Securities code: Jiuzhitang Co.Ltd(000989) securities abbreviation: Jiuzhitang Co.Ltd(000989) Announcement No.: 2022032
Suggestive announcement on the transfer of some shares of the company by the controlling shareholders through agreement
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. Mr. Li Zhenguo, the controlling shareholder and actual controller of the company, and Yifeng Pharmacy Chain Co.Ltd(603939) (hereinafter referred to as " Yifeng Pharmacy Chain Co.Ltd(603939) ") signed the stock transfer agreement on Jiuzhitang Co.Ltd(000989) (hereinafter referred to as "transfer agreement" and "this Agreement"). Mr. Li Zhenguo intends to transfer 43467800 shares of the company held by him, accounting for 500001% of the total share capital of the company, to Yifeng Pharmacy Chain Co.Ltd(603939) .
2. As of the date of this announcement, Mr. Li Zhenguo, the controlling shareholder and actual controller of the company, holds 258108371 shares of the company, accounting for 29.69% of the total share capital of the company.
3. The transfer of shares under this agreement can only be handled in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited after the compliance confirmation of Shenzhen Stock Exchange, and the relevant procedures of equity transfer can only be completed within a certain time.
4. The transfer of this agreement will not lead to changes in the controlling shareholders and actual controllers of the company, and will not have a significant impact on the corporate governance structure and sustainable operation. For the follow-up matters involved in this share transfer, the company will timely perform the obligation of information disclosure according to the progress of relevant matters. Please pay attention to the investment risks.
1、 Overview of this share transfer
The company received the notice from Mr. Li Zhenguo, the controlling shareholder and actual controller of the company. Based on the needs of strategic development, Mr. Li Zhenguo and Yifeng Pharmacy Chain Co.Ltd(603939) signed the transfer agreement on April 23, 2022, and planned to transfer 43467800 shares of the company held by him, accounting for 500001% of the total share capital of the company, to Yifeng Pharmacy Chain Co.Ltd(603939) . The price of this share transfer is 9.85 yuan / share (the transfer price agreed in the transfer agreement shall not be less than 90% of the closing price of the underlying stock on the trading day before the signing date of this Agreement)
The total transfer price is RMB 428157830. The shareholding of all parties before and after the share transfer is as follows:
Shareholding before the change of shareholder name shareholding after the change
Quantity (share) proportion quantity (share) quantity (share) proportion
Li Zhenguo 25810837129.69% - 434678 Risesun Real Estate Development Co.Ltd(002146) 457124.69%
Yifeng Pharmacy Chain Co.Ltd(603939) 0 0 +43,467800 43,467800 5.00%
Total 25810837129.69% 025810837129.69%
After the transfer of this agreement, the proportion of shares held by Mr. Li Zhenguo in the company will be reduced from 29.69% to
24.69%。 In addition, the shareholding ratio of Mr. Li Zhenguo will be reduced by 8.83% compared with the last time he released the equity change report (i.e. June 5, 2021). Mr. Li Zhenguo has prepared the "simplified equity change report" according to law and disclosed it at the same time as this announcement.
The transfer of this Agreement does not constitute a related party transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of both parties to the transfer
1. Basic information of Transferor
Li Zhenguo, male, Chinese nationality, without overseas residency, is the controlling shareholder, actual controller and chairman of the company. As of the date of this announcement, Mr. Li Zhenguo holds 258108371 shares of the company, accounting for 29.69% of the total share capital of the company.
(1) Mr. Li Zhenguo's share reduction this time
Name of shareholder number of shares and proportion of shares reduced during the period of reduction
Mode price (share)
The transfer agreement was signed on April 23, 2022, and the Shenzhen certificate is still required
9.85 agreement can be registered in China securities after the compliance confirmation of the stock exchange
Transfer record settlement Co., Ltd. Shenzhen Branch handled the share agreement of RMB 43467800 / share 5.00%
Li Zhenguo
Transfer procedures.
Total -- 434678005.00%
(2) Mr. Li Zhenguo's shareholding before and after the reduction
Shares held by shareholders before this reduction and shares held after this reduction
Name share nature share number (share) proportion in total share capital share number (share) proportion in total share capital
Total shares held: 25810837129.69% 2146457124.69%
Li Zhenguo, including:
Shares with limited sales conditions 19755627822.72%
Shares with unlimited sales conditions 605520936.97% 170842931.97%
2. Basic information of transferee
Name: Yifeng Pharmacy Chain Co.Ltd(603939)
Nature of enterprise: joint stock limited company (joint venture and listing between Taiwan, Hong Kong, Macao and China)
Registered address: No. 2638, Renmin Road, Fuqiang community, Baimahu street, Wuling District, Changde City, Hunan Province
Main office location: No. 68, Jinzhou Avenue, Lugu high tech Zone, Changsha, Hunan
Legal representative: Gao Yi
Registered capital: 718765340 yuan
Main business: it is mainly engaged in the retail business of drugs, health products, health food, medical devices, personal care products and daily convenience products related to health. Yifeng pharmaceutical, a subsidiary, as the company's internal centralized procurement platform, takes into account a small amount of foreign drug wholesale business.
Controlling shareholder and actual controller: Yifeng Pharmacy Chain Co.Ltd(603939) the controlling shareholder is Jikang enterprise management partnership (limited partnership) in Ningbo Meishan free trade port area, and the actual controller is natural person Gao Yi. The specific shareholding is as follows:
3. Credit situation
Neither the transferor nor the transferee of the shares transferred under this agreement belongs to the dishonest executee, is not included in the list of serious dishonest persons involving finance, and is not a dishonest enterprise of the customs.
