Securities code: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) stock abbreviation: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) No.: Lin 2022043 bond Code: 143422 bond abbreviation: 18 Fuyao 01
Bond Code: 155067 bond abbreviation: 18 Fuyao 02
Bond Code: 175708 bond abbreviation: 21 Fuyao 01
Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd
Announcement on renewal and new guarantee amount
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 (abbreviation and definition are the same as the text):
This guarantee
It is proposed to submit to the general meeting of shareholders for approval that the renewal and new guarantee amount of the group shall not exceed the equivalent of RMB 3.1 million, including: (1) the company is the holding subsidiary, and the holding subsidiary provides guarantee for the company or between the holding subsidiaries (Note: the holding subsidiary refers to the wholly-owned and non wholly-owned holding subsidiary including the holding subsidiary with asset liability ratio of more than 70% (including this number)); And (2) the company or its holding subsidiary provides guarantee for its performance obligations with its own assets.
● guaranteed balance
As of March 22, 2022, the amount of the group’s actual external guarantee (excluding the situation that the company or its holding subsidiary provides guarantee for its own performance obligations with its own assets) is equivalent to about 2126908 million yuan (converted according to the central parity rate of RMB against US dollar and RMB against Euro published by the people’s Bank of China on March 22, 2022, the same below), Accounting for about 54.27% of the group’s audited net assets attributable to shareholders of listed companies on December 31, 2021.
● whether there is counter guarantee in this guarantee
For the guarantee under this renewal and new guarantee limit, if the guaranteed party is a non wholly-owned subsidiary of the company, in principle, the group will only bear the guarantee liability with the proportion of equity / equity held by it; For the guarantee exceeding the proportion of equity / equity held by the group, other shareholders of the guaranteed party or the guaranteed party must provide necessary counter guarantee.
● cumulative number of overdue guarantees
As of March 22, 2022, the group had no overdue guarantee.
1、 Overview of guarantee
According to the business plan of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. (hereinafter referred to as “the company”) and its holding subsidiaries / units (hereinafter referred to as “the group”) in 2022 and reviewed and approved by the 66th meeting (regular meeting) of the eighth board of directors of the company, it is proposed to submit to the general meeting of shareholders for approval. Since the date of approval of the general meeting of shareholders in 2021, the renewal and new guarantee limit of the group shall not exceed the equivalent of RMB 3.1 million, To include: (1) the company is the holding subsidiary, and the holding subsidiary provides guarantee for the company or between the holding subsidiaries (Note: the holding subsidiary refers to the wholly-owned and non wholly-owned holding subsidiary / unit the holding subsidiary / unit with an asset liability ratio of more than 70% (including the number), the same below), and (2) the company or the holding subsidiary provides guarantee for its own performance obligations with its own assets; The above guarantee period shall be subject to the agreement. Of which:
1. Where the company is a holding subsidiary and a holding subsidiary provides guarantee for the company or between holding subsidiaries:
(1) The total amount of guarantee provided for the guaranteed party whose asset liability ratio is less than 70% (excluding this amount) shall not exceed the equivalent of RMB 2432 million;
(2) The total amount of guarantee provided for the guaranteed party with an asset liability ratio of more than 70% (including this amount) shall not exceed the equivalent of RMB 5854 million.
If, according to the needs of business development, the balance of the above guarantee amount provided for the guaranteed party with an asset liability ratio of more than 70% (including this amount) remains unused, the amount can be adjusted to provide guarantee for the holding subsidiary with an asset liability ratio of less than 70% (excluding this amount).
The preliminary estimates of such guarantees are as follows (due to the large number of holding subsidiaries and possible increase or decrease due to M & a disposal and other reasons, the actual situation shall prevail):
Unit: RMB 10000
The guaranteed party (all holding subsidiaries of the company) is expected to renew and increase the guarantee amount and the debt term (no more than)
Fosun Industrial (Hong Kong) Co., Ltd. 12 Shenzhen Quanxinhao Co.Ltd(000007) years
Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) Industrial Development Co., Ltd. 700000 years
The guaranteed party (all holding subsidiaries of the company) is expected to renew and increase the guarantee amount and the debt term (no more than)
Shanghai Fuhong Hanlin biopharmaceutical Co., Ltd. 300000 years
Shanghai Fosun Health Technology (Group) Co., Ltd. 250000 years
Shanghai Fuhong Hanlin biomedical Co., Ltd. 200000 years
Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Xuzhou) Co., Ltd. 4 Shenzhen Ecobeauty Co.Ltd(000010) years
Jiangsu Xingnuo Pharmaceutical Technology Co., Ltd. 40000 years
Fosun medical holdings AB 280003 years
Shandong Erye Pharmaceutical Co., Ltd. 27000 years ago
Fosun Pharmaceutical Ag 260007 years
Chongqing fuchuang Pharmaceutical Research Co., Ltd. 25000 years
Shanghai kaimao biomedical Co., Ltd. 25000 years
Fosun Beiling (Beijing) Medical Technology Co., Ltd. 250007 years
Yueyang Guangji hospital Co., Ltd. 2400015 years
Dalian yalifeng biopharmaceutical Co., Ltd. 21000, 2010
Xuzhou Xingchen women’s and children’s Hospital Co., Ltd. for 15 years
Suqian Zhongwu hospital Co., Ltd. for 15 years
Fosun antkin (Chengdu) biopharmaceutical Co., Ltd. 20000 years
Shanghai Fusheng Pharmaceutical Technology Development Co., Ltd. 7000 years
Hengenix biotech, Inc. 6400 7
Shanghai Jingbao Biotechnology Co., Ltd. 5000 3 years
Fosun hongchuang (Suzhou) Pharmaceutical Technology Co., Ltd. 5000 years
Fosun Lingzhi (Shanghai) Pharmaceutical Technology Co., Ltd. 3000 3 years
For the guarantee under this renewal and new guarantee limit, if the guaranteed party is a non wholly-owned subsidiary of the company, in principle, the group will only bear the guarantee liability with the proportion of equity / equity held by it; For the guarantee exceeding the proportion of equity / equity held by the group, other shareholders of the guaranteed party or the guaranteed party must provide necessary counter guarantee.
