Securities code: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) securities abbreviation: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) Announcement No.: 2022013
About Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332)
The holding subsidiary Guangzhou Pharmaceutical Co., Ltd. applied to the bank
Comprehensive credit line and its wholly-owned subsidiary banks
Announcement on providing guarantee for comprehensive credit line
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:
● Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) (the “company”) and its wholly-owned and holding subsidiaries, the holding subsidiary of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) (the “company”) holding 72.74% of the shares, intend to apply to the bank for a comprehensive credit line of no more than 2588 million yuan (RMB, the same below) and a loan term of no more than (including) three years according to the needs of production and operation funds, The validity period of the loan contract is from the date of deliberation and approval of the annual general meeting of shareholders to the date of the next annual general meeting of shareholders.
● due to the high asset liability ratio, some wholly-owned subsidiaries of pharmaceutical companies need to be guaranteed by pharmaceutical companies to apply for comprehensive credit lines from banks. The guaranteed Guangyao (Zhuhai Hengqin) pharmaceutical import and Export Co., Ltd. and Guangyao Shaanxi Pharmaceutical Co., Ltd. are wholly-owned subsidiaries of the pharmaceutical company (“the above wholly-owned subsidiaries”).
● amount of this guarantee: the amount of guarantee provided to the above wholly-owned subsidiaries is 45 million yuan. As of the date of this announcement, the guarantee balance actually provided by the pharmaceutical company for its wholly-owned subsidiary was 102.7 million yuan.
● whether there is counter guarantee in this guarantee: no counter guarantee
● cumulative overdue amount of external guarantee: no overdue guarantee
1、 Overview of bank comprehensive credit line and guarantee
(I) basic information of bank comprehensive credit line
According to the needs of production and operation funds, the pharmaceutical company and its wholly-owned and holding subsidiaries plan to apply to the bank for a loan with a comprehensive credit line of no more than 2588 million yuan, with a loan term of no more than (including) three years. The validity of the loan contract is from the date of deliberation and approval of the annual general meeting to the date of the next annual general meeting.
(II) basic information of guarantee
Restricted by the high asset liability ratio, some wholly-owned subsidiaries of pharmaceutical companies need to be guaranteed by pharmaceutical companies to apply for comprehensive credit lines from banks. The total amount of guarantee provided by pharmaceutical companies for some wholly-owned subsidiaries to apply for comprehensive credit lines from banks this time is no more than RMB 45 million (listed in the table below). The validity period of the approved guarantee contract is from the date of deliberation and approval of the annual general meeting to the date of the next annual general meeting. The specific guarantee period shall be subject to the contract.
Amount of guarantee to be provided nature of enterprise name of enterprise (10000 yuan)
Guangyao (Zhuhai Hengqin) pharmaceutical import and export 35000
Wholly owned subsidiary Co., Ltd
Guangyao Shaanxi Pharmaceutical Co., Ltd
Total 45000
(III) internal decision-making procedures for the performance of this guarantee
The above guarantee matters have been deliberated and approved by the 19th meeting of the 8th board of directors of the company. The independent directors have reviewed the matter in advance and expressed independent opinions, which will be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of the guaranteed
(I) basic information of the guaranteed
1. Company name: Guangzhou Pharmaceutical (Zhuhai Hengqin) pharmaceutical import and Export Co., Ltd
Guangyao (Zhuhai Hengqin) pharmaceutical import and Export Co., Ltd. is a wholly-owned subsidiary of the pharmaceutical company. Its registered place is Zhuhai City, Guangdong Province. Its legal representative is Zhu Zhenyu, with a registered capital of 8 million yuan. Its main business is the sales of drugs, medical devices, veterinary drugs, health food, formula food for special medical purposes, chemical reagents and additives.
The financial data of Guangyao (Zhuhai Hengqin) pharmaceutical import and Export Co., Ltd. are as follows:
(unit: 10000 yuan)
December 31, 2021
(audited)
Total assets 998568
Total liabilities 831399
Including: total bank loans 0
Asset liability ratio 83.26%
Total current liabilities 727410
Net assets 167169
Operating income 1038289
Net profit 535.06
At present, Guangyao (Zhuhai Hengqin) pharmaceutical import and Export Co., Ltd. operates normally and has no major contingencies affecting its solvency.
2. Company name: Guangyao Shaanxi Pharmaceutical Co., Ltd
Guangyao Shaanxi Pharmaceutical Co., Ltd. is a wholly-owned subsidiary of the pharmaceutical company. Its registered place is Xi’an, Shaanxi Province. Its legal representative is Xu Youheng, with a registered capital of 87.5 million yuan. Its main business is the sales of drugs and medical devices such as proprietary Chinese medicine, traditional Chinese medicine and traditional Chinese Medicine pieces. The financial data of Guangyao Shaanxi Pharmaceutical Co., Ltd. are as follows:
(unit: RMB 10000)
December 31, 2021
(audited)
Total assets 7390619
Total liabilities 6073244
Including: total bank loans 895985
Asset liability ratio 82.18%
Total current liabilities 6035453
Net assets 1317375
Operating income 10704496
Net profit -611.64
At present, Guangyao Shaanxi Pharmaceutical Co., Ltd. operates normally and has no major contingencies affecting its solvency.
(II) affiliated relationship or other relationship between the guaranteed and the listed company
The above companies are wholly-owned subsidiaries of pharmaceutical companies, a holding subsidiary of the company with a shareholding of 72.74%.
3、 Main contents of the guarantee agreement
1. Guarantee type: credit guarantee;
2. Guarantee method: joint and several liability guarantee;
3. Guarantee period: the validity period of the renewal guarantee contract is: from the date of deliberation and approval of the annual general meeting of shareholders to the date of the next annual general meeting of shareholders;
4. Guarantee amount: RMB 45 million;
5. Counter guarantee: no counter guarantee.
4、 Opinions of the board of directors
After review, the board of directors of the company believes that: the pharmaceutical company applied for the loan line from the bank and provided guarantee for the comprehensive credit line of some wholly-owned subsidiaries to meet the capital needs of enterprise development, fulfilled the legal procedures and embodied the principles of integrity, fairness and impartiality; At the same time, the above wholly-owned subsidiaries operate normally and have good credit status. As a shareholder, the pharmaceutical company can timely grasp the daily operation status of the above wholly-owned subsidiaries, have significant decision-making power over its bank credit line, and control the guarantee risk to the greatest extent. The above matters are in line with the overall interests of the company.
5、 Opinions of independent directors
The independent directors of the company have expressed their approval opinions on this matter. The independent directors believe that: the pharmaceutical company, the holding subsidiary of the company, provides comprehensive bank credit guarantee line for some of its wholly-owned subsidiaries in order to meet the capital needs of enterprise development, fulfill legal procedures, reflect the principles of integrity, fairness and impartiality, and there is no behavior damaging the interests of the company and shareholders, especially small and medium-sized shareholders.
6、 Accumulated external guarantees and overdue guarantees
As of the disclosure date of this announcement, the total amount of external guarantees (excluding guarantees to subsidiaries) of the company and its subsidiaries (“the group”) was about RMB 10000, accounting for 0% of the latest audited net assets of the company (December 31, 2021); The total amount guaranteed by the group to its subsidiaries is about 102.7 million yuan, accounting for 0.36% of the company’s latest audited net assets; The group has no overdue guarantee.
It is hereby announced.
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) board of directors March 18, 2022
