Securities code: 002755 securities abbreviation: Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Announcement No.: 2022-015 Beijing Aosaikang Pharmaceutical Co.Ltd(002755)
Suggestive announcement on the listing and circulation of some restricted shares
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. The number of restricted shares released this time is 574470587, accounting for 61.8935% of the total share capital of the company;
2. The listing and circulation date of restricted shares is January 25, 2022.
1、 Basic information on the acquisition of shares whose sales restrictions are lifted this time
On December 25, 2018, Beijing Dongfang Xinxing Petrochemical Engineering Co., Ltd. (hereinafter referred to as "Dongfang Xinxing") has received 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 issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC") (zjxk [2018] No. 2148) approved Dongfang Xinxing 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. For details, please refer to the company's announcement on securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on January 18, 2019 The implementation of major asset replacement and issuance of shares to purchase assets and related party transactions and the announcement on the listing of new shares disclosed on the.
When applying for the release of restricted shares for the issuance of shares by the company, apply to Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Investment Management Co., Ltd
Restricted shares issued by Zhongyi Weiye Holding Co., Ltd. and Weirui Development Co., Ltd. are as follows:
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 Co., Ltd. 317470588 36 months
2 billion Albert Holdings Limited 143617647 36 months
3 Weirui Development Co., Ltd. 113382352 113382352 36 months
Total 574470587 574470587-
2、 Commitments and performance made by the holders of tradable restricted shares this time
(I) Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) Investment Management Co., Ltd
The commitments of Zhongyi Weiye Holding Co., Ltd. and Weirui Development Co., Ltd. are as follows:
Commitment type of commitment party commitment matters commitment period performance of commitment
1. Newly issued shares of listed companies obtained by the company through this restructuring
Shares shall not be entered in any way within 36 months from the date of listing of such shares
Bank transfer, including but not limited to public transfer through the securities market or through negotiation
Transfer by negotiation and do not entrust others to manage the above shares. 2. In this
Within 6 months after the completion of the reorganization, if the shares of the listed company have been traded for 20 consecutive times
The closing price on the day is lower than the issue price, or within 6 months after the completion of this restructuring
If the final closing price is lower than the issue price, the above shares (including the transferee of the company) shall be obtained
The lock up period of shares of listed companies and newly issued shares in Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) is automatic
The investment management shall be extended for at least 6 months (if the listed company pays dividends and shares during the above-mentioned period, in January 2019)
Limited company; In case of ex rights and ex dividend matters such as restricted sale of Weirui shares to increase share capital or allotment of shares, the aforesaid issuance price will strictly fulfill the commitment of Development Co., Ltd. from 22nd to 2022 (calculated at the price adjusted by ex rights and ex dividend factors). 3. On January 21 of the above year
When the company lock period expires, if the company in the profit forecast compensation agreement and
The performance compensation obligation under the supplementary agreement has not been fulfilled, and the above is locked
The compensation period will be postponed to the date when the compensation obligation is fulfilled. 4. In the above share lock
During the regular period, the increase is due to the reasons such as share distribution and conversion of listed companies to share capital
Shares with the same lock up period as the above shares. 5. As mentioned above
Lock up period and commitment on the shares of the listed company obtained in this restructuring
If the latest regulatory opinions of the CSRC are inconsistent, they will be handled according to the CSRC
The regulatory opinions of the company shall be adjusted accordingly.
6. In case of violation of the above statements and commitments,
The company is willing to bear corresponding legal liabilities.
