Stock Code: 002433 stock abbreviation: Guangdong Taiantang Pharmaceutical Co.Ltd(002433) Announcement No.: 2022-017 Guangdong Taiantang Pharmaceutical Co.Ltd(002433)
Announcement on providing guarantee amount for 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 guarantee
On February 18, 2022, the 33rd 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 amount for wholly-owned subsidiaries. According to the actual situation of the company, the relevant information about the expected guarantee amount provided by subsidiaries is as follows:
It is agreed that the company will apply to financial institutions for a comprehensive credit line for its wholly-owned subsidiary Shanghai Guangdong Taiantang Pharmaceutical Co.Ltd(002433) medicinal materials Co., Ltd. (hereinafter referred to as “Tai’an medicinal materials”) and provide a guarantee line with a total amount of no more than RMB 10 million. When the use line of Tai’an medicinal materials is used, the company will provide joint and several guarantee, and the company will bear joint and several guarantee liabilities within the above line, Taian medicinal materials can be recycled and used within the authorized amount, and the amount and period of each guarantee shall be agreed in the specific contract. The validity period of the above proposed insurance amount is 18 months from the date of approval of the resolution of the board of directors.
According to relevant laws and regulations and the relevant provisions of the articles of association, the guarantee amount provided this time shall be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
Company name: Shanghai Guangdong Taiantang Pharmaceutical Co.Ltd(002433) medicinal materials Co., Ltd
Date of establishment: December 20, 2001
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Unified social credit Code: 91310109734545114l
Registered address: 2505, 2506, 2507, 2508, No. 888, North Sichuan Road, Shanghai
Legal representative: Chen Gongmin
Registered capital: 20 million yuan
Business scope: Wholesale Chinese patent medicine, chemical pharmaceutical preparations, chemical raw materials, antibiotics, biochemical drugs, biological products, protein assimilation preparations, peptide hormones, prepackaged food (including cooked food, stewed flavor, freezing and refrigeration), dairy products (including infant formula milk powder); Sales of cosmetics, disinfectants, class I and class II medical devices,
Class III medical devices (see the license for specific items), daily necessities, edible Shenzhen Agricultural Products Group Co.Ltd(000061) (excluding pig products). Technology development, technology transfer, technical consultation, technical services and investment consultation in the professional field of biological and pharmaceutical technology, and engaged in the import and export business of goods and technology. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Shareholders and shareholding ratio: the company holds 100% equity of Tai’an medicine
Main financial data of Tai’an medicinal materials:
Unit: 10000 yuan
December 31, 2020 December 31, 2021
Total assets 14049.15 14024.87
Total liabilities 14844.77 15133.15
Net assets -795.62 -1108.29
Project 2020 January December 2021
Operating income 9537.35 12737.41
Net profit -626.41 -312.67
The above financial data for 2021 are unaudited.
After inquiry, Tai’an medicine is not the person who has broken his promise.
3、 Main contents of the guarantee agreement
Tai’an medicine will sign credit contracts and other relevant contracts with financial institutions according to the actual business needs. The final actual total guarantee amount will not exceed the guarantee limit granted this time. The specific guarantee matters shall be subject to the guarantee agreement signed with relevant financial institutions.
4、 Opinions of the board of directors and independent directors
1. 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 Tai’an medicinal materials is to ensure the funds required for its production and operation and meet its sustainable development. The board of Directors believes that the guarantee risk undertaken within the limit is controllable, will not affect 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.
2. Opinions of independent directors
The company provides guarantee for the wholly-owned subsidiary Tai’an medicinal materials, which is conducive to the operation and development of Tai’an medicinal materials. When the board of directors of the company considered the above guarantee matters, the decision-making procedures were in line with the provisions of relevant laws and regulations and the articles of association, and there was no behavior damaging the interests of the company, especially the minority shareholders. We agree that the company will provide a guarantee amount of no more than RMB 10 million for Tai’an medicinal materials.
5、 Accumulated external guarantees and overdue guarantees
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 was 810 million yuan, accounting for 15.46% 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 780 million yuan, accounting for 14.89% 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.
6、 Documents for future reference
1. Resolutions of the 33rd meeting of the 5th board of directors of the company;
2. Independent opinions of independent directors on matters related to the 33rd meeting of the Fifth Board of directors.
It is hereby announced.
Guangdong Taiantang Pharmaceutical Co.Ltd(002433) board of directors
February 19, 2002
