Securities code: Hainan Haiyao Co.Ltd(000566) securities abbreviation: Hainan Haiyao Co.Ltd(000566) Announcement No.: 2022015 Hainan Haiyao Co.Ltd(000566)
Announcement on providing guarantee for holding subsidiaries
The board of directors and all directors of the company guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special risk warning: the total amount of external guarantees provided by the company and its holding subsidiaries (all guarantees provided by the company to its holding subsidiaries or holding subsidiaries) exceeds 100% of the latest audited net assets; The amount of guarantee for units with an asset liability ratio of more than 70% (all guarantees for holding subsidiaries or between holding subsidiaries) exceeds 50% of the company’s latest audited net assets. The company does not guarantee the amount of units outside the consolidated statements, which reaches or exceeds 30% of the latest audited net assets. Please pay attention to the guarantee risk. 1、 Overview
Hainan Haiyao Co.Ltd(000566) (hereinafter referred to as “the company”) in order to ensure the operation and development needs of each subsidiary and meet the working capital needs of production and operation activities, the company and its holding subsidiaries intend to provide guarantee for the following holding subsidiaries for a period of 3 years from the date of deliberation and approval by the general meeting of shareholders. The amount of guarantee provided to each subsidiary is as follows:
Direct or indirect guarantee amount serial number guarantor guaranteed company
Shareholding ratio (10000 yuan)
1 Haikou Pharmaceutical Factory Co., Ltd. 100% 115000
2 Hainan Haiyao Co.Ltd(000566) Chongqing Tiandi Pharmaceutical Co., Ltd. 82.55% 10000
3 Co., Ltd. and Shanghai lishengte Medical Technology Co., Ltd. 84.67% 5000
4-Share subsidiary Hunan Lianqiao Yaodu Pharmaceutical Co., Ltd. 99.29% 30000
5 Yancheng Kaiyuan Pharmaceutical Chemical Co., Ltd. 56.32% 6000
Total 166000
Note: the estimated line of this review does not include the bank credit financing guarantee line that has been considered but not used in previous years, and the guarantee line that has been considered but not expired in previous years is still valid.
On March 21, 2022, the 22nd Meeting of the 10th board of directors of the company deliberated and adopted the proposal on providing guarantee for holding subsidiaries with 9 affirmative votes, 0 negative votes and 0 abstention votes, and authorized the management to sign relevant agreements.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and other normative documents, this guarantee needs to be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors.
2、 Basic information of guarantee object
（1） Company name: Haikou Pharmaceutical Factory Co., Ltd. (hereinafter referred to as “Haikou pharmaceutical factory”)
Unified social credit Code: 914 Bank Of Nanjing Co.Ltd(601009) 84090386d
Legal representative: Wang Junhong
Date of establishment: March 9, 1990
Registered capital: 562352031 million
Registered address: No. 192, Nanhai Avenue, Xiuying District, Haikou City, Hainan Province
Business scope: powder injections (including cephalosporins), freeze-dried powder injections, small volume injections (including antitumor drugs), tablets, capsules, granules (including cephalosporins and penicillins), dry suspensions (including cephalosporins and penicillins), soft capsules, dropping pills, APIs (paclitaxel, zinc acetate caproate, diammonium glycyrrhizinate, Yanhuning), product development, technical services, pretreatment and extraction of traditional Chinese medicine Hard capsule health food, class II psychotropic drugs (diazepam tablets), class II medical device production. (general business items shall be operated independently, and licensed business items shall be operated with relevant licenses or approval documents) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments.)
Equity structure: the company holds 100% equity of Haikou pharmaceutical factory
The company plans to provide a guarantee of 1150 million yuan for Haikou pharmaceutical factory, with a guarantee period of three years from the date of deliberation and approval by the general meeting of shareholders; Including this guarantee, the total amount of guarantee provided by the company for Haikou pharmaceutical factory shall not exceed 250 million yuan.
