Securities code: 300434 securities abbreviation: Sichuan Goldstone Asia Pharmaceutical Inc(300434) Announcement No.: 2021-053 Sichuan Goldstone Asia Pharmaceutical Inc(300434)
Pre disclosure announcement of shareholders holding more than 5% on share reduction
The shareholder Mr. Kuai Yixi guarantees that the information provided to the company is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
Special tips:
Mr. Kuai Yixi, the shareholder holding 60580180 shares of the company (accounting for 15.08% of the total share capital of the company), intends to reduce the shares of the company through centralized bidding trading or block trading in Shenzhen Stock Exchange, and the total number of shares reduced shall not exceed 6000000 shares (accounting for 1.49% of the total share capital of the company). In the reduction plan, the reduction through centralized bidding will be carried out within 6 months after 15 trading days from the date of disclosure of this announcement, and the total number of shares reduced in any continuous 90 natural days shall not exceed 1% of the total number of shares of the company; The reduction through block trading will be carried out within 6 months after 3 trading days from the date of disclosure of this announcement, and the total number of shares reduced within any continuous 90 natural days shall not exceed 2% of the total number of shares of the company.
Sichuan Goldstone Asia Pharmaceutical Inc(300434) (hereinafter referred to as "the company") received the notification letter on share reduction plan issued by Mr. Kuai Yixi, a shareholder holding more than 5% of the company, on December 31, 2021. The relevant information is hereby announced as follows:
1、 Basic information of shareholders
Shareholder's name number of shares (shares) in the total share capital of the company
Kuai Yixi 6058015.08%
Mr. Kuai Yixi holds 60580180 shares of the company, including 10484920 tradable shares with unlimited sales conditions
Shares, and the rest are executive lock-in shares.
2、 Main contents of this reduction plan
1. Reasons for reduction: shareholders' own capital needs;
2. Source of shares: shares before the company's initial public offering and shares converted from the company's profit distribution;
3. Quantity, proportion and method of reduction
The number of shares to be reduced shall not exceed
Name of shareholder number of shares to be reduced (shares) proposed reduction method
Proportion of total share capital of the company
Kuai Yixi 60000001.49% centralized bidding and block trading
In this reduction plan, if the holdings are reduced through centralized bidding, the holdings are reduced within any continuous 90 natural days
The total number of shares shall not exceed 1% of the total number of shares of the company; Any continuous reduction through block trading
The total number of shares reduced within 90 natural days shall not exceed 2% of the total number of shares of the company.
4. Reduction period: if the shares are reduced through centralized bidding, they will be delivered within 15 months from the date of disclosure of this announcement
Within 6 months after the trading date (i.e. from January 25, 2022 to July 24, 2022);
The reduction through block trading will be made within 6 months after 3 trading days from the date of disclosure of this announcement
(i.e. from January 7, 2022 to July 6, 2022).
5. Reduction price range: determined according to the market price and trading method at the time of reduction.
3、 Commitments and performance of shareholders
As of the disclosure date of this announcement, the commitments and performance made by Mr. Kuai Yixi are as follows:
S / N commitment source commitment content fulfillment
Within 36 months from the date of the issuer's initial public offering and listing on the gem
Transfer or entrust others to manage the public development shares of the issuer directly or indirectly held by themselves
Shares issued before the vote (excluding the shares offered to the public in this public offering),
Nor will the issuer buy back the shares held directly or indirectly by itself before the public offering of the issuer
Issued shares (excluding the shares offered to the public in this public offering).
Within 6 months after the listing of the issuer, if the closing price of the issuer's shares has dropped for 20 consecutive trading days
It is lower than the offering price of this offering, or the closing price at the end of 6 months after listing is lower than that of this offering
At the issuing price of the bank, the issuer's shares held by me will be automatically fulfilled after the expiration of the above locking period. The company's shares are subject to a six-month lock-in period. If I reduce my initial public holding of the issuer's shares since April 24, 2015 within 24 months after the expiration of the above lock-in period, The reduction price shall not be lower than the issue price of this issue (if, due to issuance and listing, as of April 23, 2018, 36 issuers have been listed and no listing right or ex dividend has been carried out during the period due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares, etc., the ex dividend transaction, transfer or entrust him with ex dividend treatment shall be carried out for the reference issuance price in accordance with the relevant provisions of the stock exchange). Managed and repurchased. I will not give up the performance of such commitments due to the change of my position in the company, resignation, etc.
After the aforesaid share lock up period expires and the reduction price meets the relevant commitments, I will issue shares in my post
During the period of directors, supervisors and senior managers, the number of shares transferred each year shall not exceed directly or indirectly
Indirectly holding 25% of the total shares of the issuer (due to equity distribution and capital reduction by the issuer)
In case of any change in the issuer's shares held by it due to shares, the amount of transferable shares in the corresponding year will be adjusted
Change accordingly), and do not transfer the company directly or indirectly held within 6 months after resignation
shares.
