南京医药股份有限公司关于简式权益变动报告书修订说明的公告
Shang Hai Zheng Quan Bao·2025-11-17 19:14

Core Viewpoint - Alliance Healthcare Asia Pacific Limited has agreed to transfer its entire 11.04% stake in Nanjing Pharmaceutical to Guangzhou Guangyao Phase II Fund for a total consideration of approximately RMB 748.81 million at a price of RMB 5.18 per share [2][8] Group 1: Share Transfer Details - The share transfer involves 144,557,431 shares, which represents 11.04% of the total share capital of Nanjing Pharmaceutical [2][8] - Following the completion of the transfer, Alliance Healthcare will no longer hold any shares in the company, while Guangzhou Guangyao Phase II Fund will hold the entire 11.04% stake [2][8] Group 2: Strategic Investment Agreement - On September 26, 2025, Nanjing Pharmaceutical's board approved a strategic investment agreement with Guangzhou Baiyunshan Pharmaceutical Group and Guangzhou Guangyao Phase II Fund [6][7] - The agreement aims to establish a long-term strategic partnership based on principles of mutual benefit, resource sharing, and innovation [7] Group 3: Lock-up Commitment - Guangzhou Guangyao Phase II Fund has committed not to transfer the acquired shares for 18 months following the registration of the share transfer, with certain exceptions [3][8] - This commitment includes any shares derived from stock dividends or capital increases during the lock-up period [3][8] Group 4: Regulatory Compliance - The company has disclosed the necessary reports and announcements regarding the share transfer and strategic investment agreement in accordance with regulatory requirements [3][9] - The revised simplified equity change report has been prepared to reflect the updated lock-up commitment [3][9]