Securities code: Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) securities abbreviation: Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Announcement No.: 2022017 Wanbangde Pharmaceutical Holding Group Co.Ltd(002082)
Announcement on the company’s 2022 annual guarantee plan
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”) held the 15th meeting of the 8th board of directors on April 13, 2022, deliberated and adopted the proposal on the company’s 2022 annual guarantee plan, and now the relevant matters are announced as follows:
1、 Overview
According to the company’s business objectives in 2022 and the financing plans of its subsidiaries in 2022, the company plans to provide an unconditional guarantee for the financing of its subsidiaries Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. and Wenling Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Health Technology Co., Ltd. to banks and other financial institutions in combination with its own credit status.
(I) guarantee provided by the company for subsidiaries
The total amount of guarantee (including counter guarantee) provided by the company for subsidiaries in this year does not exceed RMB 1.1 billion. Within the scope of the total guarantee amount, the company will adjust the guarantee object and guarantee amount according to the actual financing situation. The actual guarantee amount, type, method and term shall be subject to the approval of the financial institution. The details of the planned guarantee are as follows: 1. The guarantee for subsidiaries with asset liability ratio less than 70% is as follows:
Guarantee amount of the company type of the guarantor and the guaranteed party
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical Holding Group Co., Ltd. Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd., a wholly-owned subsidiary of RMB 600 million
limited company
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical Holding Group Co., Ltd., a wholly-owned subsidiary of Wenling Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Health Technology Co., Ltd., RMB 500 million
limited company
Total 1.1 billion yuan
2. The validity period of this guarantee authorization is from the date of adoption of the general meeting of shareholders deliberating this proposal to the date of holding the annual general meeting of shareholders in 2022.
3. The board of directors requests the general meeting of shareholders to authorize the chairman of the company to sign relevant legal documents within the guarantee limit.
According to the notice on regulating the external guarantee behavior of listed companies and the articles of association of the CSRC, this guarantee does not constitute a connected transaction, and this matter needs to be submitted to the general meeting of shareholders of the company for deliberation. 2、 Basic information of the guaranteed
1. Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. (hereinafter referred to as ” Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical”)
Address: No. 28, Baizhang Road North, Taizhou City, Zhejiang Province
Company type: limited liability company
Legal representative: Zhao Shouming
Registered capital: 360 million yuan only
Date of establishment: July 29, 2002
Business scope: licensed items: drug production; Production of class III medical devices; Category III medical device business (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results). General items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of chemical products (excluding licensed chemical products); Sales of industrial textile products; Instrument sales; Sales of packaging materials and products (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license). (the business premises of the branch are located at No. 18, Beisha Road, Shitang Town, Wenling City, Taizhou City, Zhejiang Province)
Main financial data:
Unit: 10000 yuan
Project year 2021 to 2020
Total assets 2130918017553040
Total liabilities 71750626271471
Net assets 1413411811281569
Operating income 1 Yango Group Co.Ltd(000671) 19543150
Operating profit 34194212935631
Net profit 28524732563808
Relationship with listed companies: Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical is a wholly-owned subsidiary directly holding 100% equity of the company. Latest credit rating status: the credit status of the guaranteed is good.
2. Wenling Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Health Technology Co., Ltd. (hereinafter referred to as ” Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) health”)
Address: west side of Baizhang Road, Chengdong street, Wenling City, Taizhou City, Zhejiang Province (first floor of Wenling Huichuang Bearing Co., Ltd.)
Company type: limited liability company
Legal representative: Zhao Shouming
Registered capital: 50 million yuan only
Date of establishment: July 23, 2019
Business scope: R & D, manufacturing and sales of health food, drugs, class I medical devices, class II medical devices, class III medical devices and cosmetics; Use the Internet to sell food, drugs, class I medical devices, class II medical devices, class III medical devices and cosmetics. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Main financial data:
Unit: 10000 yuan
Project year 2021 to 2020
Total assets 148647646584320
Total liabilities 82688576258257
Net assets 6595907326062
Operating income 179.98 170.39
Operating profit -187742 -765.64
Net profit -415.03 -824.36
Relationship with listed companies: Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) health is a wholly-owned subsidiary directly holding 100% equity of the company.
Latest credit rating status: the credit status of the guaranteed is good.
3、 Main contents of the guarantee agreement
Part of the amount of this guarantee plan is based on the actual financing situation. The authorization procedure is performed for the guarantee matters existing in the previous year. The relevant guarantee agreement has not been signed for the proposed guarantee matters. The main contents of the guarantee agreement will be determined according to the loan contract signed after the final negotiation between the company and its subsidiaries and relevant financial institutions, and the final actual guarantee amount will not exceed the guarantee amount granted this time.
4、 Opinions of the board of directors
This guarantee plan is to meet the financing needs of the company in the operation process in 2022, and will not have an adverse impact on the company or affect the company’s ability to continue operating, There is no violation of the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) of the CSRC.
The company has absolute control over the daily production and operation activities of its subsidiaries. The production and operation activities of its subsidiaries are in a normal state and have good solvency. The guarantee risks of the company or its subsidiaries are small and will not damage the interests of the company and small and medium-sized investors.
5、 Opinions of independent directors
After verification, the independent directors believe that the guarantee plan of the company is to meet the normal production and operation needs of the company and its subsidiaries, enhance the planning and rationality of the company’s external guarantee behavior, improve the company’s loan efficiency and reduce the overall financing cost. The guarantee is in line with relevant regulations, and the decision-making procedure is legal and effective. Therefore, we agree to this guarantee plan.
6、 Accumulated external guarantees and overdue guarantees
By the end of 2021, the company’s external guarantee balance was RMB 448 million, accounting for 17.24% of the company’s audited net assets in 2021. In addition to the above guarantees, the company and its subsidiaries have no other external guarantees, and there are no overdue guarantees, guarantees involving litigation, or losses due to the judgment of losing the guarantee.
7、 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 opinions on matters related to the 15th meeting of the 8th board of directors.
It is hereby announced.
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) board of directors
April 14, 2002
