Stock Code: China National Medicines Corporation Ltd(600511) stock abbreviation: China National Medicines Corporation Ltd(600511) Announcement No.: pro 2022009
China National Medicines Corporation Ltd(600511) about the proposed holding subsidiary in 2022
Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd
Announcement on Issuing internal loans and related party transactions
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 borrower: Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd. (hereinafter referred to as “Sinopharm holding Tianxing”) (the shareholding ratio of the company is 51%)
Internal loan amount: the total amount shall not exceed 300 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 related party transactions
Basic information of internal borrowing:
In order to meet the capital demand for the business development of the holding subsidiary Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd., and in line with the principle of saving financial costs and reducing financial expenses, the company entrusts banking financial institutions to issue internal loans (including but not limited to entrusted loans) to the holding subsidiary Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd. The total amount shall not exceed 300 million yuan, the loan term shall be one year, and the internal loan interest rate shall not be lower than the loan market quotation interest rate (LPR) of the people’s Bank of China in the same period. 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 the holding subsidiary and can protect the interests of the company. The company’s internal loan to state-controlled Tianxing this time is the company’s own funds.
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 approved China National Medicines Corporation Ltd(600511) the proposal on Issuing internal loans and related party transactions for the holding subsidiary Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd. in 2022. The proposal is a related party transaction proposal, and five related directors including Jiang Xiuchang, Liu Yong, Lian Wanyong, Zhou Xudong and Wen Deyong avoided voting.
Voting result: 4 votes in favor; 0 votes against; There were no abstentions.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
2、 Introduction to internal loan relationship, related parties and shareholders of related parties
(I) introduction to relationship
Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd. is the holding subsidiary of the company. The company holds 51% of the equity of state-controlled Tianxing, Mitsubishi Corporation of Japan holds 20% of the equity of state-controlled Tianxing, meidifa road holding of Japan holds 20% of the equity of state-controlled Tianxing, and Sinopharm Holding Co., Ltd., the controlling shareholder of the company, holds 9% of the equity of state-controlled Tianxing, Therefore, this internal borrowing is a related party transaction.
The company has no relationship with Mitsubishi Corporation of Japan and meidifa road holdings of Japan. (II) introduction to related parties
Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd
1. Nature of enterprise: limited liability company (Sino foreign joint venture)
2. Registered address: Room 202, floor 2, building a, Xinhua Innovation Park, No. 8 courtyard, Liuquan West Road, Huaxiang, Fengtai District, Beijing
3. Legal representative: Jiang Xiuchang
4. Registered capital: 100 million yuan
5. Business scope: Sales of medical devices; Wholesale or retail drugs; Road freight transportation; Selling food; Sales of hardware and electrical equipment, building materials and general merchandise; Technology development, technical services, technical training and technical consultation (except intermediary services); Organize sports exchange activities; Import and export of goods, technology and agent import and export; Research and development of new drugs; Develop and sell software; Selling cosmetics.
6. Date of establishment: July 19, 2002
7. Main financial position
As of December 31, 2021, the audited total assets of state-controlled Tianxing are 30592374 million yuan, the total liabilities are 23935785 million yuan, the net assets are 6656589 million yuan, the operating income is 55668305 million yuan and the net profit is 102465 million yuan.
(III) introduction to shareholders of related parties
1. Mitsubishi Corporation
(1) Registered address: 3-1, 2-D, Marunouchi, Chiyoda District, Tokyo, Japan
(2) Legal representative: 榊 Tian Yahe
(3) Business scope: the company sells, produces, manufactures and develops commodities and resources in a wide range of fields such as energy, metals, machinery, chemicals, food, consumer goods, infrastructure and real estate through the company or other companies with shares or equity of the company. In addition, it also carries out financial and logistics undertakings The development of new undertakings and the provision of various services
(4) Date of establishment: July 1, 1954 (registration date: April 1, 1950)
2. Meidifa road Holding Co., Ltd
(1) Registered address: 7-15, 2-D, bazhongzhou, Central District, Tokyo, Japan
(2) Legal representative: Hideki Watanabe
(3) Business scope: wholesale of medical products; Wholesale of cosmetics, daily necessities and general pharmaceutical products; Wholesale of animal medicine, food processing raw materials, etc
(4) Date of establishment: October 8, 1898
3. Sinopharm Holding Co., Ltd
(1) Registered capital: 3120656191 yuan
(2) Nature of enterprise: joint stock limited company (listed and state-owned holding)
(3) Address: 1f, No. 385, Longhua East Road, Huangpu District, Shanghai
(4) Legal representative: Yu Qingming
(5) Business scope: industrial investment and holding, entrusted management and asset reorganization of pharmaceutical enterprises, wholesale of Chinese patent medicine, traditional Chinese medicine decoction pieces, chemical pharmaceutical preparations, chemical raw materials, antibiotics, biochemical drugs, biological products, narcotic drugs, psychotropic drugs, toxic drugs for medical use (appropriate to the business scope), pharmaceutical in vitro diagnostic reagents, vaccines, protein assimilation preparations and peptide hormones, Class III: injection puncture instruments, medical sanitary materials and dressings, medical polymer materials and products, class II: medical X-ray auxiliary equipment and parts; Food sales management (non physical way), China Trade (except special license), logistics distribution and related consulting services, sales of cosmetics and sporting goods and business information consulting services, import and export of various commodities and technologies (without additional import and Export Commodity Catalogue), except for the commodities and technologies limited or prohibited by the state.
(6) Main financial position
As of September 30, 2021, the total assets of Sinopharm Holdings Co., Ltd. were 350424 billion yuan, the total liabilities were 254055 billion yuan, and the owner’s equity attributable to the parent company was 59.963 billion yuan; The operating revenue was 326838 billion yuan and the net profit attributable to the owners of the parent company was 4.958 billion yuan (the above data were not audited).
3、 Basic information of related party transactions
The company entrusts banking financial institutions to issue internal loans to the holding subsidiary Sinopharm holding Beijing Tianxing Puxin 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.
4、 Impact of this transaction on the company
The purpose of this internal loan and related party transaction is to meet the capital needs of the business development of the holding subsidiary, and the annual interest rate of the internal loan is not lower than the loan market quotation interest rate (LPR) of the people’s Bank of China in the same period, which is conducive to saving financial costs, reducing financial expenses and not damaging the interests of non related shareholders.
5、 Review procedures of the related party transaction
The independent directors of the company conducted a pre audit on the issuance of internal loans and related party transactions for the holding subsidiary Sinopharm holding Beijing Tianxing Puxin biomedical Co., Ltd., agreed to submit them to the board of directors for deliberation, and issued pre audit opinions and independent opinions. The independent directors believe that the issuance of internal loans and related party transactions is conducive to saving financial costs and reducing financial expenses, which is in line with the principles of openness, fairness and impartiality; When the board of directors of the company deliberates relevant proposals, the related directors withdraw from voting, which complies with the provisions of relevant laws and regulations and the articles of Association; The implementation of this matter is conducive to the development of the company, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
It is hereby announced
China National Medicines Corporation Ltd(600511) March 17, 2022
