Securities code: 605077 securities abbreviation: Zhejiang Huakang Pharmaceutical Co.Ltd(605077) Announcement No.: 2022-005 Zhejiang Huakang Pharmaceutical Co.Ltd(605077)
Notice on subscription of shares issued by Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd
Progress announcement
The board of directors and all directors 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.
Zhejiang Huakang Pharmaceutical Co.Ltd(605077) (hereinafter referred to as “the company” or ” Zhejiang Huakang Pharmaceutical Co.Ltd(605077) “) disclosed the announcement on the proposed subscription for the directional issuance of shares by Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. on January 8, 2022. The company signed the share issuance subscription contract with Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. (hereinafter referred to as “Ningbo traditional Chinese medicine”) and Fang Ming, It is proposed to subscribe for 8518000 shares issued by Ningbo traditional Chinese medicine with RMB 21976440. See the company’s website at Shanghai stock exchange for details（ http://www.sse.com.cn. ）Announcement issued.
The original share issuance and subscription contract was signed by Zhejiang Huakang Pharmaceutical Co.Ltd(605077) , Ningbo traditional Chinese medicine and Fang Ming. Now Zhejiang Huakang Pharmaceutical Co.Ltd(605077) re signed the contract with Ningbo traditional Chinese medicine and Fang Ming respectively according to the feedback of the National SME share transfer system, that is, the company signed the share subscription contract with Ningbo traditional Chinese medicine and the supplementary agreement to the share subscription contract with Fang Ming.
This change does not change the substantive content agreed in the original stock issuance and subscription contract, nor does it change the fixed increase plan of Ningbo traditional Chinese medicine and the cooperation plan of both parties. The specific conditions of the contract are as follows:
1、 Main contents of the subject of the investment agreement
(I) share subscription contract
1. Contract subject and signing time
Party A: Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd
Party B: Zhejiang Huakang Pharmaceutical Co.Ltd(605077)
Signed on: February 7, 2022
2. Subscription price and payment method
Payment method: Party B shall remit the subscription funds into Party A’s account in full according to the subscription announcement disclosed by Party A on the official website of the national share transfer system.
Subscription price: RMB 2.58/share.
3. Effective conditions and time of the contract
This Agreement shall be established after being signed and sealed by the legal representatives or authorized representatives of both parties, and shall come into force after being approved by the general meeting of shareholders of Party A and Party A obtains the no objection letter issued by the national stock transfer company on this stock issuance.
4. Any reservations and preconditions attached to the contract
In addition to the above effective conditions, there are no other reservations and preconditions attached.
5. Relevant stock restriction arrangements
The new shares held by Party B due to this stock issuance can be transferred into the national share transfer system at one time. 6. Liability for breach of contract clause and dispute resolution mechanism
(1) Party A shall obtain the letter of no objection to the directional issuance of shares of the national small and medium-sized enterprise share transfer system Co., Ltd. within 3 months after the effectiveness of this agreement. If Party A fails to obtain the letter of no objection within the agreed time, Party B has the right to require Party A to pay liquidated damages to Party B according to 10% of the subscription amount agreed in the share issuance and subscription contract.
(2) If Party B fails to pay the subscription fund in full according to the subscription announcement disclosed by Party A on the official website of the National SME share transfer system, Party A has the right to terminate this Agreement and terminate the directional issuance of shares, and require Party B to pay liquidated damages to Party A according to 10% of the subscription amount agreed in the share issuance and subscription contract.
(3) After Party B completes the subscription, if Party B cannot register the equity without Party A’s factors, Party A will not constitute a breach of contract, and Party A shall return the subscription money to the bank account where Party B pays the subscription money.
(4) In case of failure to register due to Party B, Party B shall bear the relevant expenses arising from the issuance (including but not limited to the fees charged by intermediaries and stock transfer centers).
(5) Any false statement, guarantee or commitment made by one party to this Agreement shall be deemed as breach of contract. If either party breaches this agreement, the observant party has the right to require the breaching party to compensate the other party (observant party) for the losses caused by its breach. If the breaching party does not compensate for the losses, the observant party has the right to require the breaching party to pay liquidated damages to the observant party according to 10% of the subscription amount agreed in the stock issuance and subscription contract.
All disputes arising from the performance of this Agreement shall be settled through friendly negotiation; If the negotiation fails, either party may bring a lawsuit to the people’s court where Party A is located.
(II) supplementary agreement to the stock subscription contract
1. Contract subject and signing time
Party A: {076057}
Party B: Fang Ming
Signed on: February 7, 2022
2. Special investment terms
(1) Corporate governance
At present, the board of directors of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. is composed of five directors (no independent directors) and the board of supervisors is composed of three supervisors (including one employee representative supervisor).
In the general election of the board of directors and the board of supervisors after the completion of this directional issuance, Party A has the right to nominate one director and one shareholder supervisor to Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd; Party B shall urge the candidates for directors and supervisors nominated by Party A to be elected, and guarantee to vote in favor of the candidates for directors and supervisors nominated by Party A at the general meeting of shareholders of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd.
