Securities code: 000078 securities abbreviation: Shenzhen Neptunus Bioengineering Co.Ltd(000078) Announcement No.: 2021-074 Shenzhen Neptunus Bioengineering Co.Ltd(000078)
Announcement on guarantee continuation constituting external guarantee
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.
interpretation:
Company, the company, Shenzhen Neptunus Bioengineering Co.Ltd(000078) : Shenzhen Neptunus Bioengineering Co.Ltd(000078)
Hubei Haiwang Group: Hubei Haiwang Pharmaceutical Group Co., Ltd., the holding subsidiary of the company
Guangdong Haiwang Group: Guangdong Haiwang Pharmaceutical Group Co., Ltd
Wuhan Medical Trade: Haiwang (Wuhan) medical trade Co., Ltd
Ningbo Jimei: Ningbo Meishan free trade port Jimei equity investment partnership (limited partnership)
Huizhou Haiwang: Huizhou Haiwang Hongyu Pharmaceutical Co., Ltd
Zhuzhou Haiwang: Zhuzhou Haiwang Medical Instrument Co., Ltd
Hunan remote: Hunan remote vision Hospital Management Co., Ltd
Heyuan kangchengtang: Heyuan kangchengtang Pharmaceutical Co., Ltd
1、 Overview of guarantee
(i) Provide guarantee for Haiwang (Wuhan) Pharmaceutical Trading Co., Ltd
Due to changes in the market operating environment, Hubei Haiwang Group, the holding subsidiary of the company, signed the termination of cooperation agreement with Ningbo Jimei and transferred its 70% equity of Wuhan medical trade to Ningbo Jimei. After the signing of the agreement, Wuhan medical trade will no longer be a subsidiary within the scope of the company’s consolidated statements.
（2） Provide guarantee for Huizhou Haiwang Hongyu Pharmaceutical Co., Ltd
Guangdong Haiwang Group, the holding subsidiary of the company, signed the termination agreement with natural persons Zhou Peng and Zhang Xiuli to transfer 70% of the equity of Huizhou Haiwang held by them to natural persons Zhou Peng and Zhang Xiuli. After the signing of the agreement, Huizhou Haiwang will no longer be a subsidiary within the scope of the company’s consolidated statements.
（3） Provide guarantee for Zhuzhou Haiwang Medical Instrument Co., Ltd
Hubei Haiwang Group, the holding subsidiary of the company, signed the termination agreement with Hunan remote to transfer 75% of the equity of Zhuzhou Haiwang held by it to Hunan remote. After the signing of the agreement, Zhuzhou Haiwang will no longer be a subsidiary within the scope of the company’s consolidated statements.
（4） Provide guarantee for Heyuan kangchengtang Pharmaceutical Co., Ltd
Guangdong Haiwang Group, the holding subsidiary of the company, signed the equity repurchase agreement with the natural person Luo Yifa to transfer 70% of the equity of Heyuan kangchengtang held by it to the natural person Luo Yifa. After the signing of the agreement, Heyuan kangchengtang is no longer a subsidiary within the scope of the company’s consolidated statements.
The 18th meeting of the 8th board of directors and the first extraordinary general meeting in 2021 considered and approved the proposal on providing guarantee for holding subsidiaries. Up to now, the balance of guarantee provided by the company for Wuhan medical trade to borrow from financial institutions is RMB 5 million, and the balance of guarantee provided for Huizhou Haiwang to borrow from financial institutions is RMB 33.99 million, The balance of guarantee provided for the loan of Zhuzhou Haiwang from financial institutions is 39.6 million yuan, and the balance of guarantee provided for the loan of Heyuan kangchengtang from financial institutions is 25.9 million yuan.
Due to credit approval and other reasons, the above credit guarantee cannot be released when the above company signs the cancellation cooperation agreement with the company’s holding subsidiaries respectively. In view of the company’s agreement on counter guarantee measures and considering the company’s guarantee risk, the company submits to the authority to consider the guarantee matters for the above company, which constitutes an external guarantee, The guarantee period shall end on the date when the above guarantee obligations are fulfilled.
The above matters were deliberated and adopted at the 24th Meeting of the 8th board of directors held on December 31, 2021. According to the articles of association and other provisions, this matter shall be submitted to the general meeting of shareholders for deliberation. This event does not constitute a connected transaction. The validity period of the resolution shall be from the date when the matter is deliberated and approved by the general meeting of shareholders of the company to the date when the company has fulfilled its guarantee obligations to the above company.
