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Jilin Zixin Pharmaceutical Co., Ltd. Announcement on the signing of a conditional subscription contract with a specific target

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The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
 
  I. Overview of this non-public offering of shares
 
Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as “the company”) intends to issue no more than 158,730,154 RMB ordinary shares (hereinafter referred to as “this non-public issuance”) to a specific target by means of non-public issuance. The amount of funds raised shall not exceed 200 million yuan. The number of issuers and subscriptions: Shanghai Red Cherry Asset Management Co., Ltd. subscribes for 31,746,031 shares; Beijing Fude Yubang Investment Center (Limited Partnership) subscribes for 31,746,031 shares; Foshan Science and Technology Incubation Partnership (Limited Partnership) subscribes for 15,873,015 Ms. Zhong Guilan subscribed for 31,746,031 shares; Ms. Li Ziying subscribed for 31,746,031 shares; Ms. Guo Hua subscribed for 15,873,015 shares. All are subscribed in cash.
 
 
 
Second, the basic situation of this non-public offering object
 
(1) Ms. Zhong Guilan
 
1, the basic situation
 
Ms. Zhong Guilan: Chinese nationality, born in 1949, currently living in the Democratic Street of Dunhua City, Jilin Province. She has served as a director of Dunhua Kangping Investment Co., Ltd. in the past five years and has not held any positions.
 
2. Other situations that need to be explained
 
As of the announcement date of this plan, Ms. Zhong Guilan holds 34.84% of the shares of Dunhua Kangping Investment Co., Ltd. and 3.24% of the shares of Chengdu Tianbao Heavy Equipment Co., Ltd.; in addition, Ms. Zhong Guilan does not hold shares in other companies. And did not control other companies.
 
In the past five years, Ms. Zhong Guilan has not received administrative penalties (except for those not clearly related to the securities market), criminal penalties, and has not involved major civil litigation or arbitration related to economic disputes.
 
(2) Hong Ying Assets
 
1, the basic situation
 
name:
 
Shanghai Hong Ying Asset Management Co., Ltd.
 
residence:
 
No. 323, Guoding Road, Yangpu District, Shanghai
 
Legal representative:
 
Wang Wendi
 
Registered capital:
 
RMB 10 million
 
Business Scope:
 
Asset management, investment consulting, financial consulting (may not engage in agency accounting)
 
2. The structure chart of the company's equity control relationship
 
The shareholding structure of Shanghai Hong Ying Asset Management Co., Ltd. is as 
3. Main business situation
 
Hong Ying Assets is a financial institution mainly engaged in mergers and acquisitions, private equity investment and investment banking, and conducts business management of private equity investment business and investment business funds.
 
4. Summary financial statements for the most recent year
 
The main financial data and financial indicators of Hong Ying Assets in 2013 are shown in the following table (the relevant data has not been audited):
 

unit: yuan

project

December 31, 2013

project

the year of 2013

Total assets

10,547,978.33

Operating income

2,074,116.51

total liability

1,065,444.82

operating profit

-103,747.05

Total owner's equity

9,482,533.51

Net profit

-103,747.05

5. The issuer and its directors, supervisors and senior management personnel have been subjected to administrative penalties (except for those not clearly related to the securities market), criminal penalties or major civil litigation or arbitration related to economic disputes in the past 5 years.
 
Hong Ying Assets and its directors, supervisors, and senior management personnel (or principal responsible persons) have not received administrative penalties (except for those not clearly related to the securities market) and criminal penalties in the past five years, nor have they involved major civil litigation related to economic disputes or arbitration.
 
6. The competition in the same industry after the completion of this issue
 
This non-public offering will not lead to horizontal competition or potential horizontal competition between the company and its controlling shareholders and actual controllers in terms of business operations.
 
7. Significant transactions between the issuer and its controlling shareholder, actual controller and the company within 24 months prior to the disclosure of the plan
 
There were no major transactions between Hongying Assets and its controlling shareholders, actual controllers and the company within 24 months prior to the disclosure of this plan.
 
