Securities code: 688506 Securities abbreviation: Baili Tianheng Announcement No.: 2025-019
Sichuan Baili Tianheng Pharmaceutical Co., Ltd
About the 2025 annual application for comprehensive credit from financial institutions by the company and its subsidiaries
and provide a notice of guarantee
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
● Name of the guarantor: Sichuan Baili Tianheng Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), the Company's wholly-owned subsidiaries: Sichuan Baili Pharmaceutical Co., Ltd. (hereinafter referred to as "Baili Pharmaceutical"), Chengdu Baili Duote Biopharmaceutical Co., Ltd. (hereinafter referred to as "Duote Bio"), Sichuan Guorui Pharmaceutical Co., Ltd. (hereinafter referred to as "Guorui Pharmaceutical"), Lhasa Xinbo Pharmaceutical Co., Ltd. (hereinafter referred to as "Lhasa Xinbo").
● On the basis of the total amount of guarantees in 2024, the new relationship between the company and each wholly-owned subsidiary in 2025
The amount of additional guarantees shall not exceed RMB 6 billion, and as of the disclosure date of this announcement, in addition to the guarantees of wholly-owned subsidiaries to the Company, the total balance of the Company's guarantees to wholly-owned subsidiaries and the relevant guarantees between wholly-owned subsidiaries is RMB 538 million, and there is no guarantee for companies outside the scope of the merger.
● Whether there is a counter-guarantee for this guarantee: None
● This matter is subject to submission to the Company's 2024 Annual General Meeting of Shareholders for consideration.
1. Overview of the guarantee
(1) Basic information of the guarantee
In order to meet the capital needs of the Company and its wholly-owned subsidiaries for business development, combined with the Company's 2025 development plan, the Company and its wholly-owned subsidiaries intend to apply for a comprehensive credit line of no more than RMB 6 billion from financial institutions, which can be recycled during the validity period, and provide mutual guarantees for financing within the comprehensive credit line with an estimated total amount of no more than RMB 6 billion, including but not limited to non-working capital loans, working capital loans, banker's acceptance bills, medium and long-term loans, letters of credit, Letter of guarantee, foreign loan under domestic guarantee, domestic loan under foreign guarantee, financial lease, trust loan, etc. The specific guarantee amount, guarantee period, guarantee rate and other contents shall be determined by the company and the guaranteed person and the lending bank and other amount institutions within the above limit, and the relevant guarantees
The matter is subject to the duly signed guarantee document. The purpose of bank credit under the guarantee and/or the projects involved shall be in accordance with the company's approved business plan.
The above-mentioned guarantee amount is based on the current business situation of the company, in order to ensure the actual needs of the production and operation of the company and its wholly-owned subsidiaries, on the basis of controllable overall risks, mutual guarantees are provided within the scope of the company's merger. During the authorization period, the amount of such guarantee can be adjusted among the guarantor. The board of directors of the company proposes to the general meeting of shareholders to authorize the management of the company to handle the specific matters of providing guarantee within 12 months after the approval of the general meeting of shareholders, according to the needs of the company's actual business situation, within the scope of the above-mentioned guarantee amount.
(2) Examination and approval procedures
The first meeting of the fourth audit committee of the Company in 2025 was held on March 28, 2025
The 20th meeting of the 4th session of the board of directors and the 18th meeting of the 4th board of supervisors deliberated and passed the "Proposal on the Company and its Subsidiaries Applying for Comprehensive Credit and Providing Guarantee from Financial Institutions in 2025", which still needs to be submitted to the company's 2024 annual general meeting of shareholders for deliberation.
2. Basic information of the guarantor
The circumstances of the guarantor, other than the Company, are as follows:
(1) Sichuan Baili Pharmaceutical Co., Ltd
Date of Establishment: August 23, 1996
Place of registration: Chengdu Cross-Strait Science and Technology Industry Development Park, Wenjiang District, Chengdu
Legal representative: Zhu Yi
Business Scope: Licensed Items: Pharmaceutical Production; Health food production (projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments, and specific business projects are subject to the approval documents or licenses of relevant departments) General items: import and export of goods; medical research and experimental development; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; cosmetics wholesale; Sales of health food (pre-packaged) (except for items subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law)
Relationship with the company: It is a wholly-owned subsidiary of the company, and the company holds 100% of its equity.
Key Financial Data:
Unit: 10,000 yuan
Key Financial Indicators December 31, 2024 / January-December 2024
(Audited)
Total assets 291,842.66
Total liabilities 185,027.32
Key Financial Indicators December 31, 2024 / January-December 2024
(Audited)
Net assets 106,815.34
Operating income was 27,212.88
Net profit -7,946.46
Net profit after non-recurring gains and losses was -8,765.36
The above financial data have been prepared in accordance with the provisions of the Accounting Standards for Business Enterprises and the accounting policies of the Company and are included in the consolidated financial statements of the Company. The consolidated financial statements have been audited by Lixin Certified Public Accountants (Special General Partnership).
