Securities code: 000403 securities abbreviation: Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) Announcement No.: 2022-006 Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403)
Suggestive announcement on the listing and circulation of some restricted shares
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The number of shareholders who lifted the restricted shares this time was 22, and the number of shares lifted was 66543294, accounting for 9.08% of the total share capital of the company;
2. The listing and circulation date of the restricted shares: February 7, 2022.
1、 Basic information on the acquisition of restricted shares this time
1. Approval of restricted shares
On December 17, 2020, Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) (hereinafter referred to as the "company" and " Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) ") received the reply on approving Southern Shuanglin biopharmaceutical Co., Ltd. to issue shares to purchase assets and raise supporting funds from Harbin tongzhicheng Technology Development Co., Ltd. (zjxk [2020] No. 3412) approved and issued by the CSRC, The company privately issued 191595895 RMB ordinary shares (A shares) to 24 specific objects at a subscription price of 17.47 yuan / share.
2. Registration and listing of shares
According to the acceptance letter of application for share registration (business No.: 101000010847) issued by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited on January 21, 2021, it has accepted the application materials for registration of non-public offering of new shares of the company on January 21, 2021, and the relevant shares will be officially included in the register of shareholders of the listed company after being recorded in the account. The number of new shares in this non-public offering is 191595895. The nature of the shares is tradable shares with limited sales conditions, and they were listed on the main board of Shenzhen Stock Exchange on January 29, 2021.
3. Details of subscription objects and number of shares
Serial number name of subscription object number of shares subscribed (shares)
1 Harbin Lanxiang biotechnology Consulting Co., Ltd. 22916777
2 Harbin tongzhicheng Technology Development Co., Ltd. 80381128
3 Yang Li 16029172
4 Yang Feng 16029172
5 Zhang Jingrui 10686115
6 Ningbo Guojun Yuanhong Investment Management Co., Ltd. - Ningbo Guojun Yuanfeng investment management 21808400
Partnership (limited partnership)
7 Fang Chunfeng 342594
8 Wang Caicai 371144
9 Zheng Tao 356869
10 guanmuxi 356869
11 Li Hao 999234
12 Weng Liang 815701
13 Hangzhou Jingxiang equity investment partnership (limited partnership) 679751
14 Qin Ling 356869
15 Luo Jinhong 356869
Tibet Yiwei Venture Capital Management Co., Ltd. 1284730
17 Yin Qiaolian 356869
18 Wu Zhengqing 356869
19 Ningbo ronghua investment partnership (limited partnership) 339875
20 Luan Boping 356869
21 Wu Di 713738
22 Zhejiang Free Trade Zone Hengsheng Investment Management Co., Ltd. 407850
23 Tibet zheyan Investment Management Co., Ltd. 15149684
24 Tibet Zhejing Investment Management Co., Ltd. - Zhemin investment 142747, Ningbo Meishan bonded port area
Zhejiu investment management partnership (limited partnership)
Total 191595895
2、 Implementation of commitments by shareholders applying for lifting share restrictions this time
The shareholders applying for lifting the share restriction include: Harbin tongzhicheng Technology Development Co., Ltd. (hereinafter referred to as "tongzhicheng technology"), Harbin Lanxiang biotechnology Consulting Co., Ltd. (hereinafter referred to as "Lanxiang biology"), Yang Li, Yang Feng, Zhang Jingrui Ningbo Guojun Yuanhong Investment Management Co., Ltd. - Ningbo Guojun Yuanfeng investment management partnership (limited partnership) (hereinafter referred to as "Yuanfeng investment"), Tibet Yiwei Venture Capital Management Co., Ltd. (hereinafter referred to as "Yiwei investment"), Hangzhou Jingxiang equity investment partnership (limited partnership) (hereinafter referred to as "Jingxiang investment") Zhejiang Free Trade Zone Hengsheng Investment Management Co., Ltd. (hereinafter referred to as "Hengsheng investment"), Ningbo ronghua investment partnership (limited partnership) (hereinafter referred to as "ronghua investment"), Wang Caicai, Luan Boping, Guan Muxi, Qin Ling, Wu Zhengqing, Luo Jinhong, Yin Qiaolian, Zheng Tao, Li Hao, Weng Liang, Wu Di and Fang Chunfeng, with a total of 22 shareholders.
