Lbx Pharmacy Chain Joint Stock Company(603883)
Notes on planning major asset restructuring and non-public offering of shares
Letter of commitment on Relevant Matters (Revised)
On December 10, 2021, Lbx Pharmacy Chain Joint Stock Company(603883) (hereinafter referred to as the "company" or "listed company") signed a letter of intent for cooperation with Hunan Huairen Great Health Industry Development Co., Ltd. (hereinafter referred to as "Huairen great health" or "target company") and Lin Chengxiong and Chen Jianping, The parties have reached a preliminary intention on the listed company's cash transfer of 46% - 72% of the equity of the target company jointly held by some shareholders of the target company (hereinafter referred to as "this transaction"), and the company will control the target company after the completion of the transaction. The final equity ratio and transaction price shall be determined by the transaction parties through negotiation. Among them, Lin Chengxiong and Chen Jianping are the controlling shareholders and actual controllers of Huairen dahealth.
The above matters have been deliberated and adopted at the 11th meeting of the 4th board of directors of the company. This transaction is not expected to constitute a connected transaction. According to preliminary calculation, this transaction may constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies. At the stage when the parties to the transaction sign a formal agreement, the company will perform necessary decision-making and approval procedures in accordance with relevant laws, regulations and the articles of association, and submit matters related to major asset restructuring to the board of directors and the general meeting of shareholders for deliberation.
On December 10, 2021, the company issued the announcement on planning major asset restructuring and signing the letter of intent for cooperation and the announcement on the resolution of the 11th meeting of the Fourth Board of directors to announce the above matters. Matters related to the non-public offering of A-Shares by the listed company in 2021 have been deliberated and adopted at the second meeting of the Fourth Board of directors held on March 3, 2021 and at the third extraordinary general meeting of shareholders held on March 19, 2021. On June 21, 2021, the issuance Review Committee of CSRC reviewed the company's application for non-public offering of a shares, and the company's application for non-public offering of A-Shares was passed.
Since this transaction is still in the planning stage and the pricing benchmark date of the non-public offering is the first day of the issuance period, this transaction will not have a significant impact on the non-public offering. In order not to affect this non-public offering, the company promises that this transaction does not involve the investment of raised funds, and the investment direction of raised funds in this non-public offering has not changed. The company will take the opportunity to implement the non-public offering within the validity period of the approval document for the non-public offering, and will not implement the above major asset restructuring before the implementation of the non-public offering is completed.
Lbx Pharmacy Chain Joint Stock Company(603883) January 9, 2022