(3) Fu Shan State
 
1, the basic situation
 
name:
 
Beijing Fuyubang Investment Center (Limited Partnership)
 
Registration:
 
B1054, 1st Floor, Building 6, No. 67, South Third Ring Road, Fengtai District, Beijing
 
Type of company:
 
Limited partnership
 
Executive partner:
 
Hu Yan
 
Total investment:
 
RMB 10 million
 
2. The structure chart of the company's equity control relationship
 
The shareholding structure of Beijing Fuyubang Investment Center (Limited Partnership) is as follows:
 
3. Main business situation
 
Beijing Fuyubang Investment Center is an investment fund management company mainly engaged in investment consulting business.
 
4. Summary financial statements for the most recent year
 
Beijing Fuyubang Investment Center was established on May 7, 2014, so there is no 2013 annual financial statement.
 
5. Beijing Fude Shubang Investment Center and its executive partners have been punished for the past five years.
 
Beijing Fuyubang Investment Center and its executive partners have not received administrative penalties (except for those not clearly related to the securities market) and criminal penalties in the past five years, nor have they involved major civil litigation or arbitration related to economic disputes.
 
6. The competition in the same industry after the completion of this issue
 
Beijing Fuyubang Investment Center and its executive partners and actual controllers do not have horizontal competition or potential horizontal competition. Beijing Fuyubang Investment Center and its executive partners and actual controllers are not related parties of the Company and have not had any connected transactions with the company. This issue will not result in new connected transactions between Beijing Fude Shan State Investment Center and the Company.
 
7. Significant transactions between the issuer and its executive partners, actual controllers and the company within 24 months prior to the disclosure of the plan
 
There is no major transaction between Beijing Fude Shubang Investment Center and its executive partners, actual controllers and the company within 24 months prior to the disclosure of this plan.
 
(4) Foshan Technology Incubation
 
1, the basic situation
 
name:
 
Foshan Science and Technology Incubation Partnership (Limited Partnership)
 
residence:
 
Room 12, 4th Floor, No. 61 North of Nanhai Avenue, Guicheng, Nanhai District, Foshan City
 
Type of company:
 
Limited partnership
 
Executive Partner Representative:
 
Zhang Mengyou
 
Total investment:
 
RMB 2.0001 billion
 
Business Scope:
 
Venture capital business; agent of other venture capital enterprises and other institutions or individuals' venture capital business; venture capital consulting business; provide entrepreneurial management services for start-up enterprises; participate in the establishment of venture capital enterprises and venture capital management consulting agencies
 
2. The structure chart of the company's equity control relationship
 
The shareholding structure of Foshan Science and Technology Incubation Partnership (Limited Partnership) is as follows:
 
3. Main business situation
 
Foshan Science and Technology Incubation Partnership (Limited Partnership) is a focus on consumer goods, services, medical health, energy conservation and environmental protection, Internet and information technology, high technology, education, media, modern agriculture, etc., mainly engaged in mergers and acquisitions, private equity investment and A financial institution that invests in banking, and conducts business management operations such as private equity investment business and investment funds.
 
4. Summary financial statements for the most recent year
 
The main financial data and financial indicators of Foshan Technology Incubation in 2013 are shown in the following table (the relevant data has not been audited):
 

unit: yuan

project

December 31, 2013

project

the year of 2013

Total assets

23,041.85

Operating income

-

total liability

549,161.62

operating profit

-

Total owner's equity

-526,119.77

Net profit

-295,818.31

 
5. Foshan Science and Technology Incubation and its executive partners have been punished for the past five years.
 
Foshan Technology Incubation and its executive partners have not received administrative penalties (except for those not explicitly related to the securities market) and criminal penalties in the past five years, nor have they involved major civil litigation or arbitration related to economic disputes.
 
6. The competition in the same industry after the completion of this issue
 
This non-public offering will not lead to the company's business competition with Foshan Technology Incubation and its controlling shareholders and actual controllers to create horizontal competition or potential peer competition.
 
