Securities code: 002019 securities abbreviation: Yifan Pharmaceutical Co.Ltd(002019) Announcement No.: 2022-008 Yifan Pharmaceutical Co.Ltd(002019)
Progress announcement on providing guarantee for wholly-owned 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.
1、 Overview of guarantee
(I) basic information of guarantee
Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as "the company") signed the maximum guarantee contract with China Minsheng Banking Corp.Ltd(600016) Hefei Branch (hereinafter referred to as " China Minsheng Banking Corp.Ltd(600016) Hefei Branch") on January 13, 2022 due to the business development needs of the wholly-owned subsidiary Hefei Yifan biomedical Co., Ltd. (hereinafter referred to as "Yifan biology"), Agree to provide joint and several liability guarantee for the debt formed by Yifan biology and China Minsheng Banking Corp.Ltd(600016) Hefei Branch, with the maximum guarantee amount of RMB 180 million.
According to the follow-up work arrangement, Yifan biology and China Minsheng Banking Corp.Ltd(600016) Hefei Branch will sign specific relevant business contracts within the above maximum guarantee limit.
(II) consideration of guarantee
The 16th meeting of the 7th board of directors held on March 29, 2021 and the 2020 annual general meeting of shareholders held on April 27, 2021 considered and adopted the proposal on the application of the company and its holding company for credit line to financial institutions and guarantee line within the scope of the company's consolidated statements, It is agreed that the company and the holding company apply to financial institutions for comprehensive credit financing with a total line of no more than RMB 4 billion (or equivalent foreign currency), and apply for mutual guarantee between companies (including newly established or included subsidiaries within the credit period) included in the company's consolidated statements, with a total guarantee line of no more than RMB 3.5 billion (or equivalent foreign currency), For details, see the announcement on the resolution of the 16th meeting of the seventh board of directors (Announcement No.: 2021-023) disclosed by the company in the securities times, Securities Daily, Shanghai Securities News and cninfo.com on March 31, 2021 and April 28, 2021 According to the announcement on the application of the company and its holding company to financial institutions for credit line and guarantee line within the scope of the company's consolidated statements (Announcement No.: 2021-027) and the announcement on the resolution of the 2020 annual general meeting of shareholders (Announcement No.: 2021-041), this guarantee is within the guarantee period and guarantee line approved by the above board of directors and general meeting of shareholders.
2、 Basic information of the guaranteed
Company name: Hefei Yifan biomedical Co., Ltd
Registration date: November 26, 2003
Registered address: intersection of Jinxiu Avenue and qinglongtan Road, economic and Technological Development Zone, Hefei, Anhui
Legal representative: ye Yiqun
Registered capital: three hundred and fifteen thousand yuan only
Business scope: research and development of biotechnology and drugs, technology development and transfer, technical consulting and services, enterprise management consulting, enterprise marketing planning, market research planning, business consulting, pharmaceutical academic exchange, pharmaceutical intermediary services and business auxiliary services; Market consultation and promotion services; Conference and exhibition services; Health care management consultation; Advertising design, production, agency and release; Wholesale of Chinese patent medicine, Chinese medicinal materials, Chinese herbal pieces, chemical drug preparations, chemical raw materials, antibiotics, biochemical drugs, biological products, psychotropic drugs (limited to class II), protein assimilation preparations and peptide hormones; Wholesale of prepackaged food and health food; Wholesale of medical devices (class I, class II and class III); Sales of in vitro diagnostic reagents, disinfection products, sanitary products and pharmaceutical intermediates (except dangerous chemicals, MCCs and precursor chemicals); Sales of chemical raw materials and products (excluding dangerous goods), packaging materials, mechanical equipment and accessories, and daily necessities; Warehousing and logistics (warehousing, receipt and delivery management, regional distribution) (excluding dangerous goods); Import and export trade (excluding products and technologies restricted by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship between the guaranteed and the company: a wholly-owned subsidiary of the company
The main financial indicators of the guarantor in the latest year:
Unit: 10000 yuan
Subject: December 31, 2020 September 30, 2021
(audited) (Unaudited)
Total assets 253909.42 249369.92
Total liabilities 106840.9 115075.80
Net assets 147068.53 134294.12
Subject year 2020 (audited) January September 2021 (Unaudited)
Operating income 243795.37 175479.84
Total profit 10078.78 8640.71
Net profit 8105.89 6720.90
Yifan creature is not a dishonest person.
3、 Main contents of guarantee agreement
Contract Name: maximum guarantee contract
Guarantor: Yifan Pharmaceutical Co.Ltd(002019)
Debtor: Hefei Yifan biomedical Co., Ltd
Creditor: China Minsheng Banking Corp.Ltd(600016) Hefei Branch
Maximum guarantee amount: 180 million yuan only
Guarantee scope: principal of principal creditor's right and its interest, default interest, compound interest, liquidated damages and damages, And expenses for realizing creditor's rights and security rights (including but not limited to legal fees, execution fees, preservation fees, preservation guarantee fees, safekeeping fees of guaranteed property, arbitration fees, notarization fees, identification fees, service fees, announcement fees, lawyer fees, travel expenses, double interest during the period of delayed performance of effective legal documents and all other reasonable expenses payable).
Guarantee method: irrevocable joint and several liability guarantee
Guarantee period: three years from the expiration date of the debt performance period under the specific business
4、 Opinions of the board of directors
The above matters have been deliberated and adopted at the 16th meeting of the 7th board of directors held on March 29, 2021 and the 2020 annual general meeting of shareholders held on April 27, 2021.
This guarantee is within the guarantee period and guarantee amount approved by the board of directors and the general meeting of shareholders.
Yifan biology is a wholly-owned subsidiary of the company. The company provides joint and several liability guarantee for its financing, which is required for its normal business activities. Its operation is stable, its solvency is good, the financial risk guaranteed is within the controllable range of the company, and the subject qualification of the guaranteed object The credit status and the approval procedures for external guarantee comply with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, which will not have an adverse impact on the development of the company, and there is no violation of the relevant provisions of the CSRC and the articles of association.
Yifan biology did not provide counter guarantee for the above guarantee.
5、 Accumulated external guarantee quantity and expected external guarantee
As of the disclosure date of this report, after deducting the fulfilled and due guarantees, the cumulative external guarantee balance of the company and its holding subsidiaries after the new guarantee is RMB 3.029 billion (including this one), accounting for 35.89% of the company's audited net assets in 2020, which are mutual guarantees between the company and its wholly-owned subsidiaries or wholly-owned subsidiaries. The company and its holding subsidiaries did not provide guarantees for units outside the scope of the consolidated statements, nor did they have the accumulated amount of overdue guarantees, the amount of guarantees involved in litigation and the amount of losses to be borne due to the judgment of losing the guarantee.
It is hereby announced.
Yifan Pharmaceutical Co.Ltd(002019) board of directors January 14, 2022
