Securities code: Caissa Tosun Development Co.Ltd(000796) securities abbreviation: Caissa Tosun Development Co.Ltd(000796) Announcement No.: 2022029 bond Code: 112532 bond abbreviation: 17 Caesar 03
Caissa Tosun Development Co.Ltd(000796)
Announcement on the forecast of external guarantee amount in 2022
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.
Special tips:
As of April 26, 2022, the total balance of external credit guarantee and BSP business guarantee of the company and its holding subsidiaries has exceeded 100% of the latest audited net assets. Please pay full attention to the guarantee risk.
Caissa Tosun Development Co.Ltd(000796) (hereinafter referred to as “the company”) held the 42nd meeting of the ninth board of directors on April 29, 2022, deliberated and adopted the proposal on the prediction of external guarantee amount in 2022. The board of directors of the company agreed that the guarantee amount provided by the company and its subsidiaries to its subsidiaries within the scope of consolidated statements in 2022 was RMB 2.388 billion, and the relevant matters were announced as follows:
1、 Overview of expected guarantee
In order to meet the normal needs of the operation and development of the company and its holding subsidiaries, improve the timeliness of work and better provide support for the financing of the company’s business sector, it is proposed to apply for the listed company and its subsidiaries to provide a guarantee amount of RMB 2.388 billion for subsidiaries within the scope of consolidated statements in 2022 (this guarantee amount includes the extension or renewal of existing guarantees and new guarantees). The proposal has been deliberated at the 42nd meeting of the ninth board of directors, It needs to be submitted to the general meeting of shareholders for deliberation.
(I) guarantee object and guarantee amount
It is proposed to provide guarantee with a total amount of no more than 1.588 billion yuan for holding subsidiaries with asset liability ratio higher than 70%; It is proposed to provide a guarantee with a total amount of no more than 800 million yuan for holding subsidiaries with an asset liability ratio of less than 70%;
(II) guarantee types of the above guarantee: including guarantee, mortgage, pledge, lien and deposit stipulated in the guarantee law of the people’s Republic of China. The guarantee contents include comprehensive credit line, loan, letter of guarantee, acceptance bill, etc. the guarantee period and guarantee conditions are determined according to the financing needs of the guaranteed party, and the guarantee contract signed at that time shall prevail; As well as the counter guarantee provided by the subsidiary company for its normal use of the ticketing system due to business needs.
(III) the validity period of authorization of the above guarantee expected matters: from the date of deliberation and approval of this proposal at the 2021 annual general meeting to the date of convening the 2022 annual general meeting.
(IV) on the premise that the general meeting of shareholders approves the above guarantee matters, the management of the company is authorized to handle specific guarantee procedures within the mutual guarantee limit.
(V) within the scope of the above guarantee object and amount, when the guarantee actually occurs, the company will provide guarantee (including counter guarantee) for the holding subsidiary according to the shareholding ratio. In principle, other shareholders of the holding subsidiary shall provide the same guarantee or counter guarantee according to the proportion of capital contribution. The company will timely perform the obligation of information disclosure in accordance with relevant laws and regulations and relevant provisions of Shenzhen Stock Exchange.
(VI) within the scope of the total amount of guarantee authorized this time, any of the following circumstances shall also be included in the scope of this guarantee authorization:
1. The amount of single guarantee exceeds 10% of the company’s latest audited net assets;
2. Any guarantee provided by the company and its holding subsidiaries after the total amount of external guarantee exceeds 50% of the company’s latest audited net assets;
3. The guarantee provided for the guaranteed whose asset liability ratio exceeds 70%;
4. According to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeds 30% of the company’s latest audited total assets;
5. According to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, it exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan;
(VII) for the guarantee beyond the above guarantee object and limit, the company will perform the decision-making procedure separately according to relevant regulations.
2、 Basic information of the guaranteed
The holding subsidiaries included in the scope of this authorized guarantee include but are not limited to the following companies:
1. Caesar Tongsheng Travel Agency (Group) Co., Ltd
Date of establishment: December 21, 2010
Registered address: No. 32, 4th floor, commercial part, building 1, yard a 22, xidawang Road, Chaoyang District, Beijing
Legal representative: Chen Jie
Registered capital: 80 million yuan
Main business: 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 handicrafts; Conference services.
