Securities code: 002923 securities abbreviation: Zhuhai Rundu Pharmaceutical Co.Ltd(002923) Announcement No.: 2022-001
Zhuhai Rundu Pharmaceutical Co.Ltd(002923)
Announcement on the progress of the company applying for loans from banks and being guaranteed by wholly-owned 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 loans and guarantees
Zhuhai Rundu Pharmaceutical Co.Ltd(002923) (hereinafter referred to as “the company” or “the company”) convened the eighth meeting of the Fourth Board of directors, the eighth meeting of the Fourth Board of supervisors and the first extraordinary general meeting of shareholders in 2021, and deliberated and adopted the proposal for the company and its subsidiaries to apply for comprehensive credit and loans from banks. On December 23, 2021, the company signed the fixed assets loan contract and the maximum mortgage contract with Industrial And Commercial Bank Of China Limited(601398) Zhuhai Jinwan sub branch (hereinafter referred to as ” Industrial And Commercial Bank Of China Limited(601398) Jinwan sub branch”), with the loan amount of RMB 173 million; Zhuhai mintong Pharmaceutical Co., Ltd. (hereinafter referred to as “mintong pharmaceutical”), a wholly-owned subsidiary of the company, signed the maximum guarantee contract with Industrial And Commercial Bank Of China Limited(601398) Jinwan sub branch to provide joint and several liability guarantee for the above loan business of the company in the bank, with a maximum guarantee amount of no more than RMB 230 million.
Mintong pharmaceutical, a wholly-owned subsidiary, has agreed to provide joint and several liability guarantee for the above loan business between the company and Industrial And Commercial Bank Of China Limited(601398) Jinwan sub branch through the resolution approval procedure of its shareholders’ meeting. According to the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions, this guarantee does not need to be submitted to the board of directors or the general meeting of shareholders for deliberation. The details are as follows:
2、 Progress of loan and guarantee
On December 23, 2021, the company and Industrial And Commercial Bank Of China Limited(601398) Jinwan sub branch signed the fixed assets loan contract (Contract No.: 2021 Jinwan sub branch guyuzi No. rd1218) and the maximum amount mortgage contract (Contract No.: 2021 Jinwan sub branch zdzi No. rd1218), with a loan amount of RMB 173 million and a loan term of 8 years. On December 23, 2021, mintong pharmaceutical, a wholly-owned subsidiary of the company, signed the maximum guarantee contract with Industrial And Commercial Bank Of China Limited(601398) Jinwan sub branch (Contract No.: 2021 Jinwan sub branch Zhibao Zi No. rd1218). Mintong pharmaceutical provided joint and several liability guarantee of no more than RMB 230 million for the loan of the company.
(i) Main contents of fixed assets loan contract and maximum mortgage contract
1. Borrower and mortgagor: Zhuhai Rundu Pharmaceutical Co.Ltd(002923)
Lender and mortgagee: Industrial And Commercial Bank Of China Limited(601398) Zhuhai Jinwan sub branch
2. Loan amount: 173 million yuan
3. Loan term: 8 years
4. Purpose of loan: it is used for the construction of “preparation workshop capacity upgrading construction phase I” project, equipment purchase and replacement as the liability fund formed for the construction of the project.
5. Collateral: Zhuhai Rundu Pharmaceutical Co.Ltd(002923) the land under the name of Zhuhai Rundu Pharmaceutical Co.Ltd(002923) located in Qingwan area, Sanzao Town, Jinwan District, Zhuhai City and Zhuhai Rundu Pharmaceutical Co.Ltd(002923) on the west side of Jichang North Road (ownership certificate: Yue Fang Di Quan Zheng Zhu Zi No. 0200017805), and the company’s phase II class a warehouse I, class a warehouse II, class a warehouse I, storage yard II, synthesis workshop, storage yard I, utility building, No. 6, Jichang North Road, Sanzao Town, Jinwan District, Zhuhai City The ownership certificates of the tank farm are: Yue (2017) Zhuhai immovable property No. 0019469, Yue (2017) Zhuhai immovable property No. 0019468, Yue (2017) Zhuhai immovable property No. 0019467, Yue (2017) Zhuhai immovable property No. 0019466, Yue (2017) Zhuhai immovable property No. 0019465, Yue (2017) Zhuhai immovable property No. 0019464 Yue (2017) Zhuhai real estate property right No. 0019463) and the projects under construction of the company located in Qingwan area, Sanzao Town, Jinwan District, Zhuhai and the west side of Airport North Road.
（2） Main contents of maximum guarantee contract
1. Guarantor: Zhuhai mintong Pharmaceutical Co., Ltd. (hereinafter referred to as “Party B”)
Creditor: Industrial And Commercial Bank Of China Limited(601398) Zhuhai Jinwan sub branch (hereinafter referred to as “party a”)
Debtor: Zhuhai Rundu Pharmaceutical Co.Ltd(002923) (hereinafter referred to as the “debtor”)
2. Guaranteed principal creditor’s rights:
The principal creditor’s right guaranteed by Party B is within the maximum balance of RMB 2300000000.00 (in words: RMB 230 million only) from December 21, 2021 to June 30, 2030 (including the start date and expiration date of the period).
3. Scope of guarantee:
The guarantee scope of the maximum guarantee contract includes the principal, interest, compound interest, penalty interest, liquidated damages, damages and other expenses of the main creditor’s right, as well as the expenses for realizing the creditor’s right (including but not limited to legal fees, lawyer’s fees, etc.).
4. Guarantee mode: joint and several liability guarantee.
5. Guarantee period: three years from the day after the expiration of the loan term under the autonomous contract; If Party A announces the early maturity of the loan according to the provisions of the main contract, the guarantee period shall be three years from the next day of the early maturity date of the loan.
3、 Accumulated external guarantee of the company
The guarantee amount provided by the wholly-owned subsidiary to the listed company is RMB 230 million.
As of the disclosure date of this announcement, the total amount of external guarantees of the company is RMB 45 million, all of which are guarantees provided by the company to wholly-owned subsidiaries, accounting for 43.34% of the company’s latest audited net assets, of which the actual amount of guarantees provided by the company to wholly-owned subsidiaries is RMB 337 million, accounting for 32.46% of the company’s latest audited net assets. In addition to the above guarantees, there is no guarantee provided by the company to units or individuals other than wholly-owned subsidiaries and wholly-owned subsidiaries, and there is no overdue external guarantee and guarantee litigation.
4、 Documents for future reference
1. Fixed assets loan contract, maximum mortgage contract and maximum guarantee contract.
It is hereby announced.
Zhuhai Rundu Pharmaceutical Co.Ltd(002923) board of directors
January 6, 2022
