Securities code: 688658 securities abbreviation: Youcare Pharmaceutical Group Co.Ltd(688658) Announcement No.: 2022-001 Youcare Pharmaceutical Group Co.Ltd(688658)
Announcement of shareholders’ share reduction plan
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law. Important content: basic information of shareholders’ shareholding
As of the disclosure date of this announcement, Youcare Pharmaceutical Group Co.Ltd(688658) (hereinafter referred to as ” Youcare Pharmaceutical Group Co.Ltd(688658) ” or “the company”) shareholder Ningbo weijingsuo equity investment partnership (limited partnership) (hereinafter referred to as “weijingsuo”) holds 30600000 shares of the company, accounting for 6.80% of the total shares of the company; Ningbo enthalpy Fengde equity investment partnership (limited partnership) (hereinafter referred to as “enthalpy Fengde”) holds 4799880 shares of the company, accounting for 1.07% of the total shares of the company; The above shareholders are persons acting in concert. The above shares are obtained before the company’s initial public offering, and the restrictions on sales have been lifted and listed for circulation on December 24, 2021. Main contents of share reduction plan
Due to its own capital needs, the shareholders of the company only make mistakes and enthusiasms that Fengde intends to reduce its total shares of the company by means of centralized bidding and block trading, which shall not exceed 35399180 shares, that is, 7.87% of the total share capital of the company, of which: (1) if it plans to reduce its shares by means of centralized bidding trading, it shall be implemented within 6 months after 15 trading days from the date of issuance of the reduction plan, According to the special provisions on the reduction of shares held by shareholders of venture capital funds of listed companies (revised in 2020), the total number of shares reduced within any 60 consecutive days shall not exceed 1% of the total number of shares of the company after approval by the competent authority; (2) If it is planned to reduce its holdings through block trading, it shall be implemented within 6 months after 3 trading days from the date of issuance of the reduction plan. According to the special provisions on reduction of shares held by shareholders of venture capital funds of listed companies (revised in 2020) and the approval of the competent authority, the total number of shares reduced within any 60 consecutive days shall not exceed 2% of the total number of shares of the company.
The reduction price of the above shares is determined according to the market price. If the company pays dividends, gives shares
For ex rights and ex dividend matters such as conversion of capital reserve into share capital and allotment of shares, the number of shares reduced will be adjusted accordingly.
1、 Basic information of the reducing entity
Number of shares held
Shareholder name shareholder identity shareholding proportion current shareholding source (shares)
Ningbo weijingshi Equity Investment Co., Ltd
More than 5% non acquired before IPO: 30.6 million partnership 30.6 million 6.80%
One major shareholder
(limited partnership) Ningbo enthalpy is Fengde equity investment
Less than 5% shareholders of the partnership obtained 47998801.07% before IPO: 4799880 shares (limited partnership)
There are persons acting in concert with the above reduction subjects:
Number of shares held
Name of shareholders shareholding ratio concerted action relationship formation reason (share)
The equity investment of the first group of Ningbo weijingshi Investment Co., Ltd. is 306000006.80%, and the only Jingshi Investment Co., Ltd. and enthalpy are Fengde’s capital partnership (limited partnership), and Yunzheng Kangsheng investment management partnership (limited partnership) in bomeishan free trade port area
Ningbo enthalpy is the 47998801.07% equity investment of Fengde, but the precise error and enthalpy are the capital partnership of Fengde (the executive partners of the limited partnership are ninghuo) and Yunzheng Kangsheng investment management partnership (limited partnership) in bomeishan bonded port area
Total 353998807.87% –
The above major shareholders and their persons acting in concert have not reduced their shares since listing.
