Details of the merger and restructuring of Meimei Hij revealed.
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Last Update: 2020-07-29
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Source: Internet
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Author: User
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The shares of Meihua Biotech Group Co., Ltd("The Company" or "Plum Bio") were suspended from Trading on 17 December 2015 for the planning of the issuance of shares to purchase assetsAfter argumentation and consultation with the parties concerned, the above-mentioned matters do not constitute a major asset restructuringOn December 24, 2015, the Company issued the "Announcement of Suspension of Trading In the Issue of Shares of Meihua Biotech Group Co., Ltd." No2015-105, and the Company's shares have been suspended continuously since December 24, 2015Due to the fact that the parties involved in the transaction will continue to consult in depth on the specific matters of this trading plan, the Company issued the "Continued Suspension Announcement on the Issue of Shares of Meihua Biotech Group Co., Ltdon January 23, 2016" (Notice No2016-004), and the Company's shares have been suspended for no more than 30 days from January 25, 2016According to the relevant provisions, as it is expected that it will not be able to resume trading within two months after the suspension of the reorganization, the company intends to apply to the Shanghai Stock Exchange for the continued suspension of the company's shares after the 26th meeting of the company's 7th Board of DirectorsThe resolution of the board of directors, which will consider the continued suspension of trading in the purchase of assets of this issue of shares, is announced as follows: tTB, the meeting of the board of directors tTB(1) the convening of this board meeting is in accordance with the relevant laws, administrative regulations, departmental regulations, normative documents and articles of associationTTB(II) Meeting Notices and Meeting Materials were sent to all Directors by mail, RTX, etcon February 5, 2016TTB(iii) This board meeting was held on February 17, 2016 through a combination of on-site and communications tTB (iv) This board meeting should be attended by 8 directors, the actual participation of 8 directors tTB (V) This board meeting was convened and presided over by Chairman Meng Qingshan, and members of the Company's Supervisory Board and senior management attended the meeting tTB 2, board meeting to consider the situation tTB In view of the transaction of the transfer of old shares and the issuance of new shares as a prerequisite for each other, director Meng Qingshan as the controlling shareholder of the company, for the restructuring plan of the old shares transfer of the equity transfer party, this transaction involves related transactions, director Wang Aijun, He Jun as Meng Qingshan consistent action person, for the controlling shareholder Meng Qingshan related party, so Mengshan, Wang Aijun, he Jun as the relevant director Director Liang Yubo as a possible transferor of equity in this transaction, as an associated director, needs to avoid voting TTB after the participation of non-affiliated directors to consider and vote, the meeting by 4 votes of consent, 0 votes against, 0 abstentions of the vote to consider and pass the "on the planning of the issuance of shares to purchase assets matters continue to suspend the bill", the meeting agreed to the company to the Shanghai Stock Exchange to apply for the continued suspension of the company's shares, that is, the application for the company's shares from February 24, 2016 onwards to continue to suspend trading no more than 30 days tTB (i) the basic situation of this planned reorganization tTB 1, the company's shares from December 17, 2015 After argumenting and consultation with the parties concerned, the above-mentioned matters do not constitute a major asset reorganization, on December 24, 2015, the Company issued the "Plum Biotech Group Co., Ltd issued shares to purchase assets suspension notice" (announcement number: 2015-105), the company's shares from December 24, 2015 onwards Due to the fact that the parties involved in the transaction will continue to consult in depth on the specific matters of this trading plan, the Company issued the "Continued Suspension Announcement on the Issue of Shares of Meihua Biotech Group Co., Ltd on January 23, 2016" (Notice No 2016-004), and the Company's shares have been suspended for no more than 30 days from January 25, 2016 The company issued a timely announcement of progress in accordance with the actual progress tTB 2, planning restructuring matters background and reasons tTB In order to further improve the asset quality, optimize financial situation, enhance core competitiveness and sustainable business ability, Meihua Bio intends to purchase the underlying assets held in China by the first sugar company (hereinafter referred to as "Hijie"), while the company's controlling shareholders Meng Qingshan and Meihua Bio-related shareholders transfer some of their shares to The other parties designated by Xijie or Xijie Upon completion of the transaction, Hijwill will become the largest shareholder of Plum Bio, directly or indirectly Upon completion of this transaction, there may be a change in the actual controller of plum bio tTB 3, restructuring framework plan introduction tTB (1) counterparty: the company's share purchase assets in this issue of the counterparty is Hij Hijie is a joint-stock company established under Korean law and listed on the Korea Exchange, stock code: 097950 Ks tTB (2) Trading Mode: tTB (1) New Issue: Meihua Bio issued shares to Hi-Jie to purchase 100% of the shares of its foreign-invested enterprises in China, Xijie (Shenyang) Biotech Co., Ltd., Xijie (Chatcity) Biotech Co., Ltd., And Chicheng Blue Sky Thermal Power Co., Ltd tTB (2) Transfer of Old Shares: Monqingshan and Plum Bio-Related Shareholders Transfer part of Meihua Bio shares to Hi-Jie or other parties designated by Hija TTB (3) the transfer of old shares and the issuance of new shares are mutual prerequisites tTB (2) The main work carried out by the company during the suspension of the reorganization tTB 1, the work done by the company to promote the reorganization tTB suspension period, the company and the counterparty and the intermediary engaged to actively promote the purchase of assets related to the issue, independent financial advisers, lawyers, audit institutions, evaluation institutions are conducting due diligence work on listed companies and the target company Meng Qingshan, the controlling shareholder