Securities code: 002019 securities abbreviation: Yifan Pharmaceutical Co.Ltd(002019) Announcement No.: 2022-014 Yifan Pharmaceutical Co.Ltd(002019)
Announcement on the progress of providing guarantee 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
(I) basic information of this guarantee
Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as “the company”) signed the maximum guarantee contract with Industrial And Commercial Bank Of China Limited(601398) Hangzhou Lin’an sub branch (hereinafter referred to as ” Industrial And Commercial Bank Of China Limited(601398) Lin’an sub branch”) on February 18, 2022 due to the business development needs of the wholly-owned subsidiary Hangzhou Xinfu Technology Co., Ltd. (hereinafter referred to as “Hangzhou Xinfu”), Agree to provide joint and several liability guarantee for the debt formed by Hangzhou Xinfu and Industrial And Commercial Bank Of China Limited(601398) Lin’an sub branch, with a maximum guarantee amount of RMB 150 million; Signed the non committed short-term revolving financing agreement (Amendment Agreement) with Citibank (China) Co., Ltd. Shanghai Branch (hereinafter referred to as “Citibank Shanghai Branch”) and agreed to provide joint and several liability guarantee for the debt formed by Hangzhou Xinfu and Citibank Shanghai Branch, with a maximum guarantee amount of USD 13 million, The maximum guarantee amount is 82.3459 million yuan based on the central parity rate of 6.3343 US dollar to RMB issued by the State Administration of foreign exchange on February 18, 2022.
According to the follow-up work arrangement, Hangzhou Xinfu will sign specific relevant business contracts with Industrial And Commercial Bank Of China Limited(601398) Lin’an sub branch and Citibank Shanghai branch within the above maximum guarantee limit.
(II) consideration of this guarantee
The 16th meeting of the seventh board of directors held on March 29, 2021 and the 2020 annual general meeting of shareholders held on April 27, 2021 considered and adopted the proposal on the application of the company and its holding company for credit line to financial institutions and guarantee line within the scope of the company’s consolidated statements, It is agreed that the company and the holding company apply to financial institutions for comprehensive credit financing with a total amount of no more than RMB 4 billion (or equivalent foreign currency), and apply for mutual guarantee between companies (including newly established or included subsidiaries within the credit period) included in the company’s consolidated statements, with a total guarantee amount of no more than RMB 3.5 billion (or equivalent foreign currency), For details, see the announcement on the resolution of the 16th meeting of the seventh board of directors (Announcement No.: 2021-023) disclosed by the company in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on March 31, 2021 and April 28, 2021 According to the announcement on the application of the company and its holding company for credit line from financial institutions and the guarantee line within the scope of the company’s consolidated statements (Announcement No.: 2021-027) and the announcement on the resolution of the 2020 annual general meeting of shareholders (Announcement No.: 2021-041), this guarantee is within the guarantee period and guarantee line approved by the above board of directors and general meeting of shareholders.
2、 Basic information of the guaranteed
Company name: Hangzhou Xinfu Technology Co., Ltd
Registration time: January 4, 2011
Registered address: No. 9, shangguafan, Jinnan street, Lin’an District, Hangzhou, Zhejiang
Legal representative: Lin Xing
Registered capital: ninety five million yuan only
Business scope: development, production and sales of food additives and feed additives; Processing and sales of fine chemical products and calcium pantothenate; Recovery: methanol, ethyl acetate and tetrahydrofuran; Production: nitrogen (compressed, self use); Research and development, technology development and transfer, technical consultation and services of biotechnology and drugs; Development, production and sales of polymer materials and products; Operate import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Affiliated relationship between the guaranteed and the company: a wholly-owned subsidiary of the company
The main financial indicators of the guarantor in the latest year:
Unit: 10000 yuan
December 31, 2020 September 30, 2021
subject
(audited) (Unaudited)
Total assets 169492.17 198036.06
Total liabilities 47718.21 68746.95
Net assets 121773.96 129289.11
Subject year 2020 (audited) January September 2021 (Unaudited)
Operating income 131962.07 43428.94
Total profit 63215.93 7156.34
Net profit 54587.12 6884.90
Hangzhou Xinfu is not a dishonest person.
3、 Main contents of guarantee agreement
1. Industrial And Commercial Bank Of China Limited(601398) Lin’an sub branch
Contract Name: maximum guarantee contract
Guarantor: Yifan Pharmaceutical Co.Ltd(002019)
Debtor: Hangzhou Xinfu Technology Co., Ltd
Creditor: Industrial And Commercial Bank Of China Limited(601398) Hangzhou Lin’an sub branch
Maximum guarantee amount: 150 million yuan only
Guarantee method: joint and several liability guarantee
Guarantee period: February 18, 2022 to February 17, 2027
2. Citibank Shanghai Branch
Contract Name: uncommitted short-term revolving financing agreement (Amendment Agreement)
Guarantor: Yifan Pharmaceutical Co.Ltd(002019)
Debtor: Hangzhou Xinfu Technology Co., Ltd
Creditor: Citibank (China) Co., Ltd. Shanghai Branch
Maximum guarantee amount: USD thirteen million only
Guarantee method: joint and several guarantee liability
Guarantee period: the maximum period of various financing methods is 12 months
4、 Opinions of the board of directors
The above matters have been deliberated and approved at the 16th meeting of the 7th board of directors held on March 29, 2021 and the 2020 annual general meeting of shareholders held on April 27, 2021.
This guarantee is within the scope of the guarantee amount approved by the board of directors and the general meeting of shareholders.
Hangzhou Xinfu is a wholly-owned subsidiary of the company. The company provides joint and several liability guarantee for its financing, which is necessary for its normal business activities. Its operation is stable and has good solvency. The financial risk guaranteed is within the controllable range of the company, and the subject qualification of the guaranteed object The examination and approval procedures of credit status and external guarantee comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board, which will not have an adverse impact on the development of the company, and there is no violation of the relevant provisions of the CSRC and the articles of association.
Hangzhou Xinfu did not provide counter guarantee for the above guarantee.
5、 Accumulated external guarantee quantity and expected external guarantee
As of the disclosure date of this report, after deducting the guarantees that have been fulfilled and expired, the cumulative external guarantee balance of the company and its holding subsidiaries after this new guarantee is RMB 2.831 billion (including this one), accounting for 33.54% of the company’s audited net assets in 2020, which are mutual guarantees between the company and its wholly-owned subsidiaries or wholly-owned subsidiaries. The company and its holding subsidiaries did not provide guarantees for units outside the scope of the consolidated statements, nor did they have the accumulated amount of overdue guarantees, the amount of guarantees involved in litigation and the amount of losses that should be borne due to the judgment of losing the guarantee.
It is hereby announced.
Yifan Pharmaceutical Co.Ltd(002019) board of directors February 22, 2022
