The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Important content tips:
1. The purpose of this transaction: non-public offering to raise funds, enhance the company's profitability, improve the company's financial status, further enhance the company's capital strength, expand the company's production scale, achieve sustainable development, consolidate the industry's position, and achieve company leapfrogging Development creates good conditions.
2. The issue price of this non-public offering of shares: The pricing date of the resolution of the 18th meeting of the 5th meeting of the 5th Board of Directors (September 4, 2014) is the pricing benchmark date. The current issue price is 20 transactions before the pricing benchmark date. The average price of the company's stock trading is 90%, which is 12.60 yuan / share.
3. The amount of this connected transaction: RMB 40 million.
I. Overview of related party transactions
(1) Basic information of the transaction
Jilin Zixin Pharmaceutical Co., Ltd. (hereinafter referred to as “Zixin Pharmaceutical” or “Company”) intends to Shanghai Hongying Asset Management Co., Ltd. (hereinafter referred to as “Hong Ying Assets”) and Beijing Fuyubang Investment Center (limited partnership) (hereinafter referred to as "Fuyubang"), Foshan Science and Technology Incubation Partnership (Limited Partnership) (hereinafter referred to as "Foshan Technology Incubation"), Zhong Guilan, Guo Hua, Li Ziying, a total of 6 specific objects (hereinafter referred to as "this time" The issue object") non-public offering of 158,730,154 shares. On September 3, 2014, the issuer signed a conditional subscription contract with the company. Among them, Hong Ying Assets intends to subscribe for 31,746,031 shares in cash, and Fuyu State intends to subscribe for 31,746,031 shares in cash. Foshan Technology Incubation Cash subscriptions of 15,873,015 shares, Zhongguilan intends to subscribe for 31,746,031 shares in cash, Guo Hua intends to subscribe for 15,873,015 shares in cash, and Li Ziying intends to subscribe for 31,746,031 shares in cash.
Ms. Zhong Guilan is the mother of Mr. Guo Chunsheng, the actual controller of the company. Therefore, Ms. Zhong Guilan’s subscription to the company’s non-public offering of shares constitutes a connected transaction.
(II) Approval of the transaction
The relevant proposal of the related party transaction has been reviewed and approved by the company at the 18th meeting of the fifth board of directors held on September 3, 2014, and the related directors have abstained from voting. The independent directors of the company issued pre-approval opinions and independent opinions on the related party transactions. The non-public offering of shares involving related party transactions is subject to the approval of the company's 2014 third extraordinary shareholders meeting and the final approval of the China Securities Regulatory Commission. The relevant shareholders will abstain from voting when considering the relevant proposals of the transaction at the shareholders' meeting.
As of the date of this announcement, this transaction does not constitute a major asset restructuring as stipulated in the Measures for the Administration of Major Asset Restructuring of Listed Companies.
Second, related party introduction
(1) Basic situation of Zhongguilan
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 circumstances that need to be explained
1. Holding the equity of the company and other companies
As of the announcement date of this non-public offering of shares involving related party transactions, Ms. Zhong Guilan did not directly hold the equity of the company, and Ms. Zhong Guilan held 34.84% of the shares of Dunhua Kangping Investment Co., Ltd., the controlling shareholder of the Company.
As of the announcement date of this non-public offering of stocks involving related party transactions, Ms. Zhong Guilan held a 3.24% stake in the listed company Chengdu Tianbao Heavy Equipment Co., Ltd. (stock referred to as “Tianbao Heavy Equipment”, 300362.SZ).
In addition, Ms. Zhong Guilan did not hold equity in other companies and did not control other companies.
2. In the past five years, there have been administrative penalties (except for those not clearly related to the securities market), criminal penalties, and major civil litigation or arbitration related to economic disputes.
Ms. Zhong Guilan has not received administrative penalties (except for those not clearly related to the securities market), criminal penalties, and major civil litigation or arbitration related to economic disputes in the past five years.
3. The company has not had any connected transactions with Ms. Zhong Guilan in the past 12 months.
Third, the main terms of the associated transaction contract
(1) The subject of the contract
Party A / Issuer: Jilin Zixin Pharmaceutical Co., Ltd.
Party B / Subscriber: Zhong Guilan
(2) Share subscription
1. Newly issued shares subscription
(1) Subscription amount
The Subscriber contributed RMB (capital) RMB 100 million (“Total Subscription Amount”) to subscribe for the non-publicly issued RMB ordinary shares (A shares) (“New Shares”) of Zixin Pharmaceutical in 2014, but the final subscription amount of the Subscriber It 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.
(2) Price per share
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. 90% of the average price of a person's stock trading, that is, not less than 12.60 yuan / share, the issue price is determined to be 12.60 yuan / share ("price per 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.
