Stock Code: 002750 stock abbreviation: Kunming Longjin Pharmaceutical Co.Ltd(002750) Announcement No.: 2022-003 Kunming Longjin Pharmaceutical Co.Ltd(002750)
Pre disclosure announcement on the share reduction plan of controlling shareholders and actual controllers
The information disclosure obligors Kunming Qunxing Investment Co., Ltd. and Mr. Fan xiane guarantee 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:
The controlling shareholder of Kunming Longjin Pharmaceutical Co.Ltd(002750) (hereinafter referred to as “the company”) Kunming Qunxing Investment Co., Ltd. (hereinafter referred to as “Qunxing investment”) plans to reduce the company’s shares by block trading not more than 4005000 shares (accounting for 1.00% of the company’s total share capital) from January 28, 2022 to July 27, 2022 (the reduction plan period is six months, except for the date on which the transaction is prohibited), The reduction of the company’s shares by means of centralized bidding shall not exceed 8010000 shares (accounting for 2.00% of the company’s total share capital, and the total number of shares reduced within any continuous 90 days shall not exceed 1.00% of the company’s total shares), and the total reduction shall not exceed 12015000 shares (accounting for 3.00% of the company’s total share capital). Mr. Fan xiane, the actual controller of the company, plans to reduce his holdings of no more than 775433 shares obtained through centralized bidding transactions, accounting for 0.19% of the total share capital of the company.
The company recently received the notification letter on share reduction plan issued by the controlling shareholder Qunxing investment and the actual controller, Mr. Fan xiane. In accordance with laws and regulations, the relevant requirements of the CSRC and the exchange, the relevant matters are disclosed as follows:
1、 Basic information of shareholders
No. shareholder name number of shares (shares) in the total share capital of the company
1 Kunming Qunxing Investment Co., Ltd. note 1165723830 about 41.38%
2 fan Xianer 3101732 about 0.77%
Note 1: due to the refinancing securities lending transaction carried out by Qunxing investment, it lent 600000 shares to the securities company as a securities lender; Considering the impact of this business, Qunxing investment actually holds 165723830 Kunming Longjin Pharmaceutical Co.Ltd(002750) shares, accounting for 41.38% of the total Kunming Longjin Pharmaceutical Co.Ltd(002750) shares.
2、 Main contents of this reduction plan
1. Source, method, upper limit and proportion of shares to be reduced
The reason for the proposed reduction of shares is due to the operation of the enterprise and the capital needs of shareholders
The shares come from the shares obtained by the company before the initial public offering, the conversion of provident fund into share capital, bonus shares and centralized bidding transactions
(1) Qunxing investment reduces its holdings of no more than 4005000 shares by block trading, accounting for 1.00% of the total share capital of the company; The number and proportion of shares to be reduced by Qunxing investment shall not exceed 8010000 shares by means of centralized bidding, accounting for 2.00% of the total share capital of the company. The total reduction of two [Note 2] items shall not exceed 12015000 shares, accounting for 3.00% of the share capital of the company
(2) Mr. Fan xiano plans to reduce his holdings of no more than 775433 shares obtained through centralized bidding transactions, accounting for 0.19% of the total share capital of the company
Reduction mode: block trading and centralized bidding
The reduction period is from January 28, 2022 to July 27, 2022; Except for the period during which the reduction of shares is prohibited by the relevant provisions of the CSRC and Shenzhen Stock Exchange
The price range is determined according to the market price
Note 2: if the company implements ex rights matters such as profit distribution during the reduction period, the reduction quantity and price shall be adjusted accordingly.
