Securities code: 002382 securities abbreviation: Blue Sail Medical Co.Ltd(002382) Announcement No.: 2022-002 bond Code: 128108 bond abbreviation: lanfan convertible bond
Blue Sail Medical Co.Ltd(002382)
Suggestive announcement on the change of shareholders’ equity holding more than 5%
Beijing Xinyu Investment Center (limited partnership), a shareholder holding more than 5%, guarantees 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:
1. On September 4, 2021, Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as “the company” or “the company”) disclosed the announcement on pre disclosure of future reduction plan of shareholders holding more than 5% (Announcement No.: 2021-084) on the designated information disclosure media, Beijing Xinyu Investment Center (limited partnership) (hereinafter referred to as “Beijing Xinyu”), a shareholder holding more than 5% of the company’s shares, intends to hold a total of no more than 4% of the company’s total share capital through block trading, and intends to reduce its holdings of no more than 2% of the company’s total share capital and no more than 6% of the company’s total share capital through centralized bidding. As of January 7, 2022, Beijing Xinyu has reduced 14862549 shares of the company through centralized bidding and block trading;
2. On March 16, 2021, the company disclosed the announcement on the expiration of the shareholding reduction plan of shareholders holding more than 5% and the pre disclosure of the future shareholding reduction plan (Announcement No.: 2021-012) on the designated information disclosure media. On July 10, 2021, The company disclosed the announcement on the expiration of the reduction plan for shareholders holding more than 5% (Announcement No.: 2021-069) on the information disclosure media designated by the company. During the reduction, Beijing Xinyu reduced 16678825 shares of the company through centralized bidding and block trading;
3. The company held the 2020 annual general meeting of shareholders on June 8, 2021, deliberated and approved the proposal on performance compensation scheme for the subject matter of major asset restructuring, and agreed to repurchase and cancel 24787109 shares of the company held by Beijing Xinyu, the performance commitment party, at a total price of 1 yuan. On June 23, 2021, the cancellation of this repurchase was completed, and the shares of the company held by Beijing Xinyu decreased by 24787109 shares (the nature of shares is limited to sale shares);
4. Affected by the continuous conversion of convertible corporate bonds issued by the company, the total share capital of the company continues to increase, and the shareholding proportion of Beijing Xinyu continues to be diluted;
5. As of January 7, 2022, based on the above reasons, the total number of shares held by Beijing Xinyu has decreased by 56328483 shares, and the shareholding ratio has decreased from 14.80% of the original total share capital to 9.80% of the current total share capital, with a change ratio of 5%;
6. The above equity changes do not touch the tender offer, will not lead to changes in the controlling shareholders and actual controllers of the company, and do not involve changes in the control right of the company.
In accordance with the provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies and the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shenzhen Stock Exchange, the relevant information is hereby announced as follows:
1、 Details of this equity change
(I) basic information of this equity change
1. From April 15, 2021 to January 7, 2022, the details of the reduction of shares held by the information disclosure obligor are as follows:
Proportion of the number of shares reduced by shareholders at the average price of reduction in the current total share capital of Blue Sail Medical Co.Ltd(002382) name reduction method (yuan) (shares) during the reduction period (%)
Centralized bidding 2021.04.15 – 2021.04.19 20.44 7885825 0.78
Beijing block trading 2021.04.16 – 2021.04.21 18.51 8793000 0.87
Xinyu centralized bidding 2021.09.29-2022.01.06 15.73 10547709 1.05
Block transaction 2021.11.26-2022.01.07 14.40 4314840 0.43
Total 31541374 3.13
2. Affected by the continuous conversion of convertible corporate bonds issued by the company, the total share capital of the company continues to increase, and the shareholding proportion of Beijing Xinyu continues to be diluted.
3. The company held the 2020 annual general meeting of shareholders on June 8, 2021, deliberated and approved the proposal on performance compensation scheme for the subject matter of major asset restructuring, and agreed to repurchase and cancel 24787109 shares of the company held by Beijing Xinyu, the performance commitment party, at a total price of 1 yuan. On June 23, 2021, the cancellation of this repurchase was completed, and the shares of the company held by Beijing Xinyu decreased by 24787109 shares (limited to sale shares).
