Securities code: 600812 stock abbreviation: North China Pharmaceutical Company.Ltd(600812) No.: pro 2022-006 North China Pharmaceutical Company.Ltd(600812)
Announcement on providing guarantee for holding subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of the guaranteed: North China Pharmaceutical Company.Ltd(600812) Hebei Huamin Pharmaceutical Co., Ltd. (hereinafter referred to as “Huamin company”). The amount of this guarantee and the balance of the guarantee actually provided for it: the amount of this guarantee for Huamin company is 50 million yuan. As of the disclosure date of this announcement, the guarantee balance actually provided by the company for Huamin company is RMB 770 million (including this time).
Whether there is counter guarantee in this guarantee: no
Cumulative overdue amount of external guarantee: the company guarantees RMB 90 million for Shijiazhuang Coking Group Co., Ltd., and the loan has been overdue as of the announcement date.
1、 Overview of guarantee
North China Pharmaceutical Company.Ltd(600812) (hereinafter referred to as “the company”) signed the guarantee contract with Bank Of Communications Co.Ltd(601328) Hebei Branch (hereinafter referred to as ” Bank Of Communications Co.Ltd(601328) Hebei Branch”) on February 23, 2022 to provide joint and several liability guarantee for the loan business carried out by the company’s holding subsidiary Huamin company (the company’s shareholding ratio is 64.1414%) in the bank, with a guarantee amount of 50 million yuan.
The company held the 13th meeting of the 10th board of directors on April 27, 2021 and June 16, 2021 respectively, and the 2020 annual general meeting of shareholders deliberated and approved the proposal on corporate guarantee, agreeing that the company plans to provide no more than 3303 million yuan of guarantee to subsidiaries and external companies, including no more than 900 million yuan of guarantee for Huamin company. For details, please refer to Shanghai Securities News, China Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN.) published by the company on April 29, 2021 and June 17, 2021 respectively Temporary announcement of.
This guarantee is within the total amount expected to be considered at the 2020 annual general meeting of shareholders of the company and within the guarantee amount provided to Huamin company. It does not need to be submitted to the board of directors and the general meeting of shareholders for consideration again.
2、 Basic information of the guaranteed
Company name: North China Pharmaceutical Company.Ltd(600812) Hebei Huamin Pharmaceutical Co., Ltd
Registered address: No. 98, Hainan Road, Shijiazhuang Economic and Technological Development Zone
Legal representative: Zhang Min
Registered capital: RMB 1450139000
Enterprise type: limited liability company
Business scope: production of powder injections (cephalosporins), tablets (including cephalosporins), granules (cephalosporins), hard capsules (including cephalosporins), sterile APIs, APIs and semi synthetic antibiotic intermediates (except those prohibited by the state or subject to approval); Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval); Biotechnology product R & D and technical consulting services; Pharmaceutical technology consulting services; Enterprise consulting services; Registration and agency business of drugs; Scenic spot management services; Information technology services; House leasing services; Maintenance, installation and sales service of electrical instruments; Manufacturing, maintenance, installation and sales services of pharmaceutical equipment; Production and sales of candy products and pharmaceutical intermediates (except for dangerous chemicals and precursor drugs of class I drugs, and items prohibited and restricted by the state); Sales of chemical products (except dangerous chemicals and precursor drugs of class I drugs, items prohibited and restricted by the state), packaging materials, food additives, feed additives, natural extracts, pharmaceutical accessories, prepackaged food and health food; Waste gas treatment; Sewage treatment; Operation management and maintenance of sludge disposal facilities; Environmental protection technology consultation, technology transfer and technical services (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments).
Relationship with the company: the company holds 64.1414% equity of Huamin company.
Financial status of the latest year and period:
Financial index (10000 yuan) December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 279182.23 278038.42
Total liabilities 139589.90 142926.72
Including 52000.00 and 70000.00 bank loans
Including total current liabilities 139549.90 142886.72
Net assets 139592.33 135111.70
Financial index (10000 yuan) 2020 January September 2021
(audited) (Unaudited)
Operating income 140528.46 75704.77
Net profit 259.98 -4480.62
3、 Main contents of guarantee agreement
The main contents of the guarantee agreement for providing guarantee to Huamin company are as follows:
1. Guarantee amount: 50 million yuan
2. Guarantee mode: joint and several liability guarantee
3. Guarantee scope: principal and interest, compound interest, default interest, liquidated damages, damages and expenses for realizing creditor’s rights under all main contracts.
