Stock Code: China National Medicines Corporation Ltd(600511) stock abbreviation: China National Medicines Corporation Ltd(600511) Announcement No.: pro 2022008
China National Medicines Corporation Ltd(600511) about 2022
Announcement on the proposed issuance of internal loans for wholly-owned and 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
Internal borrowing object:
1. Sinopharm holdings Beijing Co., Ltd. (hereinafter referred to as "Sinopharm Beijing") (the shareholding ratio of the company is 100%). 2. Sinopharm holdings Beijing Huahong Co., Ltd. (hereinafter referred to as "Sinopharm Huahong") (the shareholding ratio of the company is 60%). 3. Sinopharm holdings Beijing Kangchen biomedical Co., Ltd. (hereinafter referred to as "Sinopharm Kangchen") (the shareholding ratio of the company is 100%)
4. Sinopharm holding Lanzhou Shengyuan Pharmaceutical Co., Ltd. (hereinafter referred to as "Sinopharm holding Shengyuan" or "Lanzhou Shengyuan") (the shareholding ratio of the company is 70%)
5. Sinopharm special medicine food (Anhui) Co., Ltd. (hereinafter referred to as "Sinopharm special medicine") (the shareholding ratio of the company is 51%)
Internal loan amount: the total amount shall not exceed 830 million yuan, the total amount of China controlled Beijing shall not exceed 200 million yuan, the total amount of state controlled Huahong shall not exceed 300 million yuan, the total amount of state controlled Kangchen shall not exceed 300 million yuan, the total amount of Lanzhou Shengyuan shall not exceed 20 million yuan, and the total amount of national pharmaceutical special medicine shall not exceed 10 million yuan.
Term of internal loan: one year
Internal loan interest rate: not lower than the loan market quotation interest rate (LPR) of the people's Bank of China in the same period
1、 Overview of internal borrowing
(I) basic information of internal borrowing
In order to meet the capital needs of wholly-owned subsidiaries state-controlled Beijing, state-controlled Kangchen and holding subsidiaries state-controlled Huahong, Lanzhou Shengyuan and Sinopharm special medicine business development, and in line with the principle of saving financial costs and reducing financial costs.
The company entrusts banking financial institutions to issue internal loans to Sinopharm holdings Beijing Co., Ltd., a wholly-owned subsidiary. The total amount shall not exceed 200 million yuan, the annual interest rate of internal loans shall not be lower than the loan market quotation interest rate (LPR) of the people's Bank of China in the same period, and the loan term shall be one year.
The company entrusts banking financial institutions to issue internal loans to Sinopharm holding Beijing Huahong Co., Ltd., a holding subsidiary, with a total amount of no more than 300 million yuan. The annual interest rate of internal loans is no less than the loan market quotation interest rate (LPR) of the people's Bank of China in the same period, and the loan term is one year.
The company entrusts banking financial institutions to issue internal loans to the wholly-owned subsidiary Sinopharm holding Beijing Kangchen biomedical Co., Ltd. The total amount shall not exceed 300 million yuan, the annual interest rate of internal loans shall not be lower than the loan market quotation interest rate (LPR) of the people's Bank of China in the same period, and the loan term shall be one year.
The company entrusts banking financial institutions to issue internal loans to its subsidiary, Sinopharm holding Lanzhou Shengyuan Pharmaceutical Co., Ltd. The total amount shall not exceed 20 million yuan, the annual interest rate of the internal loan shall not be lower than the market quotation interest rate (LPR) of the people's Bank of China in the same period, and the loan term shall be one year.
The company entrusts banking financial institutions to issue internal loans to its subsidiary Sinopharm special medical food (Anhui) Co., Ltd. The total amount shall not exceed RMB 10 million, the annual interest rate of the internal loan shall not be lower than the market quotation interest rate (LPR) of the people's Bank of China for the same period, and the loan term shall be one year.
This internal loan will not affect the normal operation and relevant investment of the company. This internal loan is conducive to the daily business of wholly-owned and holding subsidiaries and can protect the interests of the company. The internal borrowing funds provided by the company to wholly-owned subsidiaries state-controlled Beijing, state-controlled Kangchen and holding subsidiaries state-controlled Huahong, Lanzhou Shengyuan and Sinopharm special medicine are the company's own funds. This internal borrowing is not a related party transaction. (II) internal procedures performed by the company
The 37th meeting of the 7th board of directors of China National Medicines Corporation Ltd(600511) (hereinafter referred to as "the company") was held on March 16, 2022. The meeting deliberated and adopted the China National Medicines Corporation Ltd(600511) proposal on Issuing internal loans for wholly-owned and holding subsidiaries in 2022 by 9 votes in favor, 0 against and 0 abstention. The proposal still needs to be considered at the 2021 annual general meeting of shareholders.
