Securities code: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) securities abbreviation: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Announcement No.: 2022027
Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
On the subscription of shares with conditional effect signed with the subscription object
Announcement of agreement and related party transactions
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.
Important content tips:
1. Hunan Fangsheng Pharmaceutical Co.Ltd(603998) (hereinafter referred to as “the company”, “listed company” or ” Hunan Fangsheng Pharmaceutical Co.Ltd(603998) “) intends to make a non-public offering of domestic listed RMB ordinary shares (hereinafter referred to as “this offering”, “this non-public offering” or “this non-public offering”) to Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd. (hereinafter referred to as “Xinyuan industry investment”), The number of shares issued shall not exceed 56962025 (including this number), and the total amount of funds to be raised shall not exceed RMB 2700000
Ten thousand yuan (including this amount). On March 4, 2022, the company signed the Hunan Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Co., Ltd. with Xinyuan Industrial investment
The conditional effective share subscription agreement for the company’s non-public offering of shares (hereinafter referred to as the “conditional effective share subscription agreement”). Xinyuan Industrial investment is an enterprise controlled by Zhang Qinghua, the actual controller of the company, and this issuance constitutes a related party transaction;
2. The company held the fourth extraordinary meeting of the Fifth Board of directors in 2022 on March 4, 2022, which was reviewed and approved
The relevant proposals of this non-public offering were. When the above proposals were voted, the related directors have avoided voting. The independent directors of the company have expressed their prior approval and independent opinions on this connected transaction;
3. This non-public offering can only be implemented after being deliberated and approved by the general meeting of shareholders of the company and approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”). There is uncertainty about whether the relevant approval and approval can be obtained and the time of final approval and approval. Please pay attention to the investment risk.
1、 Overview of related party transactions
(I) on March 4, 2022, the company and sgdi signed the attached conditions
The effective share subscription agreement stipulates the subscription matters of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) this non-public offering of shares.
The company plans to issue no more than 56962025 non-public shares (including this number) to sgy industrial investment, and the total amount of funds to be raised is no more than RMB 270 million (including this number)
This number). Sgy industrial investment plans to subscribe for all the shares of the company’s non-public offering in cash, and the final number of shares subscribed is determined according to the actual number of shares issued and the issue price. Sgy industrial investment promises that the shares subscribed for this non-public offering shall not be transferred within 36 months from the date of issuance. If there are other regulations or requirements of the CSRC or Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), such regulations or requirements shall prevail. The shares derived from the shares obtained by SGD industrial investment based on the exchange due to the company’s bonus shares and the conversion of capital reserve into share capital shall also comply with the above stock locking arrangement.
(II) the subscription object of this issuance is Xinyuan Industrial Investment controlled by Zhang Qinghua, the actual controller of the company. According to the stock listing rules of Shanghai Stock Exchange, this issuance constitutes a connected transaction.
(III) the related party transaction has been deliberated and approved at the fourth extraordinary meeting of the Fifth Board of directors in 2022, the related directors have avoided relevant voting, and the independent directors have expressed their prior approval and independent opinions on the related party transaction. This connected transaction needs to be submitted to the general meeting of shareholders of the company for deliberation and approval, and the shareholders who have a connected relationship with this issuance will also avoid voting at the general meeting of shareholders.
(IV) this connected transaction can be implemented only after it is reviewed and approved by the general meeting of shareholders of the company and approved by the CSRC.
(V) this connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to related parties
(I) basic information of SGD production and investment
Enterprise name: Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd
Legal representative: Zhou Xiaoli
Date of establishment: March 3, 2022
Unified social credit code 91430100ma7j311n0p
Company type: limited liability company (invested or controlled by natural person)
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
Business scope: general items: engaging in investment activities with its own funds. (except for the items subject to approval according to law,
Independently carry out business activities not prohibited or restricted by laws and regulations)
(II) equity structure relationship of sgy industrial investment
The equity structure relationship of sgy industrial investment is shown in the figure below:
Note: Zhang Qinghua and Zhou Xiaoli are husband and wife.
(III) main business and main financial data of SGD industrial investment
Xinyuan Industrial investment was established on March 3, 2022. It has not actually carried out business and has no latest information
Financial data in recent three years.
