Securities code: Nanhua Bio-Medicineco.Ltd(000504) securities abbreviation: Nanhua Bio-Medicineco.Ltd(000504) Announcement No.: 2022025 Nanhua Bio-Medicineco.Ltd(000504)
Announcement on signing a conditional share subscription contract with specific objects
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.
Nanhua Bio-Medicineco.Ltd(000504) (hereinafter referred to as “the company”) intends to issue no more than 18449197 RMB common shares (A shares) (hereinafter referred to as “this non-public offering” or “this offering”) to Hunan Caixin Industry Fund Management Co., Ltd. On March 22, 2022, the company and Hunan Caixin Industry Fund Management Co., Ltd. signed the share subscription contract with the attached conditions between Nanhua Bio-Medicineco.Ltd(000504) Pharmaceutical Co., Ltd. and Hunan Caixin Industry Fund Management Co., Ltd. (hereinafter referred to as the “subscription contract”), as follows:
1、 Agreement subject and signing time
Party A (issuer): Nanhua Bio-Medicineco.Ltd(000504)
Party B (subscriber): Hunan Caixin Industry Fund Management Co., Ltd
Signed on: March 22, 2022
2、 Subscription quantity
Party A and Party B agree that Party B shall subscribe for the shares issued by Party A according to the conditions agreed in this contract, and the final number of shares subscribed shall be determined in the following manner:
Number of shares subscribed = Party B’s current subscription amount ÷ issue price
If the number of shares obtained is not an integer, the remaining shares less than one share shall be rounded down. Unless otherwise specified in the documents approved by the CSRC for this issuance, if the total number of shares in this non-public offering is reduced due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of shares subscribed by the issuing object shall be reduced accordingly.
3、 Subscription method
The shares of this non-public offering are RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share. Party B subscribes the shares issued by Party A in cash, with a subscription amount of 276 million yuan. 4、 Subscription price or pricing principle
Party A and Party B agree that the pricing benchmark date of this non-public offering is the announcement date of the resolution of the board of directors. The issue price is 80% of the average stock trading price in the 20 trading days before the pricing benchmark date (average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date). The issue price shall be accurate to points, and the balance less than one point shall be rounded up.
In case of ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital between the pricing benchmark date and the issuance date of Party A’s shares, the issuance price will be adjusted accordingly. The adjustment formula is as follows:
Cash dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 / (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of shares given or converted into share capital per share, and P1 is the issue price after adjustment.
If the price of this issuance needs to be adjusted according to the changes of relevant laws, regulations and regulatory policies or the requirements of the issuance approval documents, Party A can determine the new issuance price according to the above requirements, and Party B must still fully subscribe for the finally determined number of subscribed shares in accordance with the contract.
5、 Subscription payment method and stock registration
After Party A obtains the approval document of the CSRC for this issuance, Party A shall perform relevant procedures and make an announcement in accordance with the requirements of the CSRC and relevant regulatory authorities. Party B shall remit the subscription money for this issuance of shares in full at one time to the account designated by the sponsor (lead underwriter) according to the specific payment date determined by Party A and the sponsor (lead underwriter). After capital verification, Deduct relevant expenses and transfer them to the special storage account of Party A’s raised funds.
After Party B pays the subscription money according to the above terms, Party A shall go through the stock registration formalities for Party B with the securities registration and clearing institution in accordance with relevant regulations, so that Party B can become the legal holder of its subscribed shares.
6、 Restricted period
Party B shall not transfer the subscribed shares within 18 months from the end of this non-public offering. From the end of this non-public offering to the date of lifting the ban on shares, Party B shall also abide by the above agreement with respect to the A-share ordinary shares subscribed by Party B for this non-public offering of Party A, and the shares of Party A increased due to the bonus shares given by Party A and the conversion of share capital.
Party B shall issue relevant lock-in commitments for the shares subscribed in this non-public offering and handle relevant share lock-in matters in accordance with relevant laws and regulations, relevant provisions of the CSRC and the stock exchange and the requirements of Party A.
7、 Ownership of accumulated profits
The accumulated undistributed profits of Party A before the completion of the issuance and the profits realized but not yet distributed before the completion of the issuance will be jointly enjoyed by the new and old shareholders after the completion of the issuance according to the proportion of shares after the issuance.
8、 Liability for breach of contract
After the signing of this contract, except for force majeure, any party’s failure to perform or timely and appropriately perform any of its obligations under this contract, or breach of any statement or guarantee made under this contract, shall constitute its breach of contract, and shall pay liquidated damages to the observant party at 0.1% of the amount involved in the breach of contract; If losses are caused to the observant party, the breaching party shall be liable for compensation.
If the non-public offering of shares agreed in this contract is not approved by (1) the board of directors of Party A; (2) Approved by the general meeting of shareholders of Party A; (3) Have the right to approve the state-owned assets supervision and administration institution or its authorized unit; (4) Approved by the CSRC. It does not constitute Party A’s breach of contract.
If either party fails to perform or partially fails to perform its obligations under this contract due to force majeure, it will not be deemed as a breach of contract, but it shall take all necessary relief measures to prevent the expansion of losses if conditions permit. The party affected or hindered by force majeure shall notify the other party of the event in writing as soon as possible within a reasonable time, and submit a report on the reasons for the failure or partial failure to perform the obligations under the contract and the need to delay the performance to the other party within 15 days after the occurrence of the event. If the force majeure lasts for more than 30 days, one party has the right to terminate this contract by written notice.
9、 Effective conditions and time of the contract
This contract shall come into force after being signed by both parties and meeting all the following conditions: (1) the issuance and this contract are approved by the board of directors of Party A; (2) Party A’s general meeting of shareholders approves the issuance and the contract; (3) Matters related to this issuance have been approved by the competent State-owned Assets Supervision and administration institution or its authorized unit; (4) The issuance was approved by the CSRC.
After the above conditions are met, the date on which the last condition is met shall be the effective date of the contract.
10、 Documents for future reference
The conditional effective share subscription contract between Nanhua Bio-Medicineco.Ltd(000504) and Hunan Caixin Industry Fund Management Co., Ltd
It is hereby announced.
Nanhua Bio-Medicineco.Ltd(000504) board of directors
March 23, 2022
