Guotai Junan Securities Co.Ltd(601211)
About Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) issuing shares and paying cash to purchase assets and raise supporting funds
And related party transactions
Verification opinions
Independent financial advisor
No. 618, Shangcheng Road, China (Shanghai) pilot Free Trade Zone
January, 2002
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " or "independent financial consultant") as an independent financial consultant for Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) (hereinafter referred to as "company", "listed company" or " Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) ") to issue shares, pay cash to purchase assets, raise supporting funds and related party transactions (hereinafter referred to as "this transaction"), according to the company law of the people's Republic of China The securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, the measures for the administration of securities issuance of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant regulatory requirements, The Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) matters related to the lifting of the ban and listing and circulation of restricted shares in this exchange have been reviewed, and the following verification opinions have been issued. 1、 Basic information of the lifting of restricted shares this time
Approved by the reply of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on approving Nanfang Shuanglin biopharmaceutical Co., Ltd. to issue shares to Harbin tongzhicheng Technology Development Co., Ltd. to purchase assets and raise supporting funds (zjxk [2020] No. 3412), The company has issued 80381128 shares to Harbin tongzhicheng Technology Development Co., Ltd. (hereinafter referred to as "tongzhicheng technology"), 22916777 shares to Harbin Lanxiang biotechnology Consulting Co., Ltd. (hereinafter referred to as "Lanxiang biology"), and 21808400 shares to Ningbo Guojun Yuanfeng investment management partnership (limited partnership) (hereinafter referred to as "Yuanfeng investment"), 15149684 shares were issued to Tibet zheyan Investment Management Co., Ltd. (hereinafter referred to as "zheyan investment"), 16029172 shares were issued to Yang Feng, 16029172 shares were issued to Yang Li, 10686115 shares were issued to Zhang Jingrui, and 1284730 shares were issued to Tibet Yiwei Venture Capital Management Co., Ltd. (hereinafter referred to as "Yiwei investment"), 679751 shares were issued to Hangzhou Jingxiang equity investment partnership (limited partnership) (hereinafter referred to as "Jingxiang investment"), 407850 shares were issued to Zhejiang Free Trade Zone Hengsheng Investment Management Co., Ltd. (hereinafter referred to as "Hengsheng investment"), and 339875 shares were issued to Ningbo ronghua investment partnership (limited partnership) (hereinafter referred to as "ronghua investment"), Issued 142747 shares to Zhejiang mintou zhejiu investment management partnership (limited partnership) (hereinafter referred to as "zhejiu investment") in Ningbo Meishan bonded port area, 371144 shares to Wang Caicai, 356869 shares to Luan Boping, 356869 shares to Guan Muxi, 356869 shares to Qin Ling, 356869 shares to Wu Zhengqing Issued 356869 shares to Luo Jinhong, 356869 shares to Yin Qiaolian, 356869 shares to Zheng Tao, 999234 shares to Li Hao, 815701 shares to Weng Liang, 713738 shares to Wu Di and 342594 shares to Fang Chunfeng.
China Securities Depository and Clearing Corporation Limited Shenzhen Branch accepted the application materials for registration of non-public issuance of new shares by listed companies on January 21, 2021. The first day of listing of the above-mentioned new shares is January 29, 2021, which is restricted to sale shares. 2、 Commitments and performance of shareholders applying for lifting restricted shares this time
The shareholders applying for lifting the restrictions on the sale of shares include tongzhicheng technology, Lanxiang biology, Yang Li, Yang Feng, Zhang Jingrui, Yuanfeng investment, Yiwei investment, Jingxiang investment, Hengsheng investment, 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.
