Stock Code: Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) stock abbreviation: Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) Announcement No.: 2022011
Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513)
With regard to the announcement of mutual guarantee between the company and its subsidiaries and between subsidiaries, 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 legal responsibility for the authenticity, accuracy and integrity of its contents in accordance with the law. Important content tips: ● guarantee amount: it is estimated that the total guarantee amount between Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) (hereinafter referred to as "the company" or "the company") and its wholly-owned subsidiaries and wholly-owned subsidiaries will not exceed RMB 500 million within 18 months from the date of deliberation and approval at the second meeting of the third board of directors. ● guaranteed persons: the company, its wholly-owned subsidiaries Sichuan sunshine Runhe Pharmaceutical Co., Ltd., Tibet Runhe Pharmaceutical Co., Ltd., Sichuan Qingmu Pharmaceutical Co., Ltd., Chengdu shuode Pharmaceutical Co., Ltd., Chengdu Youluo Biotechnology Co., Ltd. and Youluo Biology (Shanghai) Co., Ltd. ● cumulative amount of overdue external guarantee: none. ● there is no counter guarantee in this guarantee. ● this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of guarantee
(I) basic information
On March 28, 2022, the company held the second meeting of the third board of directors, deliberated and approved the proposal on applying for comprehensive credit line from banks and other financial institutions. In 2022, the company and its wholly-owned subsidiaries intend to apply for comprehensive credit line of no more than RMB 500 million from banks and other financial institutions. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement on applying for comprehensive credit line from banks and other financial institutions disclosed by the designated media.
In order to ensure the smooth implementation of the above comprehensive credit financing scheme, according to the operation and development needs of the company and its subsidiaries, and on the premise of ensuring standardized operation and controllable risk, the company plans to provide guarantee for its wholly-owned subsidiaries (including between wholly-owned subsidiaries) within the above comprehensive credit line, and accept the guarantee provided by its wholly-owned subsidiaries for the company. The total amount of mutual guarantee between wholly-owned subsidiaries and subsidiaries shall not exceed RMB 500 million. The guarantee methods include but are not limited to bank credit, L / C issuance, bank acceptance bill, trade financing, letter of guarantee guarantee, performance guarantee and other financial guarantee methods, which shall be subject to the actually signed agreement.
(II) decision making procedure
The company held the second meeting of the third board of directors and the second meeting of the third board of supervisors on March 28, 2022, deliberated and adopted the proposal on mutual guarantee between the company and its subsidiaries and between subsidiaries, and the independent directors expressed their agreed independent opinions. This guarantee is within the decision-making authority of the board of directors of the company and can be exempted from being submitted to the general meeting of shareholders of the company for deliberation.
The validity period of the above guarantee matters is 18 months from the date of deliberation and approval at the second meeting of the third board of directors of the company. For the specific guarantee matters within this limit, the chairman is authorized to be specifically responsible for signing relevant guarantee agreements with financial institutions from the date of approval of the proposal on guarantee matters by the board of directors, and the board of directors will not be convened for deliberation.
2、 Basic information of the guaranteed
The guarantors other than the company are as follows:
(I) Sichuan Qingmu Pharmaceutical Co., Ltd
1. Registered address: No. 55, south section of Shunjiang Avenue, Dongpo Economic Development Zone, Meishan City, Sichuan Province
2. Registered capital: 80 million yuan
3. Legal representative: yuan Mingxu
4. Business scope: production and sales of APIs, pharmaceutical technology consulting, pharmaceutical technology transfer, business information consulting, pharmaceutical product research and development, sales of chemical products, import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
5. Relationship with the company: a wholly-owned subsidiary of the company
6. Main financial indicators audited by Zhonghui Certified Public Accountants (special general partnership):
As of December 31, 2021: the total assets are 242741 million yuan, the total liabilities are 547442 million yuan, the net assets are 1879968 million yuan, the operating income in 2021 is 1625529 million yuan, and the net profit is 284016 million yuan.