(2) Performance commitment and compensation
Party B promises that the main financial indicators of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. in 2022 and 2023 (hereinafter referred to as the “assessment period”) are as follows:
Unit: 10000 yuan
Financial indicators 2022 2023
Operating income 18000 25000
Net profit (excluding non recurring profit and loss) 1000 1500
① Performance commitment in 2022 during the assessment period
a. If the completion rate of any index in the audited operating income or net profit of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. is less than 90% but more than 80% (i.e. 144 million yuan ≤ operating income < 162 million yuan or 8 million yuan ≤ net profit < 9 million yuan), Party A has the right to require Party B to transfer its 1% shares (340720 shares) of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. to Party A for free or nominal consideration (the lowest consideration allowed by law) as compensation;
b. If the completion rate of any of the audited operating income or net profit of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. is less than 80% (i.e. operating income < 144 million yuan or net profit < 8 million yuan), Party A has the right to require Party B to transfer its 2% shares (681440 shares) of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. to Party A for free or nominal consideration (the lowest consideration allowed by law) as compensation;
c. If the net profit of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. after deducting non recurring profits and losses through audit is negative, Party A has the right to require Party B to transfer 6% shares (2044320 shares) of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. to party a free of charge or at nominal consideration (the lowest consideration allowed by law) as compensation.
② Assessment period 2023 annual performance commitment
a. If the audited operating income of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. is less than 250 million yuan but more than 230 million yuan, or the net profit is less than 15 million yuan but more than 10 million yuan, Then Party A has the right to require Party B to transfer its 1% shares (340720 shares) of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. to Party A for free or nominal consideration (the lowest consideration allowed by law) as compensation;
b. If the audited operating income of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. is less than 230 million yuan or the net profit is less than 10 million yuan, Party A has the right to require Party B to transfer 2% shares (681440 shares) of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. to party a free of charge or at nominal consideration (the lowest consideration allowed by law) as compensation;
c. If the net profit of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. after deducting non recurring profits and losses through audit is negative, Party A has the right to require Party B to transfer 6% shares (2044320 shares) of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. to party a free of charge or at nominal consideration (the lowest consideration allowed by law) as compensation.
The above performance commitments and compensation shall be confirmed in writing by Party A and Party B within 20 working days after Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. completes the audit of the annual report and publishes the annual report.
If, at the request of Party A, Party B fails to complete the transfer of the corresponding number of shares to Party A within 30 days from the date of receiving the notice of transfer required by Party A in accordance with this paragraph, Party A has the right to require Party B to pay liquidated damages to Party A at 5% of the subscription amount agreed in the share issuance and subscription contract, and, Party a still has the right to require Party B to transfer a corresponding number of shares or require Party B to pay cash compensation equal to the value of the shares to be transferred.
3. Effective conditions of the contract
This agreement is a supplementary agreement to the stock subscription contract of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd., which shall take effect, rescind and terminate accordingly due to the effectiveness, rescission and termination of the above stock issuance subscription contract.
4. Fund guarantee arrangement
Party B agrees that after the stock subscription contract takes effect, in case of any of the following circumstances, Party B shall make up all losses to Party A in cash within 10 days from the date of such circumstances:
(1) Before the stock issuance and subscription contract comes into effect, Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. is punished by the competent department by fines, late fees and other penalties, or required to make up the corresponding amount due to Party B’s business behavior and non business behavior after the stock issuance and subscription contract comes into effect;
(2) Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. suffers any liabilities, burdens and losses after the effectiveness of this agreement due to the pending or foreseeable litigation of Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. before the effectiveness of the stock issuance and subscription contract;
(3) Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. suffers property losses or needs to bear debts due to matters that Party B has not disclosed to Party A before the stock issuance and subscription contract takes effect;
(4) Liabilities and / or other losses incurred by Ningbo traditional Chinese Medicine Pharmaceutical Co., Ltd. after the effectiveness of the contract due to any other causes occurring or existing before the effectiveness of the stock issuance and subscription contract.
2、 Other instructions
The directional issuance of shares still requires Ningbo traditional Chinese medicine to perform the share transfer system disclosure procedures, directional issuance filing procedures and industrial and commercial registration filing procedures required for the directional issuance. There are uncertainties about whether Ningbo traditional Chinese medicine can obtain relevant approval and filing of the directional issuance of shares, and the final time of obtaining approval and filing.
The company will track the progress of relevant matters and fulfill the obligation of information disclosure in time according to the requirements of laws, regulations and normative documents. Please pay attention to investment risks. For detailed information on the directional issuance of shares by Ningbo traditional Chinese medicine, investors can log in to the information disclosure website designated by the share transfer system www.neeq.com com. cn. For reference.
It is hereby announced.
Zhejiang Huakang Pharmaceutical Co.Ltd(605077) board of directors February 8, 2022
