Northeast Securities Co.Ltd(000686)
About the purchase of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) issued shares
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. 100% shares and related party transactions
Verification opinions on the lifting of the ban on restricted shares
In accordance with 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 Listing Rules of Shenzhen Stock Exchange and other relevant provisions, Northeast Securities Co.Ltd(000686) accepts the entrustment of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) (hereinafter referred to as " Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) ," listed company "or" company "), Served as the independent financial adviser of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) issuing shares to purchase 100% shares of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. and related party transactions, and verified the listing and circulation of restricted shares of the company. The verification results and opinions are as follows:
1、 Basic information on the acquisition of restricted shares this time
According to the approval document (hereinafter referred to as "non-public") in the reply on approving Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Xincai Co., Ltd. to issue shares to purchase assets from Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Group Co., Ltd. (CSRC license [2020] No. 116), Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) (hereinafter referred to as "company" or " Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) ") to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Group Co., Ltd Jiaxing Jiahao Kunwu Jiuding Investment Holdings Co.Ltd(600053) Center (limited partnership), Wenling Huibang Investment Consulting Co., Ltd., Jiangsu Zhongmao energy conservation and environmental protection industry venture capital fund partnership (limited partnership), Wenling Fubang Investment Consulting Co., Ltd., Qingdao tongyinxin Investment Co., Ltd., Nanjing Jinmao Chinese pharmaceutical industry venture capital partnership (limited partnership) Taicang Jinmao biomedical venture capital enterprise (limited partnership), Zhao Shouming, Zhuang Hui, Zhou Guoqi, Du Huanda, Xia Yankai, Tong Huihong, Zhang Zhihua, Wang Guohua, Shen Jianxin and other 27 specific objects issued 380222829 RMB common shares (A shares), accounting for 61.50% of the total share capital of the company. The nature of the new shares in this non-public offering is tradable shares with limited sales conditions, which was listed on Shenzhen Stock Exchange on March 5, 2020.
The shares to be released this time are 122212237 shares held by 22 specific objects other than Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Group Co., Ltd., Wenling Huibang Investment Consulting Co., Ltd., Wenling Fubang Investment Consulting Co., Ltd., Zhao Shouming and Zhuang Hui, accounting for 19.77% of the total share capital of the company. The shares subscribed by these 22 specific objects are restricted for 24 months, In case of legal holidays or rest days, it shall be postponed to the first trading day thereafter.
2、 Listing and circulation arrangement of restricted shares
1. The listing and circulation date of the restricted shares is March 7, 2022;
2. The number of shares that can be listed and circulated this time is 122212237, accounting for 19.77% of the total share capital of the company;
3. A total of 22 restricted shareholders have been lifted this time. The details are as follows:
Number of shares to be issued (shares) number of shares to be issued (shares) proportion in the total share capital of the company (%)
1 Jiaxing Jiahao Kunwu Jiuding Investment Holdings Co.Ltd(600053) center 323685735.24 (limited partnership)
Jiangsu Zhongmao energy conservation and Environmental Protection Industry Co., Ltd
2. Investment fund partnership (limited partnership)
3 Qingdao tongyinxin Investment Co., Ltd. 114066851.85
Nanjing Jinmao traditional Chinese medicine industry Entrepreneurship
4. Investment partnership (limited partnership 971057197105711.57)
5 Taicang Jinmao biomedical venture capital 48552850.79 funded enterprise (limited partnership)
6 Shanghai Qinpu equity investment fund 46610740.75 partnership (limited partnership)
Week 7 national flag 443593344359330.72
Ningbo Meishan free trade port bihongtou
8. Capital Management Co., Ltd. - Taizhou Xi 441058444105840.71 Li equity investment partnership (if any)
Limited partnership)
Shanghai Guoyu Asset Management Co., Ltd
Division 9 - Taizhou Guoyu Junan equity investment 42246980.68-funded partnership (limited partnership)
10 Yangzhou Jingxin emerging industry venture capital 32368570.52 capital center (limited partnership)
11 Wuxi Jinmao No.2 emerging industry innovation 323685732368570.52 industry investment enterprise (limited partnership)
12 Du Huanda 32368570.52
13 Xia Yankai 32368570.52
14 Tong Huihong 32368570.52
15 Zhang Zhihua 32368570.52
16 Shen Jianxin 31685230.51
17 Taizhou innovation equity investment partnership 281364928136490.46 industry (limited partnership)
Number of shares to be issued (shares) number of shares to be issued (shares) proportion in the total share capital of the company (%)
18 Wang Guohua 20912250.34
19 Xu Yuliang 16184280.26
