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Securities code: 688139 Securities abbreviation: Haier Biotech Announcement No.: 2025-031
Qingdao Haier Biomedical Co., Ltd
Regarding the actual controller's concerted action to increase the company's shareholding
Announcement of the results of the shares
The board of directors, all directors and relevant shareholders 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:
● Qingdao Haier Biomedical Co., Ltd. (hereinafter referred to as the "Company") disclosed on January 9, 2025 the "Announcement of Qingdao Haier Biomedical Co., Ltd. on the Concerted Action of the Actual Controller to Increase the Company's Shares by More than 1% and the Subsequent Shareholding Increase Plan" (Announcement No.: 2025-006), the actual controller of the Company, Qingdao Haichuangzhi Management Consulting Enterprise (Limited Partnership) (hereinafter referred to as "Haichuangzhi" or "Shareholding Entity") It intends to continue to increase its shareholding in the Company through centralized bidding through the trading system of the Shanghai Stock Exchange within 6 months from January 8, 2025, with a cumulative increase of not less than 100 million yuan and no more than 200 million yuan (hereinafter referred to as the "increase in holdings"). There is no price range for this increase.
● Implementation results of the shareholding increase plan: As of April 10, 2025, Haichuangzhi has increased its holdings of 5,729,305 shares of the company through centralized bidding through the Shanghai Stock Exchange trading system, accounting for 1.8% of the company's total share capital, with an increase of 181.8369 million yuan (excluding transaction costs), and the shareholding increase plan has been implemented.
On April 10, 2025, the company received the "Notice on the Results of Increasing the Shareholding of Qingdao Haier Biomedical Co., Ltd." from Haichuangzhi, the person acting in concert with the actual controller, and hereby announces the relevant situation as follows:
First, the basic situation of the subject of the increase in holdings
(1) The name of the subject of the increase: Qingdao Haichuangzhi Management Consulting Enterprise (Limited Partnership).
(2) Before this increase, Haichuangzhi held 2,946,595 shares of the company, accounting for 0.93% of the company's total share capital, and Haier Group held 100,591,463 shares and 32,103,659 shares of the company through Qingdao Haier Biomedical Holdings Co., Ltd. and Qingdao Haichuangrui Equity Investment Fund Center (Limited Partnership) controlled by it, accounting for 31.64% and 10.10% of the company's total share capital respectively. Haier Group and its persons acting in concert hold a total of 135,641,717 shares of the Company, accounting for 42.66% of the Company's total share capital.
(3) In the 12 months prior to the disclosure of the shareholding increase plan, Haier Group Company, the actual controller of the Company, and its persons acting in concert did not disclose the shareholding increase plan.
Second, the main content of the shareholding plan
(1) The purpose of the proposed increase in shares
Based on the confidence in the company's future development and the recognition of long-term investment value, in order to enhance investor confidence, it is planned to increase the company's shares.
(2) The type of shares to be increased this time
A shares of the Company's common stock.
(3) The amount of the proposed increase in shares
The total amount of shares to be increased this time shall not be less than RMB100 million and not more than RMB200 million.
(4) The price of the proposed increase in shares
The shareholding increase plan does not set a price range for the increase in shares, and the shareholding increase plan will be gradually implemented according to the fluctuation of the company's stock price and the overall trend of the capital market.
(5) The implementation period of the shareholding increase plan
The implementation period of the shareholding increase plan is 6 months from January 8, 2025, within the time frame permitted by relevant laws and regulations. The increase in shareholding shall not exceed 2% of the company's total share capital.
(6) The financial arrangements for the proposed increase in shares.
It intends to increase its shareholding in the company through its own funds or self-raised funds.
(7) The method of increasing the number of shares
Centralized bidding.
(8) Other matters
This shareholding increase is not based on the entity identity of one of the actual controllers of the company, and if the entity is lost within the implementation period of the shareholding increase plan, the shareholding increase entity will continue to implement the shareholding increase plan.
Haichuangzhi promises not to reduce its holdings of the company's shares during the implementation period and the statutory period of the increase in the company's shares, and to complete the shareholding increase plan within the above-mentioned implementation period.
3. The results of the implementation of the shareholding increase plan
As of April 10, 2025, Haichuangzhi increased its holdings of 5,729,305 shares of the company through centralized bidding through the Shanghai Stock Exchange trading system, accounting for 1.8% of the company's total share capital, with an average price of 31.74 yuan per share and an increase of 181.8369 million yuan (excluding transaction costs), and the shareholding increase plan has been implemented.
After this increase, Haichuangzhi holds 8,675,900 shares of the company, accounting for 2.73% of the company's total share capital; Haier Group and its persons acting in concert hold a total of 141,371,022 shares of the Company, accounting for 44.46% of the Company's total share capital.
IV. Lawyers' Special Verification Opinions
Beijing Zhong Lun Law Firm believes that the subject of the increase has the qualifications to implement the increase; The increase is in line with the provisions of laws, regulations and normative documents such as the Securities Law and the Administrative Measures for the Acquisition of Listed Companies; The shareholding increase is in line with the circumstances stipulated in Article 63 of the Administrative Measures for the Acquisition of Listed Companies, which can be exempted from issuing an offer; As of the date of issuance of the special verification opinion, the company has fulfilled the necessary information disclosure obligations at this stage for this increase, and it is still necessary to disclose the implementation results of this increase. For details, please refer to the "Special Verification Opinions of Beijing Zhong Lun Law Firm on the Increase of Shareholding of the Company by One of the Actual Controllers of Qingdao Haier Biomedical Co., Ltd." disclosed on the same day as this announcement.
5. Other notes
(1) In the process of implementing the shareholding increase plan, the subject of the shareholding increase strictly abides by the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the changes in the rights and interests of listed companies and the sensitive period of stock trading.
(2) In accordance with the provisions of the Company Law, the Securities Law, the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Administrative Measures for the Acquisition of Listed Companies and other relevant laws, administrative regulations, departmental rules and normative documents, the company continued to pay attention to the progress of the shareholding increase plan and fulfilled its information disclosure obligations in a timely manner.
(3) The implementation of the shareholding increase plan will not lead to the company's share distribution not meeting the listing conditions, will not lead to changes in the company's controlling shareholders and actual controllers, and will not have an impact on the company's governance structure and continuous operation.
The announcement is hereby made.
Board of Directors of Qingdao Haier Biomedical Co., Ltd
April
11, 2025
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