2、 Current basic information of the guaranteed party
(i) Basic information of Haiwang (Wuhan) Pharmaceutical Trading Co., Ltd
1. Legal representative: Qi Bo
2. Registered capital: RMB 30 million
3. Date of establishment: July 3, 2017
4. Address: rooms 5, 6, 7 and 8, 21 / F, building 4, building 3, 4 and 6, oceanwide international SOHO City, Central Business District, Jianghan District, Wuhan
5. Business scope: food sales; Class III wholesale, maintenance and leasing of drugs and medical devices; Maintenance, leasing, wholesale and retail of class I and class II medical devices; Internet drug and medical device information services; Daily necessities, disinfection supplies, primary Shenzhen Agricultural Products Group Co.Ltd(000061) , labor protection supplies, computer software and hardware and consumables, communication equipment (excluding satellite television broadcasting ground receiving facilities); Wholesale and retail of sporting goods, office supplies and textiles; Technical consultation of medicine; Enterprise management consulting; Planning of cultural and artistic exchange activities; Enterprise marketing planning; Business information consultation; Conference and exhibition services; Exhibition services; Design, produce, publish and act as an agent for all kinds of advertising business in China; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval). (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
6. Shareholder shareholding: Jimei equity investment partnership (limited partnership) of Ningbo Meishan free trade port area holds 100% of its equity.
7. Main financial indicators:
As of December 31, 2020, the total assets of Wuhan medical trade are about 166 million yuan and the net assets are about 55 million yuan; In 2020, the operating revenue is about 307 million yuan and the net profit is about 08 million yuan.
8. After inquiry, Wuhan medical trade is not a dishonest executee.
9. Relationship with the company: Wuhan medical trade was originally a subsidiary of the company within the scope of merger. Due to changes in the market operating environment, Hubei Haiwang Group, the holding subsidiary of the company, signed the termination cooperation agreement with Ningbo Jimei. After signing the agreement, the company no longer holds the equity of Wuhan medical trade, and Wuhan medical trade is no longer a subsidiary of the company. Up to now, Hubei Haiwang Group, the holding subsidiary of the company, has not completed the industrial and commercial change process of equity transfer. （2） Basic information of Huizhou Haiwang Hongyu Pharmaceutical Co., Ltd
1. Legal representative: Dong Jing
2. Registered capital: RMB 20 million
3. Date of establishment: December 8, 2003
4. Address: No. 01, 02, 03 and 04, 42 / F, phase III complex building, jiazhaoye center, No. 5 Huizhou Avenue, Huicheng District, Huizhou City
5. Business scope: wholesale of Chinese herbal pieces, Chinese patent medicines, chemical raw materials, chemical pharmaceutical preparations, antibiotic raw materials, antibiotic preparations, biochemical drugs, biological products (except vaccines), class II psychotropic drugs (preparations), protein assimilation preparations and peptide hormones; Wholesale of health food; Operation of medical devices; Wholesale and sales of labor protection articles, prepackaged food, maternal and infant articles, cosmetics, production equipment and medical laboratory equipment; Wholesale and retail of daily necessities, daily chemicals, chemical raw materials and products (excluding dangerous chemicals) and fitness equipment; Medical technology promotion services; Medical technology consultation, technology exchange and technology transfer services; Business information consultation; Equipment product promotion services; Sales of disinfection supplies; Medical information consultation; Site leasing; Conference services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
6. Shareholder shareholding: the natural person Zhou Peng holds 90% of its equity and the natural person Zhang Xiuli holds 10% of its equity. 7. Main financial indicators:
As of December 31, 2020, the total assets of Huizhou Haiwang are about 142 million yuan and the net assets are about 20 million yuan; In 2020, the operating revenue is about 255 million yuan and the net profit is about 09 million yuan.
8. Upon inquiry, Huizhou Haiwang is not a dishonest executee.
9. Relationship with the company: Huizhou Haiwang was originally a subsidiary within the consolidation scope of the company. Due to changes in the market operating environment, Guangdong Haiwang Group, the holding subsidiary of the company, signed the termination agreement with natural persons Zhou Peng and Zhang Xiuli. After signing the agreement, the company no longer holds the equity of Huizhou Haiwang, and Huizhou Haiwang is no longer a subsidiary of the company. Up to now, the company has not completed the industrial and commercial change process of equity transfer.
