Announcement from Hangzhou Tianmushan Pharmaceutical Co., Ltd. on the progress of providing guarantees to subsidiaries and the guarantees provided by subsidiaries to the company
Securities code: 600671 Securities abbreviation: Tianmu Pharmaceutical Announcement number: Lin 2025-052
Hangzhou Tianmushan Pharmaceutical Co., Ltd.
Regarding the provision of guarantees for subsidiaries and the provision of guarantees by subsidiaries for the company
Progress Announcement
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
Hangzhou Tianmushan Pharmaceutical Co., Ltd. (hereinafter referred to as the name of the guaranteed party)
"Company")
Guarantee The amount of this guarantee is RMB 60 million
object
The actual guarantee balance provided for it -
(1)
Is it within the pre-expected amount? Yes □No □Not applicable: _________Is there a counter-guarantee for this guarantee? Yes No □Not applicable: _________ ☑
Qingdao Tianmushan Health Technology Co., Ltd. (hereinafter referred to as the name of the guaranteed party)
"Qingdao Tianmu Mountain"), guaranteed by the company's wholly-owned subsidiary The amount of this guarantee is 30 million yuan
object
The actual guarantee balance provided for it was RMB 92.8004 million.
(2)
Is it within the expected amount in the early stage? Yes □No □Not applicable: _________Is there a counter-guarantee for this guarantee? Yes No □Not applicable: _________
☑
Cumulative guarantee status
Cumulative amount of overdue external guarantees (10,000 yuan) 0.00 Listed companies and their holdings as of the date of this announcement
17,525.04 Total external guarantees provided by subsidiaries (10,000 yuan)
The total amount of external guarantees accounted for the most recent period for listed companies.
334.55 Proportion of audited net assets (%)
□The total amount of external guarantees (including this one) exceeds 50% of the listed company’s latest audited net assets
The total amount of external guarantees (including this one) exceeds that of the listed company in the latest
☑
Special risk warning: 100% of the audited net assets of the first phase
□The total amount of guarantees for units outside the consolidated statements (including this time) reaches or exceeds 30% of the latest audited net assets
Provide guarantees to units whose asset-liability ratio exceeds 70%
☑
The asset-liability ratio of Qingdao Tianmushan, the guaranteed party this time, exceeds
70%. Investors are advised to pay attention to the related risks. Other risk reminders of Qingdao Tianmu
Shan is a wholly-owned subsidiary of the company, and the guarantee risk is controllable. Note: The difference in the mantissa is due to rounding, the same below.
1. Overview of guarantee situation
(1) Basic information on guarantee
Recently, in order to meet the capital needs for business development, the company and its subsidiary Qingdao Tianmushan signed a "Credit Line Contract" with the Qingdao Branch of China Everbright Bank Co., Ltd. (hereinafter referred to as "China Everbright Bank Qingdao Branch"), in which: the company applied for 6,000 from the Qingdao Branch of China Everbright Bank For a credit line of RMB 10,000, the company's subsidiary Huangshan Tianmu Pharmaceutical Co., Ltd. (hereinafter referred to as "Huangshan Tianmu") signed a "Maximum Guarantee Contract" with Everbright Bank Qingdao Branch to provide a joint liability guarantee for the company's credit business with the bank; Qingdao Tianmushan applied for 3,000 from Everbright Bank Qingdao Branch With a credit line of RMB 10,000, the company signed the "Maximum Guarantee Contract" with Everbright Bank Qingdao Branch to provide joint liability guarantee for the credit business carried out by its subsidiary Qingdao Tianmushan with the bank. The specific situation is as follows:
Maximum guarantee amount Whether there is a guarantor The guaranteed person Financing institution Guarantee period
(Ten thousand yuan) Counter guarantee Everbright Bank
Huangshan Tianmu Company 6,000 3 years No
Qingdao Branch
China Everbright Bank
Company Qingdao Tianmu Mountain 3,000 3 years No
Qingdao Branch
(2) Internal decision-making procedures
The company approved the "Proposal on the Estimated Amount of Comprehensive Credit Credit for the Company's Funds in 2025" and the "Proposal on the Estimated Amount of External Guarantees of the Company in 2025" at the 11th meeting of the 12th Board of Directors and the 2024 Annual General Meeting of Shareholders held on March 30, 2025 and April 21, 2025 respectively. For details, please refer to the "About the Company" disclosed by the company on the official website of the Shanghai Stock Exchange on April 1, 2025. Announcement on the Estimated Amount of Comprehensive Fund Credit and External Guarantee in 2025.
