Securities code: 688221 securities abbreviation: Frontier Biotechnologies Inc(688221) Announcement No.: 2021-048 Frontier Biotechnologies Inc(688221) Pharmaceutical (Nanjing) Co., Ltd
Announcement of shareholders’ share reduction plan
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Basic information on shareholding of major shareholders
As of the date of this announcement, Frontier Biotechnologies Inc(688221) Chongqing Zhongcheng Hongyun business information consulting service firm (limited partnership), the shareholder of Pharmaceutical (Nanjing) Co., Ltd. (hereinafter referred to as “the company”) (now renamed Shanghai Zhongcheng Hongyun business information consulting service firm (limited partnership)) (hereinafter referred to as “Zhongcheng Hongyun” ）Holding 19040000 shares of the company, accounting for 5.29% of the total share capital of the company. The above shares are from the shares before the initial public offering of the company, and the restrictions on sale have been lifted and listed on October 28, 2021.
Main contents of shareholders’ share reduction plan
Zhongcheng Hongyun plans to reduce the number of shares of the company by means of centralized bidding and block trading, which is no more than 11836104 shares, that is, no more than 3.29% of the total shares of the company. During the reduction period, if the shares are reduced through centralized bidding, it shall be carried out within 6 months after 15 trading days from the date of announcement disclosure, and the total number of shares reduced within any continuous 90 days shall not exceed 1% of the total number of shares of the company; In case of reduction through block trading, it shall be carried out within 6 months after 3 trading days from the date of announcement disclosure, and the total number of reduction within any continuous 90 days shall not exceed 2% of the total number of shares of the company. During the implementation of the reduction plan, if the company has ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve to share capital, additional issuance of new shares or allotment of shares, the number of shares reduced will be adjusted accordingly.
1、 Basic information of the subject of this reduction
Shareholder name shareholder identity shareholding number (shares) shareholding proportion current shareholding source
More than 5% of Shanghai Zhongcheng Hongyun business information consulting is not the largest share
190400005.29% obtained before IPO: 19040000 shares of consulting service firm (limited partnership) East
The above reduction subjects have no concerted action.
Since the listing of the company, Zhongcheng Hongyun has not reduced its shares.
2、 Main contents of shareholders’ share reduction plan
Planned reduction number planned reduction competitive trading reduction reasonable proposed reduction shareholder name proposed reduction method
Source of price range during the reduction of volume (share) ratio
Reduction of competitive trading, not exceeding
Shanghai Zhongcheng Hongyun business no more than: 2022 / 1 / 18
No more than: 7195200 shares, taking its own capital information consulting services 11836104 ~ before IPO at the market price
3.29% block trading reduction, not exceeding 2022 / 7 / 17 of gedejin arrangement (limited partnership) shares
Over: 11836104 shares
1. If the holdings are reduced through centralized bidding at the stock exchange, they will be reduced within 6 months after 15 trading days from the date of announcement and disclosure of the reduction plan
And the total number of shares reduced within any consecutive 90 days shall not exceed 1% of the total number of shares of the company;
2. The reduction through block trading will be carried out within 6 months after 3 trading days from the date of disclosure of the announcement of the reduction plan, and
The total number of shares reduced within any consecutive 90 days shall not exceed 2% of the total number of shares of the company.
(i) Whether the relevant shareholders have other arrangements □ yes √ no
（2） The major shareholders and the directors, supervisors and senior executives had previously made comments on the shareholding ratio, number of shares, shareholding period, reduction method and reduction
Quantity, reduction price, etc. √ yes □ no
Zhongcheng Hongyun’s commitment on restriction and lock-in of shares acquired before IPO:
The company shall not transfer or entrust others within 12 months from the date when the company’s shares are listed and traded on the stock exchange
The shares held by the management promisor before the initial public offering of the company shall not be repurchased by the company.
The promisor will abide by the regulations of the China Securities Regulatory Commission on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies
Several provisions, listing rules of Shanghai Stock Exchange on the science and innovation board, and listed companies on Shanghai Stock Exchange
The relevant provisions of the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers, and in accordance with which one
The principle of higher or longer determines the holding lock-in period; If the above laws, regulations and policies change in the future, we promise
The company promises to determine the shareholding lock-in period in strict accordance with the changed requirements.
Zhongcheng Hongyun’s commitment on shareholding intention and reduction intention after the expiration of the lock-in period is as follows:
(1) After the expiration of the lock-in period, if the company intends to reduce its shares, it will carefully abide by the relevant provisions of the CSRC and the stock exchange on shareholder reduction, and carefully formulate the share reduction plan in combination with the needs of the company to stabilize the stock price, carry out operation and capital operation;
(2) The reduction of the company’s shares by the enterprise shall comply with the provisions of relevant laws, regulations and rules, including but not limited to the centralized bidding trading mode of the exchange, block trading mode, agreement transfer mode, etc;
(3) Before reducing the company’s shares, the enterprise shall make an announcement three trading days in advance, and timely and accurately perform the obligation of information disclosure in accordance with the rules of the stock exchange; if the enterprise intends to reduce its shares through centralized bidding trading, it shall report to the exchange 15 trading days before the first sale of shares and disclose the reduction plan in advance. If the enterprise holds less than 5% of the company’s shares, it shall Except in case of falling;
(4) If the enterprise fails to fulfill the above commitments and causes losses to the company and investors, the enterprise will compensate according to law.
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
（3） Whether it is a non-profit company at the time of listing, and its controlling shareholders, actual controllers, directors, supervisors and senior managers intend to reduce their pre IPO shares □ yes √ no
（4） Other matters required by the exchange
3. No controlling shareholder or actual controller reduces the shares before the initial public offering
Whether the controlling shareholder or actual controller intends to reduce the shares before the IPO □ yes √ no
4、 Risk tips related to the centralized bidding reduction plan: (I) uncertainty risk of the implementation of the reduction plan, such as the preconditions and restrictive conditions for the implementation of the plan and the specific circumstances in which the relevant conditions are achieved or eliminated
This reduction plan is the reduction of the company’s shareholders according to their own capital needs, and will not have a significant impact on the company’s governance structure and sustainable operation. During the reduction period, shareholders choose whether to implement and how to implement the reduction plan according to market conditions, the company’s stock price and other factors. The time, quantity and price of reduction are uncertain.
（2） Whether the implementation of the share reduction plan may lead to the risk of change in the control of the listed company □ yes √ no (III) other risk tips
The share reduction plan complies with the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange and other relevant laws, regulations and normative documents. During the period when shareholders reduce their shares of the company according to the above plan, the company will strictly abide by relevant laws and regulations and the articles of association, and timely perform the obligation of information disclosure.
Please invest rationally and pay attention to investment risks.
It is hereby announced.
Frontier Biotechnologies Inc(688221) board of directors of Pharmaceutical (Nanjing) Co., Ltd. December 27, 2021