(I) commitments made by shareholders applying for lifting restricted shares
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, and with the consent of Zhicheng Technology and lanxiangyi, the compensation obligor promises that paisficho will be in 2020, 2021 and 2022, biology, Yang Feng, Yang Li The net profit after tax realized in 2023 (based on the net profit attributable to the shareholders of the parent Zhang Jingrui 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 of tongzhicheng technology and Lanxiang, Then 25% of the shares of the listed company obtained by me / the enterprise in this offering, including biology, Yang Li, Yang Feng, and the remaining part (if any) after deducting the number of Zhang Jingrui shares to be compensated in the first year of the performance commitment compensation period agreed in the performance commitment compensation agreement, can be unlocked;
(2) Second unlocking: the listed company's shares obtained in this offering have been listed for 24 months, 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 second year of the performance commitment compensation period 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 listing of the shares of the listed company obtained in this offering has expired for 36 months, and the accounting firm that meets the securities law and the regulations of the regulatory authority has evaluated the performance of paisficho
If the actual net profit in the third year of the commitment compensation period is audited and the special audit report is issued, 75% of the shares of the listed company obtained by me / the enterprise in this offering will be deducted from the first and second years of the performance commitment compensation period agreed in the performance commitment compensation agreement The remaining unlocked part (if any) after accumulating the number of shares to be compensated in the third year can be unlocked;
(4) The fourth unlocking: the listing of the shares of the listed company obtained in this offering has expired for 48 months, The accounting firm that complies with the provisions of the securities law and the regulatory authorities has audited the actual net profit of paisficho in the fourth year of the performance commitment compensation period and issued the special audit report, and has issued the impairment test report of paisficho after the expiration of the performance commitment compensation period, 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 filed for investigation by the judicial organ or by the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, I / the enterprise will not transfer the shares with interests in the listed company until the conclusion of the case investigation is clear.
5. If my / our commitment to the above share lock-in period is inconsistent with the latest regulatory opinions of the securities regulatory authority, I / our company will make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authority.
6. After the expiration of the above-mentioned lock up period, its transfer will be carried out in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
1. The shares of the listed company obtained by the partnership 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.
2. After the end of this offering, the partnership shall also abide by the above agreement for the increased shares of the listed company held by the listed company based on the reasons such as bonus shares given by the listed company, conversion of share capital, etc.
3. If the offering is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements, Yuanfeng investment or major omissions of the information provided or disclosed, the partnership will not transfer the shares with interests in the listed company until the investigation conclusion of the case is clear.
4. If the above share lock up period commitment of the partnership is inconsistent with the latest regulatory opinions of the securities regulatory authority, the partnership will make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authority.
5. After the expiration of the above-mentioned lock up period, its transfer will be carried out in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
1. The shares of the listed company obtained by me / the enterprise through this reorganization shall be issued from the date of the end of this issuance
No transfer shall be made in any way within 12 months, including but not limited to public transfer through the securities market or direct or indirect transfer by agreement.
2. If the shares of the listed company obtained in this offering are used to subscribe for the property shares of the underlying enterprise corresponding to this offering (whichever is the later of the completion date of industrial and commercial registration and the date of full payment of capital contribution) and have been owned by Yiwei investment and Jingxiang investment for less than 12 months, the shares of the above listed company obtained by them shall be from the date of listing to capital, Hengsheng investment Rong shall not be transferred on the expiration of 36 months. After the end of this offering, the partnership shall also abide by the above agreements based on the shares of listed companies increased by Luan Boping, Guan Muxi and Guan Muxi, such as bonus shares and share capital of listed companies. Qin Ling, Wu Zhengqing, Luo 4. If the offering is filed for investigation by the judicial organ or by the CSRC due to the suspected false records, misleading statements, Jin Hong, Yin Qiaolian, Zheng or major omissions of the information provided or disclosed, before Tao, Li Hao, Weng Liang and the conclusion of the case investigation are clear, The partnership does not transfer Wu Di's and Fang Chunfeng's shares with interests in the listed company.
5. If the above share lock up period commitment of the partnership is inconsistent with the latest regulatory opinions of the securities regulatory authority, the partnership will make corresponding adjustments according to the regulatory opinions of the relevant securities regulatory authority.
