Stock Code: Luoxin Pharmaceuticals Group Stock Co.Ltd(002793) stock abbreviation: Luoxin Pharmaceuticals Group Stock Co.Ltd(002793) Announcement No.: 2022045 Luoxin Pharmaceuticals Group Stock Co.Ltd(002793)
On the reduction of shares held by shareholders holding more than 5% to less than 5%
Suggestive announcement of changes in equity
Ally bridge flagship LX (HK) Limited, the former shareholder holding more than 5% of the company's shares, 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. After this equity change, ally bridge flagship LX (HK) Limited (hereinafter referred to as "ally bridge") holds a total of 73184395 shares of Luoxin Pharmaceuticals Group Stock Co.Ltd(002793) (hereinafter referred to as "the company" and "listed company"), accounting for 4999995% of the total share capital of the company. The shareholding ratio has decreased to less than 5% of the total share capital of the company, and is no longer a shareholder holding more than 5% of the company.
2. This equity change belongs to share reduction, does not touch the tender offer, and will not lead to changes in the controlling shareholder and actual controller of the company.
Recently, the company received the short form equity change report issued by the shareholder ally bridge and learned that it transferred its 3087600 shares of the company (accounting for 0210946% of the total share capital of the company) through block trading on May 20, 2022. After this equity change, allybridge's shareholding ratio decreased from 5210942% to 4999995%, and it is no longer a shareholder holding more than 5% of the company's shares. The relevant information is hereby announced as follows: I. Basic information of this equity change
1. Overview of shareholding changes
On January 3, 2020, the company disclosed the report on major asset replacement and issuance of shares to purchase assets and related party transactions (Revised). According to relevant agreements, after the completion of the overall transaction scheme of major asset replacement, share transfer and issuance of shares to purchase assets, ally bridge holds 76271995 shares of the listed company, accounting for 5318300% of the total 143412507 shares of the listed company.
On April 7, 2020, the company disclosed the announcement on the implementation of major asset replacement and issuance of shares to purchase assets and related party transactions and listing of new shares. Calculated according to the total share capital of the listed company on March 24, 2020, the total number of shares of the company increased to 1445985238 after the registration and listing of new shares of the company's major asset restructuring, and ally bridge held 76271995 shares of the listed company, The shareholding ratio is 5274742%.
On November 3, 2020, the company's convertible bond "Dongyin convertible bond" stopped converting shares and was fully redeemed. The total number of shares of the company increased to 1458922600. Ally bridge held 76271995 shares of listed companies, the number of shares remained unchanged, and the shareholding ratio was passively diluted to 5227967%.
On November 18, 2020, the company's equity incentive plan granted 830000 restricted shares for the first time, and the total number of shares of the company increased to 1467222600. Ally bridge held 76271995 shares of the listed company, the number of shares remained unchanged, and the shareholding ratio was passively diluted to 5198393%.
On August 16, 2021, the company's equity incentive plan granted restricted shares for the first time. 3266680 shares were repurchased and cancelled due to the failure of the company's performance to meet the assessment requirements and the resignation of some incentive objects. The total number of shares of the company was reduced to 1463955920. Ally bridge held 76271995 shares of listed companies, the number of shares remained unchanged, and the shareholding ratio increased passively to 5209993%.
On December 30, 2021, the company's equity incentive plan granted restricted shares for the first time. Due to the resignation of some incentive objects, 266665 shares were repurchased and cancelled, and the total number of shares of the company was reduced to 1463689255. Ally bridge held 76271995 shares of listed companies, the number of shares remained unchanged, and the proportion of shares passively increased to 5210942%.
On March 3, 2022 and March 25, 2022, the company held the 19th meeting of the Fourth Board of directors and the 2021 annual general meeting of shareholders respectively, deliberated and adopted the proposal on terminating the implementation of the 2020 stock option and restricted stock incentive plan and canceling stock options and repurchasing and canceling restricted shares. The company terminated 4766655 restricted shares involved in the equity incentive plan, At present, relevant repurchase cancellation procedures are being handled. After the repurchase and cancellation of restricted shares under equity incentive, the total number of shares of the company will be reduced to 1458922600. If the number of shares of listed companies held by ally bridge remains unchanged, the shareholding ratio will increase passively.
