Huatai United Securities Co., Ltd
About Beijing Aosaikang Pharmaceutical Co.Ltd(002755)
Verification opinions on the listing and circulation of some restricted shares
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or "independent financial consultant") is an independent financial consultant for Beijing Dongfang Xinxing Petrochemical Engineering Co., Ltd. (now renamed as Beijing Aosaikang Pharmaceutical Co.Ltd(002755) , hereinafter referred to as " Beijing Aosaikang Pharmaceutical Co.Ltd(002755) ", "listed company" or "company") on major asset replacement, issuance of shares, purchase of assets and related party transactions, In accordance with the measures for the administration of major asset restructuring of listed companies and the measures for the administration of financial advisory business for mergers and acquisitions of listed companies, the listing and circulation of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) part of the restricted shares has been carefully and dutifully verified, and the verification opinions are issued. The specific verification conditions are as follows:
1、 Basic information on the acquisition of shares whose sales restrictions are lifted this time
According to the reply on Approving the major asset restructuring of Beijing Dongfang Xinxing Petrochemical Engineering Co., Ltd. and issuing shares to Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Investment Management Co., Ltd. to purchase assets (zjxk [2018] No. 2148) issued by China Securities Regulatory Commission, Beijing Dongfang Xinxing Petrochemical Engineering Co., Ltd. (hereinafter referred to as "Dongfang Xinxing") is approved to issue 317470588 shares to Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Investment Management Co., Ltd., 143617647 shares to Jiangsu Suyang Investment Industry Co., Ltd., 143617647 shares to Zhongyi Weiye Holding Co., Ltd., 113382352 shares to Weirui Development Co., Ltd Issue 37794117 shares to Nanjing Haiji Investment Management Co., Ltd. to purchase relevant assets.
On January 22, 2019, the new shares of the company in this transaction were listed on Shenzhen Stock Exchange (hereinafter referred to as "Shenzhen Stock Exchange"), and the company's share capital increased from 172278000 shares to 928160351 shares.
The application for lifting the restricted shares is the restricted shares issued to Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Investment Management Co., Ltd., Zhongyi Weiye Holding Co., Ltd. and Weirui Development Co., Ltd. when the company issues shares. The details are as follows:
Serial No. issuing object number of shares issued (shares) number of restricted shares (shares) restricted period
Serial No. issuing object number of shares issued (shares) number of restricted shares (shares) restricted period
1 Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) investment management 317470588 36 months
Li Co., Ltd
2 billion Albert Holdings Limited 143617647 36 months
company
3 Weirui Development Co., Ltd. 113382352 113382352 36 months
department
Total 574470587 574470587
2、 Implementation of commitments by shareholders applying for lifting share restrictions
(I) in the purchase of assets by issuing shares, the commitments of Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Investment Management Co., Ltd., Zhongyi Weiye Holding Co., Ltd. and Weirui Development Co., Ltd. are as follows:
Commitment type of commitment party commitment event commitment period
1. New issues of listed companies obtained by the company through this restructuring
The company shall not hold any post within 36 months from the date of listing of such shares
How to transfer, including but not limited to through the securities market
It shall not be transferred or transferred by agreement, nor shall it be entrusted to others for management
The above shares. 2. Within 6 months after the completion of this restructuring, as above
The closing price of the company's shares in the city was lower than the issue price for 20 consecutive trading days
Or the closing price at the end of 6 months after the completion of this restructuring is lower than the offering price
The above-mentioned shares (including the listed company acquired through the transfer of the company)
The lock up period of shares and newly issued shares of Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) company (the same below) shall be automatically extended
The investment management lasts for at least 6 months (if the listed company pays dividends and sends them to the limited company on January 22, 2019; wairui shares are restricted, converted into share capital or allotted shares and other ex right and ex interest matters, the public sale commitment of Development Co., Ltd. from the above date to January 21, 2022 is that the issue price will be adjusted by ex interest, ex right and other factors
Division calculation). 3. When the above lock-in period expires, if the company
Performance compensation under profit forecast compensation agreement and its supplementary agreement
If the obligations have not been fulfilled, the above lock-in period will be extended to compensation
The date on which the performance of the contract is completed. 4. During the above share lock up period, due to
Shares increased by listed companies for reasons such as share distribution and conversion to share capital,
The lock up period of these shares is the same as the above shares. 5. As mentioned above
Commitment for lock up period of shares of listed companies obtained in this restructuring
If it is inconsistent with the latest regulatory opinions of the CSRC, it will be subject to
The regulatory opinions of the CSRC shall be adjusted accordingly. 6. In case of violation of the above
The company is willing to bear corresponding legal liabilities for the above statements and commitments.