For the shares of the issuer held by me before this public offering, I will strictly abide by what I have done
The commitments on the circulation restriction and voluntary lock-in of the shares held by the issuer shall be in the sales restriction period
Within this period, the issuer's shares held before this public offering (shares of this public offering) will not be sold
(other than public offer shares). If I intend to reduce my shares after the expiration of the lock up period,
We will earnestly abide by the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange on shareholder reduction
In accordance with the needs of the company to stabilize the share price, carry out operation and capital operation, the company has carefully formulated the share price
The share reduction plan will gradually reduce the shares after the expiration of the stock lock-in period. Within two years after the expiration of the sales restriction, the root
According to my needs, I choose laws and regulations such as centralized bidding, block trading and agreement transfer
The reduction price shall not be lower than the issue price at the time of this public offering (unless otherwise specified)
Rights and ex dividend, and the referenced issue price will be adjusted accordingly); Serving as director and supervisor of the issuer
During the term of office and senior management, the number of shares transferred each year shall not exceed the number of shares directly or indirectly held and issued
25% of the total number of pedestrian shares (due to equity distribution, capital reduction and share reduction by the issuer)
If the shares held by the issuer change, the amount of transferable shares in the corresponding year will change accordingly
And do not transfer the shares of the company directly or indirectly held within 6 months after resignation.
I guarantee to abide by the relevant laws and regulations of the CSRC and the exchange when reducing my holdings,
It shall be announced three trading days in advance, but the proportion of equity held by the issuer is less than 5%
Except when
If this transaction is approved by the CSRC and implemented smoothly, I will limit my holding
The lock up period for the sale of shares is extended by 12 months, that is, the expiration date of the lock up period is from April 24, 2018
Extended until April 24, 2019 (hereinafter referred to as "extended lock up period"). In extended locking
During the period, I promise not to entrust others to manage or transfer such shares (including such shares)
Shares bearing interest due to bonus shares given by listed companies, conversion to share capital, etc.) will not be required
Ask the listed company to repurchase these shares. Consistent performance. In April 2021, if I reduce the above shares within 24 months after the expiration of the above extended lock up period, on the 25th of the month In May 2021, the price shall not be lower than the initial issue price of Jinshi Oriental (if the company calls for ex rights and ex interests for the reasons of issuing cash dividends, sending shares, increasing share capital and issuing new shares respectively on the 20th of the distribution month after the listing of Jinshi Oriental, the second and cash disbursements of the Fourth Board of directors shall be subject to ex rights and ex interests for the referenced issue price in accordance with the relevant provisions of the stock exchange) 。 At the meeting, the capital purchaser of the year 2020 will not give up the performance of this commitment to the property and raising commitment deliberated and approved by the general meeting of shareholders due to the change of position, resignation and other reasons in the listed company. I will promptly report to the board of directors of the listed company my shares in the listed company and their changes For the situation of Exempting the company's actual 2 controllers and persons acting in concert from the supporting funds, if I fail to fulfill the above commitments, I will publicly explain the specific reasons for the failure to fulfill the commitments on the website designated by the meeting of shareholders of the listed company, the CSRC and other relevant parties, and apologize to other shareholders and public investors holding the control of the listed company; if I fail to fulfill the commitments If income is obtained from the commitment, the proposal on income commitment agrees to be exempted by the listed company from the relevant made by Kuai Yixi, and the income will be paid to the account designated by the listed company and kept in the control account of the listed company within five working days after obtaining the income; If losses are caused to the listed company or other investors due to the failure to fulfill the commitments, the commitment of the right shall be.
It shall be liable for compensation to the listed company or other investors according to law.
From the date of signing this letter of commitment to 36 months after the completion of this transaction, except for relevant shares
In addition to the locking arrangement, if necessary, I and my persons acting in concert will be in compliance with the law
Under the premise of laws, regulations and normative documents, through the increase of shares in the secondary market, agreement transfer
Participate in private placement or extend the lock-in period to maintain my interest in Jinshi Oriental
I actually control the position and promise that within 36 months after the completion of this transaction, I and I
The total proportion of shares held by the persons acting in concert is greater than that of Mr. Lou Jin and his colleagues
The proportion of shares of Jinshi Oriental held by the actor, and the gap between the two is not less than the allocation of this transaction
The share proportion difference at the completion of the set of financing.
From the 37th month to the 60th month after the completion of this transaction, except for the locking of relevant shares
In addition to the arrangement, if necessary, I and my persons acting in concert will comply with the law and the law
