Stock Code: 002433 stock abbreviation: Guangdong Taiantang Pharmaceutical Co.Ltd(002433) Announcement No.: 2022-013 Guangdong Taiantang Pharmaceutical Co.Ltd(002433)
Announcement on providing guarantee for kangaido
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、 Guarantee overview
On February 15, 2022, the 32nd meeting of the 5th board of directors of Guangdong Taiantang Pharmaceutical Co.Ltd(002433) (hereinafter referred to as “the company”) deliberated and adopted the proposal on providing guarantee for kangaido. Now the relevant information of the above guarantee is explained as follows:
After the termination of the sale of major assets of the company, Guangdong kangaido Digital Health Technology Co., Ltd. (hereinafter referred to as “kangaido”) will become the holding subsidiary of the company and agree that the company will provide guarantee for the liabilities of kangaido to Chengdu Yiyun Technology Co., Ltd. and its related parties of 217690800 yuan. In addition, it is agreed that the company will provide a guarantee with a total amount of no more than 500 million yuan for kangaido’s application for a comprehensive credit line from a financial institution. The company shall bear joint and several guarantee liabilities within the above line, and kangaido can be recycled and used within the authorized line. The amount and period of each guarantee shall be agreed in the specific contract; Since Mr. Ke Shuquan, the actual controller of the company, holds 5% equity of kangaido and Mr. Ke Shaobin, the chairman of the company, holds 4.09% equity of kangaido, when the listed company provides guarantee for kangaido, Mr. Ke Shuquan and Mr. Ke Shaobin shall provide guarantee in the same proportion according to their shareholding; The validity period of the above proposed insurance amount is 18 months from the date of approval of the latest extraordinary general meeting of shareholders.
Mr. Ke Shuquan, the actual controller of the company, and Mr. Ke Shaobin, the chairman of the company, hold 5.00% and 4.09% of the equity of kangaido respectively. When considering the proposal, the related directors have avoided voting, and the independent directors have approved in advance and expressed their agreed independent opinions. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation and approval, and the related shareholders will avoid voting on the proposal. At the same time, the board of directors of the company requested the general meeting of shareholders to authorize the company and relevant management to implement and sign relevant documents within the scope and period of the above guarantee limit. 2、 Basic information of the guaranteed
Company name: Guangdong kangaido Digital Health Technology Co., Ltd
Unified social credit Code: 91440101558397633m
Address: 8th floor, No. 24, Qilin middle street, shatai Road, Baiyun District, Guangzhou
Legal representative: He Xia
Enterprise type: other limited liability companies
Registered capital: 121 million yuan (RMB)
Date of establishment: July 30, 2010
Business scope: wholesale of grain by-products; Retail of baby products; Retail of wooden, plastic and leather daily necessities; Retail of trinkets and gifts; Toy retail; Software services; Logistics agency services; Warehousing agency services; Technology import and export; Retail of switches, sockets, terminal blocks, wires and cables and insulating materials; Department store retail (excluding food retail); Comprehensive retail of daily necessities; Retail of cosmetics and sanitary products; Retail of medical supplies and equipment (excluding drugs and medical devices); Retail of household audio-visual equipment; Retail of household appliances and equipment; Retail of sporting goods and equipment; Enterprise management consulting services; Conference and exhibition services; Market research services; Nutrition and health advisory services; Commodity information consulting services; Other storage industries (excluding crude oil, refined oil storage, gas storage and dangerous goods storage); Software development; Information technology consulting services; Data processing and storage services; advertising; Marketing planning services; Warehousing consulting services; Drug research and development; Retail of electronic components; Import and export of goods (except for goods exclusively controlled by franchises); Sanitary ware retail; Information system integration service; Purchase of agricultural and sideline products; Software retail; Retail of electronic products; Software testing services; Sales of disinfection supplies (except for items involving licensed operation); Operation of non licensed medical devices; Network information technology promotion services; Software technology promotion services; Wholesale of dairy products; Wholesale of Western medicine; Internet drug trading services; Drug retail; Retail of medical diagnosis, monitoring and treatment equipment; Retail of prepackaged food; Wholesale of prepackaged food; Wholesale of Chinese patent medicine and Chinese herbal pieces; Retail of dairy products; Retail of Chinese herbal pieces; Value added telecommunications services (the business type shall be subject to the contents specified in the value added telecommunications business operation license); Operation of licensed medical devices; Wholesale of health food (the specific business items shall be subject to the food business license); Retail of health food (the specific business items shall be subject to the food business license); Radio and television program production (the specific business scope shall be subject to the radio and television program production and operation license).
