Securities code: Yunnan Tourism Co.Ltd(002059) securities abbreviation: Yunnan Tourism Co.Ltd(002059) Announcement No.: 2022012 Yunnan Tourism Co.Ltd(002059)
Announcement on providing financial assistance and related party transactions in 2022
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.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, Yunnan Tourism Co.Ltd(002059) (hereinafter referred to as "the company") actively coordinates all affiliated enterprises to make overall use of funds without affecting the normal production and operation of the company in order to make overall use of funds, improve the efficiency of fund use, reduce the overall financing cost of the company and ensure the capital demand of the business operation of the holding company, The company plans to provide the following subsidiaries with financial assistance with a total amount of no more than 122 million yuan. The relevant matters are as follows:
1、 Overview of financial assistance
(I) financial aid object: Yunnan World Dinosaur Valley Tourism Co., Ltd. (hereinafter referred to as "Dinosaur Valley company")
Amount of financial assistance: no more than 100 million yuan.
Term of financial assistance: one year from the effective date of signing the agreement (the fund can be used in batches, and the use time of a single fund is from the end of the term of the agreement).
Funding method: loan method (paid in batches according to the actual business needs of Dinosaur Valley company).
The company provides financial assistance of no more than 100 million yuan to Dinosaur Valley company in the form of shareholder loan according to the shareholding ratio, and another shareholder of Dinosaur Valley company provides financial assistance of equal proportion according to the shareholding ratio.
Main purpose of fund: this fund is mainly used for business development needs of Dinosaur Valley company and supplement working capital for production and operation.
Fund use fee: the fund use fee is equal to the average financing cost of the company and is settled at the end of each quarter. The fund use fee is charged according to the actual use of funds and use time.
Agreed repayment method: all loans shall be repaid in installments and within the contract period.
The term of the financial aid limit: valid within one year from the date of approval by the general meeting of shareholders.
(II) financial assistance object: Yunnan International Travel Agency Co., Ltd. (hereinafter referred to as "Yunnan CITS") financial assistance amount: no more than 22 million yuan.
Term of financial assistance: one year from the effective date of signing the agreement (the fund can be used in batches, and the use time of a single fund is from the end of the term of the agreement).
Funding method: loan method (paid in batches according to the actual business needs of Yunnan CITS).
The company provides financial assistance of no more than 22 million yuan to Yunnan CITS in the form of shareholder loan according to the shareholding ratio, and another shareholder of Yunnan CITS provides financial assistance of equal proportion according to the shareholding ratio.
Main purpose of the Fund: the fund is mainly used to supplement the working capital for production and operation of Yunnan CITS.
Fund use fee: the fund use fee is equal to the average financing cost of the company and is settled at the end of each quarter. The fund use fee is charged according to the actual use of funds and use time.
Agreed repayment method: all loans shall be repaid in installments and within the contract period.
The term of the financial aid limit: valid within one year from the date of approval by the general meeting of shareholders.
2、 Basic information of recipients of financial assistance
(I) Yunnan World Dinosaur Valley Tourism Co., Ltd
Date of establishment: March 28, 2005
Registered capital: 11 million yuan
Registered address: Postal building, Longcheng Road, Jinshan Town, Lufeng County, Chuxiong Prefecture, Yunnan Province
Legal representative: Qu Kun
Business scope: park management; Industrial investment; Development and sales of tourist souvenirs; Operation and use of large amusement facilities; Hotel operation; China's foreign trade, material supply and marketing; Import and export of goods and technology Shenzhen Agricultural Products Group Co.Ltd(000061) , acquisition and sales of agricultural and sideline products; Film and television industry development; Enterprise management consulting; Tourism and entertainment services; Conference and exhibition services; Advertising services; Cultural and sports services; Catering and accommodation services; Daily services for residents; Sales of cultural, educational and handicraft products (excluding ivory products); Sales of food, beverage and alcohol products; Cigarette retail. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with listed companies: holding subsidiaries of the company.
Shareholders of Dinosaur Valley company: the company holds 63.25%; Yunnan OCT equity investment fund partnership (limited partnership) holds 36.75%.
Main financial status: as of December 31, 2021, the total assets were 1029850900 yuan, the total liabilities were 683695300 yuan, and the net assets were 34615600 yuan. In 2021, the operating income was 814101 million yuan, the total profit was -378587 million yuan, and the net profit was -378363 million yuan.
(II) Yunnan International Travel Agency Co., Ltd
Date of establishment: April 25, 1997
Registered capital: 2.67 million yuan
Registered address: No. 111, Dongjiao Road, Kunming, Yunnan
Legal representative: Zheng Lin
Business scope: inbound tourism business; China tourism business; Outbound tourism business; Border tourism business; Corporate image, tourism route publicity, business solicitation, arts and crafts, cultural goods, daily necessities, hardware and electricity, mineral products, photography and camera services, purchasing car, ship and plane tickets, receiving meetings, conference and exhibition services; Investment in tourism projects; Information technology consulting, acting for all kinds of advertising, exhibition services, etiquette services, public relations activity planning; Computer graphic design and production, corporate image planning; Selling and purchasing electronic products, household appliances and building materials on a commission basis; Economic information consulting services (excluding financial, futures and real estate consulting services); Develop and sell computer information systems and products, and provide relevant technical consultation and technical services; Planting, purchasing, processing, wholesale and sales of tea, coffee and nuts; Seedling cultivation and sales; Sales of tea sets, tea products, prepackaged food and bulk food, flowers, fruits and agricultural and sideline local products; Development, research and technical consultation of tea products.
