证券代码：605266 证券简称：健之佳 公告编号： 2025-042 健之佳医药连锁集团股份有限公司关于召开2025年半年度业绩说明会的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 登录新浪财经APP 搜索【信披】查看更多考评等级 重要内容提示： 会议召开时间：2025年8月29日(星期五) 上午 10:00-11:00 会议召开地点：上海证券交易所上证路演中心（网址：https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于2025年8月22日(星期五) 至8月28日(星期四)16:00前登录上证路演中心网站首页点击"提问预 征集"栏目或通过公司邮箱ir@jzj.cn进行提问；或在2025年8月29日（星期五）10:00-11:00，通过互联网 登录上证路演中心（https://roadshow.sseinfo.com/），在线参与本次业绩说明会。公司将在说明会上对投 资者普遍关注的问题进行回答。 健之佳医药连锁集团股份有限公司（以下简称"公司"）将于2025年8月 ...

证券代码：605266 证券简称：健之佳 公告编号：2025-041 健之佳医药连锁集团股份有限公司关于全资子公司处置资产的公告 本公司董事会、全体董事及相关股东保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏， 并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ● 健之佳医药连锁集团股份有限公司（以下简称"公司"）全资子公司秦皇岛唐人医药连锁有限责任公司 （以下简称"秦皇岛唐人医药"）向自然人赵明女士出售位于秦皇岛市海港区北部工业区的一宗国有出让 工业用地的土地使用权及其地上建筑物的房屋所有权（以下简称"标的资产"），标的资产转让价格预计 为人民币2,400万元整。 ● 本次交易不构成关联交易 ● 本次交易不构成重大资产重组 ● 本次交易在董事会审批权限内，公司于2025年8月18日召开第六届董事会第十一次会议审议通过《关 于全资子公司处置资产的议案》，无需提交股东会审议。 一、交易概述 （一）本次交易的基本情况 1、本次交易概况 根据公司省级区域物流配送效率、成本管控原则及模式，各省级分部建立统一的物流中心负责区域物流 配送。 在河北分部，原由唐山原租赁仓库、秦皇岛自有产权仓库两个 ...

健之佳医药连锁集团股份有限公司关于为子公司提供担保的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 重要内容提示： ●担保对象及基本情况 ■ ●累计担保情况 ■ 一、担保情况概述 登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：605266证券简称：健之佳公告编号：2025-040 （一） 担保的基本情况 1、近日，健之佳医药连锁集团股份有限公司（以下简称"公司"）与恒丰银行股份有限公司昆明分行 （以下简称"恒丰银行"）签署《最高额保证合同》，约定为全资子公司云南健之佳连锁健康药房有限公 司（以下简称"连锁药房"）提供连带责任担保，保证担保最高债权额为5,000万元（大写：伍仟万元 整）的最高本金余额，及债权人依据主合同而享有的对债务人的其他债权在内的全部债权。 2、公司与中国进出口银行云南省分行（以下简称"进出口银行"）签署《保证合同》，约定为全资子公 司连锁药房与进出口银行签署《贸易金融授信业务总协议合同》提供连带保证担保，担保债权的最高债 权额为4,000万元（大写：肆仟万元整）本金、利息及债务人应 ...

Group 1 - The core viewpoint of the articles highlights the significant growth and development of the private economy in Wuhan, with a total of 1.159 million private enterprises and an increase of 182,000 new market entities in the first half of the year, marking a net growth rate of 13% [1] - The government is actively improving the business environment, as evidenced by the fifth session of the "Qingqing Government-Business Dialogue" where private entrepreneurs expressed satisfaction with the evolving conditions for entrepreneurship [2] - The establishment of a favorable business environment is crucial for economic development, with initiatives such as the integration of over 110 enterprise-related services and a streamlined approval process that allows for rapid issuance of necessary permits [3] Group 2 - Fair competition is being promoted through reforms in the bidding process and the implementation of a negative list system for market access, allowing private enterprises to compete on equal footing [4] - The legal framework is being strengthened to protect innovation, with a focus on intellectual property services and support for startups facing challenges, demonstrating a commitment to nurturing new business models [5][6] - The government is shifting its service model from "government providing services" to "enterprises selecting services," enhancing efficiency and ensuring that policy benefits reach businesses directly [8]

