Stock Code: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) stock abbreviation: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
2022 non-public offering plan
March, 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
2. After the completion of this non-public offering of shares, the company shall be responsible for the changes in the company's operation and income; The investment risk caused by this non-public offering of shares shall be borne by the investors themselves.
3. This plan is the explanation of the board of directors of the company on this non-public offering of shares, and any statement to the contrary is untrue.
4. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
5. The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to this non-public offering of shares. The effectiveness and completion of the matters related to this non-public offering of shares described in this plan have yet to be approved or approved by the relevant examination and approval authority.
hot tip
The words or abbreviations mentioned in this part have the same meaning as the words or abbreviations mentioned in the "interpretation" of this plan. 1. On March 4, 2022, Hunan Fangsheng Pharmaceutical Co.Ltd(603998) held the fourth extraordinary meeting of the Fifth Board of directors in 2022, deliberated and adopted the proposal on the company's compliance with the conditions for non-public development of shares, the proposal on the company's scheme for non-public development of shares in 2022 and other proposals related to this non-public offering of shares; Relevant proposals need to be submitted to the general meeting of shareholders for deliberation. This non-public offering of shares needs to be approved by the CSRC, and apply to the Shanghai Stock Exchange and registration and Clearing Company for stock issuance, registration and listing.
2. The pricing benchmark date of this non-public offering is the announcement date of the resolution of the fourth interim meeting of the Fifth Board of directors in 2022 (March 7, 2022). The issue price of this non-public offering is 4.74 yuan / share, and the issue price shall not be less than 80% of the average stock trading price of the 20 trading days before the pricing benchmark date (the average stock trading price of the company on the 20 trading days before the pricing benchmark date = the total stock trading volume of the 20 trading days before the pricing benchmark date / the total stock trading volume of the 20 trading days before the pricing benchmark date). In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the pricing base date and the issuance date, the issuance price will be adjusted accordingly.
3. The total amount of funds raised in this non-public offering shall not exceed 270 million yuan (including this number), and the number of shares issued shall not exceed 56962025 shares (including this number). The number of issues shall not exceed 30% of the total share capital of the company before this issue, and the final number of issues shall be subject to the number approved by the CSRC. In case of ex rights and ex interest matters such as bonus shares, conversion of capital reserve into share capital from the pricing base date to the issuance date, or if the amount of funds raised or the number of shares issued in this issuance is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares issued in this issuance will be adjusted accordingly.
4. The issuing object of this non-public offering of shares is Xinyuan Industrial Investment controlled by Zhang Qinghua, the actual controller of the company. This offering constitutes a related party transaction. The issuing object subscribes for the shares issued this time in cash.
5. The issuing object Xinyuan Industrial Investment promises to subscribe for the shares of this non-public offering and shall not be transferred within 36 months from the date of completion of the offering. If there are other provisions or requirements of the CSRC or the Shanghai Stock Exchange, such provisions or requirements shall prevail. The issuing object shall also abide by the above stock lock-in arrangement for the shares derived from the shares issued by the company based on the shares obtained by the exchange due to the company's bonus shares and the conversion of capital reserve into share capital.
6. The total amount of funds raised in this non-public offering does not exceed 270 million yuan (including this amount), after deducting 1377908 million yuan of financial investment newly invested and proposed to be invested from six months before the resolution of the fourth interim meeting of the Fifth Board of directors in 2022 to this offering. After deducting the issuance expenses, all the raised funds will be used to supplement working capital and repay bank loans.
7. After the completion of this non-public offering, the new and old shareholders of the company will jointly share the undistributed profits accumulated before this offering according to the shareholding ratio. For the company's profit distribution policy and shareholder return plan for the next three years (20222024), see "section VI profit distribution policy and implementation of the company" in this plan.
8. After the completion of this non-public offering, the total share capital and net assets of the company will increase, and the spot return may decline in the short term. Investors are hereby reminded to pay attention to the risk of diluting the spot return of this non-public offering. According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) issued by the general office of the State Council The relevant provisions of the opinions on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (Guo Fa ban [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) issued by the CSRC, The company has analyzed whether to dilute the immediate return of this offering and formulated relevant measures, but the measures to fill the return can not be regarded as a guarantee for the company's future profits. Investors should not make investment decisions based on this. If investors make investment decisions based on this and cause losses, the company will not be liable for compensation. For details, please refer to "Section VII risk tips and measures for diluting the immediate return of this non-public offering" of the plan.
