CanSino: Indicative announcement on the fact that some shareholders no longer constitute a concerted action relationship and changes in equity
DATE:  Dec 14 2024

Stock code: 688185 Stock abbreviation: CanSino Announcement No.: 2024-053

CanSino Biologics Co., Ltd

Some shareholders no longer constitute a concerted action relationship

and indicative announcement of changes in equity

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

The change in equity is due to the change of the general partners of the three employee shareholding platforms of CanSino Biologics Co., Ltd. (hereinafter referred to as the "Company"), Shanghai Qianxiyi Enterprise Management Partnership (Limited Partnership), Shanghai Qianxirui Enterprise Management Partnership (Limited Partnership) and Shanghai Qianxizhi Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Qianxiyi", "Shanghai Qianxirui" and "Shanghai Qianxizhi", collectively referred to as the "Three Employee Stock Ownership Platforms"). It is no longer in a concerted action relationship with Dr. Zhu Tao, one of the actual controllers, and does not involve changes in the number of shares held by the company's shareholders. This change in equity does not involve the change of the company's controlling shareholder and actual controller.

After the dissolution of the concerted action relationship, the three employee shareholding platforms are still required to continue to comply with Article 11 of the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies (hereinafter referred to as the "Measures"), that is, in the last 20 trading days, if the closing price of the stock on any day (backward adjustment) is lower than the stock issue price at the time of the initial public offering, it shall not reduce its shareholding through centralized bidding or block trading on the stock exchange. The company's share price remains below the issue price at the time of the IPO and the three ESOPs will continue to comply with this rule and will not reduce their shareholdings until the statutory conditions are met. At the same time, according to Article 21 of the Measures, the relevant parties will continue to jointly abide by the provisions on the reduction of shareholdings by major shareholders within 6 months after the termination of the concerted action relationship, and continue to comply with the provisions of Articles 8 and 10 of the Measures on the reduction of shareholdings by controlling shareholders and actual controllers.

On December 13, 2024, the Company received the "Notification Letter on No Longer Constituting a Concerted Action Relationship" issued by Dr. Zhu Tao, one of the actual controllers, and the three employee stock ownership platforms, Dr. Zhu Tao will no longer continue to serve as the general partner and executive partner of the three employee stock ownership platforms, and Dr. Zhu Tao and the three employee stock ownership platforms will no longer belong to the various circumstances identified for the concerted action relationship in the Administrative Measures for the Acquisition of Listed Companies

The three ESOPs no longer constitute a concerted action relationship. The three employee stock ownership platforms have recently completed the industrial and commercial change registration procedures and obtained new business licenses. The specific situation is hereby announced as follows:

1. Relevant circumstances in which some shareholders no longer constitute a concerted action relationship

Dr. Zhu Tao is one of the actual controllers of the Company, and at the time of the Company's initial public offering and listing, he, as the general partner and executive partner of the three employee stock ownership platforms, actually controlled the voting rights of the shares of the Company held by the three employee stock ownership platforms, and the three employee stock ownership platforms and Dr. Zhu Tao acted in concert. During the period of consistent action between the parties, all parties always maintain consistent opinions on the decision-making of major matters of the company, strictly fulfill the relevant commitments, and there is no abuse of their controlling position.

Dr. Zhu Tao is the Deputy General Manager and Chief Scientific Officer of the Company, and is currently mainly responsible for managing the affairs related to the vaccine R&D project, including R&D progress, clinical trials, and technical improvement. In order to further focus on the company's business development and ensure the operation and management of the three employee stock ownership platforms, with the unanimous consent of all the partners of Shanghai Qianxiyi, Shanghai Qianxirui and Shanghai Qianxizhi, the general partner and executive partner of Shanghai Qianxiyi, Shanghai Qianxirui and Shanghai Qianxirui were changed to Li Wei. The general partner and executive partner of Shanghai Qianxizhi were changed to Dong Xiaoman, and Li Wei and Dong Xiaoman had no relationship with the company.

Shanghai Qianxiyi, Shanghai Qianxirui and Shanghai Qianxizhi have recently completed the relevant industrial and commercial change registration procedures and obtained a new "Business License".

