Securities code: 000078 securities abbreviation: Shenzhen Neptunus Bioengineering Co.Ltd(000078) Announcement No.: 2021-072 Shenzhen Neptunus Bioengineering Co.Ltd(000078)
Announcement on providing guarantee for holding 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
In order to support the business development of subsidiaries, the company plans to provide guarantee for the new loans applied by the following holding subsidiaries in banks (or other financial institutions), with a total new guarantee amount of no more than RMB 1.065 billion. Within the scope of the maximum guarantee amount considered, the maximum use balance of the company’s overall new guarantee shall not exceed RMB 1.065 billion. The specific guarantee units, guaranteed units and individual companies plan to increase the guarantee amount as follows:
Plan No. of single company guarantee unit new guarantee amount of guaranteed unit (10000 yuan)
1. Jilin Haiwang Yinhe pharmaceutical investment Co., Ltd., the company or its holding subsidiary, 60000
2 the company or its holding subsidiary Changchun kunlan Agricultural Technology Co., Ltd. 46500
In order to improve the financing efficiency of subsidiaries and meet the financing needs of subsidiaries, the general meeting of shareholders of the company is requested to authorize the management of the company to:
When the following conditions are met, the available guarantee amount shall be adjusted among the guaranteed objects according to the actual needs of the guaranteed objects. The adjusted guarantee amount of a single subsidiary shall not be limited to the planned guarantee amount of a single company in the preceding paragraph in this proposal.
The specific conditions for subsidiaries to obtain reallocation quota are as follows:
1. The single guarantee amount of the transferred party shall not exceed 10% of the company’s latest audited net assets; 2. If the asset liability ratio exceeds 70% at the time of adjustment, the guarantee amount can only be obtained from the guarantee object whose asset liability ratio exceeds 70% (when the guarantee amount is considered by the general meeting of shareholders);
3. When the transfer occurs, the transferred party does not have overdue liabilities;
4. The company or the holding subsidiary of the company provides guarantee to the transferred party according to the proportion of capital contribution, and the transferred party or other subjects have taken counter guarantee and other relevant measures.
The above guarantee shall be valid from the date when the matter is considered and approved by the general meeting of shareholders of the company to the date when it is considered and approved as a guarantee for the same guaranteed party by the next general meeting of shareholders of the company. Submit to the general meeting of shareholders of the company to authorize the management to negotiate and sign the guarantee agreement and handle relevant guarantee procedures according to the approval of the bank.
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.
2、 Basic information of the guaranteed party
(i) Jilin Haiwang Yinhe pharmaceutical investment Co., Ltd
1. Legal representative: Zhang Yifei
2. Registered capital: RMB 50 million
3. Date of establishment: October 27, 2020
4. Domicile: 5001-15, floor 5, ZHONGJIU science and technology entrepreneurship Park, No. 526, Silicon Valley Street, high tech Zone, Changchun City, Jilin Province. Main business: investing in pharmaceutical projects with its own funds (it is not allowed to engage in financial services such as deposit absorption, loan issuance, entrusted loan issuance, customer financing and financing guarantee, and illegal fund-raising is strictly prohibited); Socio economic consultation; Sales of prepared pieces of traditional Chinese medicine, Chinese patent medicine, western medicine, biological drugs and medical devices; Planting of Chinese herbal medicine; Sales of agricultural and sideline products; Primary Shenzhen Agricultural Products Group Co.Ltd(000061) acquisition (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
6. Shareholder shareholding: the company holds 100% of its equity.
7. Main financial indicators (data audited):
As of December 31, 2020, the total assets of Jilin Haiwang Yinhe pharmaceutical investment Co., Ltd. were about RMB 4.448 billion and the net assets were about RMB 353 million; In 2020, the operating revenue is about RMB 3.953 billion and the net profit is about RMB – 166 million.
