Securities code: Yunnan Jianzhijia Health-Chain Co.Ltd(605266) securities abbreviation: Yunnan Jianzhijia Health-Chain Co.Ltd(605266) Announcement No.: 2022016 Yunnan Jianzhijia Health-Chain Co.Ltd(605266)
About the company and its subsidiaries applying for comprehensive credit line from financial institutions and
Announcement on providing guarantee for comprehensive credit line
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: Yunnan Yunnan Jianzhijia Health-Chain Co.Ltd(605266) chain health pharmacy Co., Ltd., Guangxi Yunnan Jianzhijia Health-Chain Co.Ltd(605266) pharmacy chain Co., Ltd., Guangxi Yunnan Jianzhijia Health-Chain Co.Ltd(605266) qinkang Pharmaceutical Sales Co., Ltd., Yunnan Yunnan Jianzhijia Health-Chain Co.Ltd(605266) Chongqing qinkang Pharmaceutical Co., Ltd., Sichuan qinkang Yunnan Jianzhijia Health-Chain Co.Ltd(605266) Pharmaceutical Co., Ltd., Yunnan Zhijia convenience store Co., Ltd. and other newly established subsidiaries Subsidiaries with control acquired through acquisition.
The company and its subsidiaries (including wholly-owned or holding subsidiaries) apply to financial institutions for credit lines of financial institutions not exceeding 4.63 billion yuan (including: the comprehensive credit line of no more than RMB 3.080 billion and the corresponding financing business are used for daily operation turnover; the special M & a credit line of no more than RMB 1.55 billion and the corresponding financing business are used for payment related to M & A projects). Among them, the listed company provides joint and several liability guarantee of no more than 2.2 billion yuan for the financing of the above wholly-owned subsidiaries within the comprehensive credit line. The authorization period of this guarantee limit is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of holding the annual general meeting of shareholders in 2022.
Whether there is counter guarantee in this guarantee: None
As of the announcement date, the company has no overdue external guarantee
Yunnan Jianzhijia Health-Chain Co.Ltd(605266) (hereinafter referred to as “the company”) held the 14th meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors on February 28, 2022, deliberated and adopted the proposal on the application of comprehensive credit line by the company and its subsidiaries to financial institutions and the provision of guarantee for comprehensive credit line. The relevant information is hereby announced as follows:
1、 Overview of application for comprehensive credit and guarantee
In order to meet the business development needs of the company and its subsidiaries, improve operation efficiency, expand financing channels and support the common development of the company and its subsidiaries, based on the forward-looking planning of annual financing business with various financial institutions, It is agreed that the company and its subsidiaries (including wholly-owned or holding subsidiaries) apply to financial institutions for the following comprehensive credit line and corresponding financing business, and provide guarantee for relevant comprehensive credit, as follows:
1. The credit lines and corresponding financing business types applied by the company and its subsidiaries (including wholly-owned or holding subsidiaries) to financial institutions include but are not limited to working capital loans, M & A loans, letter of credit lines, issuing bank bills and bill discounting. The details are as follows:
The credit line of financial institutions not exceeding 4.63 billion yuan. Among them, the comprehensive credit line of no more than RMB 3.080 billion and the corresponding financing business are used for daily operation turnover; The special M & a credit line of no more than RMB 1.55 billion and the corresponding financing business are used for payment related to M & A projects.
The above credit line is not equal to the actual financing amount of the company. The specific financing amount will be determined according to the working capital of the company and its subsidiaries and the credit line actually approved by each bank. Within the authorization period, the credit line can be recycled.
