Announcement of Shandong Buchang Pharmaceutical Co., Ltd. on providing guarantees for the company’s holding subsidiaries
Securities code: 603858 Securities abbreviation: Buchang Pharmaceutical Announcement number: 2026-030
Shandong Buchang Pharmaceutical Co., Ltd.
Announcement on providing guarantees for the company’s holding 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 it in the early stage? The name of the guaranteed person for this guarantee. The amount of this guarantee. The balance of the guarantee (excluding
Is there any counter-guarantee within the estimated amount?
Amount of this guarantee)
Sichuan Luzhou Buchang Biopharmaceutical Co., Ltd. 700 million yuan 541.1 million yuan Yes No Beijing Boyuan Runbu Pharmaceutical R&D Co., Ltd. 30 million yuan 30 million yuan Yes No
Cumulative guarantee status
Cumulative amount of overdue external guarantees (10,000 yuan) 0 Listed companies and their holdings as of the date of this announcement
265,330.79 Total external guarantees provided by subsidiaries (10,000 yuan)
The total amount of external guarantees accounted for the most recent period for listed companies.
25.97% Proportion of audited net assets for the period (%)
□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 most special risk reminder for listed companies (please check if applicable) the most recent audited net assets
□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%
1. Overview of guarantee situation
(1) Basic information on guarantee
Shandong Buchang Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") signed a "Guarantee Contract" with the Industrial and Commercial Bank of China Co., Ltd. Luxian Branch (hereinafter referred to as the "ICBC Luxian Branch") on March 23, 2026 to provide 70,000 for the "Fixed Asset Loan Contract" signed between the company's controlled subsidiary Sichuan Luzhou Buchang Biopharmaceutical Co., Ltd. (hereinafter referred to as "Luzhou Buchang") and the Industrial and Commercial Bank of China Luxian Branch. Ten thousand yuan joint and several liability guarantee.
On March 23, 2026, the company signed a "Maximum Guarantee Contract" with the Industrial Bank Co., Ltd. Beijing Pilot Free Trade Zone High-end Industry Area Branch (hereinafter referred to as the "Industrial Bank Beijing Pilot Free Trade Zone High-end Industry Area Branch") to provide 3,000 for the "Quota Credit Contract" signed between the company's controlled subsidiary Beijing Boyuan Runbu Pharmaceutical Research and Development Co., Ltd. (hereinafter referred to as "Boyuan Runbu") and the Industrial Bank Beijing Pilot Free Trade Zone High-end Industry Area Branch. Ten thousand yuan joint and several liability guarantee.
(2) Internal decision-making procedures
The company held the 20th (annual) meeting of the fifth board of directors on April 25, 2025, and held the 2024 annual shareholders' meeting on June 26, 2025. The company reviewed and approved the "Proposal on Reviewing the Estimated New Financing Amounts and Guarantee Amounts of the Company and its Holding Subsidiaries in 2025", and agreed that the company and its holding subsidiaries would apply to financial institutions for a comprehensive financing line with a total credit limit of no more than RMB 6.92 billion in 2025. If the above-mentioned financing matters require the use of guarantees such as guarantees or mortgages, the guarantee limit shall not exceed RMB 6.92 billion. Among them, the new guarantee limit for the company will be RMB 2.60 billion, the new guarantee limit for the holding subsidiaries with an asset-liability ratio of more than 70% will be RMB 3.620 million, and the new guarantee limit for the holding subsidiaries with an asset-liability ratio of less than 70% will be RMB 700.0 million. The actual guarantee amount is within the total guarantee limit and is subject to the actual guarantee amount incurred by the financial institution, the company and its holding subsidiaries. Within the annual estimated quota, the guarantee lines of each holding subsidiary can be adjusted internally according to the actual situation. Subsidiaries with an asset-liability ratio of more than 70% when the adjustment occurs can only obtain guarantee lines from subsidiaries with an asset-liability ratio of more than 70% at the time of the shareholders' meeting.
