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Stock code: 688065 Stock abbreviation: Cathay Biotech Announcement No.: 2025-001
Shanghai Cathay Biotechnology Co., Ltd
Completed the registration of the transfer of shares by controlling shareholder and transfer of shares by agreement
and the announcement of the change of the company's controlling shareholder
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major 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.
Shanghai Cathay Biotechnology Co., Ltd. (hereinafter referred to as "Cathay Biotech", the "Company" or "above
Municipal Corporation") received on January 2, 2025 from Cathay Industrial Biotech Ltd., the controlling shareholder of the Company.
(hereinafter referred to as "CIB"), it was informed that the transfer of its stock capital contribution and agreement to transfer the company's shares has been completed. After the completion of the share transfer registration, the controlling shareholder of the company will be changed from CIB to Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Yaoxiu"), and the actual controller of the company is still the family of XIUCAI LIU. The details are as follows:
1. Basic information of the transaction
Prior to this transaction, Shanghai Yaoxiu did not hold shares in the listed company; CIB holds 165,199,321 listed companies
shares, with a shareholding ratio of 28.32%; Jining Boju Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Jining Boju") holds 6,881,308 shares of the listed company, with a shareholding ratio of 1.18%; Jining Zhongxian Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Jining Zhongxian") holds 6,802,865 shares of the listed company, with a shareholding ratio of 1.17%; Jining Shu'an Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Jining Shu'an") holds 893,333 shares of the listed company, with a shareholding ratio of 0.15%. The total shareholding ratio of Shanghai Yaoxiu and its concert parties is 30.82%.
The transaction is the result of Shanghai Yaoxiu's acquisition of 116,655,640 shares of the Company by CIB as CIB's acquisition of Shanghai Yao
The capital contribution of Xiu is detailed in the "Summary of the Acquisition Report" disclosed by the Company on June 26, 2023 and disclosed on the same day
Other relevant announcements, the Summary of the Acquisition Report (Revised) disclosed on 18 August 2023 and the same day
Other relevant announcements of Lu. In order to realize the transfer of CIB's invested shares, CIB and Shanghai Yaoxiu will be completed in December 2024
On the 16th, the "Supplemental Agreement to the Stock Contribution Agreement and Share Transfer Agreement" was signed, and the above matters are detailed in the company's 2024
The "Announcement on the Signing of the Controlling Shareholder" disclosed on December 17 <股票出资协议之补充协议暨股份转让协议>and other relevant announcements disclosed on the same day. After the completion of the above-mentioned share transfer, Shanghai Yaoxiu will acquire 116,655,640 shares of the company, accounting for 20.00% of the company's total share capital. In addition, as of the date of this announcement, China Merchants Group Co., Ltd. (hereinafter referred to as "China Merchants Group") has contributed capital to Shanghai Yaoxiu in cash, and Shanghai Yaoxiu will perform the industrial and commercial change procedures.
In addition, Shanghai Yaoxiu will subscribe for no more than 153,595,531 shares (including the principal number) of the company in cash, and the company's application for issuing shares to specific targets has been approved by the China Securities Regulatory Commission (CSRC) issued by the China Securities Regulatory Commission on the approval of Shanghai Cathay Biotechnology Co., Ltd. to issue shares to specific objects for registration (Zheng Jian Xu Xu [2024] No. 1662).
2. The completion of the transfer of shares transferred by agreement
According to the Securities Transfer Registration issued by China Securities Depository and Clearing Corporation Limited on January 2, 2025
The registration procedures for the transfer of shares have been completed, and the transfer date is December 31, 2024, with 116,655,640 shares transferred, and the nature of the shares is unrestricted tradable shares. The number of shares transferred under this agreement accounts for 20.00% of Cathay's total shares.
3. The controlling shareholder and actual controller after the completion of the share transfer
Before and after the completion of the share transfer, the shareholdings of the two parties to the transaction and their persons acting in concert are as follows:
Before this change in equity After this change in equity
Name of Shareholder Shareholding Percentage Shareholding Ratio
Number of shares held (shares) (%) Number of shares held (%)
CIB 165,199,321 28.32 48,543,681 8.32
Shanghai Yaoxiu 0 0 116,655,640 20.00
Jining Boju 6,881,308 1.18 6,881,308 1.18
Jining Zhongxian 6,802,865 1.17 6,802,865 1.17
Jining Shu'an 893,333 0.15 893,333 0.15
Total 179,776,827 30.82 179,776,827 30.82
Note: Jining Boju, Jining Zhongxian and Jining Shu'an are acting in concert with CIB and Shanghai Yaoxiu
After the completion of the share transfer registration, the controlling shareholder of the company will be changed from CIB to Shanghai Yaoxiu, and the actual controller of the company is still the family of XIUCAI LIU.
4. Other explanations and risk warnings
1. The share transfer complies with the relevant provisions of 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 Articles of Association, and there is no violation of the relevant commitments of shareholders.
2. This transaction will not adversely affect the normal production and operation of the company, and there is no harm to the interests of the company and other shareholders.
3. The company will continue to pay attention to the follow-up progress of this transaction, and fulfill its information disclosure obligations in strict accordance with the provisions and requirements of relevant laws and regulations. All publicly disclosed information of the Company shall be subject to the information published on the website of the Shanghai Stock Exchange (http://www.sse.com.cn) and the media designated by the Company. Please pay attention to the investment risks.
The announcement is hereby made.
Shanghai Cathay Biotechnology Co., Ltd
Board of Directors
January 3, 2025
Ticker Name
Percentage Change
Inclusion Date