(Ⅳ) introduction to related relationship
Before this offering, sgy industrial investment did not hold shares of listed companies. As it is an enterprise controlled by Zhang Qinghua, the actual controller of the company, Xinyuan Industrial investment is a related party of the company according to the provisions of the stock listing rules of Shanghai Stock Exchange.
3、 Subject matter of related party transactions
The company plans to issue no more than 56962025 domestic listed RMB ordinary shares (including this number) in a non-public manner, and sgy industrial investment plans to subscribe all the shares of the company in this non-public offering in cash.
4、 Pricing policy and basis of related party transactions
The pricing benchmark date of this non-public offering is the fourth day of the Fifth Board of directors in 2022
Announcement date of the resolution of the interim meeting (March 7, 2022). Of this non-public offering
The issue price is 4.74 yuan / share, which is no less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date of this non-public offering (the average trading price of shares in the 20 trading days before the pricing benchmark date = the total trading volume of shares in the 20 trading days before the pricing benchmark date / pricing price)
Stock trading volume 20 trading days before the base 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.
5、 Main contents of related party transaction agreement
(I) agreement subject
Party A (issuer): Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Party B (subscriber): Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd
(II) signing time
Signed on: March 4, 2022
(III) total amount of funds raised and number of shares issued
The number of shares in this non-public offering of Party A shall not exceed 56962025 shares (including this number). The specific number of shares to be subscribed will be determined by Party A through consultation with the sponsor (lead underwriter) of this non-public offering within the scope approved by the CSRC.
The total amount of funds raised in this offering shall not exceed RMB 270 million.
In case of ex right and ex interest matters such as bonus shares, conversion of capital reserve into share capital and so on from the pricing benchmark date to the issuance date of Party A’s shares, the number of shares issued this time will be adjusted accordingly.
(IV) subscription price
The pricing benchmark date of this non-public offering is the announcement date of the resolution of the board of directors of this non-public offering, that is, the fourth interim meeting of the Fifth Board of directors of Party A in 2022
Announcement date of meeting resolution (March 7, 2022).
The issuing price of this non-public offering of shares shall not be lower than 80% of the average trading price of the shares in the 20 trading days before the pricing benchmark date (the average trading price of the shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares in the 20 trading days before the pricing benchmark date), which is determined to be 4.74 yuan / share.
During the period from the pricing base date to the issue date, if Party A pays dividends, bonus shares and capital
For ex rights and ex interest matters such as the conversion of this reserve into share capital, the issue price of this issue will also be adjusted accordingly. The adjustment formula is as follows:
Assuming that the issue price before adjustment is P0, the dividend / cash dividend per share is D, the number of shares given or converted into share capital per share is n, and the issue price after adjustment is P1, then P1 = p0-d after dividend / cash dividend; P1 = P0 / (1 + n); If the two items are carried out simultaneously, P1 = (p0-d) / (1 + n).
If the China Securities Regulatory Commission, Shanghai Stock Exchange and other regulatory authorities subsequently revise the provisions on the pricing base date, pricing method and issuance price of non-public offering shares, the pricing base date, pricing method and issuance price of non-public offering shares shall be determined in accordance with the revised provisions.
After the announcement of the resolution of the board of directors of this issuance, Party A will convene the board of directors to re determine the pricing benchmark date of this issuance in case of the following circumstances:
1. The validity period of the resolution of the general meeting of shareholders of this issuance has expired;
2. The issuance scheme has changed;
3. There are other events that have a significant impact on the pricing of this offering.
(V) number and amount of shares subscribed
Party B agrees to subscribe for no more than 56962025 shares (including this number) of non-public offering shares of Party A this time. The specific number of subscribed shares will be within the scope approved by the CSRC and determined by the board of directors of Party A through consultation with the sponsor (lead underwriter) of the non-public offering according to the authorization of the general meeting of shareholders.
Party B agrees that the subscription amount in this offering shall not exceed 270 million yuan, and the total amount of the final subscription amount is equal to the issue price per share multiplied by the final issue quantity.