9. This non-public offering of shares will not lead to changes in the company's control. This non-public offering of shares will not lead to the company's equity distribution not meeting the listing conditions.
catalogue
interpretation...... Section 1 Summary of the non-public offering plan 8 I. Basic information of the company 8 II. Background and purpose of this non-public offering 9 III. overview of this non-public offering 12 IV. whether this issuance constitutes a connected transaction 14 v. whether this issuance leads to changes in the company's control Vi. approval procedures that have been performed and still need to be performed for this issuance plan Section II basic information of the issuing object 16 I. Basic overview 16 II. Equity control relationship 16 III. business development in the last three years 16 IV. brief financial and accounting statements 16 v. punishment and litigation of the issuer and its directors, supervisors and senior managers in the past five years 16 VI. after the completion of this offering, the horizontal competition and related party transactions between the issuing object, its controlling shareholders and actual controllers and the company 17 VII. Major transactions between the issuing object and its controlling shareholders, actual controllers and the company within 24 months before the disclosure of the issuance plan 17 VIII. The capital source of this subscription 17 IX. explanation on exemption from increasing the company's shares by offer Section 3 agreements related to this non-public offering 19 I. subject of the agreement 19 II. Signing time 19 III. The total amount of funds raised and the number of shares issued 19 IV. subscription price 19 v. number of shares subscribed and subscription amount 20 VI. subscription method 20 VII. Payment method and share registration 8. Sales restriction period 21 IX. effective conditions 21 X. liability for breach of contract 22 Xi. Termination of contract 22 XII. Applicable law 22 XIII. Dispute resolution 22 XIV. Confidentiality 22 XV. Revision and supplement 23 16. Others Section IV feasibility analysis of the board of directors on the use of the raised funds 24 I. The use plan of the funds raised by this non-public offering of shares 24 II. Necessity and feasibility of the use of the raised funds 24 III. The impact of this non-public offering on the company's operating and financial conditions 26 IV. project initiation, environmental protection and other approval matters involved in this raised investment project 26 v. conclusion of feasibility analysis on the use of the raised funds twenty-six
Section V discussion and analysis of the board of directors on the impact of this issuance on the company 28 I. whether there are integration plans for the company's business and assets and changes in the company's business, articles of association, shareholder structure and senior management structure after the issuance 28 II. Changes in the company's financial position, profitability and cash flow after the issuance 29 III. Changes in business relationship, management relationship, related party transactions and horizontal competition between the company and its controlling shareholders and their affiliates 29 IV. after the completion of this offering, whether the company's funds and assets are occupied by the controlling shareholders and their affiliates, or whether the company provides guarantees for the controlling shareholders and their affiliates 29 v. impact of this issuance on the company's liabilities Vi. risk description related to this offering Section VI profit distribution policy and implementation of the company 33 I. profit distribution policy 33 II. Cash dividends of the company in the last three years and arrangement for the use of undistributed profits 34 III. shareholder return plan for the next three years (20222024) Section 7 risk tips and measures for diluting the immediate return of the non-public offering of shares 38 I. The impact of the diluted immediate return of this non-public offering on the company's main financial indicators 38 II. Risk tips on diluting the immediate return of this non-public offering 40 III. necessity and rationality of this issuance 40 IV. The relationship between the investment project of the raised funds and the existing business of the company, and the reserves of the company engaged in the investment project of the raised funds in terms of personnel, technology, market and so on V. measures taken by the company to dilute the immediate return of this non-public offering Vi. commitment of controlling shareholders, actual controllers, directors and senior managers of the company to take filling measures for diluting the immediate return of non-public offering of shares forty-two
interpretation
Unless otherwise specified, the following abbreviations have the following specific meanings:
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) , company and listed company Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Company and the company
This issuance and this non-public development refer to the non-public offering of shares in Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022 and this non-public offering of shares
Xinyuan Industrial investment refers to Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd
Kaishun investment refers to Hunan Kaishun Investment Consulting Co., Ltd
Symbiotic investment refers to duilong Deqing symbiotic Venture Capital Management Co., Ltd
The pricing benchmark date refers to the announcement date of the resolution of the board of directors of this offering
Plan. This plan refers to the plan for non-public offering of shares in Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 2022
General meeting means
Section 1 Summary of the non-public offering plan
1、 Basic information of the company
Chinese Name: Hunan Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Co., Ltd