(3) Basic information on guarantee estimates
The total amount of guarantees provided by the company to subsidiaries, mutual guarantees between subsidiaries, and guarantees provided by subsidiaries to the company in 2025 (guarantee balance at any point in time) is expected to not exceed RMB 350 million, of which the guarantee limit for guaranteed persons with an asset-liability ratio of more than 70% is 210 million yuan, and the guarantee limit for guaranteed persons with an asset-liability ratio of less than 70% is RMB 140 million. The guarantee limit is valid for 12 months from the date of approval at the company's 2024 annual shareholders' meeting.
As of the disclosure date of this announcement, the company and its subsidiaries have provided guarantees of RMB 47.95 million to subsidiaries with asset-liability ratios below 70%, and guarantees of RMB 127.3004 million to entities with asset-liability ratios above 70%. This guarantee is within the expected guarantee amount approved by the above-mentioned shareholders' meeting, and there is no need to go through the review procedures of the board of directors and shareholders' meeting again.
2. Basic information of the guaranteed person
(1) Basic situation
1.Hangzhou Tianmushan Pharmaceutical Co., Ltd.
legal person
☑
Guaranteed person type
□Other______________ (please specify)
Name of guaranteed party Hangzhou Tianmushan Pharmaceutical Co., Ltd.
The listed company itself
☑
□Wholly owned subsidiary
Type of guaranteed party and listed company
□Holding subsidiaries
Company shareholding status
□Joint stock company
□Other______________ (please specify)
Qingdao Huilong Huaze Investment Co., Ltd. holds 29.99% of the company's shares, Qingdao Yuan's main shareholder and shareholding ratio
Jia Medical Technology Co., Ltd. holds 13.27% of the company's shares
Legal representative Liu Jiayong
Unified social credit code 91330000253930812T
Established on June 1, 1992
Registration address: No. 18, Shangyang Road, Jinnan Street, Lin'an District, Hangzhou City, Zhejiang Province
Registered capital 121.78 million yuan
Company type Other joint stock limited company (listed)
Production: tablets, granules, pills, mixtures, oral liquids, syrups, eye drops, pills (for specific scope, please refer to the "Drug Production License", soft capsules, tablets, granules health food. Market operation and management, import and export of goods, food production and operation (operated with license), medical device manufacturing business scope
Production and sales (operating with a license if licensing is involved), production and sales of cosmetics (operating with a license), and production and sales of sanitary products. Including the business scope of subordinate branches. (Projects that require approval according to law can only carry out business activities after approval by relevant departments)
September 30, 2025 December 31, 2024 (via project
(unaudited) audited)
Total assets 42,972.73 44,146.32
Total liabilities 33,543.03 35,644.43Main financial indicators (10,000 yuan) Net assets 6,659.27 5,238.39 January-September 2025 2024
Project
(Unaudited) (Audited)
Operating income 15,894.04 21,729.59
Net profit 1,420.88 1,524.58
- Qingdao Tianmushan Health Technology Co., Ltd.
legal person
☑
Guaranteed person type
□Other______________ (please specify)
Name of guaranteed person Qingdao Tianmushan Health Technology Co., Ltd.
□The listed company itself
Wholly owned subsidiary
☑
Type of guaranteed party and listed company
□Holding subsidiaries
Company shareholding status
□Joint stock company
□Other______________ (please specify)
Major shareholders and shareholding ratio: The company holds 100% of its shares
Legal representative Liu Jiayong
Unified social credit code 91370212MA94D04890
Date of establishment June 28, 2021
Registration address of Yuanjia Life Technology Industrial Park, No. 603, Jiushui East Road, Laoshan District, Qingdao City, Shandong Province
Room 707, 7th floor, Building B
Registered capital 3 million yuan
Company type: Limited liability company (a sole proprietorship of a legal person that is not invested or controlled by a natural person)
Licensed items: pharmaceutical wholesale; Internet information services; third-class medical device operations; disinfectant production (excluding hazardous chemicals); alcoholic beverage operations. (Projects that require approval according to law can only be carried out with the approval of relevant departments. Specific business projects are subject to the approval documents or licenses of relevant departments.) General projects: medical research and experimental development; sales of health food (prepackaged); food sales (only sales of prepackaged food); sales of second-class medical devices; health consulting services (excluding diagnosis and treatment services); conference and exhibition services; graphic business scope
Design and production; corporate image planning; marketing planning; socioeconomic consulting services; data processing and storage support services; information technology consulting services; software development; sales of first-class medical devices; sales of daily necessities; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; electronic product sales; information consulting services (excluding licensing information consulting services). (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law)
September 30, 2025 December 31, 2024 Project
(Unaudited) (Audited)
Total assets 9,861.12 5,468.55
Total liabilities 8,143.08 4,296.34Main financial indicators (10,000 yuan) Net assets 1,718.04 1,172.21 January-September 2025 2024
Project
(Unaudited) (Audited)
Operating income 2,081.46 2,531.54
Net profit 545.83 805.38
(2) The guaranteed person’s breach of trust
Neither the above-mentioned guaranteed company nor Qingdao Tianmushan has been listed as a breach of trust person subject to enforcement.
