Fosun Pharma’s progress announcement on providing guarantees for its holding subsidiaries
Securities code: 600196 Securities abbreviation: Fosun Pharma Announcement number: Lin 2026-032
Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
Announcement on the progress of providing guarantees for controlled subsidiaries. The company's board of directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents.
Important content reminder:
Guaranteed objects and basic information
Name Hanlin Shenzhen
The amount of this guarantee is RMB 150 million
As of March 6, 2026,
Including this guarantee, this episode
RMB 207.6 million
The actual guarantee provided by the guaranteed party 1
balance
Is it within the pre-expected amount? Yes □No □Not applicable: ________The guaranteed party 1 is the guarantor (Fuhong Hanlin). Is there a counter guarantee for this guarantee?
Wholly-owned subsidiary, not involved in counter-guarantee arrangement Name U.S.-China Mutual Benefit (Beijing)
The amount of this guarantee is RMB 10 million
As of March 6, 2026,
Including this guarantee, this episode
RMB 20 million
The actual guarantee provided by the guaranteed party 2
balance
Is it within the pre-estimated amount? Yes □No □Not applicable: ________ Both the guaranteed party 2 and the guarantor are owned by the company. Is there a counter-guarantee for this guarantee?
Capital subsidiary, no counter-guarantee arrangement involved Name Shanghai Jianjia
The amount of this guarantee is RMB 20 million. As of March 6, 2026,
Including this guarantee, this episode
The actual guarantee provided by the guaranteed party 3 group of RMB 41 million
balance
Is it within the pre-expected amount? Yes □No □Not applicable: ________
The guaranteed party 3 is the guarantor (Jianjia Rehabilitation). Is there any counter guarantee for this guarantee?
Wholly-owned subsidiary, not involved in counter-guarantee arrangement Name Fuzhou Jianjia
The guarantee amount is RMB 6 million as of March 6, 2026.
Including this guarantee, this episode
The actual guarantee provided by the guaranteed party 4 group of RMB 53.83 million
balance
Is it within the pre-expected amount? Yes □No □Not applicable: ________
Is there a counter-guarantee for this guarantee Yes □No □Not applicable: ________ Name Nanchang Jianjia
The amount of this guarantee is RMB 10 million. As of March 6, 2026,
Including this guarantee, this episode
The actual guarantee provided by the guaranteed party 5 Group of RMB 39.2 million
balance
Is it within the pre-expected amount? Yes □No □Not applicable: ________
Is there a counter-guarantee for this guarantee Yes □No □Not applicable: ________
Cumulative guarantee status
The cumulative amount of overdue external guarantees is RMB 0 as of March 6, 2026, including this guarantee in
Equivalent to approximately RMB 22,170.05 million1, the actual amount of external guarantees provided by the Group
The amount of external guarantees will be as of December 31, 2024
46.91% of the Group’s audited net assets
In this guarantee, some asset and liability risk reminders of the guaranteed party
The rate exceeds 70%.
1. Overview of guarantee situation
(1) Basic information about this guarantee
On March 6, 2026, the controlled subsidiary Henlius and China Construction Bank signed the "Guarantee Contract I", stipulating that the principal amount signed by Fuhong Hanlium and China Construction Bank for its controlled subsidiary Hanlin Shenzhen from March 6, 2026 to November 6, 2026 shall not exceed RMB 15,000. The maximum amount of joint liability guarantee is provided for debts under the main financing contract of RMB 10,000. The guarantee period for each debt is from the date of signing of the main contract for the debt to three years after the expiration of the debt performance period under the contract.
On March 6, 2026, China Mutual Benefit (Beijing), a holding subsidiary, signed a "Line Loan Contract" with China Guangfa Bank. China Mutual Benefit (Beijing) applied for a loan line of RMB 10 million from China Guangfa Bank. The quota is valid from March 6, 2026 to January 29, 2027. On the same day, the holding subsidiary Ningbo Fortech and China Guangfa Bank signed the "Guarantee Contract II", stipulating that Ningbo Fortech will provide the maximum joint liability guarantee for the debts of China-US Mutual Benefit (Beijing) under the above-mentioned amount. The guarantee period is three years from the expiration of the agreed debt performance period of the main contract.
