Securities code: 688176 securities abbreviation: Yahong pharmaceutical Announcement No.: 2022-004 Jiangsu Yahong Pharmaceutical Technology Co., Ltd
Announcement on the extension of share lock up period by relevant shareholders
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Jiangsu Yahong Pharmaceutical Technology Co., Ltd. (hereinafter referred to as "the company" or "the issuer") will extend the pre IPO share lock period held by the actual controller and controlling shareholder of the company for 6 months to July 6, 2025 (before the company's profit, the pre IPO shares will not be reduced within 3 complete fiscal years from the date of listing of the company's shares). The lock up period of the company's pre IPO shares held by the company's directors and senior managers shall be extended for 6 months to July 6, 2023 (before the company's profits, the company shall not reduce its pre IPO shares within 3 complete fiscal years from the date of listing of the company's shares).
1、 Changes in share capital after the company's initial public offering and listing on the science and Innovation Board
The company was listed on the science and Innovation Board of Shanghai Stock Exchange on January 7, 2022. After the initial public offering of A-Shares (hereinafter referred to as "this offering"), the total share capital is 570 million shares. As of the date of issuance of this announcement, the company has not issued additional shares, sent shares, converted provident fund into share capital and other matters, and the total share capital has not changed.
2、 Relevant commitments of shareholders
Prior to this offering, the actual controllers, controlling shareholders, directors and senior managers of the company made the following commitments on the lock up period of the shares held before this offering:
(I) Pan Ke commitment of the controlling shareholder and actual controller of the company
1. Within 36 months from the date of this issuance and listing, I will not transfer or entrust others to manage the issuer's shares that I have directly or indirectly held before this issuance and listing, nor propose that the issuer buy back these shares.
2. If the issuer fails to make a profit at the time of this listing, before the issuer makes a profit, it shall not reduce its holdings of the issuer's shares held before this offering and listing within three complete accounting years from the date of this offering and listing; In the fourth and fifth fiscal years from the date of this issuance and listing, the annual reduction of shares in this issuance and listing shall not exceed 2% of the total shares of the issuer, and shall comply with the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of issuers listed on Shanghai Stock Exchange or the applicable laws, regulations Normative documents or relevant provisions of regulatory authorities and stock exchanges on share reduction; After the issuer makes profits, I can reduce the shares of the issuer I have held before the issuance and listing from the next day after the disclosure of the annual report of the current year, but it shall comply with the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange or the applicable laws, regulations, normative documents or regulatory authorities at that time Relevant provisions of the stock exchange on the reduction of shares.
3. If the closing price of the issuer's shares is lower than the offering price for 20 consecutive trading days within 6 months after the listing of this offering, or the closing price of the issuer's shares is lower than the offering price at the end of 6 months after the listing (if that day is not a trading day, it is the first trading day after that day), Then the lock up period of the issuer's shares held by me before this offering and listing will be automatically extended for 6 months. If the issuer has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the above closing price refers to the adjusted price of the issuer's shares.
4. If the issuer has major illegal circumstances after listing and touches the delisting standard, I promise not to reduce the shares of the issuer I have held from the date of relevant administrative punishment decision or judicial judgment to the date of termination of listing of the issuer's shares.
5. I will faithfully fulfill my commitments. If I violate the above commitments or the mandatory provisions of the law to reduce my shares, I will publicly explain the specific reasons for my failure to fulfill my commitments in the general meeting of shareholders of the issuer and the newspapers and periodicals designated by the CSRC, apologize to shareholders and public investors, and the income from the illegal reduction of shares of the issuer shall be owned by the issuer. If I fail to hand over the illegal reduction income to the issuer, the issuer has the right to withhold the cash dividend payable to me equal to the amount of the illegal reduction income I should hand over to the issuer.
(II) commitment of directors and senior managers of the company
1. Within 12 months from the date of this issuance and listing, I will not transfer or entrust others to manage the shares of the issuer I have held before this issuance and listing, nor propose that the issuer buy back these shares.
