Announcement on the company's second largest shareholder's intention to transfer the company's shares.
The board of directors and all directors of the Company guarantee that there are no false records or misleading statements in the contents of this announcement.
Or major omissions, and bear individual and joint responsibility for the authenticity, accuracy and completeness of its contents.
20 1 May1Healthy Yuan Pharmaceutical Group Co., Ltd. (hereinafter referred to as "Company and Healthy Yuan")
The Group was notified by Hongxinxing Co., Ltd. (hereinafter referred to as "Hongxinxing Company"), the second largest shareholder of the Company.
Hongxinxing Company intends to reduce its shareholding by agreement transfer, and the shareholding of the company will be reduced from 20 15.
Suspension since the market opened on Thursday, April 2, 2008: Pro 20 15-0 18 for details).
I recently, the company received a notice from Hongxinxing Company, the second largest shareholder, about the transfer of its shares.
The shares of Health Yuan Group and the shareholders of Hongxinxing Company hold all the issued rights and interests of Hongxinxing Company.
Transfer (hereinafter referred to as merger: Hongxinxing Company intends to transfer the shares of the Company (or Health Yuan Group), etc.
The intention of the Ministry) to inform the company as follows:
(1) After preliminary communication, we are discussing with Mr. Shi Yajun about the transfer of rights and interests under the name of Hongxinxing Company.
Mr. Gao Jiang and Mr. Tang Yue reached the following agreement:
1. Transfer the Health Yuan Group held by Hongxinxing Company to Mr. Shi Yajun at the price of 13 yuan per share.
40 million shares, accounting for 2.59% of the total issued share capital of Health Yuan Group;
2. Transfer the Health Yuan Group 6, 800 yuan held by Hongxinxing Company to Mr. Gao Jiang at a price of 65,438+03 yuan per share.
10,000 shares, accounting for 4.40% of the total issued share capital of Health Yuan Group;
3. Transfer 7,200 shares of Health Yuan Group held by Hongxinxing Company to Mr. Tang Yue at the price of RMB 65,438+03 per share.
10,000 shares, accounting for 4.66% of the total issued share capital of Healthy Yuan Group.
4. Shi Yajun intends to accept the tradable shares of Health Yuan Group held under the name of Hongxinxing Company by agreement.
Mr. Sheng, Mr. Gao Jiang and Mr. Wang are not related, nor are they acting in concert.
(2) Transfer all the issued shares of Hongxinhang Company held by shareholders of Hongxinhang Company.
Suggestions and co., LTD. (the actual controller is Mr Ou Yaping) and advanced data service co., LTD. (Ma
Mr. Hua Teng actually controls) the transfer intention is as follows:
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Announcement on the Proposed Transfer of Hong Xinxing of Health Yuan Pharmaceutical Group
1. Du Fu Investment Co., Ltd., the shareholder of Hongxinxing Company, transferred its Hong Xin to Miao Feng Co., Ltd.
1 equity shares of banking companies;
2. Taitai Pharmaceutical Group Co., Ltd., the shareholder company of Hongxinxing, is Xiang Co., Ltd.
The company transferred its 499 shares of Hongxinxing Company;
3. Taitai Pharmaceutical Group Co., Ltd., the shareholder of Hongxinxing Company, made a speech.
Data Service Co., Ltd. transfers its 500 shares of Hongxinxing Company;
4. The total consideration of the above transaction is * * * HK$ 1, 2 1, 216,956.47.
After the transfer is completed, all shareholders and directors of Hongxinxing Company quit Hongxinxing Company and no longer hold Hongxinxing Company.
Any interest in the company.
(III) All the issued interests of Mr. Shi Yajun, Mr. Gao Jiang, Mr. Tang Yue and Hongxinhang Company will be transferred.
Miao Feng Co., Ltd. and its actual controllers, Mr. Ou Yaping and Advanced Data Service Co., Ltd.
There is no relationship between Mr. Ma Hua Teng and his actual controller, and he is not a person acting in concert.
(4) Mr. Shi Yajun, Mr. Gao Jiang, Mr. Wang, Mr. Ou Yaping and Mr. Ma have no intention of seeking.
Control right of Health Yuan Group or participate in the actual operation and management of Health Yuan Group.
(5) Mr. Shi Yajun, Mr. Gao Jiang, Mr. Wang, Mr. Ou Yaping, Mr. Ma or their controllers.
Other institutions have no intention of any form of asset reorganization or exchange with Health Yuan Group at present and in the next three months.
Yi.
(6) Miao Feng Co., Ltd. (the actual controller is Mr. Ou Yaping) and Advanced Data Service Co., Ltd.
(Mr. Ma actually controls) Decided to * * * invest and control Hongxinhang Company, which was consistent after the delivery was completed.
actor
(7) After the transfer is completed, Ltd. and Advanced Data Service Co., Ltd. will hold Hong.
Singapore Airlines holds 100% equity, and indirectly holds 7,439,438+0.84 million shares of Health Yuan Group, accounting for Health Yuan.
4.865438+ 0% of the total issued share capital of the Group.
(VIII) The details of the above transfer or equity transfer are still under negotiation, and no formal shares have been signed yet.