2. The relevant situation of this change in equity

Before this equity change, Dr. Zhu Tao held 17,984,200 shares of the company, Shanghai Qianxiyi, Shanghai Qianxirui and Shanghai Qianxizhi held 3,474,600 shares, 3,299,475 shares and 1,207,150 shares of the company respectively, and Dr. Zhu Tao acted in concert with the three employee shareholding platforms, holding a total of 25,965,425 shares of the company, with a total shareholding ratio of 10.4932%. Therefore, Dr. Zhu Tao and the three employee stock ownership platforms are shareholders of more than 5% of the company's total shares.

After Dr. Zhu Tao ceased to be the general partner and executive partner of the three employee stock ownership platforms, Dr. Zhu Tao held 7.2678% of the shares of the Company and was the controlling shareholder, actual controller and one of the shareholders of more than 5% of the Company. There is no relationship between the new general partner and the executive partner of the three employee stock ownership platforms

Haiqian Xiyi, Shanghai Qianxirui and Shanghai Qianxizhi hold 1.4042%, 1.3334% and 0.4878% of the company's shares respectively.

3. The impact of the cessation of the concerted action relationship of some shareholders on the control of the company

BEFORE THIS EQUITY CHANGE, DR. XUEFENG YU DIRECTLY HELD 7.2638% OF THE COMPANY'S SHARES; Dr. Zhu Tao directly holds 7.2678% of the company's shares and indirectly controls 3.2254% of the company's shares through three employee stock ownership platforms; DR. DONGXU QIU DIRECTLY HOLDS 6.9162% OF THE COMPANY'S SHARES; DR. HELEN HUIHUA MAO DIRECTLY AND INDIRECTLY HOLDS 6.6010% OF THE COMPANY'S SHARES DIRECTLY AND INDIRECTLY THROUGH CHAMPDEN LLC AND MEDCHARMS LLC, WHICH HE ACTUALLY CONTROLS, AND DR. SHOU BAI CHAO, THE SPOUSE OF DR. HELENHUIHUA MAO, DIRECTLY HOLDS 0.0202% OF THE COMPANY'S SHARES. DR. XUEFENG YU, DR. ZHU TAO, DR. DONGXU QIU AND DR. HELEN HUIHUAMAO CAN CONTROL A TOTAL OF 31.2944% OF THE COMPANY'S SHARES AND ARE THE ACTUAL CONTROLLERS OF THE COMPANY.

AFTER THIS CHANGE IN EQUITY, DR. XUEFENG YU, DR. ZHU TAO, DR. DONGXU QIU AND DR. HELEN HUIHUAMAO WILL REMAIN THE ACTUAL CONTROLLERS OF THE COMPANY, AND THE TOTAL SHARES OF THE COMPANY WILL BE REDUCED TO 28.0690%.

4. Other relevant explanations

1. This change in equity is a change in equity caused by the fact that the relevant shareholders no longer constitute a concerted action relationship, and does not involve a change in the number of shares held.

2. The above-mentioned changes in the relationship of concerted action do not violate the provisions of relevant laws, regulations and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Acquisition of Listed Companies, and the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange.

3. The change in equity will not lead to the change of the company's controlling shareholders and actual controllers, and will not have an impact on the company's governance structure, equity structure and continuous operation.

4. After the dissolution of the concerted action relationship, the three employee shareholding platforms are still required to continue to comply with Article 11 of the Measures, that is, in the last 20 trading days, if the closing price of the stock on any day (backward compounding) is lower than the stock issue price at the time of the initial public offering, they shall not reduce their shareholdings through centralized bidding transactions or block transactions on the stock exchange. At the same time, according to Article 21 of the Measures, after the termination of the concerted action relationship

Within 6 months, the relevant parties are still required to jointly comply with the provisions on the reduction of shareholdings by major shareholders, and continue to comply with the provisions of Articles 8 and 10 of the Measures on the reduction of shareholdings by controlling shareholders and actual controllers.

The Company will continue to pay attention to the changes in the shares held by relevant parties in the Company, and will urge relevant parties to earnestly fulfill their information disclosure obligations in accordance with the requirements of relevant laws and regulations.

The announcement is hereby made.

Board of Directors of CanSino Biologics Co., Ltd

December 14, 2024

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