Relationship with listed companies: holding subsidiaries of the company.
Shareholders of Yunnan CITS: the company holds 51%; Yunnan World Expo tourism Holding Group Co., Ltd. holds 49%. Main financial status: as of December 31, 2021, the total assets of Yunnan CITS were 357055 million yuan, the total liabilities were 562782 million yuan, and the net assets were - 205727 million yuan. In 2021, the operating income was 145.67 million yuan, the total profit was - 277426 million yuan, and the net profit was - 233736 million yuan..
3、 Risk prevention measures of this financial assistance
While providing subsidies, the company will strengthen the operation and management of subordinate enterprises, and implement effective risk control such as financial and fund management to ensure the safety of the company's funds. The risks of the above financial assistance are within the controllable range and will not have a significant impact on the daily operation of the company.
The above financial aid amount is the total amount valid within one year. The specific fund provision will be implemented after the corresponding internal approval of the company and the signing of relevant agreements according to the actual needs of subordinate enterprises.
4、 Approval procedure
On March 28, 2022, the company held the 28th meeting of the 7th board of directors to review the proposal of the company on the amount of financial assistance provided to subordinate enterprises in 2022, and considered and adopted the above proposal with 4 affirmative votes, 0 negative votes and 0 abstention (related party directors Mr. Zhang Rui, Mr. Cheng xuzhe, Mr. Li Jian, Mr. Wu Tong and Mr. you zenggan abstained from voting) (for details, please refer to cninfo.com on the same day) http://www.cn.info.com.cn. According to the announcement on the resolution of the 28th meeting of the 7th board of directors, the independent directors of the company have approved the proposal in advance and expressed independent opinions.
5、 Opinions of the board of directors
The company provides financial assistance to subordinate enterprises, which is conducive to improving the company's fund use efficiency, reducing the financial financing cost of subordinate enterprises, ensuring the capital demand of subordinate enterprises for normal production and operation, and realizing the company's overall strategic business objectives.
6、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
Without affecting the normal operation of the company, providing financial assistance to the subordinate enterprises of the company is conducive to the production and operation of the subordinate enterprises and the use efficiency of the company's funds. The financial assistance of the company complies with relevant regulations and the articles of association, and the decision-making procedure is legal and effective. The transaction is fair and reasonable and does not harm the interests of all shareholders, especially the minority shareholders. It is agreed that the company will determine the amount of financial assistance to its subordinate enterprises in 2022, and agree to submit the matter to the board of directors of the company for deliberation. When considering the proposal, the related directors shall avoid voting.
(II) opinions of independent directors
After careful review, we believe that providing financial assistance to the subordinate enterprises of the company without affecting the normal operation of the company is conducive to the production and operation of the subordinate enterprises and the use efficiency of the company's funds. The financial assistance of the company complies with relevant regulations and the articles of association, and the decision-making procedure is legal and effective. The transaction is fair and reasonable and does not harm the interests of all shareholders, especially minority shareholders. It is agreed that the company will determine the amount of financial assistance to its subordinate enterprises in 2022. When the board of directors considered this related party transaction, the related directors have avoided voting, and the voting procedures are legal and effective, in line with the provisions of relevant laws, administrative regulations, departmental rules and the articles of association. We agree to this connected transaction and submit it to the general meeting of shareholders of the company for deliberation.
7、 Purpose of financial assistance and related party transactions and its impact on Listed Companies
The company is expected to provide financial assistance to the above subsidiaries for their daily production and operation and support their business development. While providing subsidies, the company will actively track the progress of the daily production and operation and project construction of the funded objects, pay close attention to the changes in their production and operation and asset liability ratio, control capital risks and ensure the capital safety of the company and its subsidiaries. The risk of this financial assistance is within the controllable range, there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders, and will not have an adverse impact on the company's business activities. The company's subsidiaries and partners provide financial assistance with the same conditions for the joint-stock companies according to the equity ratio, which is conducive to the business development of the subordinate companies.
8、 Accumulated amount of financial assistance provided by the company and overdue situation
As of the disclosure date, the company and its holding subsidiaries have accumulated the balance of external subsidies of RMB 16518706 million, accounting for 7.91% of the company's latest audited net assets. The company does not have the situation that the amount of financial subsidies has not been recovered within the time limit.
9、 Total amount of various related party transactions with related parties from the beginning of the year to the disclosure date
From the beginning of the year to the disclosure date of this announcement, the company and its subsidiaries had no related party transactions with Yunnan OCT equity investment fund partnership (limited partnership), and the amount of related party transactions with Yunnan Expo tourism Holding Group Co., Ltd. was 1.5306 million yuan.
10、 Documents for future reference
1. Resolutions of the 28th meeting of the 7th board of directors of the company;
2. Resolutions of the 22nd Meeting of the 7th board of supervisors of the company;
3. Yunnan Tourism Co.Ltd(002059) independent directors' prior approval opinions on matters related to the 28th meeting of the 7th board of directors;
4. Independent opinions of the company's independent directors on matters related to the 28th meeting of the seventh board of directors Yunnan Tourism Co.Ltd(002059) board of directors March 30, 2022