For details, please refer to the "Announcement on the Estimated New Financing Amount and Guarantee Amount of the Company and its Controlled Subsidiaries in 2025" (Announcement No.: 2025-071), the "Announcement on the Resolutions of the Twentieth (Annual) Meeting of the Fifth Board of Directors" (Announcement No.: 2025-064), and the "2024 Announcement of Annual Shareholders’ Meeting Resolutions (Announcement No.: 2025-124).
This guarantee is within the scope of the aforementioned authorization.
(3) Adjustment of guarantee amount
According to the actual operating needs of the subsidiary, within the scope of the new guarantee limit for 2025 approved by the shareholders' meeting, the guarantee limit of the company's holding subsidiaries can be adjusted internally according to the actual situation. The specific situation is as follows:
Unit: 10,000 yuan
Before this adjustment. This adjustment. After this adjustment. After the adjustment, the guarantor has not been transferred to the guaranteed party.
Guarantee line Agent line Guarantee line Use guarantee line for holding subsidiaries with an asset-liability ratio of more than 70% as of December 31, 2024
Zhejiang Tianyuan Biopharmaceuticals
Company and 30,000 -30,000 0 0
Industry Co., Ltd.
controlling subsidiary
Bu Changsheng, Luzhou, Sichuan
Company 49,000 30,000 79,000 9,000 Pharmaceutical Co., Ltd.
2. Basic information of the guaranteed person
(1) Luzhou Bu Chang
Type of guaranteed person Legal person
Name of the guaranteed party Sichuan Luzhou Buchang Biopharmaceutical Co., Ltd.
Type of guaranteed party and listed company
Holding subsidiaries
Company shareholding status
Luzhou Buchang is a holding subsidiary of the company, and the company holds 97.9545% of the shares. Hainan’s main shareholder and shareholding ratio is Qi Hongsheng Enterprise Management Partnership (Limited Partnership), which holds 2.0000% of the shares.
Wang Xin holds 0.0455% of the shares.
Legal representative Yang Chun
Unified social credit code 91510521314511313L
Established on September 17, 2014
Registration address: No. 480, West Section of Kangle Avenue, Lu County, Luzhou City, Sichuan Province
Registered capital: 400 million yuan
Company Type Other Limited Liability Company
Licensed projects: pharmaceutical production; pharmaceutical wholesale; pharmaceutical import and export (projects that are subject to approval according to law can only be carried out with the approval of relevant departments. Specific business projects are subject to approval documents or licenses from relevant departments) - Business scope General projects: pharmaceutical entrusted production; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; medical research and experimental development (except for projects that are subject to approval according to law, business activities can be carried out independently with a business license in accordance with the law).
September 30, 2025
Project December 31, 2024/January-September 2025
/2024 (audited)
(unaudited)
Total assets 235,841.47 222,315.29 Total liabilities 215,403.25 199,976.51Main financial indicators (10,000 yuan)
Net assets 20,438.22 22,338.78 Operating income 1,817.12 4.71 Net profit -1,900.57 -1,624.40 Asset-liability ratio 91.33% 89.95%
(2) Boyuan Runbu
Type of guaranteed person Legal person
Name of the guaranteed person: Beijing Boyuan Runbu Pharmaceutical R&D Co., Ltd.
Type of guaranteed party and listed company
Holding subsidiaries
Company shareholding status
Major shareholders and shareholding ratio: The company’s holding subsidiary Luzhou Buchang holds 100% of the shares
Legal representative Yang Chun
Unified social credit code 91110400MADJ4JFK0Y
Established on April 19, 2024
Registration address: 8406B, Floor 4, Building 3, No. 3 Yongchang North Road, Beijing Economic and Technological Development Zone, Beijing
unit
Registered capital RMB 25 million
Company type Limited liability company (sole proprietorship)
General projects: medical research and experimental development; technical services, technology development, technical consulting, technology exchange, technology transfer, and technology promotion. (Except for projects whose business scope must be approved in accordance with the law, business activities can be carried out independently with a business license and in accordance with the law) (It is not allowed to engage in business activities that are prohibited or restricted by the national and this city’s industrial policies.)