On March 5, 2026, Shanghai Jianjia, a holding subsidiary, signed a "Fixed Asset Loan Contract" with Xiamen International Bank. Shanghai Jianjia applied for a fixed asset loan of RMB 10 million from Xiamen International Bank. The loan period is from March 5, 2026 to March 5, 2029. On the same day, the holding subsidiary Jianjia Rehabilitation (the controlling shareholder of Shanghai Jianjia) signed the "Guarantee Contract III" with Xiamen International Bank, stipulating that Jianjia Rehabilitation will provide a joint liability guarantee for the above-mentioned loans. The guarantee period is from March 5, 2026 to the principal
1 Among them, foreign currencies are converted according to the relevant RMB exchange rate central parity announced by the People's Bank of China on that day, the same below.
The debt performance period under the contract expires three years from the date of expiration. If it is agreed to pay off the debt in installments, the guarantee period is from March 5, 2026 to three years from the expiration date of the last debt performance period.
On March 5, 2026, Shanghai Jianjia signed a "Comprehensive Credit Line Contract" with Xiamen International Bank, and Shanghai Jianjia applied for a comprehensive credit line of RMB 10 million from Xiamen International Bank. The credit period is from March 5, 2026 to September 5, 2027. On the same day, Jianjia Rehabilitation and Xiamen International Bank signed "Guarantee Contract IV", stipulating that Jianjia Rehabilitation will provide joint liability guarantee for Shanghai Jianjia's debts under the above credit line. The guarantee period is from March 5, 2026 to three years from the expiration date of the debt performance period under the main contract.
On March 5, 2026, its holding subsidiary Jianjia Medical signed "Guarantee Contract Five" with Xiamen Bank, stipulating that Jianjia Medical will provide the maximum joint liability guarantee for the debts under the main financing contract with a principal of no more than RMB 6 million signed by its holding subsidiary Fuzhou Jianjia with Xiamen Bank from December 1, 2025 to December 1, 2026. The guarantee period will be three years from the expiration of the agreed debt performance period.
Fuzhou Jianjia's other shareholder, Cangshan Runjie, will pledge its shares in Fuzhou Jianjia and provide counter-guarantee for the aforementioned guarantee in proportion to its shareholding in Fuzhou Jianjia.
- On March 5, 2026, Jianjia Medical and Jiangxi Bank signed "Guarantee Contract VI", stipulating that Jianjia Medical will provide the maximum joint liability guarantee for the debts under the main financing contract with a principal of no more than RMB 10 million signed by its controlled subsidiary Nanchang Jianjia with Jiangxi Bank from March 5, 2026 to March 1, 2027. The guarantee period is three years from the expiration of the agreed debt performance period.
The other two shareholders of Nanchang Jianjia, Nanchang Jianqiao and Jiangxi Jiaci, will respectively pledge their equity interests in Nanchang Jianjia and provide counter-guarantees for the aforementioned guarantee based on their shareholding ratio in Nanchang Jianjia.
(2) Internal decision-making procedures for fulfilled guarantee matters
The 72nd meeting of the ninth session of the Board of Directors and the 2024 shareholders' meeting of the Company have respectively reviewed and approved the proposals regarding the renewal and new guarantee limit of the Group. For details, please refer to the relevant announcements issued by the Company on March 14, 2025, "Shanghai Securities News", "Securities Times" and the website of the Shanghai Stock Exchange (https://www.sse.com.cn).
This guarantee is within the above-mentioned amount approved by the shareholders' meeting and does not require separate approval by the board of directors or shareholders' meeting.
(3) Basic information on guarantee estimates
With the approval of the Company's shareholders' meeting, from the time of approval by the 2024 annual shareholders' meeting (i.e. June 24, 2025) to the end of the 2025 annual shareholders' meeting or the time when any shareholders' meeting passes a resolution to revoke or change the authorization mentioned in this proposal, the Group's renewable and new guarantee limits shall not exceed the equivalent of RMB 3,504,800. Ten thousand yuan (including but not limited to the guarantee provided by the company for its holding subsidiary 2 and the holding subsidiary for other holding subsidiaries); at the same time, the shareholders' meeting authorizes the company's management and/or its authorized persons to determine and adjust specific guarantee matters and sign relevant legal documents based on actual operating needs within the above-mentioned approved guarantee amount.
