Hunan Fangsheng Pharmaceutical Co.Ltd(603998) HUNANFANGSHENG PHARMACEUTICAL CO., LTD.
Securities code: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) securities abbreviation: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Announcement No.: 2022034
Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Suggestive announcement on changes in shareholders’ equity
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.
Tips on major issues:
1. The actual change of equity of the company (hereinafter referred to as the “non-public equity of the company”) is “Hunan Qingsheng Investment Co., Ltd.” (“the company”) or “non-public equity of the company”). After the subscription of Xinyuan Industrial investment, the object of this non-public offering, the proportion of shareholding in the total share capital of the company after this offering is expected to be 11.71%, which is the shareholder holding more than 5% of the company;
2. According to the initial calculation of the upper limit of 56962025 shares issued this time, after the issuance, the proportion of shares held by shareholder Zhang Qinghua is expected to be 32.08%, and he is still the controlling shareholder of the company; The proportion of shares of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) jointly controlled by the actual controller Zhang Qinghua and those acting in concert is expected to increase to 46.76%. This equity change will not lead to changes in the controlling shareholders and control rights of the company;
3. The subscription object of this non-public offering, Xinyuan Industrial investment, has promised not to transfer Hunan Fangsheng Pharmaceutical Co.Ltd(603998) shares obtained due to this equity change within 36 months. According to Article 63 of the measures for the administration of the acquisition of listed companies, Zhang Qinghua, the actual controller, may be exempted from submitting an application for exemption from tender offer to the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) after being deliberated and approved by the general meeting of shareholders of the company;
4. This non-public offering still needs to be examined and approved by the general meeting of shareholders and the CSRC.
1、 Basic information of changes in equity in the current period
On March 4, 2022, the company held the fourth meeting of the Fifth Board of directors in 2022
The interim meeting deliberated and approved the proposals on matters related to the non-public offering.
The total amount of funds raised in this non-public offering does not exceed 270 million yuan (including this number), and the number of shares issued does not exceed 56962025 shares (including this number), accounting for 13.26% of the total share capital of the company before this offering. The upper limit of 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 the number approved by the CSRC
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) HUNANFANGSHENG PHARMACEUTICAL CO., LTD.
Subject to. Sgy industrial investment plans to subscribe for all the shares of this non-public offering in cash.
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, and the issue price is 4.74 yuan / share, The issue price shall not be lower than 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date).
2、 Details of this equity change
The way of equity change this time is that Hunan Fangsheng Pharmaceutical Co.Ltd(603998) intends to issue non-public shares to Xinyuan Industrial Investment controlled by Zhang Qinghua, the actual controller of the company.
As of the announcement date of this equity change reminder, Zhang Qinghua directly held 156019500 shares of the company, accounting for 36.33% of the total share capital of the company, and was the controlling shareholder of the company. Duilong Deqing symbiotic Venture Capital Management Co., Ltd. (hereinafter referred to as “symbiotic investment”), a holding subsidiary of Hunan Kaishun Investment Consulting Co., Ltd. (hereinafter referred to as “Kaishun investment”) controlled by Zhang Qinghua, holds 14434875 shares of the company, accounting for 3.36% of the total share capital of the company. Zhang Qinghua and those acting in concert jointly control 39.69% of the shares of the company, and Zhang Qinghua is the actual controller of the company.
According to the non-public offering plan and relevant arrangements, after the completion of the non-public offering, Zhang Qinghua directly holds 32.08% of the shares of the company and remains the controlling shareholder of the company; Zhang Qinghua and those acting in concert jointly control 46.76% of the shares of the company, and Zhang Qinghua is still the actual controller of the company.
This equity change will not lead to changes in the controlling shareholders and actual controllers of the company. The changes of the company’s equity structure before and after this equity change are as follows:
Before this equity change
Shareholding ratio of shareholders voting ratio of shares with voting rights
Number of shares (shares) (%) (shares) cases (%)
Zhang Qinghua 15601950036.33
Symbiotic investment 144348753.36
Actual controller Zhang Qinghua and his agreement 17045437539.6917045437539.69
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) HUNANFANGSHENG PHARMACEUTICAL CO., LTD.
Total actors
After this equity change
Shareholding ratio of shareholders voting ratio of shares with voting rights
Number of shares (shares) (%) (shares) cases (%)
Zhang Qinghua 15601950032.0815601950032.08
Symbiotic investment 144348752.97144348752.97
SGD industrial investment 5696202511.715696202511.71
Actual controller Zhang Qinghua and his agreement 22741640046.7622741640046.76
Total actors
Note: symbiosis investment is the shareholding platform of middle and senior managers established before the company’s listing. Zhang Qinghua indirectly controls symbiosis investment through Kaishun investment, which is controlled by Zhang Qinghua. Symbiosis investment is the person acting in concert.
3、 Basic information of information disclosure obligor
Enterprise name: Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd
Company type: limited liability company (invested or controlled by natural person)
Legal representative: Zhou Xiaoli
Unified social credit code 91430100ma7j311n0p
Date of establishment: March 3, 2022
Registered capital: 100 million yuan
Registered address Hunan Fangsheng Pharmaceutical Co.Ltd(603998) scientific research building, No. 299 Jiayun Road, Changsha high tech Development Zone
310, third floor
Long term business term
Business scope: general items: engaging in investment activities with its own funds. (except for projects subject to approval according to law)
In addition, independently carry out business activities not prohibited or restricted by laws and regulations)
4、 Follow up matters involved
1. This non-public offering still needs to be approved by the general meeting of shareholders of the company and the CSRC. Whether the non-public offering can obtain the above approval and the time of obtaining the above approval are uncertain.
2. Xinyuan Industrial investment, the information disclosure obligor of this equity change, has fulfilled the obligation of reporting equity changes. See Hunan Fangsheng Pharmaceutical Co.Ltd(603998) simplified equity change report announced on the same day for details.
It is hereby announced
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) board of directors
March 6, 2022
