Securities code: Sinocare Inc(300298) securities abbreviation: Sinocare Inc(300298) Announcement No.: 2022013 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 36.38% 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, Xinnuo health transferred the equity usufruct corresponding to holding 100% equity of trivia health Inc. (hereinafter referred to as the "target equity") to the trust company due to financing, and signed the equity usufruct transfer contract. The total price of the transferred target equity usufruct is no more than RMB 300 million, and the transfer period is one year from the date of paying the transfer price, China Citic Bank Corporation Limited(601998) Changsha Branch (hereinafter referred to as " China Citic Bank Corporation Limited(601998) Changsha branch") paid the transfer price to Xinnuo health in the form of investment trust plan (the transfer price of the subject equity usufruct paid this time is RMB 71 million), Xinnuo health will repurchase the usufruct of the underlying equity held by the trust or the beneficial right of the trust held by China Citic Bank Corporation Limited(601998) Changsha branch at the maturity date of this financing. The financing obtained from the transfer of the usufruct of Xinnuo health will be used to repay the financing amount of Xinnuo health in Zhongding RONGTONG (Tianjin) Financial Leasing Co., Ltd. of RMB 71 million. Meanwhile, Mr. Li Shaobo, the controlling shareholder of Xinnuo health, provided joint and several liability guarantee for the principal of the main debt formed by the above financing matters of 35.5 million yuan and the performance of the repurchase obligation of Xinnuo health. The company will provide deposit pledge guarantee and joint and several liability guarantee for the principal of the main debt formed by the above financing matters of Xinnuo health of 71 million yuan and the performance of the repurchase obligation of Xinnuo health. The company has no affiliated relationship with relevant financial institutions carrying out financing transactions.
The company signed the asset pool pledge guarantee contract with China Zheshang Bank Co.Ltd(601916) Changsha branch. According to the contract, the company applied to China Zheshang Bank Co.Ltd(601916) Changsha branch for a working capital loan of 35 million yuan to provide pledge guarantee for Xinnuo health for a period of 12 months. Meanwhile, since Xinnuo health has repaid the loan of 35 million yuan to China Merchants Bank Co.Ltd(600036) Changsha branch, the company has cancelled the pledge contract previously signed with China Merchants Bank Co.Ltd(600036) Changsha Branch (for details, see the announcement on progress of Sinocare Inc(300298) on providing guarantee for subsidiaries published by the company on cninfo.com, Announcement No.: 2021015). 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. Deposit account pledge contract
(1) Pledgor: Sinocare Inc(300298)
(2) Pledgee: China Citic Bank Corporation Limited(601998) Changsha Branch
(3) Guarantee amount: RMB 35.5 million
(4) Guarantee method: pledge, with a deposit of 35.5 million yuan. (5) Scope of guarantee: including the main creditor's rights under the main contract, interest, default interest, compound interest, liquidated damages, damages, debt interest during delay in performance, delay in performance, deposit for safekeeping and Realization of creditor's rights Costs of pledge (including but not limited to legal fees, arbitration fees, lawyer fees, travel expenses, preservation fees, announcement fees, notarization and certification fees, translation fees, execution fees, preservation insurance fees, etc.) and all other fees payable.
2. Guarantee contract
(1) Guarantor: Sinocare Inc(300298)
(2) Creditor: China Citic Bank Corporation Limited(601998) Changsha Branch
(3) Guarantee amount: RMB 35.5 million
(4) Guarantee method: guarantee
(5) Scope of guarantee: including the principal creditor's rights under the main contract, interest, default interest, compound interest, liquidated damages, damages, debt interest during delay in performance, delay in performance Expenses for realizing creditor's rights (including but not limited to legal fees, arbitration fees, lawyer fees, travel expenses, evaluation fees, transfer fees, preservation fees, announcement fees, notarization and certification fees, translation fees, execution fees, preservation insurance fees, etc.) and all other expenses payable.
3. Asset pool pledge guarantee contract
(1) Pledgor: Sinocare Inc(300298)
(2) Pledgee: China Zheshang Bank Co.Ltd(601916) Changsha Branch
(3) Guarantee amount: 35 million yuan
(4) Guarantee method: pledge, pledge with certificate of deposit, the amount of which is 36.5 million yuan.
(5) Guarantee scope: including the debt principal, interest, compound interest, penalty interest, liquidated damages, damages, litigation (Arbitration) fees, lawyer fees, custody fees, pledge disposal fees, transfer fees and other expenses for creditors to realize their creditor's rights under the financing of asset pledge pool.
5、 Accumulated external guarantees and overdue guarantees
As of the date of disclosure of this announcement, the total external guarantee of the company and its subsidiaries was 1026632100 yuan, of which the total guarantee provided to Xinnuo health, a joint-stock subsidiary, was 994515000 yuan, accounting for 36.38% 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. Deposit account pledge contract and guarantee contract.
4. Asset pool pledge guarantee contract and pledge certificate list.
It is hereby announced.
Sinocare Inc(300298) board of directors March 12, 2002