As of March 6, 2026, the approved guarantee amount and its usage (including this guarantee) are as follows:
Unit: RMB Ten Thousand Approved Used Remaining Available Secured Parties
Guarantee amount 3 Guarantee amount Guarantee amount 4 The asset-liability ratio is less than 70% (excluding the principal amount)
3,109,100 633,368.04 2,475,731.96 controlled subsidiaries
The asset-liability ratio is above 70% (including the principal amount)
395,700 79,892.50 315,807.50 Controlled subsidiaries
Total 3,504,800 713,260.54 2,791,539.46
2 Refers to wholly-owned and non-wholly-owned holding subsidiaries/units (including holding subsidiaries/units with an asset-liability ratio of more than 70% (including the principal amount)), the same below. 3. According to the authorization of the shareholders' meeting, and based on business development needs, if there is an unused balance in the guarantee line provided for a holding subsidiary with an asset-liability ratio of more than 70% (including the principal amount), the balance can be adjusted to provide guarantees for a holding subsidiary with an asset-liability ratio of less than 70% (excluding the principal amount).
2. Basic information of the guaranteed party
(1) Secured party 1
Legal person
Type of secured party 1
□Other______________ (please specify)
Name of guaranteed party 1 Hanlin Shenzhen
□Wholly owned subsidiary
listed company
Holding subsidiaries
To the secured party 1
□Joint stock company
shareholding status
□Other______________ (please specify)
Major shareholders
Fuhong Hanlin holds 100% of its shares
and shareholding ratio
Legal representative Guo Xinjun
Unified social credit code 91440300MACYLWGR4F
Date of establishment: September 13, 2023
Place of registration: Shenzhen City, Guangdong Province
Registered capital RMB 480 million
Company Type Limited Liability Company
Technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; import and export of goods; import and export of technology; sales of special chemical products (excluding hazardous chemicals); sales of instruments; sales of Class I medical devices; sales of Class II medical devices. Pharmaceutical production; pharmaceutical entrusted production; third-class medical device operation.
2024 January-September 2025 Project
(Audited) (Unaudited)
Total assets 45,900 67,370Main financial indicators
(Individual caliber) Total liabilities 19,981 43,468 Unit: RMB 10,000
Net assets 25,920 23,902Operating income 0 0
Net profit -3,990 -2,050
(2) Secured party 2
Legal person
Type of secured party 2
□Other______________ (please specify)
Name of guaranteed party 2 US-China Mutual Benefit (Beijing)
Wholly owned subsidiary
listed company
□Holding subsidiaries
To the secured party 2
□Joint stock company
shareholding status
□Other______________ (please specify)
Major shareholders and shareholding ratio: The company holds 100% of its equity
Legal representative Liu Yi
Unified social credit code 911101056000940632
Date of establishment: December 26, 2001
Place of registration: Beijing
Registered capital RMB 37,444,8597
Company Type Limited Liability Company
Licensed items: medical device Internet information services; third-category medical device leasing; third-category medical device operation; general items: information consulting services (excluding licensed information consulting services); leasing services (excluding licensed leasing services); import and export of goods; special equipment manufacturing (excluding licensed professional equipment manufacturing); chemical business scope Wholesale of cosmetics; repair of special equipment; technology import and export; import and export agency; sales of Class I medical devices; leasing of Class II medical devices; sales of Class II medical devices; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; repair of instruments and meters; sales of special electronic materials; health consulting services (excluding diagnosis and treatment services); Internet sales (except for the sale of goods that require licenses). 2024 January-September 2025 Project
(Audited) (Unaudited)
Total assets 29,632 36,624Main financial indicators
(Individual caliber) Total liabilities 22,658 29,713 Unit: RMB 10,000
Net assets 6,974 6,911Operating income 12,960 6,281
Net profit 312 -63
(3) Secured party 3
Legal person
Type of secured party 3
□Other______________ (please specify)
Name of guaranteed party 3 Shanghai Jianjia
□Wholly owned subsidiary
listed company
Holding subsidiaries
To the secured party 3
□Joint stock company
shareholding status
□Other______________ (please specify)
Major shareholders
Jianjia Rehabilitation holds 100% of its shares
and shareholding ratio
Legal representative Chen Haipeng
Unified social credit code 91310106MADHRYMD2C
Date of establishment: April 17, 2024
Place of registration: Shanghai
Registered capital RMB 54 million
Company Type Limited Liability Company
Licensed items: medical services; catering services; food sales; third-class medical device operations. General projects: hospital management; conference and exhibition services; retail sales of cosmetics; wholesale of cosmetics; sales of daily necessities; sales of first-class medical devices; sales of second-class medical devices; professional cleaning, cleaning and disinfection services; parking lot services; property management.