Summary of Key Points Core Viewpoint - The company has provided a guarantee for its wholly-owned subsidiary, Sichuan Yixintang Pharmaceutical Chain Co., Ltd., to secure a credit line of up to 1.368 billion yuan from banks, which is essential for the subsidiary's financing needs [2][5]. Group 1: Guarantee Overview - The company approved a comprehensive credit line of 1.368 billion yuan for Sichuan Yixintang at the 2024 third extraordinary general meeting [2]. - The guarantee is structured as a joint liability guarantee, with a maximum principal amount of 140 million yuan [3][5]. - The guarantee falls within the previously approved limit, thus no further approval procedures are required [3]. Group 2: Subsidiary Information - Sichuan Yixintang was established on November 27, 2013, with a registered capital of 414 million yuan [3]. - The company operates in various sectors, including drug retail, medical device sales, and health consultation services [3][4]. - As of March 31, 2025, Sichuan Yixintang reported total assets of approximately 1.911 billion yuan and total liabilities of about 1.734 billion yuan, resulting in a net asset value of around 177.5 million yuan [4]. Group 3: Guarantee Agreement Details - The creditor for the guarantee is Industrial Bank Co., Ltd., Chengdu Branch, and the guarantee covers all debts arising from the main contract, including principal, interest, penalties, and costs incurred in debt recovery [4][5]. - The guarantee period is set for three years from the maturity date of each debt under the main contract [5]. - After this guarantee, the total amount of external guarantees by the company and its subsidiaries will be 1.29227 billion yuan, with a current balance of 839.7977 million yuan, which does not exceed the audited net assets for 2024 [5].

Group 1 - The company plans to sign a "Equity Custody Agreement" with Tianjin Pharmaceutical Asset Management Co., Ltd. to enhance business synergy with pharmacy chains and improve market competitiveness and sustainable development capabilities [1][2] - The agreement involves entrusting the company with the management of 100% equity rights of Tianjin Pharmaceutical Group Tianyi Hall Chain Co., Ltd. for a period of three years, with an annual management fee of 100,000 RMB, totaling 300,000 RMB over the three years, which is 0.004% of the company's latest audited net assets [2][3] - The transaction constitutes a related party transaction as Tianjin Pharmaceutical Asset Management is a wholly-owned subsidiary of the company's controlling shareholder, Tianjin Pharmaceutical Group [2][3] Group 2 - The financial data of Tianjin Pharmaceutical Asset Management shows total assets of 1,183,345.28 million RMB and a net loss of 43,771.07 million RMB as of December 31, 2024 [3] - The target company, Tianjin Pharmaceutical Group Tianyi Hall Chain Co., Ltd., has total assets of 2,518.06 million RMB and a net profit of -1,142.74 million RMB for the last audited year [3][5] - The pricing policy for the transaction was determined based on the resources the company intends to invest and follows principles of voluntariness, fairness, and justice, ensuring no harm to the interests of the company and non-related shareholders [5][6] Group 3 - The main terms of the "Equity Custody Agreement" include the company acting as the custodian of the equity, with the right to manage and exercise shareholder rights on behalf of Tianjin Pharmaceutical Asset Management [6][7] - The agreement stipulates that Tianjin Pharmaceutical Asset Management will bear all investment and operational risks during the custody period, and the company will not be liable for any losses incurred [8][9] - The transaction is expected to enhance resource coordination and operational quality of the target company, without affecting the company's consolidated financial statements or operational independence [11][12] Group 4 - The board of directors approved the related party transaction, with related directors abstaining from voting, and independent directors expressing agreement [11][12] - Historical related party transactions in the past 12 months amounted to 17,327,500 RMB, representing 0.22% of the company's latest audited net assets [12][13]

Group 1 - The company plans to sell 100% equity of its subsidiary, Qinghai Zhongyou Health Huijia Pharmaceutical Chain Co., Ltd., to Jilin Zhiyu Technology Co., Ltd. for a price of 100 million RMB [1] - The company has received 70 million RMB of the equity transfer payment and has transferred 51% of the equity to Zhiyu Technology, but due to the failure of Zhiyu Technology to pay the remaining amount, the company has filed a lawsuit [2] - On June 9, 2025, Zhiyu Technology paid 20 million RMB to the court account as part of the equity transfer payment [2][3] Group 2 - Qinghai Huijia has completed the industrial and commercial change and is now a wholly-owned subsidiary of Zhiyu Technology [2] - The company has received 20 million RMB from the Huangshi City Xiaolu District People's Court [3] - Qinghai Huijia has made the first payment to the company as per the settlement agreement regarding previous borrowings [3]

