Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317)
Announcement on adjusting and repurchasing shares of the company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Guangdong Zhongsheng Pharmaceutical Co.Ltd(002317) (hereinafter referred to as “the company”) in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – share repurchase and the articles of association and other relevant provisions, in order to further enhance the sense of responsibility and mission of the company’s key managers and core technical (business) personnel to realize the sustainable and healthy development of the company, and improve the incentive and restraint mechanism of the company, Effectively combine the interests of shareholders, the company and key employees to ensure the realization of the company’s development goals. The company held the 16th meeting of the seventh board of directors on February 11, 2022, deliberated and adopted the proposal on adjusting the use of repurchased shares, and agreed to adjust the matters related to the use of repurchased shares.
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 9 – repurchase of shares, the articles of association and other relevant approval authorities, this adjustment of the repurchase of shares of the company belongs to the authority of the board of directors, does not need to be deliberated by the general meeting of shareholders, and does not constitute a connected transaction, Nor does it constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
The details of the adjustment and repurchase of the company’s shares are as follows:
1、 Introduction to share repurchase scheme of the company
The company held the 19th meeting of the sixth board of directors on October 11, 2018 and the second extraordinary general meeting of shareholders in 2018 on November 2, 2018, and deliberated and adopted the plan on repurchase of shares of the company and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this share repurchase, It also disclosed the report on share repurchase on November 21, 2018. The company agreed to use its own funds of no less than RMB 100 million (inclusive) and no more than RMB 200 million (inclusive) to repurchase the company’s shares in the form of centralized bidding transaction. The repurchased shares will be used to implement the equity incentive plan, employee stock ownership plan or cancel and reduce the company’s registered capital according to law, The repurchase price shall not exceed RMB 13.00/share (inclusive). The valid period of share repurchase is within 6 months from the date when the plan for share repurchase is considered and approved by the second extraordinary general meeting of shareholders in 2018.
The company held the 25th meeting of the sixth board of directors on March 22, 2019 and the first extraordinary general meeting of shareholders in 2019 on April 10, 2019, deliberated and adopted the proposal on adjusting the repurchase of shares of the company, and agreed to adjust the matters related to the use of shares of the repurchased company, The purpose of repurchase is adjusted to use all the shares repurchased this time to convert the convertible corporate bonds issued by the listed company. If the company fails to implement the above purpose within 36 months after the completion of share repurchase, the unused part shall be cancelled.
For details of the above, please refer to the information disclosure media securities times and cninfo.com (www.cn. Info. Com. CN) on October 12, 2018, November 3, 2018, November 21, 2018, March 23, 2019 and April 11, 2019 Relevant announcements of disclosure.
2、 Implementation of share repurchase plan of the company
As of May 2, 2019, the company has repurchased 11103907 shares through centralized bidding trading through the special securities repurchase account, accounting for 1.36% of the total share capital of the company. The maximum transaction price is 10.55 yuan / share, the minimum transaction price is 7.77 yuan / share, and the total amount paid is 100009162.08 yuan (excluding transaction costs). So far, the implementation period of this share repurchase has expired, and the implementation of this share repurchase of the company has been completed. For details of the implementation of share repurchases of the company, please refer to the information disclosure media securities times and cninfo (www.cn. Info. Com. CN.) on November 23, 2018, December 4, 2018, January 3, 2019, February 2, 2019, March 2, 2019, April 2, 2019 and May 7, 2019 Relevant announcements of disclosure.
3、 The content of share repurchase of the company is adjusted this time
In order to further enhance the sense of responsibility and mission of the company’s key managers and core technical (business) personnel for the sustainable and healthy development of the company, improve the company’s incentive and restraint mechanism, effectively combine the interests of shareholders, the company and core employees, and ensure the realization of the company’s development objectives, On February 11, 2022, the company held the 16th meeting of the 7th board of directors, deliberated and approved the proposal on adjusting the purpose of share repurchase, and agreed to adjust the relevant matters of share repurchase. The specific adjustments are as follows:
(I) purpose and purpose of share repurchase
Before adjustment:
The company proposes to repurchase part of the company’s shares to promote the return of the company’s secondary market stock price to the company’s internal value, and plans to use all the shares repurchased this time to convert the convertible corporate bonds issued by the listed company. If the company fails to implement the above purpose within 36 months after the completion of share repurchase, the unused part will be cancelled.