Equity structure: after the termination of the sale of major assets of the company, the company will hold 77.36% equity of kangaido. Mr. Ke Shuquan, the actual controller of the company, and Mr. Ke Shaobin, the chairman of the company, hold 5.00% and 4.09% equity of kangaido respectively, and other shareholders hold 13.55% equity of kangaido in total. Main financial data of kangaido:
Unit: Yuan
December 31, 2021 December 31, 2020
Total assets 767276338.15 1198712677.56
Total liabilities 626867641.29 926429809.63
Total owner’s equity 140408696.86 2722867.93
January December 2021 2020
Operating income 1425049716.12 2809536886.94
Net profit -131874171.07 31573053.00
(the data of kangaido in 2021 is Unaudited) III. main contents of guarantee
The company provided guarantee for the liabilities of kangaido to Chengdu Yiyun Technology Co., Ltd. and its related parties of 217690800 yuan. In addition, the company provides a guarantee with a total amount of no more than 500 million yuan for kangaido’s application for comprehensive credit line from financial institutions. The above is the credit line that kangaido plans to apply to financial institutions. Kangaido will sign credit contracts and other relevant contracts with financial institutions according to the actual business needs, and the total amount of actual guarantee of listed companies for kangaido will not exceed the guarantee line granted this time, The specific guarantee matters shall be subject to the guarantee agreement signed by kangaido and relevant financial institutions.
4、 Opinions of the board of directors
The board of directors of the company believes that the joint and several liability guarantee provided by the company for kangaido is to properly solve the liabilities of kangaido to Chengdu Yiyun Technology Co., Ltd. and its related parties, ensure the funds required for its production and operation, and meet its sustainable and steady development. The board of Directors believes that the guarantee risk is controllable, will not have a significant adverse impact on the normal production and operation of the company, and will not damage the interests of the company and its shareholders, especially the minority shareholders. Therefore, we agree to the guarantee. 5、 Opinions of the board of supervisors
After review, the board of supervisors believes that after the termination of the sale of major assets of the company, kangaido will become the holding subsidiary of the company. This guarantee is mainly to properly solve the liabilities of kangaido to Chengdu Yiyun Technology Co., Ltd. and its related parties and meet the capital needs of its business development. The board of supervisors believes that the risk of providing guarantee for kangaido is controllable, There is no situation that damages the interests of the company and shareholders, especially minority shareholders. Therefore, we agree to this guarantee and submit it to the general meeting of shareholders of the company for deliberation. 6、 Prior approval opinions and independent opinions of independent directors
1. Prior approval opinion
This guarantee of the company is to properly solve the liabilities of kangaido to Chengdu Yiyun Technology Co., Ltd. and its related parties and meet the capital needs of kangaido’s business development. When the company provides guarantee for kangaido, Mr. Ke Shuquan and Mr. Ke Shaobin provide guarantee in the same proportion according to their shareholding. This guarantee is in line with the company’s development plan and the overall interests of the company, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
In conclusion, we agree to submit this guarantee to the 32nd meeting of the 5th board of directors for deliberation.
2. Independent opinion
The company provides guarantee for kangaido, which is conducive to the operation and development of kangaido. When the above guarantee matters are considered at the meeting of the board of directors of the company, the related directors have avoided voting according to law, the decision-making procedures comply with the provisions of relevant laws and regulations and the articles of Association, and there is no behavior damaging the interests of the company, especially the minority shareholders. We agree that the company provides the above guarantee for kangaido and agree to submit the guarantee to the general meeting of shareholders of the company for deliberation. 7、 The company’s accumulated external guarantee quantity and overdue guarantee quantity
As of the announcement date, the total amount of guarantee of the company and its holding subsidiaries was 50 million yuan. After this guarantee, the total guarantee amount of the company and its holding subsidiaries is 550 million yuan, accounting for 10.50% of the company’s latest audited net assets. After the guarantee was provided, the total balance of external guarantees of the company and its holding subsidiaries was 520 million yuan, accounting for 9.93% of the company’s latest audited net assets. At present, the company has no overdue guarantee, no guarantee involving litigation, and no amount of loss due to the judgment of losing the guarantee. 8、 Documents for future reference
1. Resolutions of the 32nd meeting of the 5th board of directors of the company;
2. Resolutions of the 20th meeting of the 5th board of supervisors of the company;
3. Independent directors’ prior approval opinions and independent opinions.
It is hereby announced.
Guangdong Taiantang Pharmaceutical Co.Ltd(002433) board of directors February 16, 2002