20 Wang Jiping 16184280.26
21 Zhu Dongfu 7768457768450.13
22 Chen Xiaobing 7768457768450.13
Total 12221223719.77
3、 Changes in the company's share capital structure after the release of restricted shares for listing and circulation
Before the listing and circulation of the restricted shares, this change increases the number of shares of the nature of the shares after the listing and circulation of the restricted shares minus the number of (+,) shares
(share) proportion (%) (share) (share) proportion (%)
1、 Sales restriction 38022282961.50 - 12221223725801059241.73 circulating shares
2、 Unlimited sale of 23800 Shenzhen Capstone Industrial Co.Ltd(000038) .50 + 12221223736021223758.27 conditional tradable shares
3、 Total share capital 61822829100.00 061822829100.00
4、 Various commitments and performance made by the holders of restricted shares in this application
The commitments made by the 22 specific objects applying for lifting the restricted shares when participating in the subscription of the company's non-public offering of shares are as follows:
1. The shares of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) obtained from the purchase of assets due to the issuance of shares shall not be transferred in any form within 24 months from the end of the issuance; If the closing price of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) shares is lower than the issue price for 20 consecutive trading days within 6 months after the completion of the transaction, or the closing price is lower than the issue price at the end of 6 months after the completion of the transaction, the lock period of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) issued shares obtained by the company / myself / the enterprise from the transaction will be automatically extended for 6 months.
2. If the transaction is filed for investigation by the judicial organ or the CSRC due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, the company / I / the enterprise will not transfer the shares obtained in the transaction until the investigation conclusion of the case is clear.
3. The reduction of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) shares acquired by the enterprise due to this transaction after the expiration of the sales restriction period must also comply with relevant laws and regulations, normative documents, relevant rules of Shenzhen Stock Exchange and relevant provisions of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) the articles of Association;
4. After the completion of this transaction, during the share lock-in period, the increased part of the shares issued by Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) obtained by the company / myself / the enterprise from this transaction due to ex dividend and ex right matters such as bonus shares and share capital conversion shall also comply with the above share lock-in arrangement. After the lock-in period expires, its transfer and transaction shall be handled in accordance with the laws and regulations in force at that time and the rules of Shenzhen Stock Exchange. If the CSRC or other regulatory authorities have other requirements on the stock lock period, the company / I / the enterprise promises to agree to make corresponding adjustments according to the regulatory opinions of the CSRC or other regulatory authorities.
As of the date of issuance of this verification opinion, the shareholders applying for the lifting of restricted shares have strictly fulfilled the above commitments, and there is no situation that the non performance of relevant commitments affects the listing and circulation of restricted shares.
5、 Verification opinions of independent financial advisor
After verification, the independent financial adviser believes that:
1. As of the date of issuance of this verification opinion, the shareholders who lifted the restrictions on the sale of shares did not violate their commitments made during the asset restructuring;
2. The listing and circulation of tradable shares with limited sales conditions complies with relevant laws and regulations and the relevant provisions of Shenzhen Stock Exchange;
3. The number of tradable shares subject to the limited sale conditions and the listing and circulation time meet the requirements of relevant laws, regulations and rules such as the administrative measures for major asset restructuring and the stock listing rules of Shenzhen Stock Exchange;
4. As of the date of issuance of this verification opinion, the information disclosure of the circulation and listing of restricted shares of the company is true, accurate and complete.
The independent financial consultant has no objection to the lifting of the restriction on the sale of shares and the listing and circulation of the company.
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(there is no text on this page, which is the signature page of Northeast Securities Co.Ltd(000686) opinions on the lifting of the ban on Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) issuing shares to purchase 100% shares of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. and related party transactions)
Financial advisor sponsor:
Zhang Xudong, Cheng Jiguang
Northeast Securities Co.Ltd(000686) mm / DD / yyyy