2024 January-September 2025 Project
(Unaudited) (Unaudited)
Total assets 26,484 30,006Main financial indicators
(Individual caliber) Total liabilities 24,130 26,375 Unit: RMB 10,000
Net assets 2,354 3,630Operating income 0 52
Net profit -246 -1,524
(4) Secured party 4
Legal person
Type of secured party 4
□Other______________ (please specify)
Name of guaranteed party 4 Fuzhou Jianjia
□Wholly owned subsidiary
listed company
Holding subsidiaries
To the secured party 4
□Joint stock company
shareholding status
□Other______________ (please specify)
Major shareholders
Jianjia Rehabilitation and Cangshan Runjie hold 70% and 30% of its shares respectively.
and shareholding ratio
Legal representative Qiu Jianjie
Unified social credit code 91350104MAC81YCK42
Date of establishment: February 7, 2023
Place of registration: Fuzhou City, Fujian Province
Registered capital RMB 60 million
Company Type Limited Liability Company
Licensed items: Medical services. General projects: sales of health food (prepackaged); hospital management; sales of first-class medical devices; sales of second-class medical devices; business management consulting; parking lot services; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; nursing institution services (excluding medical business scope)
services); non-residential real estate leasing; catering management; traditional Chinese medicine health care services (non-medical); elderly care services; remote health management services; housekeeping services; patient escort services; disability rehabilitation training services (non-medical); health consulting services (excluding diagnosis and treatment services); sales of formula foods for special medical purposes.
2024 January-September 2025 Project
(Audited) (Unaudited)
Total assets 18,484 21,000Main financial indicators
(Individual caliber) Total liabilities 16,418 18,965 Unit: RMB 10,000
Net assets 2,066 2,035 Operating income 1,382 4,809
Net profit -1,822 -421
(5) Secured party 5
Legal person
Type of secured party 5
□Other______________ (please specify)
Name of guaranteed party 5 Nanchang Jianjia
□Wholly owned subsidiary
listed company
Holding subsidiaries
To the secured party 5
□Joint stock company
shareholding status
□Other______________ (please specify)
Major shareholders Jianjia Rehabilitation, Nanchang Jianqiao, and Jiangxi Jiaci hold 51%, 31%, and 18% of their equity respectively.
Legal representative Hu Bin
Unified social credit code 91360121MADJNHLU9K
Date of establishment: April 29, 2024
Place of registration: Nanchang City, Jiangxi Province
Registered capital RMB 50 million
Company Type Limited Liability Company
Licensed items: medical services, catering services, food sales; general items: medical business scope hospital management, sales of first-class medical devices, sales of second-class medical devices, parking lot services, corporate management consulting.
2024 January-September 2025 Project
(Unaudited) (Unaudited) Total assets 8,619 11,898Main financial indicators
(Individual caliber) Total liabilities 6,299 8,220 Unit: RMB 10,000
Net assets 2,320 3,678Operating income 0 136Net profit -100 -1,062
3. Main contents of the guarantee agreement
(1) "Guarantee Contract 1"
Fuhong Hanlin will provide the maximum joint liability guarantee for the debts under the main financing contract signed between Hanlin Shenzhen and China Construction Bank from March 6, 2026 to November 6, 2026, with a principal amount not exceeding RMB 150 million.
Guarantee scope: The debt principal, interest and other payable expenses that Hanlin Shenzhen shall repay/pay to China Construction Bank according to the contract.