Ownership structure: the company holds 100% of its equity and is a level 1 wholly-owned subsidiary of the company.
Recent financial data (audited): as of December 31, 2021, the total assets of the guaranteed were 1996362400 yuan and the net assets were -100851500 yuan; In 2021, the operating income was RMB 353556700 and the net profit was RMB -55727272500.
The company is not a dishonest person.
2. Caesar easy Food Holdings Limited
Date of establishment: January 8, 2016
Registered address: 0703, floor 7, building 16, yard 3, freight North Road, capital airport, Shunyi District, Beijing
Legal representative: Xue Qiang
Registered capital: 120 million yuan
Main business: production (processing) and sales of Chinese and Western cakes (including flower mounted cakes), aviation food and stereotyped packaged food; The following items are limited to branches: catering services; Store and sell prepackaged food, fast food boxed meals and hot drinks (limited to coffee); Sales of Arts and crafts, fresh fruits, fresh vegetables and daily necessities; Warehousing and storage; Distribution services; Cleaning service; Washing service.
Ownership structure: the company indirectly holds 100% of its equity and is a level 1 wholly-owned subsidiary of the company.
Recent financial data (audited): as of December 31, 2021, the total assets of the guaranteed were 1185677200 yuan and the net assets were 407744900 yuan; In 2021, the operating revenue was 5576556 million yuan and the net profit was – 1463975 million yuan.
The company is not a dishonest person.
3. Beijing Xinhua airport aviation food Co., Ltd
Date of establishment: November 20, 2002
Registered address: building 20, No. 3, North freight road, capital airport, Shunyi District, Beijing
Legal representative: Xue Qiang
Registered capital: 120 million yuan
Main business: production (processing) and sales of Chinese and Western cakes (including flower mounted cakes), aviation food and stereotyped packaged food; The following items are limited to branches: catering services; Store and sell prepackaged food, fast food boxed meals and hot drinks (limited to coffee); Sales of Arts and crafts, fresh fruits, fresh vegetables and daily necessities; Warehousing and storage; Distribution services; Cleaning service; Washing service.
Ownership structure: the company indirectly holds 100% of its equity, which is a level 2 wholly-owned subsidiary of the company.
Recent financial data (audited): as of December 31, 2021, the total assets of the guaranteed were 1128749100 yuan and the net assets were 458514800 yuan; In 2021, the operating revenue was 399.94 million yuan and the net profit was -1068554 million yuan.
The company is not a dishonest person.
4. Yishi Zongheng Co., Ltd
Date of establishment: July 20, 2011
Registered address: Room 608, floor 1-6, office building 1, metallurgical Avenue (China first metallurgical high tech Industrial Park), Qingshan District, Wuhan
Legal representative: Yang Jun
Registered capital: 110 million yuan
Main business: Passenger dining car (fast food box lunch, hot coffee) (excluding cold dishes); Pre packaging and bulk food sales (including network operation) and warehousing (the operation period of the above items is consistent with the period approved by the license); Railway catering (also engaged in: retail of prepackaged food) (excluding cold dishes, flower mounted cakes and raw seafood) (only operated by licensed branches); Cleaning services; Primary Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale and retail business; Enterprise management consulting services; Business consultation; Conference and exhibition services; Catering Management (excluding catering); Hotel Management (excluding catering and accommodation); Technical research and development of product packaging; Tourism information consultation; Wholesale and retail of fruits, lighting equipment, household appliances, digital products, sporting goods and hotel supplies; Department store retail; Arts and crafts (excluding ivory and products), collectibles, recharge cards and IC card retail; Advertising design and production; Digital content services; Logistics agency services; Supply chain management services (excluding restricted and licensed items); Information technology consulting services; Software development; Tobacco retail; Telecommunications business (involving licensed business projects, it can be operated only after obtaining the permission of relevant departments).
Equity structure: the company indirectly holds 100% of its equity, of which the subsidiary Caesar Yishi Holding Co., Ltd. holds 5% of its equity, and the wholly-owned grandson Beijing Xinhua airport aviation food Co., Ltd. holds 95% of its equity. Recent financial data (audited): as of December 31, 2021, the total assets of the guaranteed were 147238100 yuan and the net assets were 588899 million yuan; In 2021, the operating revenue was 851198 million yuan and the net profit was -9.7796 million yuan.
