Short form equity change report
Name of listed company: Jiuzhitang Co.Ltd(000989) place of listing: Shenzhen Stock Exchange Stock abbreviation: Jiuzhitang Co.Ltd(000989) Stock Code: Jiuzhitang Co.Ltd(000989) information disclosure obligor: Li Zhenguo address: Mudanjiang City, Heilongjiang Province mailing address: Chaoyang District, Beijing nature of change of shares: decrease in the number of shares and shareholding ratio
Date of signature: April 23, 2022
Statement of information disclosure obligor
1、 This report is in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of the acquisition of listed companies (hereinafter referred to as the “acquisition measures”), the standards for the contents and forms of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity (hereinafter referred to as the “Standards No. 15”) and relevant laws Preparation of regulations and normative documents.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report.
3、 In accordance with the provisions of the securities law of the people’s Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the changes of shares in which the information disclosure obligor has interests in Jiuzhitang Co.Ltd(000989) (hereinafter referred to as “the company”, “listed company” and ” Jiuzhitang Co.Ltd(000989) ).
As of the signing date of this simplified equity change report, except for the information disclosed in this report, the above information disclosure obligor has not increased or reduced its shares in Jiuzhitang Co.Ltd(000989) in any other way.
4、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
5、 The matters related to the agreement transfer in this equity change need to be confirmed by the compliance of Shenzhen Stock Exchange before going through the relevant transfer registration procedures at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 6、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and will bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
catalogue
The disclosure obligor declares that Section 1 interpretation Section 2 introduction of information disclosure obligors Section III purpose of equity change Section IV equity change method Section 5 trading of listed shares in the first six months Section VI other major matters Section VII declaration of information disclosure obligor Section VIII documents for future reference 14 attached table: short form equity change report fifteen
Section I interpretation
Unless otherwise specified, the following abbreviations have the following meanings in this report: listed company, Jiuzhitang Co.Ltd(000989) , company refers to Jiuzhitang Co.Ltd(000989)
The information disclosure obligor refers to Li Zhenguo, Jiuzhitang Co.Ltd(000989) controlling shareholder and actual controller
This equity change refers to the reduction in the number of shares held and the decrease in the proportion of shares held by the information disclosure obligor through block trading and agreement transfer of shares.
Equity change report refers to Jiuzhitang Co.Ltd(000989) simplified equity change report
This report
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The acquisition Measures refer to the administrative measures for the acquisition of listed companies
Shenzhen stock exchange refers to Shenzhen Stock Exchange
CSRC refers to the China Securities Regulatory Commission
1、 Basic information of information disclosure obligor
Name: Li Zhenguo
Gender: Male
Nationality: Chinese
ID number:
Address: Mudanjiang City, Heilongjiang Province
Mailing address: Chaoyang District, Beijing
Whether to obtain the right of residence in other countries or regions: no
2、 The shares in which the information disclosure obligor has interests in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the signing date of this report, the information disclosure obligor has no situation that the shares in other listed companies at home and abroad have reached or exceeded 5% of the issued shares of the company.
Section III purpose of equity change
1、 Purpose of this equity change
In this equity change, the information disclosure obligor’s reduction of shares through block trading is mainly to actively repay the financing debt of stock pledge, reduce its equity pledge proportion and mitigate the risk of equity pledge; The reduction of shares by agreement transfer is mainly based on the strategic development consideration of Jiuzhitang Co.Ltd(000989) .
2、 After this equity change, the information disclosure obligor’s equity change plan in the next 12 months
After this equity change, the information disclosure obligor does not rule out the possibility of increasing or reducing its shares in the company according to its actual situation and changes in market conditions in the next 12 months. In case of relevant equity changes, the company will perform the obligation of information disclosure in strict accordance with the relevant requirements of laws and regulations.
Section IV changes in equity
1、 Shares of listed companies held by information disclosure obligors
Before this equity change, the information disclosure obligor held 291388371 ordinary shares of Jiuzhitang Co.Ltd(000989) RMB, accounting for 33.52% of the total share capital of the company. After this equity change, the information disclosure obligor holds 21464571 ordinary shares of Jiuzhitang Co.Ltd(000989) RMB, accounting for 24.69% of the total share capital of the company. This equity change will not lead to changes in the controlling shareholder and actual controller of the company.
2、 Method of equity change
The change in equity is due to the reduction of shares held by the information disclosure obligor from 33.52% to 24.69% and the change ratio of 8.83% due to the reduction of shares held by the information disclosure obligor through block trading and agreed transfer of shares.