1. Newly issued shares of listed companies obtained by the company through this restructuring
Shares, which will not enter January 2019 in any way within 36 months from the date of listing of these shares
The transfer of Zhongyi Weiye holding shares by the restricted bank includes but is not limited to the public transfer through the securities market or the transfer through the negotiation of strictly fulfilling the commitments of the Company Limited from September 22 to 2022, and does not entrust others to manage the above shares. 2. On January 21 of this year
Within 6 months after the completion of the reorganization, if the shares of the listed company have been traded for 20 consecutive times
The closing price on the day is lower than the issue price, or within 6 months after the completion of this restructuring
If the final closing price is lower than the issue price, the above shares (including the transferee of the company) shall be obtained
The lock-in period of the shares of the listed company and the newly issued shares (the same below) shall be automatic
Extend at least 6 months (if the listed company pays dividends, gives shares
In case of ex rights and ex dividend matters such as conversion of share capital or allotment of shares, the above-mentioned issue price shall be
Calculated at the price adjusted by ex dividend, ex right and other factors). 3. Above
When the lock-in period expires, if the company
If the performance compensation obligation under the supplementary agreement has not been fulfilled, the company
The newly issued shares of the listed company obtained through this restructuring shall refer to
Agreement on replacement of large assets and purchase of assets by issuing shares and relevant supplementary agreements
Unlock by stages. 4. During the above share lock-in period, due to the fact that the listed company sends
The lock-in period of shares increased due to the conversion of shares, capital stock, etc
Same as the above shares. 5. As mentioned above, the above information obtained in this reorganization
Commitment of lock up period of shares of municipal companies and China Securities Regulatory Commission
In accordance with the latest regulatory opinions of the CSRC
Adjust accordingly. 6. In case of violation of the above statements and commitments, the company is willing to
They are willing to bear corresponding legal liabilities.
Profit forecast compensation: the counterparty promises that after the implementation of this transaction, Austria
Saikang pharmaceutical has achieved the following goals in 2018, 2019 and 2020
After deducting non recurring profits and losses, the consolidated statements belong to the parent company
Their net profits shall not be less than 630.7 million yuan and 687.62 million yuan respectively
Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) yuan, 742.46 million yuan. Counterparty's commitment, from profit forecast supplement
From the effective date of the investment management compensation agreement, the counterparty's commitment to the agreement shall be deducted
Limited company; Weirui's performance commitment belongs to the parent company, and the realization of net profit shall be guaranteed. If the performance commitment period ends on January 1, 2018
Development Co., Ltd. and compensation security have accumulated and actually realized at the end of the current period after deducting non recurring profits and losses, and the vesting date will be completed in 2020; The net profit of Zhongyi Weiye ranked among the shareholders of the parent company (hereinafter referred to as "accumulated actual deduction" does not belong to the parent company as of December 31
The net profit of holding limited company \\ ") is less than the accumulated commitment deduction of non attributable net profit by the end of the current period,
The counterparty shall perform the compensation obligations in accordance with the agreement. Performance promisor
According to the profit forecast compensation agreement and its supplementary agreement
The company undertakes performance compensation obligations and impairment compensation obligations in accordance with Nanjing Olympic Games
Saikang, Suyang investment, Zhongyi Weiye, Weirui development and Haiji investment
The proportion of equity of Beijing Aosaikang Pharmaceutical Co.Ltd(002755) pharmaceutical originally held shall be undertaken respectively, and the performance promisor shall
They shall not be jointly and severally liable to each other.
Letter of commitment on pledging the share arrangement of this exchange during the lock-in period:
As of the date of issuance of this commitment, the company has not implemented stock pledge within the lock-in period
Nanjing Beijing Aosaikang Pharmaceutical Co.Ltd(002755) defines the plan and arrangement. After the completion of this transaction, if the company is in the lock-in period
If the investment management has internal pledge, and it obtains shares through this exchange, the following principles and procedures shall be followed:
Limited company; Specific operation of Weirui method: during the performance commitment period of this transaction, the performance commitment period of the listed company shall be
Other certified public accountants with securities business qualification engaged by Development Co., Ltd. will be responsible for the compensation after the Beijing Aosaikang Pharmaceutical Co.Ltd(002755) drug period; The company can only complete the net profit realized by Zhongyi Weiye in each phase after issuing a special audit report
Holding Co., Ltd. hereby determines from the issuance date of the current special audit report to the next special audit report
The number of shares that can be pledged during the issuance date of the company's report is as follows:
The company's cumulative number of shares available for pledge = (cumulative as of the end of the current period)
Commitment to deduct net profit not attributable to parent company / cumulative commitment of each year during performance commitment period
Total net profit attributable to the parent) * total number of shares obtained by the company in this issuance-
In order to fulfill the obligation of profit compensation, the company has accumulated compensated and reimbursable shares
The number of shares is within the share lock-in period, and the company's shares are given out or converted into shares due to listed companies
Shares (if any) increased due to these reasons, which are related to
The shares obtained in the transaction shall jointly implement the above arrangements.
Statements and commitments on regulating and reducing related party transactions: I. in this review
After the group is completed, this
