Securities code: Heren Health Co.Ltd(300550) securities abbreviation: Heren Health Co.Ltd(300550) Announcement No.: 2022035 Heren Health Co.Ltd(300550)
Announcement on the supplementary agreement signed by the controlling shareholder and actual controller of the company to the share transfer agreement and the progress of the proposed changes of the controlling shareholder and actual controller
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.
Heren Health Co.Ltd(300550) issued the suggestive announcement on the signing of the share transfer agreement and the waiver of voting rights by the controlling shareholder and the actual controller and the proposed change of the controlling shareholder and the actual controller on May 15, 2022. Up to now, the supplementary agreement to the share transfer agreement and the cancellation agreement of the voting rights waiver agreement have been signed on May 18, 2022 after friendly negotiation between the parties to the contract. The details are as follows: 1 Event overview
On May 15, 2022, the controlling shareholder of the company, Hangzhou Panyuan Investment Co., Ltd. (hereinafter referred to as "Panyuan investment"), the actual controllers, Mr. Yang Yibing and Mr. Yang Bo, and Topchoice Medical Co.Inc(600763) (hereinafter referred to as " Topchoice Medical Co.Inc(600763) ") jointly signed the share transfer agreement on Heren Health Co.Ltd(300550) (hereinafter referred to as "share transfer agreement" in this announcement). According to the share transfer agreement, Panyuan investment transferred its 78795276 shares of the company to Topchoice Medical Co.Inc(600763) , with a total transfer price of 769041893 yuan (in words: seven hundred sixty-nine million forty-one thousand eight hundred and ninety-three yuan only) (hereinafter referred to as "this transaction"). After the completion of this transaction, Topchoice Medical Co.Inc(600763) will hold 78795276 shares of the company, accounting for about 29.75% of the total share capital of the company, and Panyuan investment will hold 37659704 shares of the company, accounting for 14.22% of the total share capital.
After the completion of this transaction, the controlling shareholder and actual controller of the company will change Topchoice Medical Co.Inc(600763) will become the controlling shareholder of the company and Mr. LV Jianming will become the actual controller of the company.
The specific contents of the above matters are detailed in the relevant information disclosed by the company on cninfo.com on May 15, 2022
2、 Relevant information of signing the supplementary agreement
Through friendly negotiation, Topchoice Medical Co.Inc(600763) , Panyuan investment, Yang Yibing and Yang Bo signed the supplementary agreement to the share transfer agreement (hereinafter referred to as the "supplementary agreement") on the basis of the share transfer agreement on May 18, 2022. The main information is as follows:
(I) parties
Party A (transferee): Topchoice Medical Co.Inc(600763)
Address: No. 57, Pinghai Road, Shangcheng District, Hangzhou, Zhejiang
Unified social credit Code: 9133 Shenzhen Ecobeauty Co.Ltd(000010) 2930559p
Party B (transferor): Hangzhou Panyuan Investment Co., Ltd
Unified social credit Code: 913 Acrobiosystems Co.Ltd(301080) 56735639t
Address: room 505, 5 / F, No. 625, Xinlian Road, Binjiang District, Hangzhou, Zhejiang Province
Party C I: Yang Yibing
ID card No.: 3 Hhc Changzhou Corp(301061) 96803250415
Address: Room 606, Liubo building, Qiushi village, Xihu District, Hangzhou, Zhejiang
Party C II: Yang Bo
ID No.: 33262319760217003x
Address: 23-2-301, Fuxin Garden East, Wener Road, Hangzhou, Zhejiang
Party A and Party B are collectively referred to as "both parties" in this agreement, and Party C 1 and Party C 2 are collectively referred to as "Party C" in this Agreement; Each party is called a "party", which depends on the context requirements.
(II) main contents of the agreement
Article 1 "this transaction" in Article 1.1 of the original agreement refers to "the matters that Party B enables Party A to obtain the control of the listed company by transferring the subject shares and giving up part of the voting rights of shares, as well as a series of transactions including share pledge and other matters carried out in cooperation to achieve the above matters." It is adjusted to "the matters that Party B enables Party A to obtain the control of the listed company by means of transferring the subject shares, and a series of transactions including share pledge and other matters carried out in cooperation to achieve the above matters."
Article 2 "transaction document" in Article 1.1 of the original agreement refers to "this agreement signed by Party A and Party B for this transaction, the stock pledge contract numbered tcm-hrkj-002, the voting right waiver agreement numbered tcm-hrkj-003 and the annexes of these agreements, as amended and supplemented from time to time." Adjusted to "this agreement signed by Party A and Party B for this transaction, the stock pledge contract No. tcm-hrkj-002 and the annexes of these agreements, as amended and supplemented from time to time."