The company is not a dishonest person.
5. Caesar sports international tourism service Holding Co., Ltd
Date of establishment: April 28, 2015
Registered address: No. 05, 4th floor, commercial part, building 1, yard a 22, xidawang Road, Chaoyang District, Beijing
Legal representative: Zhang Rui
Registered capital: 54 million yuan
Main business: China tourism business; Inbound tourism business; Operating outbound tourism business; Sports operation (excluding high-risk sports); Ticket agent; Sales of sporting goods and equipment, clothing, knitwear and textiles, handicrafts, daily necessities, shoes and hats, stationery, household appliances, electronic products, hardware and electrical appliances, furniture and building materials; Investment management; Investment consulting; Designing, producing, acting and publishing advertisements; Undertake exhibition activities; Organize cultural and artistic exchange activities (excluding performances); Conference and exhibition services; Economic and trade consultation; Family services; Cleaning service (excluding tableware disinfection); Film and Television planning; Enterprise planning; Public relations services; Photographic expansion service; hotel management. (market entities shall independently choose business items and carry out business activities according to law; operate outbound tourism business and Chinese tourism business; carry out business activities according to the approved contents after the approval of relevant departments for inbound tourism business and projects subject to approval according to law; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Ownership structure: the company indirectly holds 100% of its equity and is a wholly-owned grandson of the company.
Recent financial data (audited): as of December 31, 2021, the total assets of the guaranteed were 570399 million yuan and the net assets were 4.3321 million yuan; In 2021, the operating revenue was 302202 million yuan and the net profit was 145200 yuan.
The company is not a dishonest person.
6. Hainan Tongsheng Sega duty free Group Co., Ltd
Date of establishment: November 28, 2019
Registration place: Section C-3, Keji Avenue, Xiuying District, Haikou City, Hainan Province
Legal representative: Liu Jiangtao
Registered capital: 500 million yuan
Main business: project investment, enterprise management consulting, business information consulting, food sales, wholesale and sales of stationery, sporting goods, daily necessities, arts and crafts, toys, gold and silver jewelry, electronic products, communication equipment, household appliances, photographic equipment, audio equipment, computers, software and auxiliary equipment, knitwear and textiles, leather products, clothing, shoes and hats, Self support and agency of import and export business of various commodities and technologies (except for commodities and technologies restricted or prohibited by the state), trade consulting, supply chain management, tourism information consulting, planning and organizing cultural and art exchange activities (excluding performances), enterprise marketing planning and undertaking exhibition activities. (general business items shall be operated independently, and licensed business items shall be operated with relevant licenses or approval documents) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments.)
Ownership structure: holding subsidiary of the company
Recent financial data (audited): as of December 31, 2021, the total assets of the guaranteed were 5481295 million yuan and the net assets were 4905377 million yuan; In 2021, the operating income was 0 million yuan and the net profit was -9.4832 million yuan.
The company is not a dishonest person.
7. Hainan Hanglv Beverage Co., Ltd
Date of establishment: July 4, 2003
Place of registration: Meilan Airport, Haikou
Legal representative: Zhang Rui
Registered capital: 80 million yuan
Main business: beverage production; Food production; Food sales; Food Internet sales; Food sales (only pre packaged food); Internet sales of food (only pre packaged food); Sale of unprocessed nuts and dried fruits; Sales of agricultural and sideline products; Procurement agency services; Sales agent; Approval of warehousing services for ordinary goods (excluding hazardous chemicals); Low temperature storage (excluding hazardous chemicals and other items requiring approval); Import and export agency; Import and export of goods; Advertising production; Advertising design and agency Shenzhen Agricultural Products Group Co.Ltd(000061) ‘s production, sales, processing, transportation, storage and other related services; Catering services (general business items are operated independently, and licensed business items are operated with relevant licenses or approval documents) (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments.)
Equity structure: Hainan Caesar Sega Beverage Co., Ltd., a wholly-owned grandson of the company, holds 90% of its equity. Recent financial data (audited): as of December 31, 2021, the total assets of the guaranteed were 1247408 million yuan and the net assets were 50.202 million yuan; In 2021, the operating revenue was 748933 million yuan and the net profit was-
