JUMPCAN(SH:600566) Zheng Quan Zhi Xing·2025-09-03 09:17Summary of Key Points Core Viewpoint - The acquisition of Hubei Jichuan Pharmaceutical Co., Ltd. by Cao Fei through Jichuan Holdings is a strategic move that complies with legal requirements, ensuring the company's continued operation and governance integrity [1][2]. Group 1: Acquisition Overview - Cao Fei acquired 10.10% of Jichuan Holdings for 10.1 million yuan, resulting in a 60% ownership stake in Jichuan Holdings, which indirectly controls 516,757,360 shares of Jichuan Pharmaceutical, representing 56.07% of the total share capital [1][2]. - The acquisition triggered a mandatory tender offer due to holding over 30% of the company's shares, aimed at fulfilling legal obligations rather than delisting the company [2]. Group 2: Tender Offer Details - The initial offer price was set at 26.93 yuan per share, later adjusted to 24.85 yuan based on the 2024 profit distribution plan, with a tender offer period from June 18, 2025, to July 17, 2025 [3]. - By the end of the tender offer period, only 34 shareholders accepted the offer, totaling 16,300 shares, which is 0.0018% of the total share capital [3]. Group 3: Post-Acquisition Shareholding Structure - After the acquisition, Cao Fei directly holds 16,300 shares and indirectly controls 516,773,660 shares, maintaining a 56.07% stake in the company [4]. - The combined control of Cao Fei and his associate Cao Longxiang amounts to 61.15% of the total share capital, ensuring compliance with listing requirements [4]. Group 4: Compliance and Governance - During the continuous supervision period, Cao Fei and associates adhered to legal and regulatory requirements, ensuring proper governance and independent operation of Jichuan Pharmaceutical [5]. - The company has improved its governance structure and information disclosure practices, aligning with regulatory standards [5]. Group 5: Commitments and Future Plans - Commitments were made to reduce and regulate related party transactions, avoid competition, and maintain the independence of the company’s operations [6][7]. - No plans were disclosed for significant changes to the company's main business, asset sales, mergers, management adjustments, or amendments to the company’s articles of association within the next 12 months [8][9][10]. Group 6: Financial Integrity - There were no violations regarding the provision of guarantees or loans to the acquirer or related parties that could harm the interests of Jichuan Pharmaceutical [11]. - The financial advisor confirmed that all actions taken during the supervision period were compliant with regulations and did not violate any commitments [11].