Article 3 Article 2.5 of the original agreement stipulates that "the parties shall make joint efforts to promote the effectiveness of the cost agreement within 4 months after the signing date, and promote the completion of the transaction within 6 months after the signing date and the payment of all share transfer funds by Party A (Note: the expiration date is the" latest completion date ") It is adjusted to "all parties to the agreement shall make joint efforts to make the agreement take effect within 4 months after the signing date, and promote the completion of the transaction within 8 months after the signing date, and Party A to complete the payment of all share transfer funds (Note: the expiration date is the" latest completion date ")
Article 4 item (2) of the preconditions for Party A to pay the first phase of share transfer price agreed in article 4.2.1 of the original agreement "Party A has received the original share voting right waiver agreement issued by Party B, and the relevant commitments comply with the provisions of Article 6 of this Agreement" is no longer applicable.
Article 5 the title of Article 5 of the original agreement "waiver of voting rights" is adjusted to the title "commitment related to control rights". Article 6 Article 5.1 of the original agreement "Party B and Party C agree that in order to ensure the stability of the control right of the listed company, they will separately sign the voting right waiver agreement on the signing date of this agreement, and promise that from the completion date of share delivery, the total shares of the listed company directly and indirectly held by Party C and its affiliates exceed 26488568 shares (i.e. 10% of the total share capital of the listed company) During the period, the voting rights, proposal rights and other shareholders' rights related to the total share capital of the listed company held directly and indirectly in total exceeding 26488568 shares will be waived; When the total shares of the listed company held by Party C and its related parties are less than 26488568 shares (i.e. 10% of the total share capital of the listed company) or less, this article will not be implemented. During the period of waiver of voting rights, if the total share capital of the listed company changes due to issues such as share distribution, conversion of capital reserve into share capital, repurchase and cancellation, the number of shares waived of voting rights shall be adjusted accordingly. If Party B reduces or transfers the shares of the listed company to a third party, the shares of the listed company reduced or transferred above shall be the shares that give up the voting right as agreed in this clause, and the voting right shall be restored after the transfer of such shares.
The voting rights waiver agreement forms an integral part of this agreement. " No more execution, and neither party shall bear any liability for breach of contract or compensation.
After that, Party A holds a total of 29.75% of the voting rights of the listed company and becomes the controlling shareholder of the listed company, and Mr. LV Jianming becomes the actual controller of the listed company. " After the completion of share delivery, Party A holds 29.75% of the voting rights of the listed company and becomes the controlling shareholder of the listed company, and Mr. LV Jianming becomes the actual controller of the listed company
Article 8 article 15.3 of the original agreement "if both parties fail to handle the cancellation of pledge, transfer registration or waiver of voting rights of the subject shares in accordance with the agreement due to Party B's reasons, if it is overdue for more than five (5) working days, for each (1) day overdue, Party B shall pay liquidated damages to Party A based on the earnest money paid by Party A and the share transfer price paid by Party A. if Party B is overdue for more than thirty (30) days Party A shall pay Party A liquidated damages equal to 10% of the transfer price of the subject shares. While obtaining the liquidated damages, Party A has the right to decide whether to continue to implement this agreement. If Party A decides to terminate this agreement, Party B shall return all the money (and fruits) paid by Party A to Party A. " Adjusted to "if both parties fail to handle the pledge release and transfer registration of the subject shares in accordance with the agreement due to Party B's reasons, if it is overdue for more than five (5) working days, for each (1) day overdue, Party B shall pay liquidated damages to Party A based on the deposit paid by Party A and the share transfer price paid by Party A. if Party B is overdue for more than thirty (30) Party A shall pay Party A liquidated damages equal to 10% of the transfer price of the subject shares. While obtaining the liquidated damages, Party A has the right to decide whether to continue to implement this agreement. If Party A decides to terminate this agreement, Party B shall return all the money (and fruits) paid by Party A to Party A. "
Article 9 the "voting right waiver arrangement" in articles 15.4 and 15.5 of the original agreement is no longer applicable. Article 10 article 15.7 of the original agreement "if Party B violates the relevant provisions on the waiver of voting rights in Article 5 of this agreement, which constitutes a fundamental breach of this agreement, Party B shall pay Party A liquidated damages according to 30% of the share transfer price within three (3) days from the date of such breach, and one (1) day from the date of such breach." Correct the breach of contract described in this article by terminating the relevant agreement within months; If it is not completed within the time limit, Party A shall have the right to require Party B to unilaterally terminate this agreement while obtaining compensation, and require Party B to return the share transfer price paid by Party A and the corresponding bank loan interest in the same period to repurchase the shares of the listed company held by Party a at that time. " No longer applicable.