(II) Tibet Runhe Pharmaceutical Co., Ltd
1. Registered address: Tibetan Green Industrial Park, Golmud City, Qinghai Province
2. Registered capital: 12 million yuan
3. Legal representative: Wu Jiabao
4. Business scope: wholesale of drugs; Research and development of pharmaceutical products; Medical technology transfer; Medical technology services; Import and export of goods; Technology import and export business; Business information consulting and sales; Chemical reagents and consumables (excluding hazardous chemicals), instruments and meters. (items that must be approved according to law can only be carried out after being approved by relevant departments)
5. Relationship with the company: a wholly-owned subsidiary of the company
6. Main financial indicators audited by Zhonghui Certified Public Accountants (special general partnership):
As of December 31, 2021: the total assets are 2736237 million yuan, the total liabilities are 939489 million yuan, the net assets are 1796748 million yuan, the operating income in 2021 is 5808477 million yuan, and the net profit is 348723 million yuan.
(III) Sichuan sunshine Runhe Pharmaceutical Co., Ltd
1. Registered address: floors 1-3, building 4, No. 8, Xiyuan Avenue, hi tech Zone, Chengdu
2. Registered capital: 20 million yuan
3. Legal representative: Chen zenggui
4. Business scope: Wholesale: biochemical drugs, biological products (excluding preventive biological products), chemical APIs, Chinese patent medicines, chemical pharmaceutical preparations and antibiotic preparations (operated within the validity period with the drug business license); Business information consultation (excluding securities, futures, finance and investment consultation); Research and development of pharmaceutical products; Medical technology transfer; Medical technology services; Import and export trade of goods and technologies (excluding those prohibited by the state or involving administrative examination and approval); Sales: chemical reagents and consumables (excluding hazardous chemicals), instruments and meters. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
5. Relationship with the company: a wholly-owned subsidiary of the company
6. Main financial indicators audited by Zhonghui Certified Public Accountants (special general partnership):
As of December 31, 2021: the total assets are 458029 million yuan, the total liabilities are 8.7562 million yuan, and the net assets are 370467 million yuan. In 2021, the operating income is 707871 million yuan and the net profit is 2.1721 million yuan.
(IV) Chengdu shuode Pharmaceutical Co., Ltd
1. Registered address: Chengdu Tianfu international biological city (No. 18, Section 2, biological city middle road, Shuangliu District)
2. Registered capital: 850 million yuan
3. Legal representative: Yuan Xiaojun
4. Business scope: licensed items: drug production; Wholesale of drugs; Drug retail; Import and export of drugs; Import and export of goods; Technology import and export; Category III medical device business (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: Category I medical device sales; Sales of class II medical devices; Medical research and experimental development; Research and development of biochemical product technology; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Information technology consulting services; Enterprise management consulting (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
5. Relationship with the company: a wholly-owned subsidiary of the company
6. Main financial indicators audited by Zhonghui Certified Public Accountants (special general partnership):
As of December 31, 2021: the total assets are 1046532900 yuan, the total liabilities are 172559200 yuan, the net assets are 873973700 yuan, there is no operating income in 2021, and the net profit is 208500 yuan. (V) Chengdu Youluo Biotechnology Co., Ltd
1. Registered address: No. 1, floor 3, building 1, No. 366, north section of Hupan Road, Tianfu new area, Chengdu, China (Sichuan) pilot Free Trade Zone
2. Registered capital: 200 million yuan
3. Legal representative: Zhang Daming
4. Business scope: biotechnology development, technical consultation, technical service and technology transfer; Medical research and experimental development. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). 5. Relationship with the company: a wholly-owned subsidiary of the company
6. Main financial indicators audited by Zhonghui Certified Public Accountants (special general partnership):
7. As of December 31, 2021: the total assets are 177038400 yuan, the total liabilities are 1306300 yuan, the net assets are 1757321 million yuan, there is no operating income in 2021, and the net profit is -7.9455 million yuan. (VI) Youluo biological (Shanghai) Co., Ltd
1. Registered address: Floor 2, building 5, No. 2168, Chenhang Road, Minhang District, Shanghai
2. Registered capital: 120 million yuan
3. Legal representative: Zhang Daming
4. Business scope: general projects: engaged in technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion in the fields of biotechnology and pharmaceutical science and technology; Medical research and experimental development; Non residential real estate leasing. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
5. Relationship with the company: a wholly-owned subsidiary of the company
6. Main financial indicators audited by Zhonghui Certified Public Accountants (special general partnership):
As of December 31, 2021: the total assets are 9.9947 million yuan, the total liabilities are 315700 yuan, and the net assets are 9.679 million yuan. There is no operating income in 2021, and the net profit is -321000 yuan.