2. In the daily operation turnover, the company and its subsidiaries plan to apply for a credit line of no more than 3.08 billion yuan from banks and other financial institutions in 2022. Whether to use the relevant credit line depends on the operation needs of the company. 3. Due to the needs of the company’s operation and development, the store network is expanded through “self construction + acquisition”. For large M & A projects, it is proposed to meet the needs of long-term fund-raising and investment through M & a loan products. According to the actual negotiation progress and forward-looking planning of the annual M & a business, the company and its subsidiaries intend to apply to financial institutions for a special M & a credit line and corresponding financing business of no more than RMB 1.55 billion for the payment of relevant prices, taxes and other expenses in the M & a business. The selection of specific financial institutions is determined by the final negotiation conditions and approval. 4. In order to facilitate follow-up operation, improve decision-making efficiency and ensure capital demand, it is expected that in 2022, companies within the group (including the company and its subsidiaries within the scope of consolidated statements, the same below) will provide guarantee for the above credit line, special M & a credit line and corresponding financing business, with the total amount of guarantee not exceeding RMB 4.5 billion and the maximum comprehensive credit term not exceeding 10 years, The guarantee period shall not exceed 3 years after the maturity date of the loan from the effective date of the guarantee agreement. The guarantee methods include irrevocable joint and several liability guarantee, asset mortgage and equity pledge guarantee of the acquisition target, etc.
The details of the company’s expected guarantee to its subsidiaries are as follows:
Estimated guarantee amount between the guarantor and the guaranteed and the company
Department (10000 yuan)
Yunnan Yunnan Jianzhijia Health-Chain Co.Ltd(605266) chain health pharmacy Co., Ltd. wholly owned subsidiary 12000000
Guangxi drugstore chain Co., Ltd
Yunnan Jianzhi
Jiajianlian Guangxi Yunnan Jianzhijia Health-Chain Co.Ltd(605266) qinkang Pharmaceutical Sales Co., Ltd. wholly owned subsidiary 1000000
Suodian Co., Ltd. Yunnan Yunnan Jianzhijia Health-Chain Co.Ltd(605266) Chongqing qinkang Pharmaceutical Co., Ltd. wholly owned subsidiary 2000000
limited company
Sichuan qinkang Yunnan Jianzhijia Health-Chain Co.Ltd(605266) Pharmaceutical Co., Ltd. wholly owned subsidiary 2000000
Yunnan Zhijia convenience store Co., Ltd. wholly owned subsidiary 2000000
2000000 yuan of subsidiaries with control and holding obtained through new establishment, acquisition, etc
Subsidiaries with rights
Total — 22000000
If the total amount of guarantee in 2022 does not exceed the above maximum guarantee limit, it can be appropriately adjusted internally, including but not limited to the guarantee limit for intra group companies of each subsidiary (including subsidiaries with control obtained by means of new establishment, acquisition, etc.).
(1) Joint and several liability guarantee shall be provided between companies within the group, and the format contract text of relevant financial institutions shall be adopted.
(2) The controlling shareholders, actual controllers and important shareholders of the company can cooperate to provide guarantees for enterprises within the group and sign relevant contracts and agreements according to the credit approval requirements of various financial institutions.
The authorization period of this guarantee limit is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of holding the annual general meeting of shareholders in 2022. In order to improve work efficiency, the board of directors requested the general meeting of shareholders to authorize the board of directors and agreed that the board of directors should authorize the general manager of the company to handle and sign relevant legal documents.
