Summary of Key Points Core Viewpoint - The announcement details the agreement for the transfer of 60,000,000 shares of Wanbangde Pharmaceutical Holdings Group Co., Ltd., representing 9.8089% of the total share capital, from its controlling shareholders to Wanzhong Medicine, with a transfer price of 6.88 RMB per share, totaling approximately 412.8 million RMB [1][2][5]. Group 1: Agreement Overview - The transfer involves Wanbangde Group, its actual controllers Zhao Shouming and Zhuang Hui, and their concerted actions, transferring shares to Wanzhong Medicine [1][2]. - The total transfer price is set at 6.88 RMB per share, amounting to 412.8 million RMB for the entire transaction [2][5]. - The transaction is subject to compliance review by the Shenzhen Stock Exchange before the transfer can be completed [3][6]. Group 2: Shareholding Changes - Following the transfer, the shareholding structure will change, with Wanbangde Group's stake decreasing from 31.6217% to 28.8361%, and Zhao Shouming's from 8.1213% to 6.0925% [2][3]. - Wanzhong Medicine will acquire 60,000,000 shares, establishing a new ownership stake of 9.8089% in the company [2][5]. Group 3: Impact on Company Control - The transfer does not trigger a change in control, as the combined shareholding of the controlling shareholders will remain at 40.6656% post-transaction [7][8]. - The governance structure and ongoing operations of the company are not expected to be significantly affected by this share transfer [7][8]. Group 4: Compliance and Restrictions - Wanzhong Medicine has committed not to sell the acquired shares for twelve months following the completion of the transfer [2][7]. - The transaction adheres to relevant regulations, including the Management Measures for the Acquisition of Listed Companies and the Shenzhen Stock Exchange's guidelines [3][8].
万邦德: 关于控股股东、实际控制人及其一致行动人拟协议转让公司部分股份暨权益变动的提示性公告