Guarantee period: Calculated separately for each debt, that is, from the date the main contract for the debt is signed to three years after the expiration of the debt performance period under the contract (including expiration in accordance with the contract, early expiration or extension).
Effectiveness: "Guarantee Contract One" will take effect from March 6, 2026.
(2) "Guarantee Contract II"
Ningbo Futech will provide the maximum joint liability guarantee for the debt under the RMB 10 million loan line applied by China China Mutual Benefit (Beijing) from China Guangfa Bank.
Guarantee scope: The debt principal, interest and other payable expenses that US-China Mutual Benefit (Beijing) shall repay/pay to China Guangfa Bank according to the contract.
Guarantee period: Three years from the expiration of the agreed debt performance period of the main contract (including expiration according to the contract, extension or early maturity); if it is agreed to pay off the debt in installments, the guarantee period is three years from the effective date of this contract to the expiration date of the last debt performance period.
Effectiveness: "Guarantee Contract II" will take effect from March 6, 2026.
(3) "Guarantee Contract Three"
Jianjia Rehabilitation provided a joint liability guarantee for the RMB 10 million fixed asset loan applied by Shanghai Jianjia from Xiamen International Bank.
Guarantee scope: The debt principal, interest and other payable expenses that Shanghai Jianjia shall repay/pay to Xiamen International Bank according to the agreement.
Guarantee period: starting from the effective date of this contract and ending three years from the date when the debt performance period under the main contract expires (including expiration or extension according to the contract); if it is agreed to pay off the debt in installments, the guarantee period is from the effective date of this contract to three years from the expiration date of the last debt performance period.
Effectiveness: "Guarantee Contract Three" will take effect from March 5, 2026.
(4) "Guarantee Contract IV"
Jianjia Rehabilitation provides a joint liability guarantee for the debts under the comprehensive credit line of RMB 10 million applied by Shanghai Jianjia from Xiamen International Bank.
Guarantee scope: The debt principal, interest and other payable expenses that Shanghai Jianjia shall repay/pay to Xiamen International Bank according to the agreement.
Guarantee period: starting from the effective date of this contract and ending three years from the date when the debt performance period under the main contract expires (including expiration or extension according to the contract).
Effectiveness: "Guarantee Contract IV" will take effect from March 5, 2026.
(5) "Guarantee Contract Five"
Jianjia Medical provides the maximum joint liability guarantee for the debts under the main financing contract with a principal of no more than RMB 6 million signed by Fuzhou Jianjia with Xiamen Bank from December 1, 2025 to December 1, 2026.
Guarantee scope: The debt principal, interest and other payable expenses that Fuzhou Jianjia shall repay/pay to Xiamen Bank according to the agreement.
Guarantee period: ends three years after the expiration of the agreed debt performance period (including expiration according to the contract, extension or early maturity).
Effectiveness: "Guarantee Contract Five" will take effect from March 5, 2026.
(6) "Guarantee Contract VI"
Jianjia Medical provides the maximum joint liability guarantee for the debts under the main financing contract with a principal of no more than RMB 10 million signed by Nanchang Jianjia and Jiangxi Bank from March 5, 2026 to March 1, 2027.
Guarantee scope: The debt principal, interest and other payable expenses that Nanchang Jianjia should repay/pay to Jiangxi Bank according to the agreement.
Guarantee period: Three years from the date of expiration of the agreed debt performance period (including expiration, extension or early maturity).
Effectiveness: "Guarantee Contract VI" will take effect from March 5, 2026.
4. Necessity and Reasonability of Guarantee
This guarantee is a guarantee between the company and its holding subsidiaries and its holding subsidiaries. The financing involved in the guarantee is to meet the actual operating needs of the relevant holding subsidiaries. The risks of this guarantee are relatively controllable, necessary and reasonable, and there is no harm to the interests of the company and its shareholders.