（3） Basic information of Zhuzhou Haiwang Medical Instrument Co., Ltd
1. Legal representative: Gong Jie
2. Registered capital: RMB 10 million
3. Date of establishment: November 10, 2017
4. Address: 201, building 2, No. 7, Jinlong East Road, Hetang District, Zhuzhou City, Hunan Province
5. Business scope: Sales of class I medical devices, class II medical devices, class III medical devices, packaging materials, health products, chemical reagents and additives (excluding MCCs and hazardous chemicals), scientific testing instruments, medical teaching instruments, health food, infant formula milk powder, disinfectants, drug inspection and testing equipment, glass instruments and computers; Wholesale of protein assimilation preparations, peptide hormones, instruments and meters, office equipment, daily necessities, hardware products, antibiotic preparations, biochemical drugs, biological products, prepackaged food, bulk food, cosmetics, prepared pieces of traditional Chinese medicine, proprietary Chinese medicine, chemical preparations, cleaning supplies, sanitary supplies and sanitary disinfection supplies; Retail of dairy products; Sales of chemical raw materials (except MCCs and hazardous chemicals); China freight forwarder; Loading, unloading and handling (except sand and gravel); Medical laboratory technology services; High tech services; Medical research and experimental development; House leasing; Maintenance of computers, office equipment and special equipment; Internet trading services for drugs and medical devices; Processing and sales of non-woven fabrics, non-woven products, plastic products, paper products, textiles, labor protection articles, clothing and medical protection articles (those involving license operation shall be operated with valid license); Operate the self export business of the enterprise; Building decoration and decoration industry. (except for the commodities and technologies restricted or prohibited from import and export by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
6. Shareholder shareholding: Hunan remote holds 100% of its equity.
7. Main financial indicators:
As of December 31, 2020, the total assets of Zhuzhou Haiwang were about RMB 119 million and the net assets were about RMB 17 million; In 2020, the operating revenue is about 110 million yuan and the net profit is about 01 million yuan.
8. Upon inquiry, Zhuzhou Haiwang is not the person to be executed for breach of faith.
9. Relationship with the company: Zhuzhou Haiwang was originally a subsidiary of the company within the scope of merger. Due to changes in the market operating environment, Hubei Haiwang Group, the holding subsidiary of the company, signed the termination agreement with Hunan remote. After signing the agreement, the company no longer holds the equity of Zhuzhou Haiwang, and Zhuzhou Haiwang is no longer a subsidiary of the company. Up to now, the company has not completed the industrial and commercial change process of equity transfer.
（4） Basic information of Heyuan kangchengtang Pharmaceutical Co., Ltd
1. Legal representative: Dong Jing
2. Registered capital: RMB 6 million
3. Date of establishment: February 23, 2004
4. Address: 8e-8f, Haituo building, No. 333, North Heyuan Avenue, Weishi Road, Xinshi District, Heyuan City
5. Business scope: medical technology promotion services, medical technology consulting and exchange services, marketing consulting and planning services; Wholesale: Chinese medicinal materials, Chinese herbal pieces, Chinese patent medicines, chemical raw materials, chemical preparations, antibiotic raw materials, antibiotic preparations, biochemical drugs and biological products (except vaccines); Protein assimilation preparations, peptide hormones, narcotic drugs, class I psychotropic drugs (regional wholesale) and class II psychotropic drugs (preparations); Wholesale and retail: class I, II and III medical devices, in vitro diagnostic reagents; Wholesale: health food, prepackaged food (including refrigerated and frozen food), dairy products (including infant formula milk powder): Sales: chemical reagents (excluding dangerous chemicals) and disinfection products; Business information consultation (excluding financial, securities, futures and insurance information); Scientific instruments; Laboratory equipment; Laboratory equipment and accessories; Laboratory equipment and consumables; Purification equipment; mechanical equipment; Electrical equipment; Medical technology transfer services; Manufacturing of medical laboratory equipment and instruments; Communication equipment and supporting equipment, electronic products; Wholesale and retail: software, medical diagnosis, monitoring and treatment equipment; Sales: cosmetics, labor protection supplies, cleaning supplies, special equipment rental services; supply chain management; Cultural office supplies, paper products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
6. Shareholder shareholding: natural person Luo Yifa holds 100% of its equity.
7. Main financial indicators:
As of December 31, 2020, the total assets of Heyuan kangchengtang are about 77 million yuan and the net assets are about 11 million yuan; In 2020, the operating revenue is about 140 million yuan and the net profit is about 04 million yuan.
8. After inquiry, Heyuan kangchengtang is not a dishonest executee.
9. Relationship with the company: Heyuan kangchengtang was originally a subsidiary of the company within the scope of merger. Due to changes in the market operating environment, Guangdong Haiwang Group, the holding subsidiary of the company, signed the equity repurchase agreement with Luo Yifa, a natural person. After signing the agreement, the company no longer holds the equity of Heyuan kangchengtang, and Heyuan kangchengtang is no longer a subsidiary of the company. Up to now, the company has not completed the industrial and commercial change process of equity transfer.
3、 Current guarantee actually provided by the company and continuation description
1. Up to now, the guarantee provided by the company is as follows (unit: 10000 yuan)
Guaranteed amount of credit bank guarantee of the guaranteed unit start date and maturity date of guarantee balance
Wuhan Rural business
Wuhan Medical Trade Bank Co., Ltd. 10000.00500.002021/9/302022/8/21
Shanghai Pudong Development
China Development Bank 2800.002399.002021/11/92022/5/8 Co., Ltd
Huizhou haiwangzhou branch
Bank of Guangzhou shares
Co., Ltd
