Announcement of providing guarantee

release time:

2025-05-23 10:41

Announcement of providing guarantee

AnnouncementNumber: 2025-010

Stock code: 832316                          Securities abbreviation: Tian Zheng Biotech                       Host brokerage: Shenwan Hongyuan underwriting sponsor

 

Jilin Tianzheng Biotechnology Co., Ltd

Announcement of providing guarantee

 

The Company and all members of the Board of Directors warrant that the content of the announcement is true, accurate and complete, and there are no false records, misleading statements or material omissions, and assume individual and joint legal responsibility for the authenticity, accuracy and completeness of its content.

 

I. Overview of the Guarantee Situation
(1) Basic information on the guarantee
Hunchun Deren Pharmaceutical Co., LTD., a wholly-owned subsidiary of the company, plans to sign a loan contract with the Hunchun Branch of Industrial and Commercial Bank of China Co., LTD. The estimated loan amount is no more than 1.9 million RMB, with a loan term of one year. Meanwhile, the parent company, Jilin Tianzheng Biotechnology Co., LTD., will provide a guarantee for it (the specific guarantee situation is subject to the signed contract).
(II) Whether it constitutes a related party transaction
This transaction does not constitute a related-party transaction.
(3) Review and voting situation
On May 21, 2025, the company held the 11th meeting of the 4th Board of Directors, which reviewed and approved the "Proposal on the Company Providing Guarantee for the Bank Loan of Its Wholly-owned Subsidiary". The voting result was: 5 votes in favor, 0 votes against, and 0 abstentions. Abstention from voting: None.
According to the provisions of the Company's Articles of Association, this motion does not need to be submitted to the shareholders' meeting for deliberation.
 

Ii. Basic Information of the Guaranteed Party
(1) Legal persons and other economic organizations
1. Basic information of the guaranteed party
Name: Hunchun Deren Pharmaceutical Co., LTD
Date of establishment: March 5, 2004
Address: Shop No. 1, 2, 3, 4, Building 117, Huanya Shancheng Community, Jinghe Street, Hunchun City, Yanbian Prefecture, Jilin Province

Registered Address: Shop No. 1, 2, 3, 4, Building 117, Huanya Mountain City Community, Jinghe Street, Hunchun City, Yanbian Prefecture, Jilin Province
Registered capital: 6,000,000 yuan
Main business: Wholesale: Chinese patent medicines, chemical drug preparations, antibiotics, Chinese herbal decoction pieces, biological products (except vaccines), anabolic preparations, peptide hormones, health food, medical devices, medical disinfectants, medical supplies and equipment, disinfection products, food, daily necessities, household appliances, cosmetics, hygiene products; Pharmaceutical and medical consultation services Import and export trade permitted by laws and regulations. (Business activities subject to approval in accordance with the law may only be carried out after approval by the relevant authorities.)
Legal representative: CAI Timing
Controlling shareholder: Jilin Tianzheng Biotechnology Co., LTD
Actual controller: Jilin Tianzheng Biotechnology Co., LTD
Whether it is the controlling shareholder, the actual controller and their related parties: No
Whether to provide counter-guarantee: No
Affiliated relationship: The guaranteed party is a wholly-owned subsidiary of the company
2. Credit status of the guaranteed party
Credit status: Not a dishonest person subject to enforcement
Total assets as of December 31, 2024:30,536,136.53 yuan
Total current liabilities as of December 31, 2024:11,365,330.00 yuan
Net assets as of December 31, 2024:19,170,806.53 yuan
The asset-liability ratio as of December 31, 2024:37.22%
The asset-liability ratio as of December 31, 2024:37.22%
Operating income as of December 31, 2024:11,131,301.66 yuan
Total profit as of December 31, 2024: -2,544,143.52 yuan
Net profit as of December 31, 2024: -2,045,821.45 yuan
Audit status: As of December 31, 2024, the financial data was audited by Zhongxi Certified Public Accountants (Special General Partnership).
 

Iii. Main Contents of the Guarantee Agreement
Hunchun Deren Pharmaceutical Co., LTD., a wholly-owned subsidiary of the company, plans to sign a loan contract with the Hunchun Branch of Industrial and Commercial Bank of China Co., LTD. The estimated loan amount is no more than 1.9 million RMB, with a loan term of one year. Meanwhile, the parent company, Jilin Tianzheng Biotechnology Co., LTD., will provide a guarantee for it (the specific guarantee situation is subject to the signed contract).
 

Iv. Opinions of the Board of Directors
(1) Reasons for guarantee
Due to business development needs, provide guarantees for wholly-owned subsidiaries.
(II) Benefits and Risks of the guarantee matter
This guarantee will not bring significant financial risks to the company, and the guarantee risk is controllable.
(III) Impact on the Company
This guarantee will not have an adverse impact on the company's production and operation activities, nor will it harm the interests of the company and all shareholders.

 

V. Cumulative Situation of providing Guarantees

Project

Amount/ten thousand yuan

The proportion of the company's latest audited net assets

The balance of guarantees provided by the listed company and its holding subsidiaries to entities outside the consolidated financial statements of the listed company

-

-

The balance of guarantees provided by the listed company to its wholly-owned subsidiaries

870

2.67%

The guarantee balance exceeding 50% of its latest audited net assets

-

-

The balance of guarantees provided for guarantee objects with a debt-to-asset ratio exceeding 70%

-

-

The balance of guarantees corresponding to overdue debts

-

-

The amount of security involved in litigation

-

-

The amount of guarantee that should be borne due to a loss in a guarantee judgment

-

-

 

Vi. Reference Documents
Resolution of the 11th Meeting of the 4th Board of Directors of Jilin Tianzheng Biotechnology Co., LTD.
 

 

Jilin Tianzheng Biotechnology Co., LTD
Board of Directors
May 22, 2025