After adjustment:
The company proposes to repurchase part of the company’s shares, promote the return of the company’s secondary market stock price to the company’s internal value, and plans to use all the shares repurchased this time for the implementation of equity incentive plan and employee stock ownership plan. If the company fails to implement the above purpose within 36 months after the completion of share repurchase, the unused part shall be cancelled.
(II) expected changes in the company’s equity structure after repurchase
Before adjustment:
1. Assuming that all the shares repurchased this time are used to convert the corporate bonds convertible into shares issued by the listed company, according to the calculation of the company’s capital structure data as of June 30, 2018, the changes of capital structure are as follows:
(1) According to the maximum repurchase amount of 200 million yuan and the maximum repurchase price of 13.00 yuan / share, the number of shares repurchased is expected to be about 15384600 shares. When the share repurchase is completed, the total share capital and share capital structure of the company are as follows:
Pre repurchase and post repurchase (estimated)
category
Proportion of shares (%) proportion of shares (%)
Tradable shares subject to sales restrictions 35525296 4.36%
Non tradable shares 778935780 95.64%
Total share capital 814461076 100.00%
(2) According to the lower limit of the repurchase amount of 100 million yuan and the upper limit of the repurchase price of 13.00 yuan / share, the number of shares repurchased is expected to be about 7692300 shares. When the share repurchase is completed, the total share capital and share capital structure of the company are as follows:
Pre repurchase and post repurchase (estimated)
category
Proportion of shares (%) proportion of shares (%)
Tradable shares subject to sales restrictions 35525296 4.36%
Non tradable shares 778935780 95.64%
Total share capital 814461076 100.00%
2. Assuming that all the repurchased shares are cancelled, the total share capital of the company will be reduced. According to the calculation of the company’s share capital structure data as of June 30, 2018, the changes of share capital structure are as follows:
(1) According to the maximum repurchase amount of 200 million yuan and the maximum repurchase price of 13.00 yuan / share, the number of shares repurchased is expected to be about 15384600 shares. The total share capital and share capital structure of the company are as follows:
Pre repurchase and post repurchase (estimated)
category
Proportion of shares (%) proportion of shares (%)
Tradable shares subject to sales restrictions 35525296 4.36% 35525296 4.45%
Non tradable shares 778935780 95.64% 763551165 95.55%
Total share capital 814461076 100.00% 799076461 100.00%
(2) According to the lower limit of the repurchase amount of 100 million yuan and the upper limit of the repurchase price of 13.00 yuan / share, the number of shares repurchased is expected to be about 7692300 shares. The total share capital and share capital structure of the company are as follows:
Pre repurchase and post repurchase (estimated)
category
Proportion of shares (%) proportion of shares (%)
Tradable shares subject to sales restrictions 35525296 4.36% 35525296 4.40%
Non tradable shares 778935780 95.64% 771243473 95.60%
Total share capital 814461076 100.00% 806768769 100.00%
After adjustment:
The total number of shares repurchased by the company this time is 11103907. According to the calculation of the company’s share capital structure data as of December 31, 2021, the repurchased shares are expected to have the following impact on the company’s total share capital and share capital structure:
1. Assuming that all the shares repurchased this time are used for equity incentive plan and employee stock ownership plan and are locked up, the total share capital of the company has not changed, and the changes of share capital structure are as follows:
Pre repurchase and post repurchase (estimated)
category
Proportion of shares (%) proportion of shares (%)
Restricted tradable shares 101465671 12.46% 112569578 13.82%
Tradable shares without restrictions 712995405 87.54% 701891498 86.18%
Total share capital 814461076 100.00%
2. Assuming that all the repurchased shares are cancelled, the total share capital of the company will be reduced, and the changes in share capital structure are as follows:
Pre repurchase and post repurchase (estimated)
category
Proportion of shares (%) proportion of shares (%)
Restricted tradable shares 101465671 12.46% 101465671 12.63%
Tradable shares without restrictions 712995405 87.54% 701891498 87.37%
Total share capital 814461076 100.00% 803357169 100.00%
In addition to the above adjustment matters of repurchasing shares of the company, there is no difference between the matters related to repurchasing shares of the company and the plan on repurchasing shares of the company disclosed on October 12, 2018, the report on repurchasing shares disclosed on November 21, 2018 and the announcement on adjusting repurchasing shares of the company disclosed on March 23, 2019.
4、 Opinions of independent directors