Baili Pharmaceutical Co., Ltd. exists in accordance with the law, is not a judgment defaulter, and has good performance ability.
(2) Chengdu Bailidote Biopharmaceutical Co., Ltd
Date of Establishment: February 21, 2017
Place of registration: No. 139, Baili Road, Chengdu Cross-Strait Science and Technology Industry Development Park, Wenjiang District, Chengdu
Legal representative: Zhu Yi
Business Scope: Licensed Items: Pharmaceutical Production; contract production of drugs; medical services; health food production; inspection and testing services; import and export of medicines; Drug Clinical Trial Services. (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments, and specific business projects are subject to the approval documents or licenses of relevant departments) General projects: biochemical product technology research and development; Medical research and experimental development. (Except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law)
Relationship with the company: As a wholly-owned subsidiary of the company, Baili Pharmaceutical holds 100% of its equity.
Key Financial Data:
Unit: 10,000 yuan
Key Financial Indicators December 31, 2024 / January-December 2024
(Audited)
Total assets 676,432.04
Total liabilities 223,422.24
Net assets 453,009.80
Operating income 515,733.99
Net profit was 464,438.61
Net profit after deducting non-recurring gains and losses was 462,948.46
The above financial data have been prepared in accordance with the provisions of the Accounting Standards for Business Enterprises and the accounting policies of the Company and are included in the consolidated financial statements of the Company. The consolidated financial statements have been audited by Lixin Certified Public Accountants (Special General Partnership).
DotBio exists in accordance with the law, is not a dishonest person subject to execution, and has a good ability to perform the contract.
(3) Sichuan Guorui Pharmaceutical Co., Ltd
Date of Establishment: December 7, 2005
Registration location: North section of Fenghuang Road, Yujin Town, Qianwei County, Leshan City
Legal representative: Kang Jian
Business scope: manufacturing and sales: medicines, pharmaceutical raw materials and preparations, health food and other foods; Foreign trade; Drug R&D and technical consulting services. (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments)
Relationship with the company: As a wholly-owned subsidiary of the company, Baili Pharmaceutical holds 100% of its equity.
Key Financial Data:
Unit: 10,000 yuan
Key Financial Indicators December 31, 2024 / January-December 2024
(Audited)
Total assets 33,853.59
Total liabilities 20,082.66
Net assets 13,770.93
Operating income 12,925.08
Net profit -1,326.54
Net profit after deducting non-recurring gains and losses was -1,363.02
The above financial data have been prepared in accordance with the provisions of the Accounting Standards for Business Enterprises and the accounting policies of the Company and are included in the consolidated financial statements of the Company. The consolidated financial statements have been audited by Lixin Certified Public Accountants (Special General Partnership).
Guorui Pharmaceutical Co., Ltd. exists in accordance with the law, is not a judgment defaulter, and has good performance ability.
(4) Lhasa Xinbo Pharmaceutical Co., Ltd
Date of Establishment: August 22, 2013
Registration location: Room 2-6-6 and Room 2-6-8, R&D Building, Phase 2, Industrial Center, Lhasa Economic and Technological Development Zone
Legal representative: Kang Jian
Business Scope: Licensed Items: Pharmaceutical Wholesale; Drug Internet information services (projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments, and specific business projects are subject to the licenses of relevant departments) General projects: technical services, technology development, technical consultation, technical exchanges, technology transfer, and technology promotion; conference and exhibition services; health food (pre-packaged) sales; Management; business management consulting; marketing planning; food sales (only pre-packaged food is sold); information consulting services (excluding licensed information consulting services); Medical research and experimental development (except for projects subject to approval in accordance with the law, independently carry out business activities that are not prohibited or restricted by laws and regulations)
Relationship with the company: As a wholly-owned subsidiary of the company, the company, Baili Pharmaceutical and Guorui Pharmaceutical hold 22.35%, 25.88% and 51.77% of its shares respectively.
Key Financial Data:
Unit: 10,000 yuan
Key Financial Indicators December 31, 2024 / January-December 2024
(Audited)
Total assets 53,998.48
Total liabilities 29,749.51
Net assets 24,248.97
Operating income 36,200.85
Net profit -6,242.18
Net profit after deducting non-recurring gains and losses was -7,942.17
The above financial data have been prepared in accordance with the provisions of the Accounting Standards for Business Enterprises and the accounting policies of the Company and are included in the consolidated financial statements of the Company. The consolidated financial statements have been audited by Lixin Certified Public Accountants (Special General Partnership).