5. Opinions of the Board of Directors
This guarantee occurred within the Group's renewal and new guarantee limit approved by the company's 2024 annual shareholders' meeting. When reviewing the limit, the board of directors believed that since the guarantee matters under the limit occurred due to the operating needs of the group, and the guaranteed parties were limited to the company's controlled subsidiaries, the guarantee risks were relatively controllable. Therefore, the board of directors agreed to the guarantee limit matter and agreed to submit it to the shareholders' meeting for review. When the board of directors voted on the matter, all directors (including independent non-executive directors) unanimously agreed.
According to the authorization of the company's 2024 annual shareholders' meeting, this guarantee does not require separate approval by the board of directors.
6. Cumulative number of external guarantees and number of overdue guarantees
As of March 6, 2026, including this guarantee, the Group's actual external guarantee amount is equivalent to approximately RMB 22,170.05 million, accounting for approximately 46.91% of the Group's audited net assets attributable to shareholders of listed companies as of December 31, 2024; all are guarantees between the Company and its holding subsidiaries/units, and between its holding subsidiaries/units.
As of March 6, 2026, the Group had no overdue guarantees.
7. Interpretation
The Company refers to Shanghai Fosun Pharmaceutical (Group) Co., Ltd. The Group refers to the Company and its holding subsidiaries/units
Cangshan Runjie refers to Fuzhou Cangshan Runjie Investment Partnership (Limited Partnership) Fuzhou Henlius refers to Shanghai Fuhong Hanlin Biotechnology Co., Ltd. Fuzhou Jianjia, the guaranteed party 4 refers to Fuzhou Jianjia Rehabilitation Hospital Co., Ltd.
Guangfa Bank refers to Guangfa Bank Co., Ltd. Beijing Guanghua Road Branch Hanlin Shenzhen, guaranteed party 1 refers to Fosun Hanlin (Shenzhen) Biotechnology Co., Ltd. Jianjia Rehabilitation refers to Shanghai Jianjia Rehabilitation Technology Co., Ltd.
Jianjia Medical refers to Jianjia Medical Investment Management Co., Ltd.
China Construction Bank refers to Shenzhen Branch of China Construction Bank Co., Ltd. Jiangxi Jiaci refers to Jiangxi Jiaci Health Technology Co., Ltd.
Jiangxi Bank refers to Jiangxi Bank Co., Ltd. Nanchang Hongcheng Branch U.S.-China Mutual Benefit (Beijing),
Refers to the guaranteed party 2 of U.S.-China Mutual Benefit (Beijing) International Trade Co., Ltd.
Nanchang Jianjia, the guaranteed party 5 refers to Nanchang Jianjia Rehabilitation Hospital Co., Ltd.
Nanchang Jianqiao refers to Nanchang Jianqiao Medical Management Center (Limited Partnership) Ningbo Fuki refers to Ningbo Fuki Medical Technology Co., Ltd.
Shanghai Jianjia, the guaranteed party 3 refers to Shanghai Jianjia Rehabilitation Hospital Co., Ltd.
Xiamen International Bank refers to Xiamen International Bank Co., Ltd. Shanghai Branch
Xiamen Bank refers to Xiamen Bank Co., Ltd. Fuzhou Branch
On March 6, 2026, the "Guarantee Contract One" signed between Fuhong Hanlin and China Construction Bank refers to
Guaranteed Contract with the Maximum Amount of Money”
On March 6, 2026, the "Guarantee Contract II" signed between Ningbo Fuki and China Guangfa Bank refers to
High Guaranteed Contract》
On March 5, 2026, Jianjia Rehabilitation and Xiamen International Bank referred to Shanghai's "Guarantee Contract III"
"Guarantee Contract" signed by Jianjia "Fixed Asset Loan Contract"
On March 5, 2026, Jianjia Rehabilitation and Xiamen International Bank pointed out that Shanghai's "Guarantee Contract IV"
"Guarantee Contract" signed by Jianjia "Comprehensive Credit Line Contract"
On March 5, 2026, the "Guarantee Contract Five" signed between Jianjia Medical and Xiamen Bank refers to
High Guaranteed Contract》
On March 5, 2026, the "Guarantee Contract Six" signed between Jianjia Medical and Jiangxi Bank refers to
High Guaranteed Contract》
Announcement is hereby made.
Board of Directors of Shanghai Fosun Pharmaceutical (Group) Co., Ltd.
March 6, 2026