Securities code: Western Regions Tourism Development Co.Ltd(300859) securities abbreviation: ST Xiyu Announcement No.: 2022021
Western Regions Tourism Development Co.Ltd(300859)
Announcement on absorption and merger of wholly owned subsidiaries
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 absorption and consolidation
1. In order to further optimize the management structure of the company, reduce the equity level and improve the operation and management efficiency, Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as "the company") plans to absorb and merge the wholly-owned subsidiary Xinjiang yaochi Tourism Transportation Co., Ltd. (hereinafter referred to as "yaochi transportation"). After the merger is completed, yaochi transportation's independent legal personality will be cancelled, and all assets, creditor's rights, interests, responsibilities and debts it owns or enjoys will be transferred to the company. The company will manage the absorbed assets and business as the operating entity.
2. The above merger and absorption matters have been deliberated and adopted at the 9th meeting of the 6th board of directors and the 8th meeting of the 6th board of supervisors. The independent directors of the company expressed independent opinions on the merger. In accordance with the relevant laws and regulations and the relevant provisions of the articles of association, this merger and acquisition still needs to be submitted to the general meeting of shareholders for deliberation.
3. According to the Shenzhen Stock Exchange GEM Listing Rules, this merger does not constitute a related party transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
4. After the merger is completed, it is necessary to register with the local administration of industry and commerce. 2、 Basic information of the merging parties
(I) basic information of the merging party
1. Name: Western Regions Tourism Development Co.Ltd(300859)
2. Unified social credit Code: 91650 Hunan Development Group Co.Ltd(000722) 367867j
3. Date of establishment: January 18, 2001
4. Address: No. 229, Junggar Road, Fukang City, Changji Prefecture, Xinjiang
5. Type: other joint stock limited companies (listed)
6. Legal representative: Zhu Shengchun
7. Registered capital: 155 million yuan
8. Business scope: Catering and shuttle bus passenger transport (only for branches); Tourism services; Tourism resources development; Sales of Tourism Arts and crafts; Battery car operation; Tour Guide Service; Passenger ropeway operation; Sightseeing bus operation; Advertising business operation, bus passenger transport service; House leasing; Convenience store retail; Wholesale and retail of food, agricultural and sideline products, textiles and daily necessities; Repair and maintenance of motor vehicles (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Whether it is a dishonest executee: as of the disclosure date of this announcement, the company is not a dishonest executee. 10. Financial data of the latest year: as of December 31, 2021, the total assets of the company were 73390016625 yuan and the net assets were 63640647679 yuan. In 2021, the company's operating revenue was 14944802300 yuan and its net profit was 2695058035 yuan (the above data have been audited).
(II) basic information of the merged party
1. Name: Xinjiang yaochi Tourism Transportation Co., Ltd
2. Unified social credit Code: 91652302097020007q
3. Date of establishment: April 10, 2014
4. Address: No. 221, Junggar Road, Fukang City, Changji Prefecture, Xinjiang
5. Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
6. Legal representative: Qi Rubin
7. Registered capital: 5 million yuan
8. Business scope: passenger bus station; Inter County charter passenger transport; Intercity charter passenger transport; Intercountry bus passenger transport; Intercity bus passenger transport; Inter County fixed route tourism; Inter city fixed route tourism; Inter County non fixed line tourism; Inter city non fixed route tourism; Car Rental; Tourism advertising culture; Investment in R & D of tourism commodities; Scenic spot management services; Planning, construction and planning of tourism and cultural projects (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
9. Whether it is a dishonest executee: as of the disclosure date of this announcement, yaochi transportation is not a dishonest executee.
10. Financial data of the latest year: as of December 31, 2021, the total assets of yaochi transportation were 211753096 yuan and the net assets were -37338571 yuan. In 2021, the operating income of yaochi transportation was 131276129 yuan and the net profit was -144078231 yuan (the above data have been audited).
3、 Mode, scope and relevant arrangements of absorption and merger
1. Absorption and consolidation: the company consolidates all assets, liabilities and equity of yaochi transportation through overall absorption and consolidation. After the merger, the company will continue to operate, and yaochi transportation, as the merged party, will apply to the relevant competent authorities for cancellation of the independent legal personality. This absorption and merger does not involve the change of the company's registered capital and legal representative. This merger does not affect the substantive business activities of the company's main business and does not involve share based payment.
2. Scope of Merger: all assets, liabilities and interests of yaochi transportation will be enjoyed or borne by the company. After the merger, the business scope and registered capital of the company will remain unchanged. The company name, ownership structure, board of directors, board of supervisors and senior managers will not be changed due to the merger. The employees of the original yaochi transportation company will be resettled within the company.
3. Other relevant arrangements: after being deliberated and approved by the general meeting of shareholders, the management of the company is authorized to determine the merger base date according to relevant regulations, and the profits and losses generated from the merger base date to the completion date of the merger shall be borne by the company. The merging parties will sign the merger agreement according to the requirements of laws and regulations, and jointly complete the relevant procedures and procedures such as asset transfer, ownership change, industrial and commercial registration, etc.
4、 Purpose of this merger and its impact on the company
1. This absorption and merger is conducive to optimizing the management structure of the company, improving operation efficiency and reducing management costs, which is in line with the company's long-term development strategy. This absorption and merger will not have a significant impact on the normal operation, financial status and profitability of the company.
2. As a wholly-owned subsidiary of the company, yaochi transportation's financial statements have been included in the scope of the company's consolidated statements. This absorption and merger is an internal equity integration matter, which will not have a material impact on the normal operation, future financial status and operating results of the company, nor damage the interests of shareholders, especially minority shareholders. This merger does not involve changes in the company's total share capital and registered capital.
5、 Opinions of independent directors
The company's absorption and merger of wholly-owned subsidiaries this time is conducive to improving the operation efficiency and reducing the management cost of the company, which is in line with the actual development needs of the company. The financial statements of the wholly-owned subsidiaries absorbed and merged this time have been included in the scope of the company's consolidated statements, which will not have a significant impact on the production, operation and financial status of the company and will not damage the interests of the company and shareholders. We agree to the proposal on absorbing and merging wholly-owned subsidiaries and agree to submit the proposal to the general meeting of shareholders for deliberation after being deliberated by the board of directors.
6、 Opinions of the board of supervisors
In order to optimize the company's equity structure and further improve the relevant management procedures of the company, the board of supervisors believes that the merger is not in line with the provisions of the company's articles of association and the management procedures of the company.
7、 Documents for future reference
1. Western Regions Tourism Development Co.Ltd(300859) the resolution of the 9th meeting of the 6th board of directors;
2. Western Regions Tourism Development Co.Ltd(300859) independent directors' independent opinions on matters related to the ninth meeting of the sixth board of directors;
3. Western Regions Tourism Development Co.Ltd(300859) the resolution of the 8th meeting of the 6th board of supervisors.
It is hereby announced.
Western Regions Tourism Development Co.Ltd(300859) board of directors April 27, 2022
