Securities code: 002370 securities abbreviation: Zhejiang Yatai Pharmaceutical Co.Ltd(002370) Announcement No.: 2022-003 bond Code: 128062 bond abbreviation: Asian medicine convertible bond
Zhejiang Yatai Pharmaceutical Co.Ltd(002370)
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.
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1. The shareholder Bank Of Ningbo Co.Ltd(002142) Shaoxing Branch (hereinafter referred to as ” Bank Of Ningbo Co.Ltd(002142) “) of Zhejiang Yatai Pharmaceutical Co.Ltd(002370) (hereinafter referred to as “the company”, “the company” or ” Zhejiang Yatai Pharmaceutical Co.Ltd(002370) “) intends to transfer its 39000000 Zhejiang Yatai Pharmaceutical Co.Ltd(002370) shares (accounting for 7.27% of the total share capital of the company) to Ningbo Fubang Jingye Group Co.Ltd(600768) Holding Group Co., Ltd., the first largest shareholder of the company (hereinafter referred to as “Fubon group”).
2. Before the share transfer, the company’s largest shareholder Ningbo Fubang Jingye Group Co.Ltd(600768) Holding Group Co., Ltd. and its wholly-owned subsidiary Shanghai Hangui Investment Management Co., Ltd. (hereinafter referred to as “Hangui investment”) held 57675566 shares of Zhejiang Yatai Pharmaceutical Co.Ltd(002370) shares, accounting for 10.75% of the total share capital of Zhejiang Yatai Pharmaceutical Co.Ltd(002370) ; Bank Of Ningbo Co.Ltd(002142) Shaoxing Branch holds 39000000 Zhejiang Yatai Pharmaceutical Co.Ltd(002370) shares, accounting for 7.27% of the total share capital of the company. After the completion of this share transfer, Fubon group and its persons acting in concert held 96675566 Zhejiang Yatai Pharmaceutical Co.Ltd(002370) shares, accounting for 18.02% of the total share capital of the company; Bank Of Ningbo Co.Ltd(002142) no longer holds Zhejiang Yatai Pharmaceutical Co.Ltd(002370) shares.
3. The transfer of shares under this agreement can only go through the share transfer registration formalities in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the compliance confirmation of Shenzhen Stock Exchange, and the relevant formalities of equity transfer can only be completed within a certain time.
4. If the parties to the transaction fail to strictly perform their respective obligations in accordance with the agreement, there is still uncertainty whether the transaction can be finally completed.
1、 Basic information of this equity change
On January 11, 2022, the company received the agreement transfer notice of Bank Of Ningbo Co.Ltd(002142) and Fubon group. Fubon Group signed the share transfer agreement with Bank Of Ningbo Co.Ltd(002142) . Fubon group plans to transfer 39000000 Zhejiang Yatai Pharmaceutical Co.Ltd(002370) shares held by Bank Of Ningbo Co.Ltd(002142) at a price of 5.21 yuan / share, accounting for 7.27% of the total share capital of Zhejiang Yatai Pharmaceutical Co.Ltd(002370) . The transfer price of the subject shares is determined as RMB 5.21 per share, and the total transfer price is RMB 203190000.00.