2、 Basic information of the subject of the internal loan agreement
(I) Sinopharm holdings Beijing Co., Ltd
1. Nature of enterprise: limited liability company (sole proprietorship of legal person)
2. Registered address: No.12, Sanyuan West Lane, Dongcheng District, Beijing
3. Registered capital: 652.4 million yuan
4. Legal representative: Jiang Xin
5. Business scope: Wholesale Drugs; Road freight transportation; Sales of medical devices, packaged food and health food; Sales of chemical products (excluding class I precursor chemicals and dangerous chemicals), instruments and meters, chemical reagents, daily groceries, cosmetics, disinfection supplies, computer software, hardware and auxiliary equipment; Technical services, technology transfer, technology promotion, technical training, technical consultation and technology development; Information consultation (excluding intermediary); Import and export of goods; Technology import and export; Acting import and export.
6. Date of establishment: October 28, 2003
7. Affiliation: a wholly-owned subsidiary of the company, with a shareholding ratio of 100%
8. Main financial position
As of December 31, 2021, the audited total assets of state-controlled Beijing are 61769369 million yuan, the total liabilities are 35904194 million yuan and the net assets are 25865175 million yuan; The operating revenue in 2021 is
12648185600 yuan, with a net profit of Zhejiang Zoenn Design Co.Ltd(300901) 3 million yuan.
(II) Sinopharm holding Beijing Kangchen biomedical Co., Ltd
1. Nature of enterprise: limited liability company (sole proprietorship of legal person)
2. Registered address: a709, a711, a712a, floor 7 (6), block a, No. 9, Shangdi Third Street, Haidian District, Beijing
3. Registered capital: 130 million yuan
4. Legal representative: Shao Wei
5. Business scope: wholesale of Chinese patent medicine, chemical medicine preparations, antibiotics, biochemical drugs, biological products, class II psychotropic drug preparations, protein assimilation preparations, peptide hormones and traditional Chinese medicine decoction pieces (the drug business license is valid until June 23, 2024); Selling food; Sales of class III medical devices (subject to the scope approved in the medical device business enterprise license); Sales of class I and II medical devices, disinfectants, computers, software and auxiliary equipment, electronic products, daily necessities, cosmetics and sanitary products; Technical consultation and technical services; Computer system services.
6. Date of establishment: January 19, 2005
7. Affiliation: a wholly-owned subsidiary of the company, with a shareholding ratio of 100%
8. Main financial position
As of December 31, 2021, the audited total assets of Sinopharm Kangchen are 1848381500 yuan, the total liabilities are 1125686600 yuan, and the net assets are 722694900 yuan; In 2021, the operating revenue was Betta Pharmaceuticals Co.Ltd(300558) 02 million yuan and the net profit was 1162296 million yuan.
(III) Sinopharm holding Beijing Huahong Co., Ltd
1. Nature of enterprise: limited liability company (Sino foreign joint venture)
2. Registered address: room 508, Tianyu Building, No. 11, Guangming Road, Dongcheng District, Beijing
3. Legal representative: Tian Guotao
4. Registered capital: 350 million yuan
5. Business scope: wholesale of Western medicine preparations, Chinese patent medicines and medical devices (subject to the drug business license and medical device business license); Wholesale prepackaged food and health food; Wholesale daily necessities, chemical products (excluding hazardous chemicals), cosmetics, sanitary supplies, disinfection supplies, computers, software and auxiliary equipment, electronic products, hardware and electrical equipment, mechanical equipment, communication equipment, office supplies and office machinery; Import and export of goods, import and export agency, import and export of Technology (not involving state-run trade management commodities; if involving quota and license management commodities, the application procedures shall be handled in accordance with the relevant provisions of the state); after-sale service; Technology development; Technology promotion; Economic information consultation (excluding intermediary services); Warehousing services; Conference services; Mechanical equipment leasing.
6. Date of establishment: April 29, 1998
7. Affiliation: the company is a holding subsidiary with a shareholding ratio of 60%
8. Main financial position
As of December 31, 2021, the audited total assets of state-controlled Huahong are 3251863600 yuan, the total liabilities are 2001233100 yuan, and the net assets are 1250630500 yuan; The operating revenue in 2021 is
56167356 million yuan, net profit 1425853 million yuan.
Sinopharm holdings Beijing Huahong Co., Ltd. is a holding subsidiary of the company. The company holds 60% of the equity of Sinopharm holdings, Mitsubishi Corporation of Japan holds 20% of the equity of Sinopharm holdings, and meidifa road holdings of Japan holds 20% of the equity of Sinopharm holdings. The company has no relationship with Mitsubishi Corporation of Japan and meidifa road holdings of Japan.