4. According to the relevant commitments in the report on issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions and the relevant agreements on major asset restructuring, on June 29, 2021, 49664220 restricted shares held by Beijing Xinyu were lifted from the restricted listing and circulation.
To sum up, during this equity change, the shares of the company held by Beijing Xinyu, the information disclosure obligor, decreased by 56328483 shares, accounting for 9.80% of the company’s current total share capital and 5%.
(II) basic information of information disclosure obligor
1. Information disclosure obligor
(1) Basic information
Name: Beijing Xinyu Investment Center (limited partnership)
Unified social credit code 911101015885624h
Enterprise type: limited partnership
Executive partner Beijing Yude Investment Management Center (limited partnership)
Industrial and Commercial Registration No.: 110101014370304
Registered capital-
Date of establishment: October 28, 2011
Business term: October 28, 2011 to no fixed term
Registered address: floor 10 (1008b), No. 33, Dengshikou street, Dongcheng District, Beijing
Project investment; Investment management; Investment consulting.
（ “1. No funds shall be raised in public without the approval of relevant departments; 2. No securities products and financial derivatives trading activities shall be carried out in public; 3. No loans shall be granted; 4. No guarantee shall be provided for the business scope of enterprises other than the invested enterprises; 5. No commitment to invest in the capital shall be made to investors “No loss or commitment of minimum return”; Market entities independently choose business projects and carry out business activities according to law; For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
Major shareholder China Life Insurance Company Limited(601628) , National Social Security Fund Council, Beijing state owned capital operation and Management Center
Tel: 010-85079001
(2) Basic information of directors and main responsible persons of information disclosure obligors
Have you obtained the right of residence in other countries’ names, gender, position, nationality, long-term residence home / region
Tian Yunan appointed representative Beijing, China
2. Basic information of information disclosure obligor and executive partner
Name: Beijing Yude Investment Management Center (limited partnership)
Unified social credit code 91110101585840418e
Enterprise type: limited partnership
Executive partner Shanghai pannuo Enterprise Management Service Co., Ltd
Industrial and Commercial Registration No.: 110101014335648
Registered capital: 10.9975 million yuan
Date of establishment: October 17, 2011
Business term: October 17, 2011 to no fixed term
Registered address: room 539A, No. 17, houyongkang Hutong, Dongcheng District, Beijing
Investment management; Investment consulting. (the enterprise shall independently select business items and carry out business activities according to law; for the items whose business scope must be approved according to law, it shall carry out business activities according to the approved contents after being approved by relevant departments; it shall not engage in business activities of items prohibited and restricted by the industrial policies of this city.)
Major shareholders: Shanghai Yude equity investment center (limited partnership) and Shanghai pannuo Enterprise Management Service Co., Ltd
Tel: 010-85079000
(III) Shareholding before and after this equity change
Before and after this equity change
Shareholder name share nature number of shares (shares) in the original total share capital number of shares (shares) in the current total shares (%)
Total shares held 155043272 14.80 98714789 9.80
Beijing, including: unlimited sales conditions
Xinyu shares 80591943 7.69 98714789 9.80
Shares with limited sales conditions 74451329 7.11 —
Total 155043272 14.80 98714789 9.80
After the equity change, Beijing Xinyu holds 98714789 shares of the company, accounting for 9.80% of the current total share capital of the company, and is still a shareholder holding more than 5% of the company.
(IV) restrictions on the rights of shares held by the information disclosure obligor
As of the signing date of this report, Beijing Xinyu, the information disclosure obligor, holds 98714789 shares of the company, and there is no restriction on the rights of shares such as pledge and freezing.
2、 Other relevant instructions
1. This equity change of Beijing Xinyu did not violate relevant laws and regulations such as the securities law, the measures for the administration of the acquisition of listed companies, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, and the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange Departmental rules, normative documents and the articles of association.
2. Beijing Xinyu does not belong to the controlling shareholder and actual controller of the company. This change in equity will not lead to the change of the company’s control and will not affect the company