(3) 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.
(4) Subscription method
The Subscriber shall subscribe the issuer's shares for this private placement in the form of RMB cash.
(5) Legality of subscription funds
The Subscriber shall subscribe the issuer's corresponding shares for this non-public offering with legal self-owned funds.
2, the lock 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.
3. Use of raised funds
The issuer raised funds for repayment of bank loans and supplementary liquidity.
(3) Payment and verification of share subscription funds
1. After the contract becomes effective, the issuer shall issue a notice of non-public offering of shares 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).
2. After the accounting firm entrusted by the issuer verifies the raised funds in the special bank account of the lead underwriter and issues the “Capital Verification Report”, after the lead underwriter deducts the issuance expenses, it shall promptly transfer the funds raised from the special bank account. The issuer shall issue a non-public stock raising fund supervision account, and the certified public accountant entrusted by the issuer shall verify the net amount of funds raised by the issuer and issue a “Capital Verification Report”. The final date of issuance of the Capital Verification Report shall be no later than The total total subscription amount is transferred to the issuer three business days after the date of the non-public offering of the collection account.
(4) Subscription of share subscription
After the accountant entrusted by the issuer has verified the capital and issued the Capital Verification Report, the issuer shall submit the registration of the subscriber to China Securities Depository and Clearing Co., Ltd. Shenzhen Branch within 30 (30) working days from the date of issuance of the Capital Verification Report. For the written application of the holder of the newly issued shares, the registration procedures for registering the shares subscribed by the subscriber to the stock account of the subscriber (Party B) and the name of the subscriber are processed and completed.
(5) Declaration and guarantee of the parties to the contract
1. Issuer's statement and guarantee
The issuer warrants to the Subscriber that each of the following statements and warranties is true, accurate, complete and not misleading on the date of signing and on the date of payment (as made on the date of payment):
(1) The issuer is a company limited by law that is legally established and validly existing in accordance with Chinese law;
(2) The issuer has full authority and authority to sign this contract;
(3) The signing and performance of this contract does not and will not violate the applicable law that the issuer should abide by or bind to, or 2 in terms of the issuer's organizational documents or any major contract in which the issuer is a party. Conflict with it, resulting in breach of contract under it;
(4) This contract has been duly signed by the issuer. Except as yet to be approved by the issuer's board of directors and the general meeting of shareholders, the issuer has signed this contract and the issuer has taken all necessary internal actions for proper authorization;
(5) All publicly disclosed information of the issuer is in compliance with applicable laws, regulations, rules, regulatory documents and the requirements of the listed stock exchange listing rules for such disclosure;
(6) The issuer's financial status and operation status have not been significantly adversely changed since the latest financial report date of the issuer to the date of signing this contract.
2. The claim and guarantee of the subscriber
The issuer guarantees that each of the following statements and warranties is true, accurate, complete and not misleading on the date of signing and on the date of payment (as made on the date of payment):
(1) The subscriber is a Chinese citizen with full civil capacity;
(2) The signatory and performance of the contract by the subscriber has passed the legal internal approval procedure and will not violate the laws, regulations and the provisions of the company's articles of association or the agreement of the relevant agreement; the representative of the subscriber who signed the contract has obtained the necessary Authorization; the subscriber has full authority and authority to sign this contract;
(3) The Subscriber guarantees that it will subscribe to the shares issued this time and submit it to the relevant approval departments and regulatory agencies for approval;
(4) The Subscriber guarantees that the entire source of funds used for the subscription of the issuer's non-public offering of shares is in compliance with the relevant laws, regulations and rules of China;
(5) The participation of the subscriber in this issuance does not exist in the case of investing or holding shares of the issuer on behalf of other enterprises, organizations, institutions or individuals;
(6) The Subscriber has entered into and performed this contract without and will not violate the relevant laws, regulations, rules and regulatory documents that the Subscriber shall comply with or be bound by, or 2 the organizer's organizational documents or any of the Subscriber's party a major contract, agreement or any statement, statement, promise or guarantee that has been made to other third parties, resulting in a breach of contract under it;
(7) The Subscriber shall pay the full subscription price in accordance with the provisions of Article 3, paragraph 1 of this contract.
(6) Tax payment and payment
Regardless of whether the current issuance of this contract is completed or not, the issuer or the subscriber shall bear the statutory taxes and fees arising from the signing or performance of this contract. Party A and Party B shall bear their respective responsibilities in accordance with the relevant laws, regulations and rules, except that the laws and regulations are clear. In addition to the regulations, there is no obligation to pay, withhold or pay. If there is no relevant regulation, it will be borne by the party that caused the expense.