7. Significant transactions between the issuer and its executive partners, actual controllers and the company within 24 months prior to the disclosure of the plan
 
There is no major transaction between Foshan Technology Incubation and its executive partners, actual controllers and the company within 24 months prior to the disclosure of this issuance plan.
 
(5) Ms. Guo Hua
 
1, the basic situation
 
Ms. Guo Hua: Chinese nationality, born in 1970, currently living in Jinxiu Road, Shanghai, and currently does not hold any positions.
 
2. Other situations that need to be explained
 
As of the announcement date of this plan, Ms. Guo Hua holds a 50% stake in Shanghai Langning Trading Co., Ltd., whose main business is non-ferrous metal trading; in addition, Ms. Guo Hua does not hold equity in other companies, nor Control other businesses.
 
In the past five years, Ms. Guo Hua has not received administrative penalties (except for those not clearly related to the securities market), criminal penalties, and has not involved major civil litigation or arbitration related to economic disputes.
 
(6) Ms. Li Ziying
 
1, the basic situation
 
Ms. Li Ziying: Chinese nationality, born in 1943, currently resides in Chang'an Garden, Futian District, Shenzhen City, Guangdong Province. The main positions held in the last five years are the chairman of Shenzhen Yaoshi Ronghua Investment Co., Ltd. and the director of Shenzhen Guohong Asset Management Co., Ltd.
 
2. Other situations that need to be explained
 
As of the announcement date of this plan, Ms. Li Ziying holds 51.12% of the equity of Shenzhen Yaoshi Ronghua Investment Co., Ltd. and 75% of the equity of Shenzhen Guohong Asset Management Co., Ltd., the main business of Shenzhen Yaoshi Ronghua Investment Co., Ltd. is investment consulting. And asset management, Shenzhen Guohong Asset Management Co., Ltd.'s main business is entrusted asset management, investment consulting, etc.; in addition, Ms. Li Ziying does not hold equity of other companies, nor does it control other companies.
 
In the past five years, Ms. Li Ziying has not received administrative penalties (except for those not clearly related to the securities market), criminal penalties, and has not involved major civil litigation or arbitration related to economic disputes.
 
 
 
3. Main contents of the share subscription contract with conditions
 
(1) The subject of the contract
 
Party A (issuer): Jilin Zixin Pharmaceutical Co., Ltd.
 
Party B (subscriber): each subscription target
 
(2) Subscription amount
 
The amount of non-public issuance of RMB ordinary shares (A shares) by Zixin Pharmaceutical in 2014 was: Shanghai Hongying Asset Management Co., Ltd. 400 million yuan; Beijing Fude Shan State Investment Center (limited partnership) 400 million Yuan; Foshan Science and Technology Incubation Partnership (Limited Partnership) 200 million yuan; Ms. Zhong Guilan 400 million yuan; Ms. Li Ziying 400 million yuan; Ms. Guo Hua 200 million yuan. The final subscription amount of the Subscriber shall be subject to the final approval of the Authority, and such shares shall not be accompanied by any other rights. If the amount finally approved by the authority is less than the amount that the issuer applies for, the amount finally approved by the authority will prevail.
 
(3) Subscription price, subscription quantity and subscription method
 
1. Subscription price
 
The issue price of the issuer's newly issued shares per share is not less than the issuance of the listing on the Shenzhen Stock Exchange for the first 20 trading days prior to the announcement of the first board resolution (the “issuance pricing benchmark date”) for which the board of directors approved the non-public offering of funds. The average price of a person's stock trading is 90%, that is, not less than 12.60 yuan/share, and the issue price is determined to be 12.60 yuan/share.
 
If the issuer distributes dividends, bonus shares, capital reserve, share capital or allotment, etc. during the period from the pricing base date to the payment date, the above price per share shall be based on the currently valid Shenzhen Stock Exchange. The “exemption (interest) reference price” determined by the calculation formula specified in Article 4.4.2 of the Trading Rules (revised in 2013) is adjusted accordingly.
 