The assignment contract is uncertain. If there is further progress, Hongxinxing Company will make timely progress according to relevant regulations.
Notify Jianyuan Group.
Two. The controlling shareholder and actual controller of the company are concerned about the transfer of shares of Hongxinxing Company.
Description of the relevant situation of the Ministry.
Shenzhen Baiyeyuan Investment Co., Ltd. (hereinafter referred to as Baiyeyuan Company) and the actual controller Zhu.
Mr. Wang intends to report to Health Yuan on the transfer of shares of Health Yuan Group to affiliated company Hongxinxing Company.
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Announcement on the Proposed Transfer of Hong Xinxing of Health Yuan Pharmaceutical Group
This group is described as follows:
(1) All matters such as the transfer of shares of Health Yuan Group by Hongxinxing Company, the second largest shareholder of Health Yuan Group,
After the transaction is officially completed, Baiyeyuan Company and Mr. Zhu will urge the relevant information disclosure obligors to compile it.
Prepare and disclose the report on changes in rights and interests, and fulfill relevant information disclosure obligations.
(II) The total number of shares involved in this transaction accounts for 65,438+06.46% of the total issued share capital of Healthy Yuan Group, and is not
Baiyeyuan Company and the actual controller, Mr. Zhu, did not violate the acquisition of listed companies involving Health Yuan Group.
On March 28th, 20 15, Anti-Health Yuan Group disclosed the stock price difference of Health Yuan Pharmaceutical Group Co., Ltd.
Relevant contents promised in the announcement of constant fluctuation (announcement number: Pro 20 15-009).
(III) The annual reports of Health Yuan Group show that Baiyeyuan Company and Health Yuan Group are the second largest shares.
Donghong Xinhong Company is an affiliated company, acting in concert.
(4) Baiyeyuan Company holds 48.03% of the total issued share capital of Health Yuan Group controlled by Health Yuan Group.
Shareholders, and do not participate in all matters such as the transfer of shares of Health Yuan Group by Hongxinxing Company. basis
All matters such as the transfer of shares of Health Yuan Group by Cihong Hong Xin Company will not affect Baiyeyuan Company's participation in Health Yuan Group.
Group holding position.
(5) The transaction of all matters such as the transfer of shares of Health Yuan Group by Hongxinxing Company will not cause harm to health.
Metagroup's enterprise performance and internal management have great influence.
(VI) Baiyeyuan Company participates in Shenzhen Qianhai Weizhong Bank Co., Ltd. (hereinafter referred to as Weizhong Bank)
Company), holds 20% equity of Weizhong Bank Company, and is also the legal representative and actual controller of Baiyeyuan Company.
Mr. Zhu is also a director of Hongxinhang Company and a member of the board of directors of Weizhong Bank Company.
The largest shareholder of Weizhong Bank Company is Shenzhen Tencent Domain Computer Network Co., Ltd., accounting for the shares of Weizhong Bank.
A 30% stake in the company. Baiyeyuan Company registered the information of commercial entities through Shenzhen Municipal Market Supervision Bureau.
Query website: Shenzhen Tencent Domain Computer Network Co., Ltd. is invested by Shenzhen Tencent.
Computer System Co., Ltd. and Shenzhen Century Kaixuan Technology Co., Ltd., Mr. Ma holds the above two respectively.
54.2857% of the shares are the major shareholders and legal representatives of the above two companies.
Baiyeyuan Company holds Shenzhen Win Zhongtong Financial Information Service Co., Ltd. (hereinafter referred to as "Zhong Ying"
Tong company) 65% of the shares, Mr. Wang and Mr. Zhu are members of the board of directors of Ying Zhongtong Company, among which Tang.
Mr. Yue is the chairman and general manager of Yingzhongtong Company, and Mr. Zhu is the vice chairman of Yingzhongtong Company.
In addition to the above relationship, Baiyeyuan Company, Hongxinhang Company and Mr. Zhu, and this time with Hongxinhang Company,
There is no relationship between the counterparties involved in all matters such as the company's proposed transfer of shares of Health Yuan Group. In the future,
There is no concerted action.
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Announcement of planned transfer of Hong Xinxing of Health Yuan Pharmaceutical Group
(VII) Hongxinxing Company intends to transfer the shares of Health Yuan Group this time. After the equity change is completed, other matters will not change.
Therefore, the controlling shareholder of Baiyeyuan Company is Health Yuan Group, while Mr. Zhu's actual identity is Health Yuan Group.
Change of controller state.
(VIII) As stated in the relevant notice of Hongxinxing Company, the details of the transfer of the above rights and interests are still under negotiation.
At present, no formal share transfer contract has been signed, which is uncertain and further progress has been made. Baiyeyuan company
We will notify Health Yuan Group in accordance with relevant regulations, and urge Hongxinxing Company to notify Health Yuan Group in time.
To sum up:
At present, the official share transfer has not been signed for all matters such as the share transfer of Hongxinxing Company.
Make the contract uncertain. The company will pay close attention to the progress of this share transfer and timely
Fulfill the obligation of information disclosure. Investors are requested to pay attention to investment risks while paying attention to company announcements.
It is hereby announced.
Jiukang pharmaceutical group industry co., ltd
201April 4, 5