1. The commitment made by the shareholders applying for lifting the share restriction
(1) Performance commitment
Commitment subject and commitment content
According to the performance commitment compensation agreement signed between the company and the compensation obligor and its supplementary agreement, the transaction agreed with Zhicheng Technology and Lanxiang, and the compensation obligor promised to implement Bioscience, Yang Feng, Yang Li The current net profit after tax (based on the net profit of Zhang Jingrui attributable to the shareholders of the parent company after deducting non recurring profits and losses in the consolidated statements) shall not be less than 75 million yuan, 120 million yuan, 180 million yuan and 22 million yuan respectively.
(2) Commitment on share restriction
Commitment subject and commitment content
1. The shares of the listed company obtained by me / the enterprise through this reorganization shall not be transferred in any way within 12 months from the date of the end of this issuance, including but not limited to public transfer through the securities market or direct or indirect transfer through agreement. These shares can be unlocked in the following ways after the expiration of 12 months from the date of issuance:
(1) The first unlocking: 12 months have passed since the end of the issuance of the shares of the listed company obtained in this issuance, and the accounting firm that meets the provisions of the securities law and the regulatory authorities has audited the actual net profit of paisficho in the first year of the performance commitment compensation period and issued the special audit report, Then the remaining part (if any) of 25% of the shares of the listed company obtained by me / the enterprise in this offering after deducting the number of shares to be compensated in the first year of the performance commitment compensation period agreed in the performance commitment compensation agreement can be unlocked;
The second unlocking of tongzhicheng technology and Lanxiang (2): the listing of the shares of the listed company obtained in this issuance has expired for 24 months, and biological, Yang Li, Yang Feng and accounting firms in line with the securities law and the regulations of the regulatory authorities have audited the actual net profit of paisficho in the second year of the performance commitment supplementary payment period of Jingrui and issued the special audit report, Then the remaining unlocked part (if any) of 50% of the shares of the listed company obtained by me / the enterprise in this offering after deducting the cumulative number of shares to be compensated in the first and second years of the performance commitment compensation period agreed in the performance commitment compensation agreement can be unlocked;
(3) The third unlocking: the listed company's shares obtained in this offering have been listed for 36 months, and the accounting firm that meets the provisions of the securities law and regulatory authorities has audited the actual net profit of paisficho in the third year of the performance commitment compensation period and issued the special audit report, Then the remaining unlocked part (if any) of 75% of the shares of the listed company obtained by me / the enterprise in this offering can be unlocked after deducting the cumulative number of shares to be compensated in the first, second and third years of the performance commitment compensation period agreed in the performance commitment compensation agreement;
(4) The fourth unlocking: the listing of the shares of the listed company obtained in this offering has expired for 48 months, and the accounting firm that complies with the securities law and the regulations of the regulatory authority has made up for the performance commitment of pasfico
Audit the actual net profit in the fourth year of the repayment period, issue the special audit report, and issue the impairment test report of pasfico after the expiration of performance commitment compensation, Then 100% of the shares of the listed company obtained by me / the enterprise in this offering will be deducted from the performance commitment compensation period in the first, second, third year The remaining unlocked part (if any) after the cumulative number of shares to be compensated in the fourth year and the number of shares to be compensated in the impairment test can be unlocked.
2. In order to ensure the realizability of performance commitment compensation, during the performance commitment period, I / the enterprise guarantees that the shares of the listed company obtained in this issuance will be used to fulfill the performance compensation commitment first and will not evade the compensation obligation by means of pledge of shares: when pledging these shares in the future, The pledgee will be informed in writing of the potential performance commitment compensation obligations of the above shares according to the performance commitment compensation agreement, and make clear agreements with the pledgee on the use of relevant shares to pay performance compensation in the pledge agreement.
3. After the end of this offering, I / the company shall also abide by the above agreement for the shares of the listed company that I / we increase based on the reasons such as bonus shares from the listed company, conversion to share capital, etc.
4. If the offering is suspected of false records, misleading statements or major omissions in the information provided or disclosed, it is filed for investigation by the judicial organ or the CSRC
