Securities code: Nanhua Bio-Medicineco.Ltd(000504) securities abbreviation: Nanhua Bio-Medicineco.Ltd(000504) Announcement No.: 2022030 Nanhua Bio-Medicineco.Ltd(000504)
Suggestive announcement on changes in shareholders’ equity
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The change in equity comes from the non-public offering of shares and does not touch the tender offer;
2. This equity change will not lead to changes in the company’s control.
1、 Basic information of this equity change
On March 22, 2022, the fifth meeting of the 11th board of directors of Nanhua Bio-Medicineco.Ltd(000504) (hereinafter referred to as “the company” or “listed company”) deliberated and adopted the proposals related to non-public offering. The non-public offering of shares is conducted in a non-public manner for specific issuing objects. The issuing object is Hunan Caixin Industry Fund Management Co., Ltd. (hereinafter referred to as “Caixin industry fund”), the controlling shareholder of the company. The proposed fund-raising is no more than RMB 276 million (inclusive), the number of shares issued is no more than 18449197 (inclusive), and no more than 30% of the total share capital of the company before the issuance. And subject to the number of shares finally approved to be issued by the CSRC. If the number of shares obtained is not an integer, the remaining shares less than one share shall be rounded down. In case of any equity distribution, conversion of capital reserve to share capital, allotment of shares, other forms of capital reorganization or other circumstances leading to changes in the total share capital of the company from the pricing benchmark date of this non-public offering to the issuance date, the company will adjust the number of shares issued according to the calculation formula specified in the relevant rules of the CSRC.
The pricing benchmark date of the company’s non-public offering is the announcement date of the resolution of the fifth meeting of the 11th board of directors, that is, March 23, 2022. The price of this non-public offering is 14.96 yuan / share, which is 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date. The issue price is accurate to points, and the balance less than one point shall be rounded up. If the company has ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date of this non-public offering to the issuance date, the issuance price will be adjusted accordingly.
2、 Details of this equity change
Prior to this offering, Caixin industry fund, the controlling shareholder of the company, directly held 79.717 million shares of the listed company, accounting for 25.58% of the total share capital of the listed company.
Caixin industry fund plans to subscribe for 18449197 shares in this non-public offering. After the issuance, the controlling shareholder of the company, Caixin industry fund, holds 98150852 shares of the listed company, accounting for 29.74% of the total share capital of the listed company after the issuance. Caixin industry fund is still the controlling shareholder of the company, and Hunan Provincial People’s government is still the actual controller of the company, and the actual controller has not changed. Therefore, this issuance will not lead to changes in the controlling shareholders and actual controllers of the company, nor will it lead to significant changes in the capital structure of the company.
3、 Other matters
Matters related to this non-public offering of shares can only be implemented after obtaining the approval of the competent State-owned Assets Supervision and administration institution or its authorized unit, the deliberation and approval of the general meeting of shareholders and the approval of the CSRC.
There is uncertainty about whether the scheme of this issuance can be approved or approved and the time of obtaining relevant approval or approval. Please pay attention to the investment risk.
It is hereby announced.
Nanhua Bio-Medicineco.Ltd(000504) board of directors March 23, 2022