2. Within the renewed and newly increased guarantee limit approved by the general meeting of shareholders (i.e. no more than the equivalent of RMB 3.1 million) and in addition to the amount actually used in Item 1 above, the company or its holding subsidiaries can provide guarantee for their performance obligations with their own assets according to the actual business needs.
The validity period of this renewal and new guarantee limit shall be from the date of adoption of the 2021 annual general meeting of shareholders to the earliest of the following two dates:
1. The date of the 2022 annual general meeting of shareholders of the company;
2. The date on which any general meeting of shareholders of the company passes a resolution to revoke or change the authorization mentioned in this proposal.
At the same time, it is proposed to request the general meeting of shareholders to authorize the management of the company and / or its authorized persons to determine and adjust the specific guarantee matters and sign relevant legal documents according to the actual business needs within the above approved amount.
2、 Basic information of the guaranteed party
1. Fosun industry (Hong Kong) Co., Ltd. (hereinafter referred to as “Fosun industry”)
Fosun industrial was founded in September 2004, and the chairman of the board of directors is Yao Fang. The business scope of Fosun industry includes foreign investment, sales and consulting services of Chinese and Western medicines, diagnostic reagents and medical devices, as well as related import and export business. As of the date of this announcement, the company holds 100% equity of Fosun industry.
According to the management statement of Fosun industry (prepared in accordance with Hong Kong accounting standards, unaudited and single caliber), as of December 31, 2020, the total assets of Fosun industry were US $192255 million, the shareholders’ equity was US $800.86 million and the total liabilities were US $112169 million (including us $945.57 million in bank loans and US $493.93 million in current liabilities); In 2020, Fosun industry realized an operating revenue of US $5.85 million and a net profit of US $90.44 million.
According to the management statement of Fosun industry (prepared in accordance with Hong Kong accounting standards, single standard and Unaudited), as of September 30, 2021, the total assets of Fosun industry were US $205147 million, the shareholders’ equity was US $854.56 million and the total liabilities were US $119691 million (including us $724.19 million in bank loans and US $931.36 million in total current liabilities); From January to September 2021, Fosun industry realized an operating revenue of US $286.32 million and a net profit of US $45.94 million.
2. Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) Industry Development Co., Ltd. (hereinafter referred to as ” Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry”)
Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry was established in November 2001 and its legal representative is Wu Yifang Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry’s business scope includes licensed items: drug wholesale; Import and export of goods; Technology import and export; Entrusted production of drugs (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments); General projects: industrial investment, investment in the pharmaceutical industry, technology development, technical consultation, technology transfer and technical services in the field of biotechnology, research and development of drugs, chemical reagents and medical devices, and sales of drug testing instruments, special pharmaceutical equipment, packaging materials and products (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). As of the date of this announcement, the registered capital of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry is RMB 2253308000, and the company holds 100% equity of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry.
Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership) Shanghai Branch (single standard), as of December 31, 2020, the total assets of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry were about 1406733 million yuan, shareholders’ equity was about 435289 million yuan, and total liabilities were about 971444 million yuan (including bank loans of about 145313 million yuan and total current liabilities of about 400995 million yuan); In 2020, Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry achieved an operating revenue of about RMB 212.25 million and a net profit of about RMB 69.09 million.
According to the management statement of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry (single caliber, Unaudited), as of September 30, 2021, the total assets of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry were 1557856 million yuan, the shareholders’ equity was 472801 million yuan, and the total liabilities were 1085055 million yuan (including 153328 million yuan of bank loans and 575952 million yuan of current liabilities); From January to September 2021, Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry realized an operating revenue of RMB 424.54 million and a net profit of RMB 19527
