Hunan Fangsheng Pharmaceutical Co.Ltd(603998) HUNANFANGSHENGPHARMACEUTICALCO., LTD.
Securities code: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) securities abbreviation: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Announcement No.: 2022029
Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Proposal to the general meeting of shareholders for approval of Hunan Fangsheng Xinyuan health industry investment
Announcement on Exemption of a limited company from increasing its shares by offer
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) (hereinafter referred to as “the company”) on 2022
On March 4, 2022, the fourth interim meeting of the Fifth Board of directors was held, which was deliberated and passed
Passed the proposal on submitting to the general meeting of shareholders for approval that Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd. is exempted from increasing its shares by offer. This proposal involves related party transactions. As a related director, Ms. Zhou Xiaoli avoided voting on this proposal, and other non related directors agreed to this proposal. The details are as follows:
As of the announcement date, Mr. Zhang Qinghua, the controlling shareholder of Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd. (hereinafter referred to as “Xinyuan Industrial Investment”), directly and indirectly held 39.69% of the shares of the company.
According to the non-public offering plan, Xinyuan Industrial Investment controlled by Mr. Zhang Qinghua plans to subscribe for all the shares of the non-public offering. After the issuance, Mr. Zhang Qinghua and the persons acting in concert jointly controlled 46.76% of the shares of the company. As a result, Xinyuan Industrial investment subscribed for the shares of the company’s non-public offering, triggering the obligation of tender offer stipulated in the administrative measures for the acquisition of listed companies. Given that this non-public offering will not lead to the change of the actual controller and controlling shareholder of the company, which is conducive to the long-term development of the company, and that Xinyuan Industrial investment has promised not to transfer the shares subscribed for this time within 36 months after the end of this non-public offering, according to Article 63 of the measures for the administration of the acquisition of listed companies, Xinyuan Industrial Investment meets its requirement of exemption from making an offer, Therefore, the board of directors submitted to the general meeting of shareholders for approval of SGD
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) HUNANFANGSHENGPHARMACEUTICALCO., LTD.
The property investment is exempted from making an offer, and the related shareholders will avoid voting at the general meeting of shareholders.
It is hereby announced
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) board of directors
March 6, 2022