3、 Main contents of the transfer agreement
Party A of the transfer agreement is Yifeng Pharmacy Chain Co.Ltd(603939) , and Party B is Li Zhenguo
Jiuzhitang Co.Ltd(000989) 3
1. Party a legally receives Jiuzhitang Co.Ltd(000989) 43467800 circulating shares with its own funds, accounting for 500001% of Jiuzhitang Co.Ltd(000989) total share capital. The transfer price is 9.85 yuan / share, not less than 90% of the closing price of the underlying stock on the trading day before the signing date of this agreement. The total transaction price is 428157830 yuan.
2. Party B is responsible for handling all procedures involved in the transfer of the subject stock from Party B to Party A, including but not limited to
Apply to the stock exchange for the compliance confirmation document for the transfer of the underlying stock agreement and register with China Securities
Clearing Co., Ltd. (hereinafter referred to as "China Clearing") applies for handling the transfer procedures of the underlying stock transaction.
After the stock exchange issues the agreement transfer compliance confirmation document, after both parties agree and confirm the handling date of the transfer procedures, both parties can submit an application for handling the share agreement transfer to China Clearing on the determined date. Party A shall cooperate with Party B to apply to China Clearing for the transaction and transfer of the underlying stock.
3. Within 3 working days after the signing of this stock transfer agreement, Party A shall pay the transaction deposit to Party B,
That is, 5% of the total transaction price shall be paid to the account designated by Party B as the first part of the transaction price. Within 3 working days from the date when the underlying stock is registered in the name of Party A in the China settlement system, Party A shall pay the remaining transaction price, that is, 95% of the total transaction price, to the bank account designated by Party B.
4. This Agreement shall come into force after being signed by the legal representatives or authorized representatives of both parties and stamped with official seals / fingerprints. 4、 Impact of this share transfer
The transfer of shares under this agreement is based on the strategic development consideration of Jiuzhitang Co.Ltd(000989) by both parties.
After the completion of this share transfer, Mr. Li Zhenguo holds 21464571 shares of the company, accounting for
24.69% of the total share capital of the company, and Yifeng Pharmacy Chain Co.Ltd(603939) holds 43467800 shares of the company, accounting for 40% of the total share capital of the company
5.00%.
This share transfer will not lead to changes in the controlling shareholders and actual controllers of the company, will not have a significant impact on the corporate governance structure and sustainable operation, and will not damage the interests of listed companies and other shareholders. 5、 Performance of commitments
As of the date of this announcement, Mr. Li Zhenguo has strictly fulfilled the requirements of issuing shares to purchase assets and related parties in 2015
There is no violation of the commitments made in the transaction, and the specific contents are as follows:
Commitment type commitment content commitment time commitment period performance type
Shares are limited to the shares subscribed by Li Zhenguo with assets in this transaction, and shall not be transferred within 36 months from the date of listing. The sale commitment has been fulfilled in December 2015. Within 6 months after the completion of this transaction, if the closing price of the shares of the listed company for 20 consecutive trading days is 36 months lower than that on the 30th of the issuance month
If the market price or the closing price at the end of six months after the completion of the transaction is lower than the issue price, Li Zhenguo holds the company's shares
Jiuzhitang Co.Ltd(000989) 4
The lock up period of tickets will be automatically extended for at least 6 months.
Jiuzhitang Co.Ltd(000989) and Li Zhenguo, Chenneng venture capital, Mianyang fund, Yang Cheng, Sheng Suozhu, Gao Jinyan, Wan Ling, Ni
Kailing and Huang Jingmei signed the profit forecast compensation agreement (Revised). The counterparty promises that Youbo pharmaceutical
In 2015, 2016 and 2017, the audited net profit attributable to the shareholders of the parent company after deducting the permanent gains and losses of non completed three performance commitments shall not be less than 456734900 yuan, 514724000 yuan, and the annual performance commitment and supplement shall not be less than 578796800 yuan respectively. The above promised profits shall not be less than the 12-month promise of Zhonglian appraisal Zi [2015] issued by Zhonglian appraisal, There is no corresponding annual profit forecast net profit determined in the asset appraisal report no. 473. On the 30th day of commitment
Within the compensation arrangement, if the actual profit of Youbo pharmaceutical is less than the promised profit, the transaction of issuing shares to purchase assets will perform the compensation obligation as the compensation obligor in accordance with this agreement. The maximum amount used by the transferor for compensation shall not exceed the total transaction amount obtained by the transferor due to the agreement on issuing shares to purchase assets (Amendment)
Consideration.
In order to avoid possible horizontal competition with listed companies in the future and safeguard the interests of listed companies, Li Zhenye Jingguo issued a letter of commitment on avoiding horizontal competition: except Jiuzhitang Co.Ltd(000989) and other enterprises under its control, this
At present, the contender and Guan Ren have not directly or indirectly engaged in and operated with jiuren Jiuzhitang Co.Ltd(000989) in any form in any region inside and outside China
The business that constitutes or may constitute competition between Lianjiao Zhitang and other enterprises under its control; I promise that as the controlling shareholder of Jiuzhitang Co.Ltd(000989) 2015, I will not be within or outside China in any way (including but not limited to independent operation, during the period of December 30, 2015) during the normal performance of the controlling shareholder of Yizi and Yizi
Gold occupation through joint venture or ownership