The main financial data are as follows:
Unit: Yuan
December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 367241006581383648089127
Total liabilities 288775687645311291431599
Total bank loans 1516202739 Wenfeng Great World Chain Development Corporation(601010) 55000000
Total current liabilities 266578120920294138224169
Total amount involved in contingencies 0.00 0.00
Net assets 7846531893672356657528
Debt ratio 78.63% 81.14%
December 31, 2020 (audited) September 30, 2021 (Unaudited)
Operating income 12068229212776970496598
Total profit -45035928361 -6139654072
Net profit -40118492069 -6108661408
（2） Company name: Chongqing Tiandi Pharmaceutical Co., Ltd. (hereinafter referred to as “Tiandi pharmaceutical”) unified social credit Code: 915 Tianjin Saixiang Technology Co.Ltd(002337) 56211481e
Legal representative: Shen Xinhui
Date of establishment: December 1, 2003
Registered capital: 53291637
Registered address: No. 1, Shenyang Road, Zhongzhou Avenue, Zhong County, Chongqing
Business scope: sterile APIs (ceftriaxone sodium, cefotaxin sodium, cefoxitin sodium, ceftizoxime sodium, meropenem, aztreonam, cefrazone sodium, donipenem, cefotiam hydrochloride, ceftizole sodium, Cefminox Sodium, cefpirome hydrochloride, cefathiamidine, cefmendozyme sodium); API (docetaxel (antitumor), paclitaxel (antitumor), ornithine aspartate, cefaclor, tibipenem axetil, esomeprazole sodium, capecitabine (antitumor)).
[operate according to the approved period of administrative license]; Production: granules (cephalosporins), powder injections (including cephalosporins), pharmaceutical intermediates (excluding dangerous chemicals and drugs); Preliminary processing and sales of plant extracts; Import and export of goods. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments), (except for projects that must be approved according to law, business activities can be carried out independently according to law with business license)
Equity structure: the company holds 82.55% equity of Tiandi pharmaceutical, and China agricultural development key construction fund Co., Ltd. holds 17.45% equity of Tiandi pharmaceutical.
Three years from the date of approval of the shareholders’ meeting of the company and the date of approval of the guarantee by the subsidiary, the guarantee period is 10000 yuan; Including this guarantee, the total amount of guarantee provided by the company for Tiandi pharmaceutical industry shall not exceed 1 million yuan.
The main financial data are as follows:
Unit: Yuan
December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 373519719861416919106558
Total liabilities 155988770043197155530329
Total bank loans 389000 Ping An Bank Co.Ltd(000001) 5900000000
Total current liabilities 149445660722191322499025
Total amount involved in contingencies 0
Net assets 217530949818219763576229
Debt ratio 41.76% 47.29%
December 31, 2020 (audited) September 30, 2021 (Unaudited)
Operating income 3935390772617453896543
Total profit -27584780263759471746
Net profit -27841339 Shenzhen Leaguer Co.Ltd(002243) 506411
（3） Shanghai lishengte Medical Technology Co., Ltd. (hereinafter referred to as “lishengte”)
Unified social credit Code: 91310107763347627p
Legal representative: sun Zengjun
Date of establishment: June 14, 2004
Registered capital: RMB 1646967 million
Address: No. 668, Qingdai Road, Pudong New Area, Shanghai
Business scope: technical consultation and technical services of medical devices, import and export business of goods and technologies, production of medical devices (limited to cochlear implants), and business of medical devices. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Equity structure: Hainan Haiyao Co.Ltd(000566) holds 84.67% of the equity of lisent, and other shareholders hold 15.33% of the equity.
The company and its holding subsidiaries intend to provide a guarantee of 50 million yuan for lishengte, with a guarantee period of three years from the date of deliberation and approval by the general meeting of shareholders; Including this guarantee, the total amount of guarantee provided by the company for lishengte is no more than
The main financial data are as follows:
Unit: Yuan
December 31, 2020 (audited) September 30, 2021 (Unaudited)
Total assets 3320804230335843450105
Total liabilities 1499755597917062604541
Total bank loans 30000 Shenzhen Zhenye(Group)Co.Ltd(000006) 500000000
current liabilities