(IV) Sinopharm holding Lanzhou Shengyuan Pharmaceutical Co., Ltd
1. Nature of enterprise: other limited liability companies
2. Registered address: 10 / F, block a, North building, No. 83, Linxia Road, Chengguan District, Lanzhou (room 10-13)
3. Legal representative: Tang Lei
4. Registered capital: 20 million yuan
5. Business scope: Chinese patent medicine, chemical APIs, chemical pharmaceutical preparations, antibiotic preparations, biological products (excluding vaccines), narcotic drugs, medical toxic drugs, protein assimilation preparations, peptide hormones, pharmaceutical precursor chemicals, class I psychotropic drugs, class II psychotropic drugs, food, health food, medical devices, glass instruments, cosmetics, daily necessities Wholesale and retail of disinfection supplies, automation equipment, intelligent equipment and software; Health knowledge consultation and medical information consultation; Market information consultation and promotion services; Market Research; Medical equipment leasing; Information system integration; Conference and exhibition services; Technology research and development, technical consultation and technical services in the field of computer and network information and medical science and technology; lease of houses
6. Date of establishment: February 24, 2006
7. Affiliation: the company's holding subsidiary, with a shareholding ratio of 70%
8. Main financial position
As of December 31, 2021, the audited total assets of Lanzhou Shengyuan are 1037165 million yuan, the total liabilities are 716113 million yuan, and the net assets are 321052 million yuan; In 2021, the operating revenue was 1364254 million yuan and the net profit was 5.6186 million yuan.
Sinopharm holding Lanzhou Shengyuan Pharmaceutical Co., Ltd. is a holding subsidiary of the company. The company holds 70% of the equity of Lanzhou Shengyuan, and Lanzhou pharmaceutical procurement and supply station Co., Ltd. holds 30% of the equity of Lanzhou Shengyuan. The company has no relationship with Lanzhou pharmaceutical procurement and supply station Co., Ltd.
(V) Sinopharm special medical food (Anhui) Co., Ltd
1. Nature of enterprise: other limited liability companies
2. Registered address: No. 16, Chaoyang East Road, economic and Technological Development Zone, Huainan City, Anhui Province
3. Legal representative: Tian Guotao
4. Registered capital: 20 million yuan
5. Business scope: R & D, production and sales of formula food for special medical purposes, dairy products (including infant formula milk powder), food and beverage; Technology research and development and sales of nutritional products, engaged in technology development, technology transfer, technical support and technical services in the professional field of Health Science and technology, and self operated and acting as an agent for the import and export of large-scale health commodities and technologies (except for the commodities and technologies that are limited or prohibited by the state) Shenzhen Agricultural Products Group Co.Ltd(000061) , sales of health food, cosmetics and disinfection products; R & D, production and sales of nutritional screening, diagnosis and testing kits, R & D, production and sales of raw materials and intermediates related to formula foods for special medical purposes, and health industry management consulting.
6. Date of establishment: July 29, 2020
7. Affiliation: the company's holding subsidiary, with a shareholding ratio of 51%
8. Main financial position
As of December 31, 2021, the audited total assets of special medicine (merger) are 261482 million yuan, the total liabilities are 9.1372 million yuan, and the net assets are 170110 million yuan; In 2021, the operating income was 71700 yuan and the net profit was -2828400 yuan.
Sinopharm special medicine food (Anhui) Co., Ltd. is a holding subsidiary of the company. The company holds 51% of the equity of Lanzhou Shengyuan, Beijing Zhongkang Guoyang Health Management Co., Ltd. holds 33.32% of the equity of Sinopharm special medicine, and Beijing Zhongkang Guoyang Health Management Co., Ltd. holds 15.68% of the equity of Sinopharm special medicine. The company has no relationship with Beijing Zhongkang Guoyang Health Management Co., Ltd. and Beijing Zhongkang Guoyang Health Management Co., Ltd.
3、 Impact of internal borrowing on the company
The internal borrowing funds are the company's own funds, which can meet the capital needs of the wholly-owned subsidiaries state-controlled Beijing, state-controlled Kangchen, and the holding subsidiaries state-controlled Huahong, Lanzhou Shengyuan and Sinopharm special medicine for business development, which is conducive to saving financial costs, reducing financial expenses and will not affect the normal operation and relevant investment of the company. Borrowings will not harm the interests of the company and its shareholders.
4、 Risks and solutions of internal borrowing
State controlled Beijing and state controlled Kangchen are wholly-owned subsidiaries of the company, and state controlled Huahong, Lanzhou Shengyuan and Sinopharm special medicine are holding subsidiaries of the company. Our company has a good understanding of the market, business, technology and management of these five subsidiaries. The company monitors the repayment of the five subsidiaries. If adverse factors are found or judged, the company will take corresponding measures in time to control or reduce the risk of internal borrowing.
5、 As of the date of this announcement, the company has accumulated the amount of external and internal loans (including but not limited to entrusted loans and other forms) and overdue amount
As of the date of this announcement, the balance of internal loans issued by the company to the outside world is RMB 106 million, which is the internal loans issued by the company to its subsidiaries state-controlled Beijing, state-controlled Huahong, state-controlled Kangchen, state-controlled Tianxing, Lanzhou Shengyuan and Sinopharm technology. In addition to the above internal loans, the company has not issued them to other related parties