4. Guarantee period: from the date of expiration of the performance period of the debt (or the date of advance payment by the creditor) to three years after the expiration of the performance period of the final due main debt under all the main contracts (or the date of advance payment by the creditor).
4、 Opinions of the board of directors
This guarantee has been deliberated and approved by the 13th meeting of the 10th board of directors and the 2020 annual general meeting of shareholders of the company, and the independent directors of the company have issued independent opinions with explicit consent. For details, see the company’s publication in Shanghai Securities News, China Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN.) on April 29, 2021 and June 17, 2021 respectively Temporary announcement of.
5、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the cumulative total amount of guarantees provided by the company to subsidiaries and other companies was 2561007100 yuan, accounting for 41.82% of the audited net assets attributable to the common shareholders of the company in 2020. Among them, the guarantee for subsidiaries was 2471007100 yuan, accounting for 40.35% of the audited net assets attributable to the common shareholders of the company in 2020; The external guarantee is 90 million yuan, accounting for 1.47% of the audited net assets attributable to the company’s common shareholders in 2020.
The company guaranteed 90 million yuan for Shijiazhuang Coking Group Co., Ltd., and the loan was overdue as of the reporting date. In 2010, the company received the civil judgment of Hebei Higher People’s Court on Industrial And Commercial Bank Of China Limited(601398) Shijiazhuang Heping sub branch (hereinafter referred to as “ICBC Heping sub branch”) suing Shijiazhuang Coking Group Co., Ltd. (hereinafter referred to as “Coking Group”) and the dispute over the loan guarantee contract of the company ([2010] Ji min Er Chu Zi No. 3), Judgment Coking Group shall repay the purchase price of RMB 181.9 million and interest of RMB 3.585 million to Heping Branch of ICBC within 10 days after the judgment takes effect (the interest has been calculated to December 31, 2009, and the interest after December 31, 2009 shall be calculated to the payment date according to the interest rate agreed in the contract), At the same time, the company, as the guarantor, is judged to be jointly and severally liable for the principal of 58 million yuan and the corresponding interest (2.3751 million yuan) in the loan of Coking Group. See the company’s Announcement No. 2010-018 on December 24, 2010 for details. ICBC Heping sub branch took preservation measures during the lawsuit and has sealed up 1170 mu of land and aboveground buildings of Coking Group. According to the relevant land collection and storage measures of enterprises in the suburbs of Shijiazhuang and the standard land price estimation of Shijiazhuang Development Zone, the value of the seized land is about 800 million yuan. On December 26, 2014, Heping Branch of ICBC transferred the corresponding creditor’s rights and security rights to Hebei Branch of China Huarong Asset Management Co., Ltd. (hereinafter referred to as “Huarong company”) and Hebei Guoao Investment Co., Ltd. (hereinafter referred to as “Guoao company”). After receiving the subject creditor’s rights, Huarong company and Guoao company signed the creditor’s rights transfer agreement numbered Hebei business 03140065-2 and debt transfer 20150123 with Shijiazhuang Baode Investment Group Co., Ltd. (hereinafter referred to as “Baode group”), transferring the subject creditor’s rights and security rights to Baode group, which is a wholly-owned subsidiary of Shijiazhuang SASAC. As of the disclosure date of the report, Baode group has become the legal obligee of the above-mentioned creditor’s rights.
On May 29, 2015, the higher people’s Court of Hebei Province issued an enforcement ruling (2011) Ji Zhi Zi No. 2-6, which changed the Heping Branch of the applicant into Shijiazhuang Baode Investment Co., Ltd. Shijiazhuang Baode Investment Co., Ltd. applied to the higher people’s Court of Hebei Province to suspend the execution of the case, and the higher people’s Court of Hebei Province has ruled to suspend the execution of the case.
In view of the above situation, the value of the land and above ground buildings seized by the Coking Group is higher than all the debts of the Coking Group. The joint and several guarantee liability of the company is less risky when the Coking Group is able to perform all its debts and the creditor of the Coking Group is changed to Shijiazhuang Baode Investment Co., Ltd., which is less likely to have an impact on the current profits of the company.
It is hereby announced.
North China Pharmaceutical Company.Ltd(600812)
February 24, 2022
