300289SZSE
🚨 Material Event

Statement and Commitment from the Counterparty of the Major Asset Restructuring Transaction

Lideman Co., Ltd.··45 pages

✨ AI Summary

Beijing Lideman Biochemical Co., Ltd. plans to acquire control of Beijing SINO-PROSPER Pharmaceutical Co., Ltd. through cash payment. The transaction involves multiple counterparties, including Hainan Baimei Investment Co., Ltd. and others. This document contains commitments from the target company and transaction counterparties regarding the truthfulness, accuracy, and completeness of information provided, and the absence of insider trading or prohibited restructuring participation.

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Full Translation

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Statement and Commitment Regarding the Truthfulness, Accuracy, and Completeness of Information

Beijing Lideman Biochemical Co., Ltd. (hereinafter referred to as the "Listed Company") intends to acquire control of Beijing SINO-PROSPER Pharmaceutical Co., Ltd. (hereinafter referred to as "SINO-PROSPER" or the "Target Company") through cash payment from Hainan Baimei Investment Co., Ltd. (hereinafter referred to as "Hainan Baimei"), Hainan Sino-Prosper Baijiahui Technology Development Co., Ltd. (hereinafter referred to as "Hainan Baijiahui"), and Nanjing Baijiarui Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Nanjing Baijiarui", collectively with Hainan Baimei and Hainan Baijiahui, referred to as the "Transaction Counterparties") (hereinafter referred to as the "Transaction").

The Company, as the Target Company in this Transaction, makes the following commitments:

  1. The Company guarantees that the materials and information provided for this Transaction are true, accurate, and complete, and that there are no false records, misleading statements, or material omissions. The Company shall bear individual and joint legal liability for the truthfulness, accuracy, and completeness of the materials and information provided.

  2. The Company guarantees that all necessary documents and related materials will be submitted to the Listed Company and the intermediary institutions providing professional services for this Transaction. The Company further undertakes that the provided paper and electronic documents and related materials are complete, true, and reliable. Any copies or duplicates of materials shall be consistent with the originals. All signatures and seals on the documents are true and valid, and the copies are consistent with the originals. All signatures and seals on the documents are true, and the necessary legal procedures for such signatures and seals have been fulfilled, and legal authorization has been obtained. There are no false records, misleading statements, or material omissions.

  3. The Company guarantees that during this Transaction, it will promptly provide information related to this Transaction in accordance with applicable laws and regulations, and the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange. The Company guarantees the truthfulness, accuracy, and completeness of such information and ensures that there are no false records, misleading statements, or material omissions.

  4. In the event of a violation of the above statements and commitments, the Company shall bear the corresponding legal liability and shall be liable for compensation for any losses caused to the Listed Company or investors.

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Statement and Commitment Regarding the Absence of Circumstances Prohibiting Participation in a Major Asset Restructuring of the Listed Company and Absence of Insider Trading

I, as a director/supervisor/senior management member of Beijing SINO-PROSPER Pharmaceutical Co., Ltd., the Target Company in this Transaction, hereby make the following commitment:

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