If Party A has ex rights and ex interests matters such as dividend distribution, bonus shares and capital reserve converted into share capital from the pricing benchmark date to the issuance date, the number of shares subscribed by Party B will be adjusted accordingly.
If the amount and quantity of this non-public offering of shares are subject to the review requirements of the CSRC
If Party A adjusts or adjusts according to the requirements of the issuance approval document, the number and amount of shares subscribed by Party B will be adjusted accordingly.
(VI) subscription method
Party B will subscribe for the shares issued by Party A in RMB cash.
(VII) payment method and share registration
After the China Securities Regulatory Commission approves Party A’s non-public offering of shares, Party B shall, within the payment period required by the payment notice, after receiving the payment notice for share subscription issued by Party A or the sponsor (lead underwriter) of the non-public offering, All the subscription price shall be paid in cash to the special bank account opened by the sponsor (lead underwriter) for this non-public offering. After the capital verification by an accounting firm with securities related qualification is completed and the relevant expenses are deducted, the sponsor (lead underwriter) will transfer the subscription amount to the special storage account of Party A’s raised funds.
After Party B pays the subscription price according to the time limit and amount agreed in the preceding paragraph, Party A shall, within 30 working days, apply to the Shanghai Stock Exchange and China Securities Depository and Clearing Co., Ltd. Shanghai Branch (hereinafter referred to as the “depository and Clearing Company”) for handling the relevant registration procedures for registering the shares subscribed by Party B in its name, so that Party B can become the legal holder of the subscribed shares. The specific listing date of Party B’s subscription of shares shall be subject to the documents issued by China Securities Regulatory Commission, Shanghai Stock Exchange and registration and settlement company. Party A shall timely apply to the administrative department for Industry and Commerce for handling the formalities of change of registered capital and filing of articles of association.
(VIII) sales restriction period
The restricted period of this non-public offering of shares shall be implemented in accordance with the relevant provisions of the CSRC. The shares subscribed by Party B shall not be transferred within 36 months from the date of completion of this non-public offering (referring to the date when the shares of this non-public offering are registered in the registration and Clearing Company), and shall cooperate with Party A in handling relevant share locking matters in the registration and Clearing Company. If the CSRC and the Shanghai Stock Exchange adjust the relevant provisions, the sales restriction period shall be implemented according to the adjusted relevant provisions.
For the reason that Party A’s shares are not sold publicly, the issuance of shares held by Party A shall be terminated from the date of the issuance of shares not publicly held by Party A to the date of the issuance of shares by Party B. The reduction of the shares of the listed company obtained by Party B due to this transaction after the end of the restricted sale period shall also comply with the relevant provisions of the company law, the securities law and other laws and regulations.
(IX) effective conditions
This Agreement shall be established on the date when both parties sign and affix their official seals, and shall come into force on the date when all the following conditions are met:
1. Party A’s board of directors and shareholders’ meeting deliberated and approved the specific plan and related matters of this non-public offering;
2. Party A’s non-public offering of shares has been approved by the CSRC.
After the establishment of this agreement, both parties shall make active efforts to create conditions for the effectiveness of this agreement. If either party violates the provisions of this Agreement and causes losses to the other party, it shall be liable for compensation. If this agreement cannot come into force due to reasons other than those of both parties, neither party shall be liable.
(x) liability for breach of contract
Either party shall fully compensate the other party for any losses, claims and expenses borne or suffered by the other party due to its breach of this contract or any statement or guarantee under it; If both parties are at fault, both parties shall bear their respective liabilities for breach of contract according to the actual situation, unless otherwise agreed in the contract.
If Party B fails to perform or fully perform the obligations agreed in this contract or violates any terms of this contract (including but not limited to violating any representations, warranties and commitments made in this contract), Party B shall pay liquidated damages to Party A at 1% of the subscription amount determined in this contract.
The following circumstances shall not be deemed as breach of contract:
1. The issuance was not approved by the general meeting of shareholders of Party A;
2. The issuance has not been approved by the CSRC;
3. According to its actual situation and relevant laws and regulations, Party A believes that this issuance can no longer achieve the purpose of issuance, and takes the initiative to withdraw the application materials from the CSRC.
6、 Purpose of this transaction and its impact on the company
(I) transaction purpose
This non
