Securities code: 002107 securities abbreviation: Shandong Wohua Pharmaceutical Co.Ltd(002107) Announcement No.: 2022-010 Shandong Wohua Pharmaceutical Co.Ltd(002107)
Announcement on providing loan extension to holding 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、 Background overview
In order to meet the needs of the intelligent production technology transformation project of Liaoning wohua Kangchen Pharmaceutical Co., Ltd. (hereinafter referred to as Liaoning wohua Kangchen), a holding subsidiary of Shandong Wohua Pharmaceutical Co.Ltd(002107) (hereinafter referred to as the "company"), the seventh meeting of the sixth board of directors of the company considered and approved the proposal on providing loans to holding subsidiaries, and agreed to provide loans of no more than 150 million yuan to Liaoning wohua Kangchen, The loan interest rate is 4.35% per year and the service life is 24 months. Since April 2020, the company has successively provided a loan of 150 million yuan to Liaoning wohua Kangchen.
At present, the production and operation of Liaoning wohua Kangchen is normal. The main product Gushukang capsule / granule is one of the company's "four exclusive medical insurance pillar products". With its huge market potential and increasing brand influence, it has become a "gold single product" in the retail pharmacy market and is widely welcomed by retail terminals. In the first half of 2021, Gushukang capsule / granule ranked fourth in Chinese urban public, urban community, county-level public and township health bone pine proprietary Chinese medicine, and ranked first in Chinese urban retail pharmacies in 2021 (prediction data of intranet). In 2020, in order to cope with the surging market demand and expand the production capacity of Gushukang capsules / granules, Liaoning wohua Kangchen acquired a modern production base located in Donggang traditional Chinese medicine industrial park, and made efforts to drive other classic and famous traditional Chinese patent medicines with Gushukang capsules / granules, the "gold single product" of the core OTC exclusive products, so as to build a retail market-oriented OTC product group covering primary medical institutions. In the future, the company will concentrate resources to create the "golden single product" advantage of Gushukang capsule / granule, continue to develop the market of grade hospitals, highlight the calcium supplement research under the guidance of traditional Chinese medicine theory, compare with chemical agents, carry out more in-depth clinical research and enrich academic achievements. At the same time, adhere to the dual terminal drive of retail pharmacies and grass-roots medical institutions, continue to increase the investment in patient education activities, improve patient management, and improve the extensive cognition of traditional Chinese medicine in the treatment of osteoporosis. Therefore, Liaoning wohua Kangchen needs a large amount of long-term continuous investment, and a large amount of funds have been deposited for the acquisition of the modern production base of Donggang traditional Chinese medicine industrial park in 2020, and there is not enough self owned funds for follow-up investment in the short term. In order to support Liaoning wohuakangchen to build the "gold single product" advantage of Gushukang capsule / granule, the company has successively provided Liaoning wohuakangchen with a loan of 150 million yuan since April 2020, which strongly supports Liaoning wohuakangchen's strategy to build the "gold single product" advantage of Gushukang capsule / granule. In the face of complex and severe economic situation and competitive pressure, the company and Liaoning wohua Kangchen need to continue to maintain strategic concentration, deeply tap the huge potential of existing varieties, especially exclusive products, give full play to the "flywheel effect" of correct strategy, and make the existing excellent varieties to the extreme, so as to drive the improvement of the company's performance. Therefore, the company will continue to tilt resources to support Liaoning wohua Kangchen's strategy of building the "gold single product" advantage of Gushukang capsule / granule. In order to promote the performance development of Liaoning wohua Kangchen, the company plans to extend the above borrowings and the use period of funds for 60 months. The loan extension provided to the holding subsidiary is the loan extension provided by the company to the subsidiary alone. Since Qingdao kangjisheng Investment Co., Ltd., a minority shareholder of Liaoning wohua Kangchen, is a related party of the company, according to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, this matter involves related party transactions, When the board of directors deliberates and votes, the related directors shall withdraw from voting. The extension of the company's loan to the holding subsidiary needs to be submitted to the general meeting of shareholders for deliberation, and the related shareholders need to avoid voting.
2、 Basic information of the borrower and other shareholders' obligations
(I) basic information of the borrower
1. Name of borrower: Liaoning wohua Kangchen Pharmaceutical Co., Ltd
2. Company type: limited liability company
3. Registered address: No. 177, Zhenyang street, Qianyang Town, Donggang City, Dandong City, Liaoning Province
4. Legal representative: Zhao Bingxian
5. Date of establishment: April 30, 2002
6. Registered capital: 24 million yuan
7. Business scope: extraction of traditional Chinese medicine, manufacture of granules, hard capsules, pills and tablets, and import and export of goods (except for items prohibited by laws and regulations, and items restricted by laws and regulations can be operated only after obtaining a license) Decoction pieces of traditional Chinese medicine (including those prepared by purification, cutting, wine roasting, salt roasting, ginger roasting, vinegar roasting, honey roasting, oil roasting, steaming, boiling, simmering, scalding, charcoal making, frost making and direct oral administration). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
8. Shareholders and their shareholdings:
Name of shareholder contribution amount (10000 yuan) contribution proportion
1 Shandong Wohua Pharmaceutical Co.Ltd(002107) 1,224.00 51.00%
2 Qingdao kangjisheng Investment Co., Ltd. 823.20 34.30%
3 Kangchen Pharmaceutical Co., Ltd. 352.80 14.70%
Total 2400.00 100.00%
9. Main financial indicators:
As of December 31, 2021, Liaoning wohua Kangchen had total assets of 420.494 million yuan and net assets of 89.25 million yuan 920000 yuan; In 2021, the operating revenue was 22681 840000 yuan, with a net profit of -18.6761 million yuan.
