Securities code: Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) securities abbreviation: Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Announcement No.: 2022018 Wanbangde Pharmaceutical Holding Group Co.Ltd(002082)
Announcement on providing financial assistance to holding subsidiaries and their 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.
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) (hereinafter referred to as "the company") in order to meet the capital needs of the company's holding subsidiary Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Medical Technology Co., Ltd. (hereinafter referred to as " Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) medical"), in accordance with the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies and other relevant provisions, without affecting the normal production and operation, The company plans to provide financial assistance of no more than RMB 50 million to its holding subsidiaries with its own funds. The relevant matters are hereby announced as follows
1、 Overview of financial assistance
1. Recipients and amount of financial assistance
Unit: RMB 10000
The company providing financial assistance receives the amount of financial assistance proposed by the financial assistance company
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical Holding Group Co., Ltd
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Medical Technology Co., Ltd
Limited company
Total 5000
2. Main purpose and use of funds
The financial support provided by the company for Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) medical technology is mainly used to supplement the working capital required for the production and operation of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) medical technology and its subsidiaries and pay other funds directly or indirectly related to the production and operation.
The financial assistance provided by the company to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) medical technology is subject to total amount control and recycling, that is, after providing financial assistance, the corresponding amount is deducted from the total amount, and the amount is restored after return.
3. Capital use rate: the annual borrowing rate is 5%, which is higher than the company's maximum borrowing rate of 4.36% in 2021. 4. Term of use of funds: one year from the date of adoption of the general meeting of shareholders deliberating this proposal.
5. Approval procedure: on April 13, 2022, the company held the 15th meeting of the 8th board of directors, deliberated and adopted the proposal on providing financial assistance to holding subsidiaries and their subsidiaries, in which the affiliated directors Zhao Shouming and Zhuang Hui avoided voting. The independent directors of the company have expressed their independent opinions on this matter, which need to be submitted to the general meeting of shareholders of the company for deliberation. At the same time, it is proposed to request the general meeting of shareholders to authorize the company's operation and management to sign the agreements related to the financial assistance, the payment of financial assistance and the signing of supplementary agreements on outstanding matters.
2、 Basic information of financial aid recipients
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Medical Technology Co., Ltd
1. Legal representative: Zhao Shouming
2. Enterprise type: limited liability company
3. Date of establishment: January 12, 2016
4. Registered capital: RMB 200 million
5. Registered address: west side of Baizhang Road, Chengdong street, Wenling City, Taizhou City, Zhejiang Province (in Wenling Huichuang Bearing Co., Ltd.)
6. Business scope: general items: medical research and experimental development; Sales of class I medical devices; Production of class I medical devices; Sales of class II medical devices; Daily mask (non-medical) sales; Daily mask (non-medical) production; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Production of special labor protection articles; Sales of special labor protection articles; Production of industrial textile products; Sales of manufactured textile products for industrial use (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: production of class II medical devices; Class III medical device business; Production of class III medical devices; Import and export of goods; Technology import and export (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results).
7. Main financial indicators:
Unit: RMB 10000
Project year 2021 to 2020
Total assets 25278072615215
Total liabilities 552359524748
Net assets 19754482090467
Operating income 249406 789.75
Operating profit -117438 -101.25
Net profit -115020 -54.07
8. Ownership structure:
Company name, shareholders and shareholding ratio
Wenling Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Health Technology Co., Ltd. (51%)
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Investment Co., Ltd. (30%)
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Medical Technology Co., Ltd
Zhao Shouming (11.40%)
Zhuang Hui (60.7%)
9. Association with listed companies: Zhao Shouming and Zhuang Hui are the actual controllers of the company, and Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Investment Co., Ltd. is the holding subsidiary of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Group Co., Ltd., the controlling shareholder of the company.
10. Latest credit rating status: good credit status.
3、 Other minority shareholders receiving financial assistance
Except for the above-mentioned minority shareholders, there are no other minority shareholders in the holding subsidiaries. Minority shareholders of holding subsidiaries did not provide financial assistance in the same proportion of their capital contributions.
4、 Explanation and risk prevention measures of other shareholders failing to provide financial assistance in the same proportion
The financial assistance provided by the company to its holding subsidiaries is carried out without affecting its normal operation. In view of the fact that the funded object is the holding subsidiary within the scope of the company's consolidated statements, the company can effectively control its business, finance, fund management and other risks, and its current operation is stable, its financial condition is good, and the amount of financial assistance is small, Therefore, other shareholders of the holding subsidiary did not provide financial assistance in the same proportion. At the same time, the company will strengthen the internal control of its subsidiaries to ensure the safety of the company's funds.
5、 Opinions of the board of directors
The board of Directors believes that the financial assistance provided by the company to its holding subsidiaries is conducive to solving the capital needs of its business development and implementing the strategic layout of the company's medical device business. The objects of the financial assistance are the holding subsidiaries within the scope of merger. The company can fully grasp its asset quality and operation, and understand its industry prospect, solvency and so on. Therefore, the board of directors of the company believes that the risk of providing financial assistance to the holding subsidiary is within the controllable range, and there is no situation damaging the interests of the company and its shareholders.
6、 Opinions of independent directors
The independent directors believe that we have recognized in advance before submitting this matter to the board of directors for deliberation. The financial assistance provided by the company to the holding subsidiary is carried out without affecting its normal operation, which helps to ensure the capital demand for the business development of the holding subsidiary and reduce the overall financing cost of the company. The financial assistance charges for the use of funds, and the provision of financial assistance complies with the provisions of relevant laws and regulations. The voting procedure is legal and effective, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. It is agreed that the company will provide financial assistance to its holding subsidiaries and their subsidiaries.
7、 Accumulated amount of external assistance and overdue amount of assistance
As of the date of this announcement, the balance of financial assistance provided by the company to foreign companies (including holding subsidiaries within the consolidation scope) was 55100800 yuan.
There is no overdue financial assistance provided by the company, and there is no financial assistance provided to units and individuals other than holding subsidiaries.
8、 Documents for future reference
1. Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) the resolution of the 15th meeting of the 8th board of directors;
2. Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) independent directors' independent opinions on matters related to the 15th meeting of the 8th board of directors.
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) board of directors
April 14, 2002