September 30, 2025
Project December 31, 2024/January-September 2025 (not yet
/2024 (audited)
audited)
Total assets 2,911.36 1,815.76 Total liabilities 2,652.10 1,798.92Main financial indicators (10,000 yuan)
Net assets 259.26 16.84 Operating income 5,603.77 1,092.45 Net profit 242.42 16.84 Asset-liability ratio 91.09% 99.07%
3. Main contents of the guarantee agreement
(1) "Guarantee Contract"
The company (guarantor) provides a joint liability guarantee of RMB 700,000,000 for the "Fixed Asset Loan Contract" signed between Luzhou Buchang (debtor) and ICBC Luxian Branch (creditor).
Guarantee method: joint liability guarantee
Guarantee scope:
The scope of the company's guarantee includes the principal of the principal claim (including the principal of the precious metal lease claim and its RMB amount converted according to the agreement on the precious metal lease contract), interest, precious metal lease fees and personalized service fees, compound interest, penalty interest, liquidated damages, damages, and over and underweight of the precious metal lease. Fees, exchange rate losses (related losses caused by exchange rate changes), related losses caused by changes in precious metal prices, transaction fees and other expenses incurred by the lender of the precious metal leasing contract when exercising corresponding rights in accordance with the main contract, and expenses for realizing creditor's rights (including but not limited to litigation fees, attorney fees, etc.).
- Guarantee period:
If the main contract is a loan contract or a precious metal lease contract, the guarantee period under this contract is: three years from the day after the expiration of the loan term or precious metal lease term under the main contract; if the Luxian Branch of the Industrial and Commercial Bank of China declares that the loan or precious metal lease will expire early in accordance with the provisions of the main contract, the guarantee period is three years from the day after the early expiration date of the loan or precious metal lease.
If the main contract is a bank acceptance agreement, the guarantee period is three years from the day after the ICBC Luxian Branch makes the external acceptance. If the main contract is the issuance of a guarantee agreement, the guarantee period is three years from the day after the Luxian Branch of the Industrial and Commercial Bank of China performs its guarantee obligations. If the main contract is a letter of credit issuance agreement/contract, the guarantee period is three years from the day after the ICBC Luxian Branch pays the amount under the letter of credit. If the main contract is other financing documents, the guarantee period shall be three years from the day after the creditor's rights specified in the main contract expire or expire in advance.
- Collateral: fixed assets under the name of Luzhou Buchang, with an estimated value of 240 million yuan.
(2) "Maximum Guarantee Contract"
The company (guarantor) provides a joint liability guarantee of RMB 30 million for the "Line of Credit Contract" signed between Boyuan Runbu (debtor) and Industrial Bank Beijing Pilot Free Trade Zone High-end Industrial Zone Branch (creditor).
Guarantee method: joint liability guarantee
Guaranteed quota validity period:
The guaranteed quota is valid from January 22, 2026 to January 21, 2027.
- Guarantee scope:
(1) The creditor's rights guaranteed by this contract (hereinafter referred to as "guaranteed creditor's rights") are all the creditor's rights formed against the debtor by the creditor providing various loans, financing, guarantees and other on- and off-balance sheet financial services to the debtor in accordance with the main contract, including but not limited to the creditor's principal, interest (including penalty interest, compound interest), liquidated damages, damages, and the creditor's expenses for realizing the creditor's rights, etc.
(2) The creditor's claims against the debtor that already existed before the guarantee amount of this contract began to be calculated and that both parties to this contract agreed to transfer to the maximum amount of guarantee agreed in this contract.
(3) During the validity period of the guarantee line, the creditor handles trade financing, acceptance, bill repurchase, guarantee and other financing businesses for the debtor. The creditor's claims against the debtor that occur after the guarantee limit is valid due to the debtor's refusal to pay, creditor advances, etc. also constitute part of the guaranteed creditor's rights.
