Securities code: 603168 securities abbreviation: Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) Announcement No.: pro 2022-012 Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168)
Announcement on share reduction plan of shareholders holding more than 5% through centralized bidding
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Basic information of shareholding of major shareholders: as of January 27, 2022, the major shareholder of Zhejiang Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”, ” Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) “) Shanghai Jingxing Industrial Investment Co., Ltd. (hereinafter referred to as “Shanghai Jingxing”) held 2145239 tradable shares with Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) unlimited sales conditions, Accounting for 6.6500% of the total share capital of Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) 322592499 shares.
Main contents of the centralized bidding reduction plan: due to the needs of its own strategic development plan and the capital needs of foreign investment, Shanghai Jingxing will make appropriate reduction arrangements according to the market conditions within 6 months after 15 trading days after the announcement of the reduction plan, i.e. from March 1, 2022 to August 27, 2022; It is proposed to reduce its holdings through centralized bidding trading through the Shanghai stock exchange system, with the reduction amount not exceeding 6.45 million shares, that is, not exceeding 2% of the total share capital of Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) , and the reduction price shall be determined according to the market price. If the company has any share change during the planned reduction period, such as share distribution, conversion of capital reserve to share capital, the above reduction amount will be adjusted accordingly.
1、 Basic information of the main body of centralized bidding reduction
Number of shares held
Shareholder name shareholder identity shareholding proportion current shareholding source
(shares)
More than 5% of Shanghai Jingxing’s non IPO acquisition: 214400400 shares, a major shareholder 21452390 6.6500% centralized bidding transaction acquisition: 12350 shares
Note: the above holdings include shares obtained by means of profit distribution and conversion of capital reserve into share capital.
The above reduction subjects have no concerted action.
Share reduction of major shareholders in the past 12 months
Reduction quantity reduction price range early reduction plan
Shareholder name reduction proportion reduction period
(share) (yuan / share) disclosure date
Shanghai Jingxing 2020 / 12 / 19 ~ 8.60-8.61
40,000 0.0124% 2020-11-28
2021/6/16
Shanghai Jingxing 2021 / 7 / 10 ~ 10.13-10.21
280,000 0.0868% 2021-6-18
2022/1/5
Please refer to the company for details of the above share reduction plan, progress of share reduction and results of share reduction
On the website of Shanghai Stock Exchange (www.sse. Com. CN.) Relevant announcement of disclosure (Announcement No.: Provisional)
2020-090,2021-012、040、041、058，2022-001）。
2、 Main contents of centralized bidding reduction plan
Planned reduction amount planned reduction bidding transaction reasonable price of reduction
Shareholder name reduction method proposed reduction share source proposed reduction reason amount (share) holding proportion holding period interval
Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168)
Shares acquired and issued in their own strategic bidding transactions
Not more than: not more than: 2022 / 3 / 1 ~ the need of profit exhibition planning and held by Shanghai Jingxing after listing, not more than: according to the market price
6450000 shares 2% 2022 / 8 / 27 distribution and capital reserve foreign investment funds need to be converted into share capital
Shares acquired
Shanghai Jingxing will make appropriate reduction arrangements according to market conditions; If the company gives shares during the planned reduction
For the change of shares such as the conversion of capital reserve into share capital, the above reduction amount will be adjusted accordingly.
（1） Whether the relevant shareholders have other arrangements □ yes √ no
（2） The major shareholders and the directors, supervisors and senior executives had previously made comments on the shareholding ratio, number of shares, shareholding period, reduction method and number of shares
Volume, reduction price, etc. √ yes □ no
1. Commitment on restricted sale of initial shares: twelve months from the date of listing (i.e. July 2, 2014)
Do not transfer or entrust others to manage the issuance directly or indirectly held by the company (i.e. Shanghai Jingxing) within months
The issuer (i.e. Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) ) shall not repurchase the shares issued before the initial public offering
shares.