2、 Basic information of the guaranteed
1. Name: Yunnan Yunnan Jianzhijia Health-Chain Co.Ltd(605266) chain health pharmacy Co., Ltd
Registered address: complex building, Fengyuan (plot 5), Wanhong Jiayuan, the intersection of Lianhe road and Wanhong Road, Panlong District, Kunming, Yunnan Province
Legal representative: Lan Bo
Registered capital: 380 million yuan
Date of establishment: January 20, 1999
Business scope: licensed items: urban distribution and transportation services (excluding dangerous goods); Drug retail; Class III medical device business; Disinfection equipment sales; Food Internet sales; Food sales; Liquor business; Medical services; Life beauty services; The second category of value-added telecommunications services; Internet information services; Drug Internet letter
Information service; Medical device Internet Information Service (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: import and export agency; Import and export of goods; Technology import and export; Purchase and sale of Chinese herbal medicine (excluding Chinese herbal pieces) in the real estate; Sales of class I medical devices; Sales of class II medical devices; Food sales (only pre packaged food); Sales of infant formula milk powder and other infant formula foods; Sales of formula food for special medical purposes; Sales of health food (prepackaged); Internet sales (except sales of goods requiring license); Sales of daily necessities; Wholesale of cosmetics; Cosmetics retail; Sales of agricultural and sideline products; Socio economic advisory services; Information technology consulting services; Financial consultation; Bill information consulting service; Legal consultation (excluding law firm business); Information consulting services (excluding licensed information consulting services); Health consulting services (excluding diagnosis and treatment services); Sales of communication equipment; Single purpose commercial prepaid card agent sales; Sales agent; China trade agency; Sales of labor protection articles; Sales of office supplies; Sales of optical instruments; Glasses sales (excluding contact lenses); Software development; Development of artificial intelligence application software; Advertising design and agency; Advertising; Advertising production; Network technology services; Information system integration service; Cloud computing equipment technology services; Planting of Chinese herbal medicine; Clinic services; Traditional Chinese medicine clinic services (business activities can be carried out only after filing with the competent department of traditional Chinese Medicine); Sales of disinfectants (excluding hazardous chemicals); Sales of sanitary supplies and disposable medical supplies; Sales of personal hygiene products; TCM health care services (non-medical); Sales of maternal and infant supplies; Retail of protective articles for medical staff; Retail of medical masks; Daily mask (non-medical) sales; Daily life services for residents (except for the items that must be approved according to law, carry out business activities independently according to law with the business license).
Relationship with the company: it is a wholly-owned subsidiary of the company (the company holds 100% of its equity)
Main financial indicators of the latest year:
Unit: 10000 yuan
Date total assets total net assets total liabilities current liabilities Total operating income net profit
By 2020
December 822710059159502311150228656423430896164015831 (audited) as of 2021
September 30, 200620616773807331512543458507692322784448670215 (Unaudited)
2. Name: Guangxi Yunnan Jianzhijia Health-Chain Co.Ltd(605266) drugstore chain Co., Ltd
Date of establishment: September 8, 2009
Legal representative: Lan Bo
Registered capital: 97 million yuan
Registered address: floor 6, block a, production and R & D building, No. 2, east section of Gaoxin Avenue, high tech Zone, Nanning
Business scope: licensed items: drug retail; Class III medical device business; Disinfection equipment sales; Road cargo transportation (excluding dangerous goods); Wholesale of drugs; Internet information services; Drug Internet information service; Medical device Internet Information Service (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: food sales (only pre packaged food); Sales of health food (prepackaged); Sales of infant formula milk powder and other infant formula foods; Sales of class I medical devices; Sales of class II medical devices; Sales of daily necessities; Cosmetics retail; Sales of personal hygiene products; Sales of office supplies; Sales of labor protection articles; Sales of disinfectants (excluding hazardous chemicals); Glasses sales (excluding contact lenses); Sales of agricultural and sideline products; Internet sales of food (only pre packaged food); Sales of communication equipment; Health consulting services (excluding diagnosis and treatment services); Internet sales (except sales of goods requiring license); Advertising; Information technology consulting services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
Relationship with the company: it is a wholly-owned subsidiary of the company (the company holds 100% of its equity)
Main financial indicators of the latest year:
Unit: 10000 yuan
Date total assets total net assets total liabilities current liabilities Total operating income net profit
By 2020
December 311313749237347107640210764022011509 116.89 (audited) as of 2021
September 30 (Unaudited 2571068321479224958913674241673740 153.73)
3. Name: Guangxi Yunnan Jianzhijia Health-Chain Co.Ltd(605266) qinkang Pharmaceutical Sales Co., Ltd
Date of establishment: August 18, 2021
Legal representative: Lan Bo
Registered capital: 150 million yuan
Registered address: production workshop on the fifth floor of Futong electronic products logistics park, Nanning high tech Industrial Development Zone, No. 17, Gaoke Road, Nanning high tech Industrial Development Zone, Guangxi Zhuang Autonomous Region
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