3、 Main contents of the guarantee agreement
At present, the above-mentioned relevant entities have not signed the relevant guarantee agreement, and the total amount of the above-mentioned guarantee is only the expected amount. The above-mentioned guarantee needs to be reviewed and approved by the bank or relevant institutions, and the signing time shall be subject to the actually signed agreement.
The operation and management of the company will select the best financing method according to the operation ability and capital demand of the company and its subsidiaries, combined with the market conditions and financing business arrangements, and perform relevant guarantee matters in strict accordance with the authorization of the board of directors. For other matters beyond the scope of authorization, the company will perform the decision-making procedures separately.
The authorization period of the above guarantee matters shall be valid within 18 months from the date of deliberation and approval at the second meeting of the third board of directors of the company.
4、 Reasons and necessity of guarantee
The above guarantee matters are to ensure the production and operation needs of the company and relevant wholly-owned subsidiaries, and the amount is expected in combination with the current business situation, which meets the actual needs of the company's overall production and operation, helps to meet the needs of the company's daily capital use and expanding business scope, and helps to improve the overall financing efficiency of the company. The guaranteed objects are all wholly-owned subsidiaries within the scope of the company's consolidated statements, with stable production and operation, no overdue guarantee, controllable guarantee risk and no damage to the interests of the company and shareholders.
5、 Opinions of the board of directors
All directors agreed that the mutual guarantee provided by the company and its subsidiaries (including between subsidiaries) meets the actual needs of the company's overall production and operation, helps to meet the needs of the company's daily capital use and expanding business scope, and helps to improve the overall financing efficiency of the company. The guaranteed objects are all wholly-owned subsidiaries within the scope of the company's consolidated statements, with stable production and operation and no overdue guarantee matters. The guaranteed objects have sufficient ability to repay debts, the guarantee risk is controllable, there is no transfer of resources or transfer of interests, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
6、 Opinions of the board of supervisors
The board of supervisors believes that this guarantee is a necessary guarantee based on the daily operation and business development needs of the company and its wholly-owned subsidiaries, which meets the actual needs of the operation and development of the company and its subsidiaries. The external subjects involved in this guarantee are all wholly-owned subsidiaries of the company, with good credit status. The company has absolute control and can effectively control and prevent guarantee risks. The decision-making procedure of this guarantee complies with the provisions of relevant laws and regulations, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
7、 Opinions of independent directors
The guarantee ability of the subsidiary company and the subsidiary company is absolutely necessary to prevent the external financing, and the guarantee ability of the subsidiary company is consistent with the requirements of the directors. The guarantee ability of the subsidiary company and the subsidiary company is absolutely necessary to prevent the external financing, and the guarantee ability of the subsidiary company is consistent with the relevant business development, Meet the needs of the company's normal operation and development. We believe that the proposal of the guarantee plan is reasonable and in line with the provisions of relevant laws and regulations. The implementation of the proposal does not damage the interests of the company and all shareholders, especially minority shareholders.
8、 Cumulative guarantee amount
Up to now, the balance of external guarantee of the company is 0 million yuan, and the company has no overdue external guarantee.
9、 Documents for future reference
(I) resolutions of the second meeting of the third board of directors of the company;
(II) resolutions of the second meeting of the third board of supervisors of the company;
(III) independent opinions of the company's independent directors on matters related to the second meeting of the third board of directors. It is hereby announced.
Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) board of directors
March 29, 2022