（2） Changchun kunlan Agricultural Technology Co., Ltd
1. Legal representative: Wang Fang
2. Registered capital: RMB 50 million
3. Date of establishment: December 30, 2019
4. Address: room 521, floor 5, building 1-3, Dongkang community, Minkang Road, Nanguan District, Changchun City
5. Main business: agricultural scientific research and experimental development; Packaging services; Sales of packaging materials and products; Sales of class I medical devices; Sales of class II medical devices; Sales of building materials; China trade agency; Sales of health food (prepackaged); General cargo warehousing services (excluding hazardous chemicals and other items requiring license and approval); estate management; hotel management; Wholesale of electronic components; Sales of special electronic equipment; Sales of electronic products; Sales of advanced power electronic devices; Instrument sales; Sales of refrigeration and air conditioning equipment; Wholesale of computer software, hardware and auxiliary equipment; Sales of mechanical equipment; Sales of electrical equipment; Sales of communication equipment; Network equipment sales; Sales of health care products (non food); Food sales; Drug retail; Wholesale of drugs; Road cargo transportation (excluding dangerous goods); Information technology consulting services; Scientific and technological information consulting services; Computer software and hardware technology R & D, technology promotion, technical service, technical consultation, network engineering construction, website production, Internet information service, information system integration, enterprise management information consultation, enterprise marketing planning, monitoring system R & D and sales, and online trade agency; Distribution of clothing, shoes and hats, mother and baby products, home textiles, outdoor products, sporting goods, electronic products, photographic equipment, audio equipment and equipment, computer hardware and accessories, cosmetics, handicrafts, daily necessities, software development services and sales. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
6. Shareholder shareholding: the company holds 100% of its equity.
7. Key financial indicators (unaudited data):
As of December 31, 2020, the total assets of Changchun kunlan Agricultural Technology Co., Ltd. are about 285 million yuan and the net assets are about 130 million yuan; In 2020, the operating revenue is about RMB 686 million and the net profit is about RMB 130 million.
3、 Main contents of guarantee agreement
The company intends to provide joint and several liability guarantee for the loans or daily business loans applied by the above subsidiaries to banks (or other financial institutions), and pledge the accounts receivable held by the company. The guarantee period of bank loan is one year from the date of expiration of the debt term.
The specific guarantee period, guarantee amount and guarantee form shall be subject to the agreement.
4、 Opinions of the board of directors
1. Reasons for providing guarantee and authorizing Management to adjust within the limit
The above subsidiaries apply for credit from banks (or other financial institutions) due to business development needs; At the same time, some subsidiaries’ daily operation suppliers need loan guarantee. In order to support the development of subsidiaries, the board of directors agreed to provide joint and several liability guarantee.
There is uncertainty about whether the credit applied by the factor company is approved. Adjusting within the guarantee line is conducive to improving the financing efficiency of subsidiaries and meeting the capital needs and business development of subsidiaries. The board of directors agreed to adjust for qualified subsidiaries within the guarantee line.
2. Impact and risk on the company
The above companies are wholly-owned subsidiaries of the company, with normal financial status and stable business development. The board of Directors believes that the above companies can repay the loans applied to banks (or other financial institutions) in time. The company has control over the above guaranteed companies and can effectively control relevant risks. The growth of the above company’s performance will have a positive impact on the growth of the company’s performance.
3. Other
Within the scope of the maximum guarantee amount considered, the maximum use balance of the company’s overall new guarantee shall not exceed RMB 1.065 billion.
5、 Accumulated external guarantee
Up to now, the accumulated guarantee balance of the company is about RMB 5.689 billion (of which the balance of external guarantee is RMB 144 million and others are guarantees to subsidiaries), accounting for about 75.96% of the net assets of the company in the audited consolidated statements in 2020. There is no overdue guarantee.
6、 Documents for future reference
1. Resolution of the 24th Meeting of the 8th board of directors.
It is hereby announced.
Shenzhen Neptunus Bioengineering Co.Ltd(000078) board of directors
December 31, 2001