2. Subscription quantity
 
The number of subscribed shares of the Subscriber is determined by dividing the total subscription amount of the Subscriber by the price per share (the number of shares subscribed = total subscription amount / price per share); the number of subscribed shares is accurate to one place, and the number after the decimal point is ignored. If the issuer deletes the rights during the current pricing base date to the payment date, the issuer's current non-public offering amount and the number of subscriber subscriptions will be adjusted accordingly.
 
3. Subscription method
 
The Subscriber shall subscribe the issuer's non-public offering of shares in the form of RMB cash.
 
(4) Locking period
 
The Subscriber undertakes not to transfer the subscribed shares within thirty-six (36) months from the date of the listing of the shares of the non-public offering of shares.
 
(5) Payment of share subscription funds
 
After the contract becomes effective, the issuer shall issue a non-public share payment notice to the subscriber. The Subscriber shall, in accordance with the requirements of the payment notice, transfer the total amount of the subscription price of the shares to the issuer's sponsor institution (the lead underwriter) for the issuer's bank account designated for this non-public offering (the issuer is not publicly issued). Accounts receivable).
 
(6) Liability for breach of contract
 
1. After the signing of this contract, except for force majeure, either party fails to perform or fails to perform any of its obligations under this contract in a timely manner, or violates any representations or warranties made under this contract. In case of default, the breach of contract shall be paid to the observant party in accordance with 5% of the amount involved in the breach of contract; if the observant party loses, the defaulting party shall be liable for compensation.
 
2. If the subscriber fails to perform the obligations and responsibilities of the subscription of the shares as agreed in this contract, the issuer's performance bond and its interest will not be refunded to the subscriber and may be offset against the equivalent liquidated damages; This contract stipulates that the performance obligation shall be fulfilled and the principal and interest of the performance bond delivered shall be returned to the subscriber in full.
 
3. If the non-public offering of shares as stipulated in this contract is not obtained (1) the issuer's board of directors approves; (2) the issuer's general meeting of shareholders approves; (3) the approval of the China Securities Regulatory Commission does not constitute an issuer's default. The issuer must return all the deposits paid by the subscriber to the subscriber.
 
4. Any party's failure to perform or partially fail to perform its obligations due to force majeure will not be considered a breach of contract, but all necessary remedies shall be taken to prevent the loss from expanding if conditions permit. A party affected or impeded by force majeure shall notify the other party in writing of the circumstances of the incident as soon as possible within a reasonable time, and submit to the other party within 15 days after the incident the reasons for the inability to perform or partially fail to perform this contractual obligation and the need for extension of performance. Report. If the force majeure event lasts for more than 30 days, one party has the right to terminate this contract by written notice.
 
(7) Conditions for the entry into force of the contract
 
This contract shall be established after the seal of both Party A and Party B and signed by its legal representative or authorized representative, and shall take effect on the date on which all of the following conditions are met:
 
1. The issue has been reviewed and approved by the issuer's board of directors;
 
2. The issue has been reviewed and approved by the issuer's shareholders meeting;
 
3. This issue has been approved by the China Securities Regulatory Commission.
 
Fourth, the documents for reference
 
1. Resolutions of the 18th meeting of the fifth board of directors of the company;
 
2. The non-public issuance of share subscription contracts signed by the company and Shanghai Hongying Asset Management Co., Ltd.;
 
3. The non-public issuance of share subscription contracts signed by the company and Beijing Fude Shan State Investment Center (Limited Partnership);
 
4. The non-public issuance of share subscription contracts signed by the company and the Foshan Science and Technology Incubation Partnership (Limited Partnership);
 
5. The non-public issuance of share subscription contracts signed by the company and Zhong Guilan;
 
6. The non-public issuance of share subscription contracts signed by the company and Li Ziying;
 
7. The non-public issuance of share subscription contracts signed by the company and Guo Hua.
 
 
 
Special announcement.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                          Jilin Zixin Pharmaceutical Co., Ltd.
 
                                                                                                                                      Board of Directors
 
                                                         September 4, 2014