2. If the issuer fails to make profits at the time of this issuance and listing, before the issuer realizes profits, I will not reduce the shares of the issuer I have held before this issuance and listing within three complete accounting years from the date of this issuance and listing; I will continue to abide by the above commitments if I leave the company within the above period; After the issuer makes profits, I can reduce the shares of the issuer I have held before the issuance and listing from the next day after the disclosure of the annual report of the current year, but it shall comply with the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies on Shanghai Stock Exchange or the applicable laws, regulations, normative documents or regulatory authorities at that time Relevant provisions of the stock exchange on the reduction of shares.
3. If the closing price of the issuer's shares is lower than the offering price for 20 consecutive trading days within 6 months after the listing of this offering, or the closing price of the issuer's shares is lower than the offering price at the end of 6 months after the listing (if that day is not a trading day, it is the first trading day after that day), the lock-in period of the issuer's shares held by me before the listing of this offering will be automatically extended for 6 months. If the issuer has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the above closing price refers to the adjusted price of the issuer's shares.
4. If the issuer's shares held by me are reduced within two years after the expiration of the lock-in period, the price of share reduction shall not be lower than the issue price of this issuance and listing. If the issuer has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital before I reduce my shares, the reduction price of my shares shall not be lower than the issue price after corresponding adjustment.
5. After the expiration of the above-mentioned share lock period, during the period of serving as the director, supervisor and senior manager of the issuer, on the premise of meeting the share lock commitment, the shares of the issuer I transfer each year shall not exceed 25% of the total shares of the issuer I hold. If I resign for any reason, I will not transfer or entrust others to manage the shares of the issuer I hold within six months after my resignation.
6. If the issuer has major illegal circumstances after listing and touches the delisting standard, I promise not to reduce the shares of the issuer from the date of relevant administrative punishment decision or judicial judgment to the date of termination of listing of the issuer's shares.
7. I will faithfully fulfill my commitment and promise not to give up the performance of the above commitment due to job change, resignation and other reasons during the period covered by the above commitment. If I violate the above commitment or the mandatory provisions of the law to reduce my shares, I will publicly explain the specific reasons for my failure to fulfill my commitments at the shareholders' meeting of the issuer and the newspapers and periodicals designated by the CSRC, apologize to shareholders and public investors, and the proceeds from illegal reduction of the issuer's shares shall belong to the issuer.
If I fail to hand over the illegal reduction income to the issuer, the issuer has the right to withhold the cash dividend payable to me equal to the amount of the illegal reduction income I should hand over to the issuer.
3、 Extension of lock up period of shareholders' shares
As of the closing of the market on February 10, 2022, the closing price of the company's shares has been lower than the issuance price of 22.98 yuan / share for 20 consecutive trading days, triggering the fulfillment conditions of the above commitments. As the actual controllers, controlling shareholders, directors and senior managers of the company, the holding of restricted tradable shares and the extension of the lock up period of restricted shares are shown in the table below:
Name relationship with the company number of shares held original share lock up period lock up amount after this extension (10000 shares) (note)
Controlling shareholder, actual
Pan Ke controller, director, 12946.53 January 6, 2025 senior management July 6, 2025
Director and senior management of Zhuang
Chengfeng personnel 601.92 January 6, 2023 July 6, 2023 John
Note: before the company's profit, the above shareholders will not reduce their shares before the initial public offering within three complete fiscal years from the date of listing of the company's shares (January 7, 2022); During the extended lock-in period, shareholders shall not transfer or entrust others to manage the shares of the issuer they have held before the issuance and listing, nor propose that the company buy back these shares.
4、 Verification opinions of the recommendation institution
After verification, the recommendation institution Citic Securities Company Limited(600030) believes that the actual controller, controlling shareholders, directors and senior managers of the company have extended the lock-in period of the shares held before this issuance, and there is no violation of the share lock-in commitment, and there is no situation detrimental to the interests of the listed company and all shareholders, especially small and medium-sized shareholders, The recommendation institution has no objection to the extension of share lock up period by relevant shareholders.
5、 Online announcement attachment
Citic Securities Company Limited(600030) verification opinions on the extension of share lock-in period by relevant shareholders of Jiangsu Yahong Pharmaceutical Technology Co., Ltd
It is hereby announced.
Board of directors of Jiangsu Yahong Pharmaceutical Technology Co., Ltd. February 11, 2022