After this equity change, the information disclosure obligor is still the controlling shareholder and actual controller of the company. Details are as follows:
Information disclosure matters equity change equity change time change number of shares change proportion obligor method (share)
Block trading reduction: 2021.9.142022.1.7332800003.83% Li Zhenguo
Agreement transfer and reduction of 434678005.00% on April 23, 2022
Total — 767478008.83%
(I) share reduction through block trading
The information disclosure obligors held 291388371 shares, accounting for 33.52% of the total share capital of the company, when they last issued the equity change report (i.e. June 5, 2021). They reduced 33280000 shares of the company’s non tradable shares through block trading from September 14, 2021 to January 7, 2022, accounting for 3.83% of the total share capital of the company. After the reduction of block trading, as of the date of signing this report, the information disclosure obligors held 258108371 shares of the company, Accounting for 29.69% of the total share capital of the company, the specific reduction details are as follows:
No. reduction method reduction time reduction price (yuan / share) reduction number of shares (share) reduction proportion
1. Block transaction 202109-14 9.06110 Ping An Bank Co.Ltd(000001) .27%
Block transaction: 2020696300.2%
3. Block transaction 202112-27 9.638 Shanghai Pudong Development Bank Co.Ltd(600000) 0.99%
4 block transactions 202112-31 9.5820000000.23%
5 block transaction 202201-06 10.122740000.32%
6 block transaction 202201-07 10.1225 Shanghai Pudong Development Bank Co.Ltd(600000) .29%
Total — 332800003.83%
(II) reduction of shares by agreement transfer
1. Basic information
On April 23, 2022, the information disclosure obligor 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) , and planned to transfer 43467800 shares of the company’s non tradable shares, accounting for 500001% of the company’s total share capital, to Yifeng Pharmacy Chain Co.Ltd(603939) .
After the transfer of ownership of the above agreement is completed, the information disclosure obligor will hold 21464571 shares of the company, accounting for 24.69% of the total share capital of the company.
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.
2. Main contents of transfer agreement
① Parties to the agreement
Party A (transferee): Yifeng Pharmacy Chain Co.Ltd(603939)
Party B (transferor): Li Zhenguo
② Number and proportion of shares to be transferred
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.
③ Transfer price
The transfer price is 9.85 yuan / share, which is no 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.
④ Transfer payment method
Within 3 working days after the signing of this stock transfer agreement, Party A shall pay Party B the transaction deposit, that is, 5% of the total transaction price, 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.
⑤ Signing time of agreement
April 23, 2022.
⑥ Effective time of agreement
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.
3、 Restrictions on the rights of shares held by the information disclosure obligor
As of the signing date of this report, the information disclosure obligors hold a total of 258108371 Jiuzhitang Co.Ltd(000989) shares, accounting for 29.69% of the total share capital of the company. Among them, the Pledged Shares are 163440900. As the chairman of the listed company, 197556278 of his shares are senior management locked shares and 60552093 are tradable shares with unlimited sales conditions.
The shares involved in this equity change are tradable shares with unlimited sales conditions, and there are no restrictions on rights.
No supplementary agreement has been signed for the agreed transfer of this equity change, and the parties to the agreement have not set any additional special conditions for this share transfer, have no other arrangements for the exercise of voting rights, or have other arrangements for the remaining shares in which the information disclosure obligor has interests in the listed company.
4、 Other information about the information disclosure obligor
1. Mr. Li Zhenguo, the obligor of information disclosure, is the chairman, controlling shareholder and actual controller of the company. He is the chairman of Mudanjiang Youbo Pharmaceutical Co., Ltd., a wholly-owned subsidiary of the company, and does not work in other companies.
2. The information disclosure obligor is not under the circumstances specified in article 148 of the company law.
3. The information disclosure obligor received a notice of criticism and punishment from Shenzhen Stock Exchange on December 26, 2018, and a warning letter from Hunan regulatory bureau of China Securities Regulatory Commission on January 21, 2019 and April 17, 2020.
4. As of the signing date of this report, the information disclosure obligor has not been included in the list of serious financial dishonests, non customs dishonest enterprises and their legal representatives (principals), directors, supervisors and senior managers. 5. There is no infringement on the rights and interests of listed companies and shareholders when the information disclosure obligor reduces its holdings.
6. When the information disclosure obligors reduce their holdings, there are no situations in which they fail to pay off their liabilities to the company, fail to release the guarantee provided by the company for their liabilities, or damage the interests of the company.
5、 Subsequent approval of this equity change
For the agreed transfer matters involved in this equity change, the Shenzhen Stock Exchange will confirm the compliance of the share transfer application submitted by the parties to the share transfer. The agreed transfer must go through the transfer registration and other procedures at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Section V Trading of listed shares in the first six months
In addition to the information disclosed in this report