2、 Main contents of share reduction plan
Planned reduction
Shareholder name plan reduction competitive trading reduction reasonable proposed reduction of shareholding quantity proposed reduction of shareholding reduction method
Source reason of price range during the period of stated holding proportion reduction (shares)
Ningbo only does not exceed or exceed block transactions minus 2022 / 1 / 25. Take its own capital before IPO at the market price. Error: too: hold, no more than: ~ gedejin demand equity investment 30600,6.80% 20600000022 / 7 / 24
Equity partnership 000 shares
Enterprise bidding transaction minus
(limited holding, not exceeding:
Partnership) 10000000
thigh
Ningbo enthalpy is no more than no more than block trading minus 2022 / 1 / 25. Taking its own capital before IPO at the market price is Fengde: too: holding, no more than: ~ gedejin demand equity investment 4799,11.07% 4000000 shares 2022 / 7 / 24
Less 80 shares of equity partnership bidding transaction
The company holds no more than:
(limited 799180 shares)
Partnership)
(i) Whether the relevant shareholders have other arrangements □ yes √ no
（2） Whether major shareholders have made commitments on shareholding ratio, shareholding quantity, shareholding period, reduction method, reduction quantity, reduction price, etc. √ yes □ no
According to the prospectus of Youcare Pharmaceutical Group Co.Ltd(688658) initial public offering and listing on the science and innovation board, the commitments made by the above proposed reduction objects are as follows:
(1) It is a commitment of virtue and accuracy:
“Within 12 months from the date when the issuer’s shares are listed on the Shanghai Stock Exchange, the company will not transfer or entrust others to manage the shares directly or indirectly held by the company that have been issued before the issuer’s initial public offering, nor will it propose that the issuer repurchase such shares.
The company will comply with the relevant provisions of Several Provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange, as well as laws, regulations, China Securities Regulatory Commission Other provisions of the Shanghai Stock Exchange and the articles of association on restrictions on the circulation and reduction of shares.
The company will strictly abide by the commitments made on the circulation restriction and voluntary locking of its shares. If it violates the above commitments, it will not only bear legal liabilities in accordance with laws, regulations, relevant provisions of the CSRC and Shanghai Stock Exchange, but also return the income obtained from the failure to fulfill the above commitments to the issuer. ”
(2) Shareholders who hold more than 5% of the company in total, but the error and error is Fengde’s commitment:
In accordance with the relevant requirements of relevant laws and regulations such as the opinions on further promoting the reform of new share issuance system (CSRC announcement [2013] No. 42) of China Securities Regulatory Commission, as a shareholder holding more than 5% of the shares before Youcare Pharmaceutical Group Co.Ltd(688658) public offering and its concerted action, The enterprise, Ningbo weijingwei equity investment partnership (limited partnership) and the person acting in concert, Ningbo enthalpy, is Fengde equity investment partnership (limited partnership), and hereby undertakes as follows:
During the period of holding more than 5% of the shares, if the enterprise intends to reduce the shares of the company, it shall make an announcement three trading days in advance, and will perform the obligation of information disclosure in a timely, accurate and complete manner in accordance with relevant laws, regulations, rules and relevant provisions of the CSRC and the stock exchange.
If the enterprise violates the above reduction intention commitment, the income obtained shall belong to the company; Meanwhile, if losses are caused to the company or other shareholders, they will be liable for compensation according to law.
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
（3） Whether it is a non-profit company at the time of listing, and its controlling shareholders, actual controllers, directors, supervisors and senior managers intend to reduce their pre IPO shares □ yes √ no
（4） No other matters required by Shanghai Stock Exchange. 3、 The controlling shareholder or actual controller reduces the shares before the initial public offering
Whether the controlling shareholder or actual controller intends to reduce the shares before the IPO □ yes √ no
4、 Relevant risk tips (I) uncertain risks of the implementation of the reduction plan, such as the preconditions and restrictive conditions for the implementation of the plan and the specific circumstances in which the relevant conditions are achieved or eliminated
The above shareholders will decide whether to implement the reduction plan according to the market conditions, the company’s stock price and other comprehensive factors. There are certain uncertainties in the reduction time, reduction quantity and reduction price of the reduction plan. Please invest rationally and pay attention to investment risks. The reduction plan will not have an impact on corporate governance and sustainable operation. （2） Whether the implementation of the share reduction plan may lead to the risk of change in the control of the listed company □ yes √ no (III) other risk tips
The reduction plan complies with the securities law of the people’s Republic of China (revised in 2019) Several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies issued by CSRC, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board issued by Shanghai Stock Exchange, the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies issued by Shanghai Stock Exchange, and the special provisions on the reduction of shares held by shareholders of venture capital funds of listed companies (revised in 2020) And other relevant laws, regulations and normative documents. During the period when shareholders reduce their shares of the company according to the above plan, the company will strictly abide by relevant laws and regulations and the articles of association, and timely perform the obligation of information disclosure. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Youcare Pharmaceutical Group Co.Ltd(688658) board of directors January 4, 2022
