Securities code: Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) securities abbreviation: Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Announcement No.: 2022007
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082)
Suggestive announcement on the listing and circulation of non-public offering of restricted shares
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.
Special tips:
1. Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) the shares to be released this time are non-public shares of the company, the number of shareholders to be released is 22, and the number of shares to be released is 122212237, accounting for 19.77% of the total share capital of the company;
2. The listing and circulation date of the shares subject to the lifting of restrictions is March 7, 2022.
1、 Basic information on the acquisition of restricted shares this time
According to 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. (zjxk [2020] No. 116) of China Securities Regulatory Commission (hereinafter referred to as “non-public”), Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) (hereinafter referred to as “the company” or ” Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) “) 27 specific objects issued 380222829 ordinary shares (A shares), accounting for 61.50% of the total share capital of the company, which was listed on Shenzhen Stock Exchange on March 5, 2020.
The newly added shares in this non-public offering are tradable shares with limited sale conditions, including Jiaxing Jiahao Kunwu Jiuding Investment Holdings Co.Ltd(600053) Center (limited partnership), Jiangsu Zhongmao energy conservation and environmental protection industry venture capital fund partnership (limited partnership), Qingdao tongyinxin Investment Co., Ltd., Nanjing Jinmao traditional Chinese medicine industry venture capital partnership (Limited partnership) Taicang Jinmao biomedical venture capital enterprise (limited partnership), Shanghai Qinpu equity investment fund partnership (limited partnership), Ningbo Meishan bonded port BIHONG Investment Management Co., Ltd. – Taizhou Xili equity investment partnership (limited partnership), Shanghai Guoyu Asset Management Co., Ltd. – Taizhou Guoyu Junan equity investment partnership (limited partnership) Yangzhou Jingxin emerging industry venture capital center (limited partnership), Wuxi Jinmao 2 emerging industry venture capital enterprise (limited partnership), Taizhou innovative equity investment partnership (limited partnership), Zhou Guoqi, Du Huanda, Xia Yankai, Tong Huihong, Zhang Zhihua, Shen Jianxin, Wang Guohua, Xu Yuliang, Wang Jiping, Zhu Dongfu
The shares subscribed by Chen Xiaobing’s 22 specific objects are 122212237 shares, accounting for 19.77% of the total share capital of the company. The share sales restriction period is 24 months. In case of legal holidays or rest days, it will be postponed to the first trading day thereafter. After the restricted shares were formed, there was no change in the number of share capital due to distribution and conversion of accumulation fund. 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 were lifted this time. The details are as follows:
Serial No. the issuing object holds limited shares. The share capital of the restricted shares is released this time. The proportion of the restricted shares 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
2 venture capital fund partnership 13853749138537492.24 (limited partnership)
3 Qingdao tongyinxin Investment Co., Ltd. 114066851.85 company
Nanjing Jinmao traditional Chinese Medicine Industry Co., Ltd
4. Investment partnership (limited partnership)
5 Taicang Jinmao biomedical venture 485528548552850.79 investment 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 BIHONG
8 Investment Management Co., Ltd. – Taiwan 441058444105840.71 Xili equity investment partnership
Industry (limited partnership)
Shanghai Guoyu Asset Management Co., Ltd
9. Company – Taizhou Guoyu Junan stock 422469842246980.68 right investment partnership (limited)
Partnership)
10 Yangzhou Jingxin emerging industry entrepreneurship 323685732368570.52 Investment Center (limited partnership)
Wuxi Jinmao No.2 emerging industry
11 venture capital enterprises (32368570.52 partners)
12 Du Huanda 32368570.52
13 Xia Yankai 32368570.52
Serial No. the issuing object holds limited shares. The share capital of the restricted shares is released this time. The proportion of the restricted shares in the total share capital of the company (%)
14 Tong Huihong 32368570.52
15 Zhang Zhihua 32368570.52
16 Shen Jianxin 31685230.51
17 Taizhou innovation equity investment partnership 281364928136490.46 enterprise (limited partnership)
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) proportion (%)
1、 Restricted conditions 38022282961.50 – 12221223725801059241.73 tradable shares
2、 Unlimited sales terms 23800 Shenzhen Capstone Industrial Co.Ltd(000038) .50 + 12221223736021223758.27 tradable shares
3、 Total share capital 61822829100 061822829100
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 conclusion of the case investigation 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 disclosure date of this announcement, 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, and the shareholders applying for the lifting of restricted shares have not occupied the funds of the listed company for non-profit, The company has not committed any illegal guarantee against the interests of listed companies.
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 company’s information disclosure related to the tradable shares subject to this limited sale condition 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.
6、 Documents for future reference
1. Application form for listing and circulation of restricted shares;
2. Statement of share capital structure and list of restricted shares;
3. Verification 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 issued by Northeast Securities Co.Ltd(000686) .
It is hereby announced.
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) board of directors
March 2, 2002