Group 1: Capital Increase Announcement - The company approved a capital increase of 466 million yuan for five wholly-owned subsidiaries to support operational development [1] - The subsidiaries involved are Yunnan Jianzhijia Medical Service Co., Yunnan Jianzhijia Chongqing Qinkang Pharmaceutical Co., Liaoning Jianzhijia Pharmaceutical Co., Hebei Tangren Pharmaceutical Co., and Hebei Jianzhijia Tangren Chain Pharmacy Co. [1] - The capital increase will be completed within one year after the board's approval [1] Group 2: Guarantee for Subsidiary - The company provided a guarantee of 20 million yuan for its wholly-owned subsidiary, Yunnan Jianzhijia Chain Health Pharmacy Co. [4] - As of the announcement date, the total guarantees provided by the company for the subsidiary amounted to 531.57 million yuan [4] - The company has no overdue external guarantees, and all guarantees are for wholly-owned subsidiaries [4][10] Group 3: Guarantee Details - The company signed a maximum guarantee contract with Fudian Bank for a credit limit of 20 million yuan for the subsidiary [5] - The total credit limit for the company and its subsidiaries is capped at 8 billion yuan, with specific allocations for operational and project financing [6][7] - The guarantees are intended to support the subsidiary's operational development and improve overall financing efficiency [9]

Core Viewpoint - Yixin Pharmaceutical Group Co., Ltd. has approved an investment by its wholly-owned subsidiary, Guizhou Hongxiang Yixintang Pharmaceutical Chain Co., Ltd., to acquire land use rights and associated structures for a total investment of RMB 32.8 million [2]. Group 1: Investment Details - The investment involves acquiring land use rights and buildings located at No. 13, Longdongbao Food Industrial Park, Nanning District, Guiyang City, which has a building area of 17,521.25 square meters [2]. - The total area of the land parcel is 26,122.49 square meters, designated for industrial use [2][4]. - The land use rights are granted for a period starting from January 15, 2014, to January 15, 2064 [4]. Group 2: Legal and Administrative Aspects - The land use rights have been officially registered, and the company has obtained the "People's Republic of China Real Estate Property Certificate" for the property [2]. - The rights are classified as state-owned construction land use rights with a transfer nature [2].

Core Viewpoint - The legal opinion from Beijing DeHeng Law Offices confirms that the differentiated dividend distribution plan of Jianzhijia Pharmaceutical Chain Group Co., Ltd. complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [6]. Group 1: Reasons for Differentiated Dividend - Jianzhijia held its sixth board meeting on June 20, 2024, approving a share repurchase plan using self-owned funds to maintain company value and shareholder rights, with 1,143,260 shares repurchased by the announcement date [2]. - A subsequent board meeting on September 19, 2024, approved another share repurchase plan, resulting in an additional 903,400 shares repurchased [4]. - On October 29, 2024, a third board meeting approved a plan to repurchase 4,338,200 shares, totaling 6,384,860 shares that will not participate in profit distribution [4]. Group 2: Differentiated Dividend Plan - The company plans to distribute a cash dividend of RMB 11.00 per 10 shares (including tax) based on the total share capital minus the repurchased shares, resulting in a total of 162,973,874.80 RMB to be distributed [5]. - The total share capital as of the legal opinion date is 154,542,928 shares, with 6,384,860 shares excluded from the distribution, leading to 148,158,068 shares participating in the dividend [5]. Group 3: Calculation Basis for Differentiated Dividend - The reference price for ex-dividend is calculated as approximately 22.0500 RMB per share, based on the closing price of 23.15 RMB minus the cash dividend [5]. - The virtual distribution calculation shows a minor impact on the ex-dividend reference price, estimated at approximately 0.2059% [5]. Group 4: Conclusion - The legal opinion concludes that the differentiated dividend distribution plan is in accordance with the Company Law, Securities Law, and relevant regulations, ensuring no detriment to the company or its shareholders [6].