3、 Main contents of loan agreement
(I) loan principal: RMB 150 million
(II) term: 60 months
(III) interest rate: 7.3% per annum
(IV) purpose: Liaoning wohua Kangchen intelligent production technology transformation project
(V) loan settlement and interest payment arrangement: repay the principal when due and pay the interest quarterly
(VI) guarantee: Liaoning wohua Kangchen provides guarantee with its owned land, plant and all production equipment as collateral
(VII) effectiveness of the agreement: it shall take effect from the date of approval by the general meeting of shareholders of the company.
4、 Risk prevention measures
The company holds 51% of the equity of Liaoning wohua Kangchen, absolutely controls Liaoning wohua Kangchen, and implements the control mode of centralized control and unified allocation of funds. The company can implement effective business control, fund management and risk control for Liaoning wohua Kangchen. If adverse factors are found or judged, the company will take corresponding measures in time to control or reduce risks, Ensure the safety of funds.
5、 Impact on the company
The capital source of the company's loan extension provided to the holding subsidiary this time is the company's own funds, which are mainly used for the needs of Liaoning wohua Kangchen intelligent production technology transformation project. The loan conditions are fair, have no adverse impact on the company's production, operation and asset status, and there is no damage to the interests of the company and shareholders.
6、 Opinions of the board of directors
The board of directors of the company believes that the overall operation of Liaoning wohua Kangchen is stable. This loan is to improve the production capacity of Liaoning wohua Kangchen, promote the development of business and reduce its financing cost. The company's internal control system is perfect, which can effectively manage it and control risks. The board of directors of the company agreed to extend the company's separate loan of 150 million yuan to Liaoning wohua Kangchen, and submitted the matter to the general meeting of shareholders for deliberation.
7、 Opinions of independent directors
Prior to the submission to the board of directors for consideration of the extension of the loan to the holding subsidiary, the independent directors expressed their prior approval opinion that the loan provided by the company to the holding subsidiary Liaoning wohua Kangchen is a normal business behavior and the company can obtain income. Since Qingdao kangjisheng Investment Co., Ltd., the other shareholder of Liaoning wohua Kangchen, is a related party of the company, it does not provide loans to Liaoning wohua Kangchen in the same proportion this time. The company provides loans to Liaoning wohua Kangchen alone, which constitutes a related party transaction, and the decision-making procedures for related party transactions shall be performed. Therefore, it is agreed to submit the matter to the board of directors of the company for deliberation.
When the board of directors deliberated on the matter, the independent directors expressed independent opinions that the extension of the company's loan to Liaoning wohua Kangchen is conducive to reducing the financing cost of Liaoning wohua Kangchen, improving the efficiency of capital use, will not affect the normal production and operation of the company, will not have a significant adverse impact on the company's financial and operating conditions, and the relevant decision-making procedures are legal and compliant, There is no situation that damages the interests of the company's shareholders, especially the minority shareholders. Therefore, it is agreed that the company will extend the loan of RMB 150 million to Liaoning wohua Kangchen separately, and submit the matter to the general meeting of shareholders for deliberation.
8、 Opinions of the board of supervisors
The board of supervisors of the company believes that the extension of the loan to the holding subsidiary is in line with the needs of the company's strategic development, and the risk is within the controllable range, in line with the company law, the articles of association, the stock listing rules of Shenzhen Stock Exchange, the self discipline supervision guidance of Shenzhen listed companies No. 1 - standardized operation of companies listed on the main board and other relevant provisions, There is no situation that damages the interests of the company and all shareholders and will not have an adverse impact on the production and operation of the company. It is agreed that the company will extend the loan of 150 million yuan to Liaoning wohua Kangchen separately, and submit the matter to the general meeting of shareholders for deliberation.
9、 Accumulated amount of financial assistance provided to foreign parties and overdue amount
As of the date of this announcement, the balance of financial assistance provided by the company to Liaoning wohua Kangchen is 247 million yuan. In addition to providing financial assistance to Liaoning wohua Kangchen, the company and its subsidiaries do not provide other external financial assistance, and there is no overdue recovery.
10、 Documents for future reference
(I) resolutions of the 17th meeting of the 6th board of directors of the company;
(II) resolutions of the 15th meeting of the 6th board of supervisors of the company;
(III) prior approval and independent opinions of independent directors on relevant matters.
It is hereby announced.
Shandong Wohua Pharmaceutical Co.Ltd(002107) board of directors January 19, 2002