2. Changes in equity this time
The reduction of ally bridge's holdings is implemented by block trading through the securities trading system of Shenzhen Stock Exchange. The shares of tradable shares with unlimited sales conditions are from non-public offering. The reduction price is 7.91 yuan / share, and the reduction proportion is 0210946%. After the reduction, the shareholding proportion is less than 5% for the first time. The specific reduction is as follows:
Shareholder name reduction method reduction time reduction price reduction number of shares reduction proportion
(yuan / share) (share) (%)
Ally Bridge
Flagship block trading on May 20, 2022 7.91308760 Shaanxi Xinghua Chemistry Co.Ltd(002109) 46
LX(HK) Limited
3. Shareholding before and after this equity change
Shares held before this reduction and shares held after this reduction
Name of shareholder nature of shares number of shares in total shares number of shares in total shares
(share) principal ratio (share) principal ratio
（%） （%）
Total shares held 762719955210942731843954999995
Ally Bridge
Flagship, including: shares with unlimited sales conditions 215126131469753184250131258806
LX(HK)Limited
Shares with limited sales conditions 547593823741189547593823741189
2、 Other relevant instructions
1. This equity change complies with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and other laws, regulations and normative documents.
2. The shareholders of this reduction are not the controlling shareholders and actual controllers of the company. The implementation of this reduction plan will not lead to the change of the company's control and will not have an impact on the company's governance structure and sustainable operation.
3. The source of the shares reduced by shareholders this time is the non-public offering of the company. This reduction is in strict accordance with its report on major asset replacement and issuance of shares to purchase assets and related party transactions (Revised Version) Commitments made in the implementation of major asset replacement and issuance of shares to purchase assets and related party transactions and listing announcement of new shares: (1) if I / the company / the enterprise obtains the shares issued by the listed company in this reorganization, If I / the company / the enterprise has continuously owned the Luoxin Pharmaceuticals Group Stock Co.Ltd(002793) shares (hereinafter referred to as the "subject shares") used to subscribe for the shares issued by the listed company in this reorganization for more than 12 months, the newly issued shares of the listed company obtained by subscribing for the subject shares with a continuous ownership period of more than 12 months shall be registered in the securities account of I / the company / the enterprise within 24 months, I / the company / the enterprise will not transfer in any way, including but not limited to public transfer through the securities market or by agreement, nor entrust others to manage the above shares.
(2) Within 6 months after the completion of this reorganization, if the closing price of the shares of the listed company is lower than the issue price for 20 consecutive trading days, or the closing price is lower than the issue price at the end of 6 months after the completion of this reorganization, The lock up period of the above shares (including the shares of the listed company acquired by me / the company / the enterprise and the newly issued shares, the same below) will be automatically extended for at least 6 months (if the listed company has ex dividend matters such as dividend distribution, share bonus, conversion of share capital or allotment of shares during the above period, the issue price of the shares in the above reorganization will be calculated based on the price adjusted by ex dividend, ex right and other factors).
(3) At the expiration of the above lock-in period, if I / the company / the enterprise has not fulfilled the performance compensation obligations under the profit forecast compensation agreement and its supplementary agreement (if any), the newly issued shares of the listed company obtained by me / the company / the enterprise through this reorganization will be unlocked by stages with reference to the agreement on major asset replacement and issuance of shares to purchase assets and relevant supplementary agreements, The specific unlocking formula by stages is as follows: the number of shares unlocked by one party = (the total amount of non attributable net profit deducted from the commitment corresponding to the accounting year in which the profit compensation obligation has been fulfilled / the total amount of non attributable net profit deducted from the commitment accumulated in each year in the performance commitment period) the total number of shares obtained by the party in this issuance - the number of shares compensated by the party in order to fulfill the profit compensation obligation (if any).
(4) During the lock-in period of the above shares, the lock-in period of the shares increased due to the reasons of the listed company's share offering and conversion of share capital shall be the same as the above shares.
(5) If the aforesaid commitment on the lock-in period of the shares of the listed company obtained in this restructuring is inconsistent with the latest regulatory opinions of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), it will be adjusted accordingly in accordance with the regulatory opinions of the CSRC.
(6) In case of violation of the above statements and commitments, I / the company / the enterprise is willing to bear corresponding legal liabilities. 4. The equity change report disclosed by the information disclosure obligor of this equity change is detailed in the simplified equity change report disclosed by the company on cninfo.com on the same day.
3、 Documents for future reference
1. The short form equity change report issued by ally bridge flagship LX (HK) Limited is hereby announced.
Luoxin Pharmaceuticals Group Stock Co.Ltd(002793) board of directors may 22, 2022
