Announcement of Shanghai Haixin Group Co., Ltd. on providing guarantees for its holding subsidiaries
Securities code: 600851/900917 Securities abbreviation: Haixin shares/Haixin B shares Announcement number: 2026-007
Shanghai Haixin Group Co., Ltd.
Announcement on 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
actually provided for
Is this guarantee in the previous period? Name of the guarantor? Guarantee balance (excluding this guarantee)
The amount is within the estimated amount (with counter-guarantee and sub-guaranteed amount)
Xi'an Haixin Pharmaceutical Co., Ltd.
8.25 million yuan 0 yes no
company
Cumulative guarantee status
Cumulative amount of overdue external guarantees (10,000 yuan) 0 As of the date of this announcement, listed companies and their controlling subsidiaries
24,000 The company’s total external guarantee (10,000 yuan)
Total external guarantees accounted for the most recent period of listed companies
5.54 Proportion of audited net assets (%)
□The guarantee amount (including this time) exceeds 50% of the latest audited net assets of the listed company
□The total amount of external guarantees (including this one) exceeds 100% of the listed company’s latest special risk warning (please check if applicable) audited net assets for the period
□The total amount of guarantees for units outside the consolidated statements (including this time) reaches or exceeds 30% of the latest audited net assets
This time, guarantees will be provided to units whose asset-liability ratio exceeds 70%☑
Other risk warnings (if any) None
1. Overview of guarantee situation
(1) Basic information on guarantee
Recently, Xi'an Haixin Pharmaceutical Co., Ltd. (hereinafter referred to as Xi'an Haixin), a subsidiary of Shanghai Haixin Group Co., Ltd. (hereinafter referred to as the company), signed a "Credit Agreement (Applicable to Working Capital Loans without Signing a Separate Loan Contract)" (hereinafter referred to as the "Credit Agreement") with Xi'an Branch of China Merchants Bank Co., Ltd. (hereinafter referred to as China Merchants Bank Xi'an Branch). China Merchants Bank Xi'an Branch provided a total credit line of 15 million yuan to Xi'an Haixin.
The company signed the "Maximum Irrevocable Guarantee" with China Merchants Bank Xi'an Branch, assuming joint and several liability for 55% of all debts owed by Xi'an Haixin to China Merchants Bank Xi'an Branch under this credit line (the maximum limit is 8.25 million yuan) based on the shareholding ratio.
(2) Internal decision-making procedures
This guarantee authorization has been reviewed and approved at the eighth meeting of the company’s eleventh board of directors and the 2024 annual general meeting of shareholders. The specific authorization amount is as follows:
Unit: RMB 10,000 Guarantee Annual estimate Before this guarantee After this guarantee As of the disclosure date of this announcement Name Guarantee limit Available limit Amount Available limit Guarantee balance
Xi'an Haixin 3,000 3,000 825 2,175 825
For details, please refer to the "Announcement on the 2025 Guarantee Plan" disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on April 19, 2025 (announcement number: 2025-010).
2. Basic information of the guaranteed person
(1) Basic situation
Type of guaranteed person Legal person
Name of guaranteed party Xi'an Haixin Pharmaceutical Co., Ltd.
Type of guaranteed party and listed company
Holding subsidiaries
Company shareholding status
The total major shareholders and shareholding ratios of the company and its wholly-owned subsidiary Shanghai Haixin (Hong Kong) International Investment Co., Ltd.
It holds 55% of the shares; Shaanxi Pharmaceutical Holding Group Co., Ltd. holds 45% of the shares.
Legal representative Liu Yanlin
Unified social credit code 916101312944622939
Established on September 22, 1995
Place of registration: Xi'an
Registered capital US$15 million
Company type Limited liability company (Sino-foreign joint venture)
General items: Sales of Class I medical devices; medical research and experimental development (except for the development and application of human stem cells, genetic diagnosis and treatment technologies); information consulting services (excluding licensing information consulting services); non-residential real estate leasing; sales of health food (prepackaged); food sales (only sales of prepackaged food); Internet sales of food (only sales of prepackaged food). (Except for business scope that requires approval according to law
In addition to projects, the company can independently carry out business activities in accordance with the law with a business license) Licensed projects: pharmaceutical production; pharmaceutical commissioned production; pharmaceutical wholesale; pharmaceutical retail; pharmaceutical import and export; pharmaceutical Internet information services. (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 results)
December 31, 2024 September 30, 2025 (no projects
(Audited) Audited)
Total assets 7,424.65 6,384.78
Main financial indicators (10,000 yuan) Total liabilities 11,648.22 11,159.33
Net assets -4,223.56 -4,774.55
Operating income 4,076.34 2,900.49
Net profit -991.70 -550.99
3. Main contents of the guarantee agreement
Guarantee amount: RMB 8.25 million. Xi'an Haixin applied for a working capital loan of 15 million yuan, and the company provided a joint liability guarantee based on 55% of the loan amount (8.25 million yuan).
Guarantee method: joint and several liability.
Scope of guarantee: 55% of the sum of the principal balance of loans and other credit provided to Xi'an Haixin within the credit limit according to the Credit Agreement (the maximum limit is RMB 8.25 million), as well as related interest, penalty interest, compound interest, liquidated damages, delayed performance fees, factoring fees, fees for realizing security rights and claims, and other related expenses.
Guarantee period: The term of the "Credit Agreement" is one year (i.e., from March 26, 2026 to March 25, 2027), and the guarantee period of the "Maximum Irrevocable Guarantee" is three years from the expiration date of the independent contract performance period.
4. Necessity and Reasonability of Guarantee
This guarantee is a necessary guarantee to meet Xi'an Haixin's daily operating needs and is conducive to its stable operation and long-term development. The performance of this guarantee will have a positive effect on the development and efficiency improvement of the subsidiary. The guarantee risks are controllable and will not harm the interests of the company and shareholders.
5. Opinions of the Board of Directors
The board of directors believes that the guarantee objects are subsidiaries within the scope of the company's consolidated statements, its guarantee risks are controllable, and there are no violations or improper guarantees. The company provides guarantees for them, which will help the guaranteed objects to further raise funds to meet the capital needs for operation and development, which is in line with the overall interests of the company and will not harm the interests of the company and small and medium-sized shareholders.
6. Cumulative number of external guarantees and number of overdue guarantees
As of the disclosure date of this announcement, the company has actually provided a total guarantee of RMB 138.25 million for its controlled subsidiaries, accounting for 3.19% of the company's audited net assets of RMB 4,334.3629 million in 2024; there are no overdue external guarantees and no external guarantees involving litigation.
Announcement is hereby made.
Board of Directors of Shanghai Haixin Group Co., Ltd.
April 2, 2026