Lhasa Xinbo exists in accordance with the law, is not a judgment defaulter, and has a good ability to perform the contract.
3. The main content of the security agreement
The total amount of the above-mentioned plan guarantee is only the estimated amount of guarantee to be provided between the Company and each wholly-owned subsidiary, and it is subject to the approval of the Company's 2024 Annual General Meeting of Shareholders before it becomes effective. When the actual business occurs, the guarantee amount, guarantee period, guarantee rate and other contents shall be determined by the company and the guaranteed person and the lending bank and other financial institutions within the above limit, and the relevant guarantee matters shall be subject to the duly signed guarantee documents.
4. The reason and necessity of the guarantee
The guarantors involved in the total amount of the above-mentioned plan guarantee are all wholly-owned subsidiaries of the company except the company, and there is no guarantee for companies outside the scope of the merger, and the guarantors have good business development prospects. This guarantee is to ensure the normal production and operation development needs of the company and its wholly-owned subsidiaries, and to apply for credit business and daily operation needs of the company and its wholly-owned subsidiaries. The company and its wholly-owned subsidiaries are in good operating condition, the guarantee risk is controllable, and there is no harm to the interests of the company and other shareholders, especially small and medium-sized shareholders.
5. Explanation of relevant opinions
(1) Review opinions of the Audit Committee of the Board of Directors
The Audit Committee of the Board of Directors believes that the estimated amount of the Company's external guarantee in 2025 is a reasonable estimate made in combination with the Company's development plan to meet the daily operating needs of its wholly-owned subsidiaries and ensure the orderly development of the Company's production and operation activities. It is in line with the interests of the company, and there is no harm to the interests of the company or other shareholders, especially small and medium-sized shareholders. Therefore, the Audit Committee of the Board of Directors unanimously approved the Company and its subsidiaries to apply for comprehensive credit and provide guarantees to financial institutions in 2025, and agreed to submit the proposal to the 20th meeting of the fourth session of the Board of Directors of the Company for deliberation.
(2) The voting results and opinions of the board of directors
At the 20th meeting of the fourth board of directors held on March 28, 2025, the company deliberated and approved the "Guan
In 2025, the company and its subsidiaries applied for comprehensive credit and provided guarantee from financial institutions, and the board of directors of the company believes that the estimated amount of the company's external guarantee in 2025 is made by comprehensively considering the business development needs of the company and its wholly-owned subsidiaries, which is in line with the actual operation and overall development strategy of the company and its wholly-owned subsidiaries. In addition to the company, the guarantors are all wholly-owned subsidiaries, with good asset credit status, controllable guarantee risks, and guarantee matters in line with the interests of the company and all shareholders.
(3) Opinions of the Board of Supervisors
The Board of Supervisors believes that the Company's 2025 credit and guarantee comprehensively consider the business development of the Company and its wholly-owned subsidiaries, and are in line with the actual operating conditions and overall development strategy of the Company and its wholly-owned subsidiaries. In addition to the company, the guarantor is a wholly-owned subsidiary, and the guarantee risk is controllable. The guarantee is in the interests of the company and all shareholders, especially the interests of minority shareholders.
(4) Verification opinions of the sponsor institution
After verification, the sponsor believes that the company and its subsidiaries will apply for comprehensive credit from financial institutions in 2025
It still needs to be submitted to the company's general meeting of shareholders for deliberation and approval before it can be implemented, and the necessary approval procedures have been fulfilled. This matter is in accordance with the relevant provisions of laws, regulations, normative documents such as the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Company's Management System for External Guarantees.
In summary, the sponsor has no objection to the company and its subsidiaries applying for comprehensive credit and providing guarantees from financial institutions in 2025.
6. The cumulative amount of external guarantee and the amount of overdue guarantee
As of the disclosure date of this report, in addition to the guarantees of wholly-owned subsidiaries to the Company, the total amount of guarantees provided by the Company to wholly-owned subsidiaries and between wholly-owned subsidiaries is 674 million yuan (referring to the sum of the unused quota within the approved guarantee quota and the actual balance of the guarantee), accounting for 17.34% and 9.44% of the Company's audited net assets and total assets in 2024, respectively. The above guarantees are all guarantees of the company to its wholly-owned subsidiaries and between wholly-owned subsidiaries, and there is no guarantee for companies outside the scope of the merger, and there is no overdue guarantee for the company and its wholly-owned subsidiaries.
7. Attachment to the online announcement
CITIC Securities Co., Ltd.'s Verification Opinions on Sichuan Baili Tianheng Pharmaceutical Co., Ltd.'s 2025 Application for Comprehensive Credit and Guarantee from Financial Institutions by the Company and its Subsidiaries
The announcement is hereby made.
Board of Directors of Sichuan Baili Tianheng Pharmaceutical Co., Ltd
March 29, 2025
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