee for Xinnuo health for a period of 12 months.
The above guarantee is within the scope of the guarantee matters deliberated and approved by the first extraordinary general meeting of shareholders in 2019, and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
3、 Basic information of the guaranteed
1. Basic information of the guaranteed
Company name: Shenzhen Xinnuo Health Industry Investment Co., Ltd
Date of establishment: April 27, 2015
Registered capital: 100 million yuan
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen
Legal representative: Li Shaobo
Company type: limited company
Main business: investment in medical and health industry, investment in biotechnology industry, biotechnology R & D, technology development, technology transfer, technical service and technical consultation of medical devices, health care management consultation (excluding medical behavior), investment management, investment consultation and entrusted asset management (not engaged in trust, financial asset management and securities asset management).
2. Relationship between the guaranteed and the company:
Xinnuo health is a joint-stock subsidiary of the company. The company holds 39.742% of its shares, and the controlling shareholder of the company, Mr. Li Shaobo, holds 44.697% of its shares. It is an affiliated legal person of the company.
4、 Main contents of the guarantee agreement
1. Pledge contract
(1) Pledgor: Sinocare Inc(300298)
(2) Pledgee: China Merchants Bank Co.Ltd(600036) Changsha Branch
(3) Guarantee amount: 35 million yuan
(4) Guarantee method: pledge, with a deposit of 36.33 million yuan. (5) Scope of guarantee: including but not limited to debt principal, interest, default interest, compound interest, liquidated damages, liquidated damages for delay in performance, expenses for realizing pledge and creditor's rights and other relevant expenses under the loan contract. Specifically, it includes: loans granted to the debtor according to the main contract, negotiation of principal and corresponding interest, default interest, compound interest, liquidated damages and liquidated damages for delay in performance; The principal balance and interest, default interest, compound interest, liquidated damages and delay in performance of the commercial bill accepted under the main contract or the payment obligation under the letter of credit issued for the debtor; The principal amount of all bills discounted under the main contract and the corresponding interest, default interest, compound interest, liquidated damages and liquidated damages for delay in performance; Expenses incurred in recovering debts from the debtor and exercising the pledge (including but not limited to legal fees, lawyer fees, announcement fees, service fees, travel expenses, application for issuance of enforcement certificate, etc.), as well as all other relevant expenses.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the total external guarantee of the company and its subsidiaries was 956817100 yuan, of which the total guarantee provided to Xinnuo health, a joint-stock subsidiary, was 924.7 million yuan, accounting for 33.82% of the company's latest audited net assets; The total amount of guarantee provided to sannuo health, a wholly-owned subsidiary, was 321171 million yuan, accounting for 1.17% of the company's latest audited net assets. The company and its subsidiaries do not have overdue guarantee or litigation guarantee.
6、 Documents for future reference
1. Resolutions of the 35th meeting of the third board of directors of the company;
2. Resolutions of the company's first extraordinary general meeting in 2019;
3. Pledge contract and loan receipt of Xinnuo health.
It is hereby announced.
Sinocare Inc(300298) board of directors March 5, 2002