3. Main contents of the guarantee agreement
(1) Guarantee agreement for Huangshan Tianmu to provide guarantee for the company
Guarantor: Huangshan Tianmu Pharmaceutical Co., Ltd.
Credit grantor: Qingdao Branch of China Everbright Bank Co., Ltd.
Maximum guaranteed amount: RMB 60 million
Guarantee method: joint liability guarantee
Scope of guarantee: The principal of the debt, interest (including legal interest, agreed interest and penalty interest), compound interest, liquidated damages, damages, costs for realizing the creditor's rights (including but not limited to litigation/arbitration costs, attorney fees, preservation costs, appraisal fees, travel expenses, notarization fees, execution costs, etc.) and all other payable fees and payments that the creditee shall repay or pay to the credit grantor under the main contract.
Guarantee period: The guarantee period for each specific credit business under the "Comprehensive Credit Agreement" is calculated separately and is three years from the expiration date of the creditee's debt performance period stipulated in the specific credit business contract or agreement. If the debt matures early due to legal provisions or events stipulated in the specific credit business contract or agreement, the guarantee period is three years from the early maturity date of the debt. If the guarantor agrees to extend the debt, the guarantee period shall be three years from the expiration of the debt performance period re-agreed in the extension agreement. If the debts under a specific credit business contract or agreement are to be paid in installments, for each debt period, the guarantee period is three years from the expiration date of the last debt payment period.
(2) Guarantee agreement for the company to provide guarantee for Qingdao Tianmu Mountain
Guarantor: Hangzhou Tianmushan Pharmaceutical Co., Ltd.
Credit grantor: Qingdao Branch of China Everbright Bank Co., Ltd.
Maximum guaranteed amount: RMB 30 million
Guarantee method: joint liability guarantee
Scope of guarantee: The principal of the debt, interest (including legal interest, agreed interest and penalty interest), compound interest, liquidated damages, damages, costs for realizing the creditor's rights (including but not limited to litigation/arbitration costs, attorney fees, preservation costs, appraisal fees, travel expenses, notarization fees, execution costs, etc.) and all other payable fees and payments that the creditee shall repay or pay to the credit grantor under the main contract.
Guarantee period: The guarantee period for each specific credit business under the "Comprehensive Credit Agreement" is calculated separately and is three years from the expiration date of the creditee's debt performance period stipulated in the specific credit business contract or agreement. If the debt matures early due to legal provisions or events stipulated in the specific credit business contract or agreement, the guarantee period is three years from the early maturity date of the debt. If the guarantor agrees to extend the debt, the guarantee period shall be three years from the expiration of the debt performance period re-agreed in the extension agreement. If the debts under a specific credit business contract or agreement are to be paid in installments, for each debt period, the guarantee period is three years from the expiration date of the last debt payment period.
4. Necessity and Reasonability of Guarantee
The above guarantees will help the company improve financing efficiency, meet the needs of business development, and are in line with the company's actual situation and overall development strategy. The company has full understanding and control of Qingdao Tianmushan's operating conditions, credit standing and solvency, and the guarantee risks are controllable and will not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
5. Cumulative number of external guarantees and number of overdue guarantees
The total amount of guarantees provided by the company to subsidiaries, mutual guarantees between subsidiaries, and guarantees provided by subsidiaries to the company in 2025 is expected to not exceed RMB 350 million. As of the disclosure date of this announcement, the actual external guarantee balance of the company and its subsidiaries within the scope of the consolidated statements is RMB 175.2504 million (including this new guarantee), accounting for 334.55% of the company's latest audited net assets attributable to shareholders of the parent company. The company's guarantees are all guarantees provided to subsidiaries within the scope of the company's consolidated statements. The company provides a guarantee of RMB 00,000 to the controlling shareholder, actual controller and their related parties. The company has no other external guarantees and no overdue guarantees.
Announcement is hereby made.
Board of Directors of Hangzhou Tianmushan Pharmaceutical Co., Ltd.
November 12, 2025