2. Commitment on reduction of shares related to the initial public offering: as a Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) shareholder, Shanghai Jingxing promises the reduction intention and reduction method of the company’s shares within 2 years after the expiration of the lock-in period as follows: Shanghai Jingxing will transfer its shares of the company through the centralized bidding trading system or block trading system of the stock exchange based on the relevant provisions of laws and regulations and the Listing Rules of the stock exchange; If Shanghai Jingxing reduces its holdings of the company’s shares within two years after the expiration of the lock-in period promised to hold the company’s shares, the price of the reduction shall not be lower than the issuing price of the company’s initial public offering; Under the condition that the stock price is not lower than the issuing price of the company’s initial public offering, Shanghai Jingxing will reduce its holdings of the company’s shares, and at most all its holdings of the company’s shares; When Shanghai Jingxing reduces its holdings of the company’s shares, it will make an announcement three trading days before the reduction. During the period, if the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, share allotment, etc., the issue price referred to in the above commitment will be adjusted accordingly. If Shanghai Xingjing violates the above commitment, Shanghai Xingjing will faithfully keep all the proceeds. Shanghai Jingxing will actively take legal measures to fulfill all commitments made on this issuance and listing, voluntarily accept the supervision of regulatory authorities, the public and investors, and bear corresponding responsibilities according to law. If the judicial organ and / or administrative organ makes corresponding judgments and decisions due to violation of the above commitments, such judgments and decisions will be implemented in strict accordance with the law. 3. As for the relevant reduction provisions of CSRC announcement [2015] No. 18 document: within six months from July 8, 2015, the controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior managers of listed companies shall not reduce their shares of the company through the secondary market.
4. Arrangements for Shanghai Jingxing to increase or continue to reduce its shares in Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) in the next 12 months: as of the signing date of the Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) simplified equity change report (Shanghai Jingxing) (i.e. December 17, 2016), Shanghai Jingxing plans to continue to reduce its shares in Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) in the next 12 months, Including the uncompleted part of the reduction plan on September 3, 2016 (i.e. 8 million shares), at most 10 million shares will be reduced. If there are issues such as share distribution and capital reserve converted into share capital during the reduction period, the reduction amount will be adjusted accordingly. In case of equity changes in the future, Shanghai Jingxing will perform the obligation of information disclosure in accordance with the provisions of relevant laws and regulations and relevant commitments.
5. On November 24, 2017, Shanghai Jingxing bought 9500 shares through the secondary market due to misoperation (accounting for 0.0038% of the total share capital of Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) at that time). In order to consciously abide by the relevant provisions of Article 47 of the securities law, Shanghai Jingxing decided to terminate the share reduction plan disclosed on August 26, 2017 on November 29, 2017, and will not sell the company’s shares within six months from the date of the last purchase of the company’s shares, and will not increase its shares within six months after the termination of this share reduction plan. For details, please refer to the company’s website at Shanghai Stock Exchange (www.sse. Com. CN.) Relevant announcements disclosed (Announcement No.: pro 2017-069, 070).
6. On the commitment of not reducing the company’s shares within 6 months on December 20, 2017: in order to promote the stable and healthy development of the securities market, based on the confidence in the future development of the company and the attitude of being responsible to the public shareholders, Shanghai Jingxing promises not to reduce its shares from December 20, 2017 to June 19, 2018. For details, please refer to the company’s website at Shanghai Stock Exchange (www.sse. Com. CN.) Relevant announcement of disclosure (Announcement No.: pro 2017-081).
As of the date of disclosure of this announcement, Shanghai Jingxing has strictly complied with the above relevant reduction commitments.
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
（3） Other matters required by the exchange
None. 3、 Risk tips related to the centralized bidding reduction plan (I) during the reduction period, Shanghai Jingxing will decide whether to implement and how to implement the share reduction plan according to the market conditions, the company’s share price and other factors, and there are uncertainties such as the reduction time, reduction price and reduction quantity. The reduction is determined by Shanghai Jingxing according to its own capital needs. This reduction plan will not have a significant impact on the corporate governance structure and sustainable operation. （2） Whether the implementation of the share reduction plan may lead to the risk of change in the control of the listed company □ yes √ no (III) the share reduction plan complies with the securities law, several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, the implementation rules for the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange and other laws and regulations Relevant provisions of departmental rules and normative documents; Relevant shareholders will reduce their holdings in strict accordance with laws, regulations and relevant regulatory requirements, and the company and relevant shareholders will timely perform the obligation of information disclosure.
It is hereby announced.
Zhejiang Shapuaisi Pharmaceutical Co.Ltd(603168) board of directors February 7, 2022
