Baheal Pharmaceutical: Announcement on the progress of subsidiaries providing guarantees for subsidiaries
Securities code: 301015 Securities abbreviation: Baiyang Pharmaceutical Announcement number: 2025-102 Bond code: 123194 Bond abbreviation: Baheal Convertible Bonds
Qingdao Baiyang Pharmaceutical Co., Ltd.
Announcement on the progress of subsidiaries providing guarantees to subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and contains no false records, misleading statements or major omissions.
Recently, in order to meet the funding needs for the business development of its subsidiaries, Shanghai Baiyang Pharmaceutical Co., Ltd. (hereinafter referred to as "Baiyang Pharmaceutical"), a holding subsidiary of Qingdao Baiyang Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), provided a joint liability guarantee for its wholly-owned subsidiary Shanghai Baiyang Pharmaceutical Technology Co., Ltd. (hereinafter referred to as "Shanghai Pharmaceutical"). The specific situation is as follows:
1. Overview of guarantee situation
The company held the 31st meeting of the third session of the Board of Directors on April 22, 2025 and the 2024 Annual General Meeting of Shareholders on May 14, 2025. They reviewed and approved the "Proposal on the Estimated External Guarantee Line for 2025" and agreed that Baheal Pharmaceutical would provide Shanghai Pharmaceuticals with a guarantee line of no more than 402 million yuan. The guarantee line is valid for 12 months from the date of adoption of the resolution of the 2024 Annual General Meeting of Shareholders. For details, please refer to the relevant announcements disclosed by the company on the Juchao Information Network (www.cninfo.com.cn).
2. Guarantee progress
Recently, in order to meet daily operating needs, Shanghai Pharmaceuticals applied for a comprehensive credit line from Shanghai Branch of China Merchants Bank Co., Ltd. (hereinafter referred to as "China Merchants Bank"). In order to support the business development of its subsidiaries, Baheal Pharmaceutical issued the "Maximum Irrevocable Guarantee Letter" to provide joint liability guarantee for the above-mentioned credit line. The maximum limit of the principal balance of the guaranteed credit line is RMB 50 million. This guarantee matter is within the scope of the aforementioned guarantee amount, and there is no need to convene separate meetings of the board of directors and shareholders for review.
Before this guarantee, the balance of the guarantee provided by Baheal Pharmaceutical to Shanghai Pharmaceutical and still within the guarantee period was 69.106 million yuan; after this guarantee, the balance of guarantee provided by Baheal Pharmaceutical to Shanghai Pharmaceutical and still within the guarantee period was 69.106 million yuan, and the available guarantee limit of Shanghai Pharmaceutical was 220 million yuan.
Note: The guarantee balance is calculated based on the actual loan balance, of which 39.866 million yuan is the guarantee balance generated by using the guarantee line reviewed and approved by the company's 2024 annual shareholders' meeting, and 29.24 million yuan is the guarantee balance generated by using the guarantee line reviewed and approved by the previous Baheal Pharmaceutical shareholders' meeting; the available guarantee limit is calculated based on the remaining available limit after signing this guarantee contract.
3. Main contents of the guarantee letter
Guarantor: Shanghai Baiyang Pharmaceutical Co., Ltd.
Credit applicant: Shanghai Baiyang Pharmaceutical Technology Co., Ltd.
Credit grantor: Shanghai Branch of China Merchants Bank Co., Ltd.
Guarantee method: joint liability guarantee
Maximum limit of guaranteed credit principal balance: RMB 50,000,000
Guarantee scope: The sum of the loan and other credit principal balance provided by China Merchants Bank to the credit applicant within the credit limit in accordance with the Credit Agreement (the maximum limit is RMB 50,000,000), as well as related interest, penalty interest, compound interest, liquidated damages, delayed performance fees, factoring fees, fees for realizing guarantees and claims, and other related expenses.
Guarantee liability period: from the effective date of this guarantee to the maturity date of each loan or other financing under the "Credit Agreement" or the receivable claims assigned by China Merchants Bank or the advance date of each advance, plus three years. If any specific credit extension is extended, the guaranteed period will extend until the expiration of the extension period plus three years.
Credit period: December 18, 2025 to December 17, 2026
4. Opinions of the Board of Directors
Baheal Pharmaceutical provides guarantee to Shanghai Pharmaceutical to support its business development. The amount of this guarantee is within the guarantee limit approved by the company's shareholders' meeting. Shanghai Pharmaceutical is a wholly-owned subsidiary of Baiyang Pharmaceutical. The company can effectively control its business activities. Shanghai Pharmaceutical has stable operations, good credit status, and good solvency. The above guarantees are in the overall interests of the company and will not harm the interests of the company and shareholders.
5. Cumulative number of external guarantees and number of overdue guarantees
After the guarantee is provided this time, the total guarantee amount of the company and its holding subsidiaries is 2,087.4 million yuan, accounting for 87.89% of the company's latest audited net assets. As of the date of this announcement, the total balance of external guarantees provided by the company and its holding subsidiaries was 425.0508 million yuan, accounting for 17.90% of the company's latest audited net assets.
The company and its holding subsidiaries do not provide guarantees to units outside the consolidated statements. The company and its holding subsidiaries have no overdue guarantees, no guarantee matters involving litigation, and there is no situation where the company should bear losses due to a judgment against the guarantee.
Note: The total amount of guarantee lines of the company and its holding subsidiaries is the sum of the external guarantee lines approved by the company's 2024 annual shareholders' meeting, the guarantee lines that have been approved and currently in use in previous years, and the guarantee lines approved and currently in use by the shareholders' meeting of its holding subsidiaries.
6. Documents for reference
Resolution of the 2024 Annual General Meeting of Shareholders;
The "Maximum Irrevocable Guarantee" issued by Baheal Pharmaceutical to China Merchants Bank.
Announcement is hereby made.
Board of Directors of Qingdao Baiyang Pharmaceutical Co., Ltd.
December 19, 2025