The shareholding of all parties before and after the share transfer is shown in the table below:
Before and after the share transfer
Name of shareholder
Number of shares (shares) shareholding ratio (%) number of shares (shares) shareholding ratio (%)
Fubon group 38150000 7.11 77150000 14.38
Hangui investment 19525566 3.64 19525566 3.64
Bank Of Ningbo Co.Ltd(002142) 39,000,000 7.27 0 0.00
Total 96675566 18.02
(for details, please refer to the detailed report on changes in equity and the short report on changes in equity published on the same day. II. Basic information of the participants
(I) information of Transferor
(1) Company name: Bank Of Ningbo Co.Ltd(002142) Shaoxing Branch
(2) Registered address: No. 653, Jiefang Avenue, Shaoxing
(3) Legal representative: Chen Xin
(4) Unified social credit Code: 9133060009768p
(5) Enterprise type: branch of joint stock limited company (Sino foreign joint venture, listed) (6) main business scope: absorbing public deposits; Issuing short-term, medium-term and long-term loans; Handle settlement outside China; Handle bill acceptance and discount; Acting as an agent for issuing and cashing government bonds; Engage in bank card business; Provide letter of credit services; Agent collection and payment; Operate the business authorized by the head office within the business scope approved by the Bank Of China Limited(601988) Industry Regulatory Commission. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(7) Term of operation: long term
(8) Bank Of Ningbo Co.Ltd(002142) Shaoxing Branch is a subsidiary of Bank Of Ningbo Co.Ltd(002142)
(II) transferee
(1) Company name: Ningbo Fubang Jingye Group Co.Ltd(600768) Holding Group Co., Ltd
(2) Registered address: 4th and 5th floors, No. 2, Changchun Road, Haishu District, Ningbo City, Zhejiang Province
(3) Legal representative: Song Hanping
(4) Registered capital: 270 million yuan
(5) Unified social credit Code: 91330200736980662w
(6) Enterprise type: other limited liability companies
(7) Main business scope: industrial investment, commercial industrial investment; Wholesale and retail of metal materials, building materials, daily necessities, hardware and electrical equipment, chemical products, mechanical equipment, electronic products, auto parts, handicrafts and sporting goods; Property services; Own house lease. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(8) Term of operation: long term
(9) Shareholding of shareholders: Song Hanping holds 46.80%, Ningbo Kant Investment Co., Ltd. holds 28.53%, Ningbo Kangjun Investment Co., Ltd. holds 18.53%, Huang Xiaoming holds 2.67%, Hu Zhenghui holds 1.73% and Fu Cai holds 1.73%.
3、 Main contents of share transfer agreement
1. Parties to the assignment
Transferor: Bank Of Ningbo Co.Ltd(002142) Shaoxing Branch
Transferee: Ningbo Fubang Jingye Group Co.Ltd(600768) Holding Group Co., Ltd
2. Underlying shares
The subject shares transferred by Bank Of Ningbo Co.Ltd(002142) to Fubon group are Zhejiang Yatai Pharmaceutical Co.Ltd(002370) 39000000 shares held by Bank Of Ningbo Co.Ltd(002142) , accounting for 7.27% of the total number of Zhejiang Yatai Pharmaceutical Co.Ltd(002370) shares.
3. Transfer price and payment
The transfer price per share is 5.21 yuan, that is, the transfer price of the subject shares is 203190000 yuan (in words: two hundred and three million one hundred and ninety thousand yuan).
Both parties agree that Fubon group shall pay Bank Of Ningbo Co.Ltd(002142) 10% (i.e. RMB 20319000) of the total share transfer amount as the deposit within 3 working days from the date of signing the agreement, which shall be converted into the transaction price after the transfer of the subject shares is completed, and the balance shall be paid within 5 working days from the date of completion of share transfer registration.
4. Registration of transfer of subject shares
Both parties shall actively cooperate, apply to Shenzhen stock exchange for compliance review within 5 trading days from the date of signing the agreement, and apply to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch for ownership transfer registration of the subject shares within 3 trading days after Shenzhen Stock Exchange Issues compliance confirmation opinions.
5. Bear taxes
Both parties confirm that the taxes and fees involved in the transfer of the subject shares shall be borne by both parties in accordance with the provisions of corresponding laws, regulations and normative documents.
6. Signing time of agreement
The agreement is signed on January 10, 2022.
7. Effective time and conditions of the agreement
The agreement shall come into force after being signed by both parties.
4、 Impact of this equity change
1. This equity change does not involve the change of control right, and the company is still in the state of no controlling shareholder and no actual controller.
2. The transfer of this agreement will not have a significant impact on the corporate governance structure and sustainable operation.
5、 Description of other relevant matters
1. The above shares to be transferred by agreement are not subject to rights restrictions such as pledge, freezing, or restricted transfer.
2. The transfer of shares under this agreement can only go through the share transfer registration formalities in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the compliance confirmation of Shenzhen Stock Exchange. There are uncertainties in relevant matters.
3. According to the measures for the administration of the acquisition of listed companies and other relevant provisions, the information disclosure obligors related to the equity changes of the above companies have fulfilled the information disclosure obligations in accordance with the provisions. For the specific contents, see the detailed equity change report and brief equity change report published on the same day. 4. The company will pay close attention to the progress of the above share transfer and fulfill the obligation of information disclosure in time. The information disclosure media designated by the company are securities times and http://www.cn.info.com.cn, All information of the company shall be subject to the information disclosed in the above designated media. Please pay attention to the investment risks.
6、 Documents for future reference
1. Share transfer agreement
It is hereby announced.
Zhejiang Yatai Pharmaceutical Co.Ltd(002370) board of directors
January 12, 2022