1. New issues of listed companies obtained by the company through this restructuring
Within 36 months from the date of listing of such shares, Zhongyi Weiye Holding Limited shares will not be transferred by any means of the sales commitment of 22 shares limited company on January 2019, including but not limited to transfer through the public day of the securities market to January 2022 or by agreement, nor will it entrust others to manage January 21
The above shares.
2. Within 6 months after the completion of this restructuring, as above
Commitment type of commitment party commitment event commitment period
The closing price of the company's shares in the city was lower than the issue price for 20 consecutive trading days
Or the closing price at the end of 6 months after the completion of this restructuring is lower than the offering price
The above-mentioned shares (including the listed company acquired through the transfer of the company)
The lock up period of the company's shares and newly issued shares (the same below) shall be automatically extended
For at least 6 months (if the listed company pays dividends or sends dividends during the above-mentioned period)
In case of ex rights and ex dividend matters such as shares, conversion of share capital or allotment of shares, the foregoing shall apply
The issue price is adjusted by ex dividend, ex right and other factors
Calculation). 3. When the above lock-in period expires, if the company
Performance compensation under profit forecast compensation agreement and its supplementary agreement
If the obligations have not been fulfilled, the company's gains from this restructuring
The newly issued shares of the listed company obtained shall refer to the major asset replacement
And the agreement on the purchase of assets by issuing shares and relevant supplementary agreements
Unlock. 4. During the above share lock-in period, due to the fact that the listed company sends
Shares increased due to share, conversion to share capital, etc
The lock up period is the same as the above shares. 5. As mentioned above, with regard to this reorganization
Lock up period commitment of shares of listed companies obtained in and China Securities
If the latest regulatory opinions of the regulatory commission are inconsistent, the
The regulatory opinions of the CSRC shall be adjusted accordingly. 6. In case of violation
The company is willing to bear corresponding legal liabilities for the above statements and commitments
Ren.
(II) performance of commitments during share lock up period
As of the date of issuance of this verification opinion, the above commitment parties have strictly fulfilled their commitments. The newly issued shares of the listed company obtained by the commitment party through this restructuring have not been transferred in any way or entrusted to others to manage the above shares within 36 months from the date of listing of such shares. Within 6 months after the completion of this restructuring, the closing price of the shares of the listed company was not lower than the issue price for 20 consecutive trading days, nor was the closing price lower than the issue price at the end of 6 months. When the lock-in period expires, Jiangsu Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Pharmaceutical Co., Ltd., the subject of the transaction, completes the performance commitment, and the commitment party does not need to perform the performance compensation obligation. During the share lock-in period, the listed company does not increase its shares due to share distribution, conversion to share capital and other reasons.
(III) the holders of restricted shares applying for the listing and circulation of restricted shares do not occupy the company's non operating funds, the company's illegal guarantee to the shareholder, and the holders of restricted shares do not buy or sell the company's shares in violation of regulations. The holders of restricted shares applying for the listing and circulation of restricted shares have submitted commitment documents to know and strictly abide by the securities law, the administrative measures for the acquisition of listed companies and the relevant business rules of Shenzhen Stock Exchange.
3、 The listing and circulation arrangement of restricted shares
1. The listing and circulation time of the restricted shares is January 25, 2022;
2. The number of restricted shares lifted this time is 574470587, accounting for 61.8935% of the total share capital of the company; 3. The shareholders applying for lifting the share restriction are Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Investment Management Co., Ltd., Zhongyi Weiye Holding Co., Ltd. and Weirui Development Co., Ltd;
4. The details of the lifting of restrictions on sale and listing and circulation of shares are as follows:
No. number of shares held by the holders of restricted shares (shares) the share capital of this release of restricted shares accounts for the proportion of the name number (shares) of the company's total share capital
1 Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) investment management 317470588 34.2043% Management Co., Ltd
Zhongyi Weiye Holding Co., Ltd. 143617647 15.4734%
3. Weirui Development Co., Ltd. 113382352 113382352 12.2158% company
Total 574470587 61.8935%
4、 The impact of the application for lifting the restriction on the company's share capital structure the impact of the application for lifting the restriction on the company's share capital structure is as follows:
Before and after the sales restriction is lifted this time
Current change of the project
Quantity (share) proportion quantity (share) proportion
1、 Shares with limited sales of 61.8942% - 574470587 7050 0.0008% of 574477637
2、 Unlimited sale of 353682714 38.1058% 574470587 928153301 99.9992% shares
Total 928160351 100% - 928160351 100%
5、 Independent financial advisor audit
