Securities code: 600196 stock abbreviation: Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) No.: lin2022-013 bond Code: 143020 bond abbreviation: 17 Fuyao 01
Bond Code: 143422 bond abbreviation: 18 Fuyao 01
Bond Code: 155067 bond abbreviation: 18 Fuyao 02
Bond Code: 155068 bond abbreviation: 18 Fuyao 03
Bond Code: 175708 bond abbreviation: 21 Fuyao 01
Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd
Announcement on providing guarantee for holding 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of the guarantor: Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) Industry Development Co., Ltd. (hereinafter referred to as ” Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) ” industry “) this guarantee
Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. (hereinafter referred to as “the company”) intends to provide the maximum amount of joint and several liability guarantee for the debts under the financing business of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry, the holding subsidiary, to Shanghai Pudong Development Bank Co.Ltd(600000) Changning sub branch (hereinafter referred to as ” Shanghai Pudong Development Bank Co.Ltd(600000) “).
As of January 19, 2022, including this guarantee, the actual external guarantee amount of the group (i.e. the company and its holding subsidiaries / units, the same below) is equivalent to about 2105.02 million yuan at the exchange rate of January 19, 2022 (the middle rate of US dollar to RMB and euro to RMB published by the people’s Bank of China, the same below), Accounting for about 56.90% of the group’s audited net assets attributable to shareholders of listed companies on December 31, 2020; Including: the actual amount of guarantee for Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry of the group is about 5969.89 million yuan. The above group guarantee has been approved by the general meeting of shareholders of the company.
There is no counter guarantee in this guarantee
As of January 19, 2022, the group had no overdue guarantee.
1、 Overview of guarantee
On January 19, 2022, the company signed the maximum guarantee contract with Shanghai Pudong Development Bank Co.Ltd(600000) (hereinafter referred to as the “guarantee contract”), and the company provided the maximum joint and several liability guarantee for the debts under the financing business applied by Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry from January 19, 2022 to January 18, 2025 (hereinafter referred to as the “debt determination period”), The total principal amount of such financing debts shall not exceed the equivalent of RMB 760 million.
The 2020 general meeting of shareholders of the company considered and approved the proposal on the renewal and new guarantee amount of the group, It is agreed that the renewal and new guarantee amount of the group shall not exceed the equivalent of RMB 2.8 million (including the guarantee provided by the company for the holding subsidiary / unit and the holding subsidiary / unit for the company or between the holding subsidiaries / units; note: the holding subsidiary includes wholly-owned and non wholly-owned holding subsidiaries (including the holding subsidiary with asset liability ratio of more than 70%); Meanwhile, the management of the company and / or its authorized persons are authorized to determine and adjust specific guarantee matters and sign relevant legal documents according to the actual business needs within the newly increased guarantee amount reported and approved above. This guarantee is within the above limit approved by the general meeting of shareholders.
2、 Basic information of the guaranteed
Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry was established in November 2001, registered in Shanghai, and the legal representative is Wu Yifang. The business scope of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry includes licensed projects: drug wholesale; Import and export of goods; Technology import and export; Entrusted production of drugs. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments). General projects: industrial investment, investment in the pharmaceutical industry, engaged in technology development, technical consultation, technology transfer and technical services in the field of biotechnology, R & D of drugs, chemical reagents and medical devices, drug testing instruments, special pharmaceutical equipment 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). As of the date of this announcement, the registered capital of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry is RMB 2253.308 million, and the company holds 100% equity of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry.
Audited by Ernst & Young Huaming Certified Public Accountants (special general partnership) Shanghai Branch (single caliber), as of December 31, 2020, the total assets of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry were about 14067.33 million yuan and the shareholders’ equity was about 4352.89 million yuan, Total liabilities are about RMB 9714.44 million (including bank loans of about RMB 1453.13 million and total current liabilities of about RMB 4009.95 million); In 2020, Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry realized an operating revenue of about RMB 212.25 million and a net profit of about RMB 69.09 million.
According to the management statement of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry (Unaudited and single caliber), as of September 30, 2021, the total assets of Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry were about 15578.56 million yuan and the shareholders’ equity was about 4728.01 million yuan, Total liabilities are about RMB 10850.55 million (including total bank loans of about RMB 1533.28 million and total current liabilities of about RMB 5759.52 million); From January to September 2021, Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry realized an operating revenue of about RMB 424.54 million and a net profit of about RMB 195.27 million.
3、 Main contents of guarantee contract
1. The company shall provide the maximum amount of joint and several liability guarantee for the debts incurred under various financing businesses handled by Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry with Shanghai Pudong Development Bank Co.Ltd(600000) during the debt determination period, and the total principal of such financing debts shall not exceed the equivalent of RMB 760 million. The guarantee scope includes the debt principal, interest and other payable expenses that Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry should repay / pay to Shanghai Pudong Development Bank Co.Ltd(600000) according to the agreement.
2. The guarantee method is the maximum joint and several liability guarantee.
3. The guarantee period shall be 3 years from the date of expiration of the performance period of each debt. If the repayment obligation of a single debt is performed by installments, the guarantee period shall be 3 years after the expiration of the last repayment period of the debt. If an extension agreement is reached on the debt performance period, the guarantee period shall end three years after the expiration of the debt performance period re agreed in the extension agreement.
4. The guarantee contract shall be governed by and construed in accordance with the laws of the people’s Republic of China.
5. The guarantee contract shall come into force as of the date of signature and seal by both parties.
4、 Opinions of the board of directors
Since this guarantee occurs between the company and its holding subsidiary and the guarantee risk is relatively controllable, the board of directors of the company agrees to the above guarantee.
5、 Accumulated external guarantees and overdue guarantees
As of January 19, 2022, including this guarantee, the actual external guarantee amount of the group was equivalent to about 21050.02 million yuan at the exchange rate on January 19, 2022, accounting for about 56.90% of the group’s audited net assets attributable to shareholders of listed companies on December 31, 2020; Including: the actual amount of guarantee for Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) industry of the group is about 5969.89 million yuan.
As of January 19, 2022, the group had no overdue guarantee.
It is hereby announced.
Board of directors of Shanghai Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) Co., Ltd. January 19, 2002
