Zheng Quan Zhi Xing·2025-05-22 12:47Core Viewpoint - The announcement details the agreement for a share transfer involving Xiamen Te Bao Biological Engineering Co., Ltd., where a major shareholder, Tonghua Dongbao Pharmaceutical Co., Ltd., plans to transfer 23,187,600 shares to Tibet Trust Co., Ltd. at a price of 56.12 yuan per share, representing 5.70% of the company's total share capital [1][2]. Summary by Sections 1. Basic Situation of the Equity Change - Tonghua Dongbao intends to transfer 23,187,600 shares at a price of 56.12 yuan per share, totaling approximately 1.301 billion yuan [1][4]. - Post-transfer, Tonghua Dongbao will hold 42,012,514 shares, accounting for 10.33% of the total share capital, while Tibet Trust will hold 23,187,600 shares, representing 5.70% [1][2]. 2. Commitment from Tibet Trust - Tibet Trust commits not to reduce its holdings in the acquired shares for 12 months following the transfer [2][10]. 3. Approval and Compliance - The transfer requires approval from Tonghua Dongbao's shareholders' meeting, compliance confirmation from the Shanghai Stock Exchange, and registration with the China Securities Depository and Clearing Corporation [2][10]. 4. Parties Involved - The transferor is Tonghua Dongbao Pharmaceutical Co., Ltd., and the transferee is Tibet Trust Co., Ltd., representing the "Tibet Trust - Jintong No. 35 Collective Fund Trust Plan" [4][5]. 5. Payment Terms - The payment for the shares will be made in installments, with the first payment of 10 million yuan due within three trading days after the agreement is effective [5][6]. 6. Confidentiality and Dispute Resolution - Both parties agree to maintain confidentiality regarding the agreement's content, with specific exceptions outlined [6][7]. - Disputes will be resolved through litigation if not settled through negotiation within 30 days [7][8]. 7. Other Provisions - The agreement will be effective upon signing and after approval from the shareholders' meeting [8][10]. - Any taxes and fees related to the transfer will be borne by the respective parties [8].