Xiamen Ade Biotechnology Co., Ltd. (hereinafter referred to as "the Company" or "the listed company") and all members of the Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, without any false records, misleading statements, or significant omissions.
Important Content Reminder:
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Transaction Plan: Forward Investment (Hong Kong) Ltd. (hereinafter referred to as "Forward Investment" or "Transferor") and the actual controller and Chairman of the Company, Mr. LI-MOU ZHENG, recently signed a "Share Acquisition Agreement" with China National Pharmaceutical Group (Beijing) Technology Innovation Research Institute Co., Ltd. (hereinafter referred to as "Transferee"). Forward Investment intends to transfer 78,021,034 shares (20% of the total share capital) at a price of 21.20 yuan per share, totaling 1,654,045,920.80 yuan (hereinafter referred to as "this equity change").
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Change of Control: Upon completion of this equity change, China National Pharmaceutical Group will become the controlling shareholder of the Company, and the actual controller will change to China National Pharmaceutical Group Ltd.
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Share Lock-up: The Transferee has committed not to transfer the shares obtained in this equity change for 60 months from the date of registration completion. Any shares increased during the lock-up period due to stock dividends or capital increases will also be subject to this commitment. However, transfers between different entities controlled by the same actual controller are not restricted by the 60-month period. The Transferee also commits not to pledge these shares for 36 months from the date of registration completion. The Transferor commits not to transfer its remaining shares within 36 months from the date of registration completion.
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No Asset Injection Plan: The Transferee has no plans to inject assets into the listed company within 36 months after the completion of this transaction.
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Risk Warning: This equity change is subject to decision-making and approval procedures, including but not limited to: approval from state-owned asset supervision and management departments and higher-level units, shareholder meeting approval for the exemption of voluntary share transfer restrictions, antitrust review by the State Administration for Market Regulation (if necessary), and compliance confirmation by the Shenzhen Stock Exchange. There is uncertainty regarding whether the relevant departments will approve this equity change, and investors are advised to pay attention to the associated risks. The Company will continue to monitor the progress of these matters and fulfill its information disclosure obligations in accordance with relevant laws and regulations.
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No Tender Offer or Related Transactions: This equity change does not trigger a tender offer and does not constitute a related transaction.