(4) The principal, interest, other expenses, performance period, purpose, rights and obligations of the parties and any other related matters that the creditor enjoys due to the debtor's handling of various financings, guarantees and other on- and off-balance sheet financial businesses under the main contract shall be subject to the records of the relevant agreements, contracts, applications, notices, various vouchers and other relevant legal documents under the main contract, and the issuance or signing of the relevant agreements, contracts, applications, notices, various vouchers and other relevant legal documents does not require confirmation by the guarantor.
(5) To avoid ambiguity, all fees and expenses incurred by the creditor in connection with the preparation, perfection, performance or enforcement of this contract or the exercise of rights under this contract (including but not limited to attorney fees, litigation (arbitration) fees, fees for applying to a notary public for issuance of an execution certificate, etc.) shall constitute part of the guaranteed creditor's rights.
- Guarantee period:
(1) The guarantee period is calculated separately based on each financing provided by the creditor to the debtor under the main contract. For each financing, the guarantee period is three years from the expiration date of the debt performance period under the financing. (2) If the financing specified in a single main contract expires in batches, the guarantee period of each batch of debt is three years from the expiration date of each batch of financing performance period.
(3) If the main creditor's rights are repaid in installments, the guarantee period for each creditor's right will also be calculated in installments. The guarantee period is three years from the maturity date of each creditor's right.
(4) If the creditor and the debtor reach an extension agreement for any financing under the main contract, the guarantor hereby irrevocably acknowledges and agrees to the extension, and the guarantor will still bear joint and several liability for each financing under the main contract as stipulated in this contract. For each extended financing, the guarantee period is three years from the expiration of the debt performance period re-agreed in the extension agreement.
(5) If the creditor declares that the debt is due early in accordance with the provisions of laws and regulations or the main contract, the guarantee period is three years from the date of expiration of the debt performance period notified by the creditor to the debtor.
(6) The guarantee period under bank acceptance bills, letters of credit and letters of guarantee is three years from the date the creditor advances the money. If advances are made in installments, the guarantee period is calculated separately from the date of each advance.
(7) The guarantee period for commercial bill discounting is three years from the maturity date of the discounted bill.
(8) For other on- and off-balance sheet financial businesses provided by the creditor to the debtor, three years will begin from the expiration of the debt performance period under the financial business.
4. Necessity and Reasonability of Guarantee
This guarantee is a necessary guarantee for Luzhou Buchang and Boyuan Runbu to meet their daily operating needs, and is conducive to the stable operation and long-term development of the two holding subsidiaries. The performance of the guarantee has a positive effect on the company's development and efficiency improvement; the guaranteed enterprises have normal debt repayment capabilities, and there are no major contingencies that affect their debt repayment capabilities. Among them, the company holds 97.9545% of the equity of Luzhou Buchang and has absolute operating control over it. Boyuan Runbu is a wholly-owned subsidiary of the company's holding subsidiary Luzhou Buchang, and the company also has absolute operating control over it. Since the shareholding ratio of the minority shareholders of the two companies is small, no guarantee is provided based on the shareholding ratio. The risk of this guarantee is controllable and will not harm the interests of the company and shareholders.
5. Opinions of the Board of Directors
The guaranteed objects are the company's controlled subsidiaries. The company can effectively control its business operations and financial management. The controlled subsidiaries have stable operating conditions, have the ability to perform contracts, and have controllable risks. The provision of guarantees is also a reasonable allocation based on the company's business expansion needs within the scope of the company's consolidation. It is mainly to meet its capital turnover and daily production and operation needs. It does not affect the company's normal business development and capital use. There is no situation of transferring interests to related parties, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. It is in compliance with relevant laws and regulations and the provisions of the Articles of Association.
6. Cumulative number of external guarantees and number of overdue guarantees
As of the disclosure date of this announcement, the total guarantee provided by the company and its holding subsidiaries is RMB 2,653.3079 million, accounting for 25.97% of the company's audited net assets at the end of 2024. As of now, the company has no overdue external guarantees.
Announcement is hereby made.
Board of Directors of Shandong Buchang Pharmaceutical Co., Ltd.
March 25, 2026