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Announcement of Jilin Zixin Pharmaceutical Co., Ltd. on providing guarantee for wholly-owned subsidiaries
Stock code: 002118 Securities abbreviation: Zixin Pharmaceutical Announcement No.: 2014-030
Jilin Zixin Pharmaceutical Co., Ltd.
Announcement on guarantees for wholly-owned subsidiaries
The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
I. Overview of guarantees
On April 17, 2014, the 14th meeting of the 5th Board of Directors of Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as the “Company”) reviewed and approved “Applying separately to the wholly-owned subsidiary to apply to Yanbian Branch of Jilin Bank Co., Ltd. Proposal on Loan and Providing Guarantee, agrees that Jilin Zixin Chuyuan Pharmaceutical Co., Ltd. (hereinafter referred to as “Chaoyuan Pharmaceutical”) applied to the Yanbian Branch of Jilin Bank Co., Ltd. for a working capital loan of not more than RMB 90 million, agreeing to Jilin Cao Dandan Pharmaceutical Co., Ltd. (hereinafter referred to as “Grass Huadan Pharmaceutical”) applied to the Yanbian Branch of Jilin Bank Co., Ltd. for a working capital loan of no more than RMB 110 million. The above loan is used for its supplementary liquidity, and the loan term is one. In the year, the loan method is land use right and property mortgage, and the company provides joint liability guarantee for the guarantee period. The guarantee period is the debt performance period agreed by the “Loan Contract” signed by Chuyuan Pharmaceutical, Cao Huadan Pharmaceutical and Jilin Bank Yanbian Branch. Two years from the date of expiration.
The voting result of the above proposal was 7 votes in favor, 0 abstentions and 0 votes against. This guarantee does not constitute a connected transaction and does not need to be submitted to the company's general meeting of shareholders for consideration.
Second, the basic situation of the guarantor
1. Name of the sponsor: Jilin Zixin Chuyuan Pharmaceutical Co., Ltd.
Established: June 13, 2010
Address: Yanbian Prefecture Xinxing Industrial Concentration Zone
Legal representative: He Yu
Registered capital: 20 million yuan
Business Scope: Processing and sales of proprietary Chinese medicines and chemical pharmaceutical preparations (production and business activities are strictly prohibited before obtaining licenses or approval documents); ginseng acquisition, sales, rough processing, production of beverages (juice and vegetable juices) (valid until 2015) September 9); import and export trade permitted by laws and regulations (operating after filing); production: Chinese herbal medicines, direct consumption of pieces, Chinese medicine extracts, confectionery products (candies), tea-containing products and substitute teas (substitute teas, Instant tea), beverages (juice and vegetable juices, solid beverages, other beverages), preserves (not permitted by laws, regulations and the State Council); licensed business projects are operated with valid licenses or approval documents; general business projects Can choose to operate independently). (Projects subject to approval according to law may be operated after approval by relevant departments.)〓
Equity structure: The company holds 100% of shares
Main financial indicators: As of December 31, 2013, the total assets were 792,623,730.94 yuan, the total amount was 483,888,451.51 yuan, and the total net assets was 308,735,279.43 yuan. In 2013, the company achieved operating income of RMB 10,391,560.29 and net profit of RMB -4,777,533.82.
2. Name of the sponsor: Jilin Grass and Dan Pharmaceutical Co., Ltd.
Established: February 08, 2002
Address: No. 9 Industrial Zone, Economic Development Zone, Dunhua City
Legal representative: Fang Yong
Registered capital: 50 million yuan
Business scope: processing and sales of proprietary Chinese medicines, Chinese herbal medicines, chemical preparations, food processing and sales, alcohol, liquor and beverages, knitwear processing, advertising, breeding, and import and export business within the scope permitted by laws and regulations** *〓.
Equity structure: The company holds 100% of shares
Main financial indicators: As of December 31, 2013, the total assets were 785,101,028.27 yuan, the total amount was 178,400,587.15 yuan, and the total net assets were 606,700,441.12 yuan. In 2013, the company achieved operating income of RMB 82,726,373.38 and net profit of RMB 10,519,526.10.
Third, the main content of the guarantee contract
According to the maximum guarantee contract that the company and Jilin Bank Co., Ltd. Yanbian Branch intends to sign, the company will provide a joint liability guarantee of up to 90 million yuan for Chuanyuan Pharmaceutical Loan and a maximum amount of 11,000 for Cao Huadan Pharmaceutical Loan. The joint liability guarantee of 10,000 yuan is guaranteed for two years from the date when the contractual performance period agreed by Chuanyuan Pharmaceutical, Jilin Huadan Pharmaceutical and Jilin Branch Co., Ltd. Yanbian Branch signed the “Loan Contract”.
Fourth, the board of directors
The board of directors of the company believes that the application for loans by Chuyuan Pharmaceutical and Caohuadan Pharmaceutical is mainly to meet the capital needs of its production and operation, and the company provides guarantees for it, in line with the company's strategic development requirements. Chuyuan Pharmaceutical and Cao Dandan Pharmaceutical have stable financial status and good business prospects. The company holds 100% equity of Chuyuan Pharmaceutical and Caohuadan Pharmaceutical, and has absolute control over its daily operations. The financial risk is within the controllable scope of the company, and it is reasonable to provide guarantees for it, which will not affect the company's ability to continue operations and will not harm the interests of the company and its shareholders.
V. Cumulative amount of external guarantee and amount of overdue guarantee
As of the date of this announcement, the company's accumulated external guarantee amount was 530 million yuan, all of which were guarantees of the company's holding subsidiaries, accounting for 31.04% of the company's audited net assets at the end of 2013, with no overdue guarantee.
VI. Documents for reference
Resolution of the 14th meeting of the fifth board of directors of Jilin Zixin Pharmaceutical Co., Ltd.
Jilin Zixin Pharmaceutical Co., Ltd. Board of Directors
April 18, 2014