Article 11 article 16.1 of the original agreement "This Agreement shall come into force on the date when it is signed and / or signed and sealed by the authorized representatives of the parties. Articles 9, 10, 11, 15.3 and 16 of this Agreement shall come into force when it is established, and the remaining provisions shall come into force on the date when all the following conditions are met: 1. After the completion of relevant asset audit, evaluation or valuation of this transaction, Party A shall convene the board of directors again for deliberation and approval; 2. Party B has the right to review and approve this agreement by the approval authority Transaction plan; 3. Other approvals or approvals that may be involved as required by relevant laws and regulations. " Adjust to "This Agreement shall come into force on the date when it is signed and / or signed and sealed by the authorized representatives of the parties. Articles 9, 10, 11, 15.3 and 16 of this Agreement shall come into force when it is established, and the remaining provisions shall come into force on the date when all the following conditions are met: 1. After the completion of relevant asset audit, evaluation or valuation of this transaction, Party A shall convene the board of directors again for deliberation and approval; 2. Party B has the right to review and approve this agreement by the approval authority Transaction plan; 3. This transaction has passed the concentration review of the regulatory authorities and other approvals or approvals that may be involved as required by relevant laws and regulations. "
Article 12 item (3) of article 16.3 of the original agreement "if this agreement fails to come into force within 4 months after the signing date, Party B has the right to unilaterally send a notice to terminate this Agreement without being liable for breach of contract." Adjust to "if this agreement fails to take effect within 4 months after the signing date, Party B has the right to terminate this agreement unilaterally by sending a notice without bearing the liability for breach of contract. If the business concentration declaration has been submitted but no reply has been obtained within this period, both parties can negotiate to extend the period."
Article 13 this agreement is a part of the original agreement. In case of any inconsistency with the original agreement, this Agreement shall prevail; If the original agreement has not been modified or adjusted, it shall still be implemented in accordance with the original agreement.
Article 14 this Agreement shall come into force after it is established on the date when it is signed and / or sealed by the authorized representatives of the parties and approved by the corresponding examination and approval authority.
Except for the amendment of the above clauses, the contents of other clauses remain unchanged.
3、 Details of signing the cancellation agreement of voting right waiver agreement
(I) parties
Party A: Topchoice Medical Co.Inc(600763)
Unified social credit Code: 9133 Shenzhen Ecobeauty Co.Ltd(000010) 2930559p
Address: No. 57, Pinghai Road, Shangcheng District, Hangzhou, Zhejiang
Party B 1: Hangzhou Panyuan Investment Co., Ltd
Unified social credit Code: 913 Acrobiosystems Co.Ltd(301080) 56735639t
Address: room 505, 5 / F, No. 625, Xinlian Road, Binjiang District, Hangzhou, Zhejiang Province
Party B 2: Hangzhou Panhong investment management partnership (limited partnership)
Unified social credit Code: 913301 Beijing Zodi Investment Co.Ltd(000609) 53372p
Address: room 339, building 1, Super Sunday apartment, Puyan street, Binjiang District, Hangzhou
Party C I: Yang Yibing
ID card No.: 3 Hhc Changzhou Corp(301061) 96803250415
Address: Room 606, Liubo building, Qiushi village, Xihu District, Hangzhou, Zhejiang
Party B 1 and Party B 2 are collectively referred to as "Party B" in this Agreement; Party C 1 and Party C 2 are collectively referred to as "Party C" in this Agreement; Party A, Party B and Party C are collectively referred to as "parties" in this Agreement; Each party to the agreement is called a "party", which depends on the context.
(II) main contents of the agreement
In order to better meet the compliance requirements of relevant laws and regulations of listed companies, the parties to the agreement have officially reached the agreement on the cancellation of voting right waiver agreement in accordance with the principles of voluntariness and fairness. The original signed voting right waiver agreement has been officially cancelled by consensus, and each party will not pursue legal responsibilities.
Party B and Party C promise that after Party A obtains the control right of the listed company, Party B and Party C will not actively seek the control right of the listed company or assist other third parties to seek the control right of the listed company; Party B and Party C shall not sign or set up concerted action agreements, voting rights entrustment or other agreements, documents and arrangements that may affect Party A's control over the listed company with any third party.
The agreement shall come into force on the date when it is signed and / or sealed by the authorized representatives of the parties.
4、 Documents for future reference
Supplementary agreement to share transfer agreement
Cancellation agreement of voting right waiver agreement
Heren Health Co.Ltd(300550) board of directors may 18, 2022