3、 Relevant commitments and performance
1. Qunxing investment made the following commitments in the company’s prospectus for initial public offering and announcement on listing of initial public offering:
“Within 36 months from the date of listing of the shares of the joint stock company, the company shall not transfer or entrust others to manage the shares of the joint stock company directly or indirectly held by the company, nor shall the joint stock company repurchase such shares; if the shares held by the company are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; if the shares of the joint stock company are reduced within 6 months after the listing of the shares of the joint stock company If the closing price of the shares for 20 consecutive trading days is lower than the issue price, or the closing price at the end of 6 months after listing (September 24, 2015) is lower than the issue price, the lock up period of the shares held by the company will be automatically extended for 6 months. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly. ”
“Based on the confidence in the issuer’s good operation and development in the future, and in order to continuously share the issuer’s future development achievements, the company plans to hold the issuer’s shares for a long time. The issuer’s shares held by the company will be reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issuance price of the shares of the initial public offering, and the annual reduction amount shall not exceed the issuer’s shares held by the company 10% of. When the company reduces the shares of the issuer, it will notify the issuer in advance and the issuer will make an announcement three trading days before the reduction. ”
2. Mr. Fan xiane and Mr. Qiu Zhao, shareholders of Qunxing investment, made the following commitments in the company’s IPO prospectus and IPO listing announcement:
“Within 36 months from the date of listing of the shares of the joint stock company, I will not transfer or entrust others to manage the shares of the joint stock company that I have directly and indirectly held, nor will the joint stock company repurchase such shares; nor will I transfer or entrust others to manage the equity of Kunming Qunxing Investment Co., Ltd. that I have directly and indirectly held, nor will Kunming Qunxing Investment Co., Ltd. repurchase such shares Partial equity. After the lock up period expires, during the period when I am a director, supervisor or senior manager of the joint stock company, I will report to the joint stock company the shares and changes of the joint stock company I directly or indirectly hold. The shares transferred each year shall not exceed 25% of the total shares of the joint stock company I directly or indirectly hold, and I will not buy the shares of the joint stock company within six months after the sale, No longer sell the shares of the joint stock company within six months after the purchase; Do not transfer the shares of the joint stock company directly or indirectly held by me within six months after resignation; Within 12 months after six months of resignation, the transfer of the shares of the joint stock company directly or indirectly held by me shall not exceed 50% of the total shares held by me. If the shares held by me are reduced within two years after the expiration of the lock-in period, the reduction price shall not be lower than the issue price; If the closing price of the shares of the joint stock company is lower than the issue price for 20 consecutive trading days within 6 months after the listing of the shares, or the closing price is lower than the issue price at the end of 6 months after the listing, the lock up period of the shares of the joint stock company held by me shall be automatically extended for 6 months. In case of ex rights and ex interests, the above issuance price shall be adjusted accordingly. I will not refuse to fulfill the above commitments due to job change, resignation and other reasons. ”
3. Qunxing investment and its shareholders, Mr. Fan xiane and Mr. Qiu Zhao, issued the resolution on not reducing Kunming Longjin Pharmaceutical Co.Ltd(002750) shares to the board of directors of the company on February 11, 2018, promising that the Kunming Longjin Pharmaceutical Co.Ltd(002750) restricted shares held by Qunxing investment will not be reduced within 12 months from the date of lifting the restriction (i.e. from March 24, 2018 to March 23, 2019).
4. As of the disclosure date of this announcement, the proposed reduction is consistent with the previously disclosed intentions and commitments of relevant shareholders.
4、 Relevant risk tips
1. There is uncertainty in the implementation of the share reduction plan disclosed in this announcement. The relevant shareholders will decide whether to implement the share reduction plan according to the market conditions and the company’s share price (that is, there is uncertainty in the time, quantity and price of the share reduction plan); At the same time, there is also uncertainty about whether it can be completed on schedule.
2. Qunxing investment and Mr. Fan xiano are acting in concert. The total number of shares reduced by the two are calculated together. Mr. Fan xiano, as the chairman of Kunming Longjin Pharmaceutical Co.Ltd(002750) , also needs to comply with the management requirements of directors, supervisors and senior managers. If the reduction plan is successfully implemented and completed, Qunxing investment will remain the controlling shareholder of the company and Mr. Fan xiano will remain the actual controller of the company.
3. The implementation of this share reduction plan will not lead to the change of control of the listed company and will not have a significant impact on the corporate governance structure, equity structure and sustainable operation.
4. Qunxing investment and Mr. Fan xiane promise to clearly know and abide by the securities law, several provisions of the CSRC on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, guidelines for the standardized operation of listed companies, stock listing rules, implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and other relevant provisions of the Shenzhen Stock Exchange, And perform the obligation of information disclosure in strict accordance with the requirements of relevant regulations.
5. China Securities Journal, securities times, cninfo (www.cn. Info. Com.. CN.) As the legal information disclosure media designated by the company, investors are required to carefully read the announcement and pay attention to investment risks.
5、 Documents for future reference
1. Notification letter on share reduction plan issued by Qunxing investment and Mr. Fan xiane.
It is hereby announced.
Kunming Longjin Pharmaceutical Co.Ltd(002750) board of directors January 6, 2022