of the company, and The Counterparty Hi-Jie signed part of the non-legally binding framework agreement for restructuring At present, the terms of the formal agreement between the parties to the issue of shares to purchase assets and equity transfer matters are under discussion tTB 2, the obligation of disclosure of information tTB December 17, 2015, the Company issued the "Plum Biotech Group Co., Ltd suspension notice on material matters" (announcement number: 2015-104) tTB on December 24, 2015, the Company issued the "Mayo Biotech Group Co., Ltd issued shares to purchase assets suspension notice" (announcement no 2015-105) tTB Company issued the "Progress Announcement on the Suspension of Trading in the Purchase of Assets by Meihua Biotech Group Co., Ltd on December 31, 2015 and January 8, 2016" (Announcement No 2015-107, 2016-001) tTB on January 12, 2016, the Company issued the "Announcement of the Progress of the Suspension of The Issue of Shares of Meihua Biotech Group Co., Ltd and the Signing of the Framework Agreement between the Controlling Shareholders" (Announcement No 2016-002) tTB January 19, 2016, the Company issued the "Progress Announcement on the Suspension of Trading In the Purchase of Assets by Meihua Biotech Group Co., Ltd (Announcement No 2016-003) tTB on January 23, 2016, the Company issued the "Continued Suspension of Trading Notice spent on the purchase of assets by Meihua Biotech Group Co., Ltd (Announcement No 2016-004) tTB Company issued the "Progress Announcement on the Suspension of Trading In the Purchase of Assets by Meihua Biotech Group Co., Ltd on January 30, 2016 and February 6, 2016" (Announcement No 2016-011, 2016-013) tTB 3, signed agreement tTB January 11, 2016, the Company's controlling shareholder Meng Qingshan and the counterparty Xijie signed part of the non-legally binding restructuring framework agreement, namely, "Jijie First Sugar Co., Ltd and Meng Qingshan on Meihua Biotech Group Co., Ltd restructuring framework agreement."TTB framework agreement is mainly distributed as follows: tTB (1) trading plan tTB (1) new shares issued: Meihua Bio issued shares to Hi-Jie to buy its foreign-invested enterprises established in China, Xijie (Shenyang) Biotech Co., Ltd., Xijie (Chatcity) Biotech Co., Ltd., Liaocheng Blue Sky Thermal Power Co., Ltd 100% of the shares tTB In view of the suspension of the shares of Meihua Bio on the day of signing the agreement, the price of the new shares issued by Meihua Bio shall be determined on the basis of the pricing principle of the listed company's issuance of shares to purchase assets, and the final issue price shall be approved by the shareholders' meeting of Meihua Bio in accordance with the pricing principle of the listed company's issuance of shares to purchase assets, based on 90% of the average share price of the shares traded in the 60 trading days prior to the pricing benchmark date Between the date of the pricing benchmark and the date of the issuance of new shares, the issue price will be adjusted accordingly in the event of ex-dividend, dividend delivery, capital reserve transfer of equity and other ex-dividend matters The price of the underlying asset purchased by the tTB Meihua Bio to the Xijie issued shares will be determined by the parties to the transaction in consultation with the evaluation value of the underlying asset as confirmed in the evaluation report issued by the evaluation institution qualified to engage in securities and futures-related business tTB (2) Transfer of Old Shares: Monqingshan and Plum Bio-Related Shareholders Transfer part of Meihua Bio shares to Hi-Jie or other parties designated by Hija TTB (3) the transfer of old shares and the issuance of new shares are mutual prerequisites tTB (2) exclusive tTB protocol sedative Unless the parties agree to terminate the transaction until the formal agreement is signed until the completion of execution, neither party may, directly or indirectly, negotiate, contact, or solicit or induce any other third party other than the parties to this Agreement to obtain or induce any other person to engage in such conduct in connection with any transaction in this Agreement that is expected to be the same or similar, or to achieve any transaction with the same or similar effect as described above TTB (3) Liability for breach of contract both parties shall cooperate with each other on the basis of the principle of good faith and do their best to actively facilitate the signing of a formal agreement under the Agreement If the violation of the above-mentioned agreement results in the failure to sign a formal agreement, the breaching party shall pay the breaching party RMB 300 million TTB (4) Other matters tTB Agreement has been established since the signing of the parties, except for the information disclosure, confidentiality, exclusion and liability for breach of contract and dispute resolution, except for the relevant provisions of immediate effect, other provisions are not legally binding tTB (iii) the necessity and reasons for continuing to suspend trading tTB Since the suspension of trading, the Company and the parties concerned have actively promoted due diligence, auditing, evaluation and business negotiations on the purchase of assets in this offering of shares In view of the fact that the counterparty of this reorganization involves overseas listed companies and the size of the underlying assets, the Company and the relevant parties in the transaction still need further in-depth communication and consultation on the matters related to this reorganization, so the Company cannot disclose the issuance of shares by February 24, 2016 and resume trading In order to prevent abnormal fluctuations in the company's share price, protect the legitimate rights and interests of the majority of investors, and after the 26th meeting of the company's 7th board of directors to consider and approve, the company intends to apply to the Shanghai Stock Exchange for the company's shares to continue to be suspended tTB (4) The approval and approval obtained before the disclosure of the reorganization plan is required, before the disclosure of the reorganization plan, the relevant parties involved in the transaction must sign the relevant agreement, while the counterparty xisy to perform the necessary approval procedures to obtain the relevant resolutions The listed company shall convene the board of directors to consider the relevant plans and announce and resume trading in a timely manner tTB (V) The timing of the next step to promote the restructuring work and the expected resumption of trading time of the company's shares In accordance with the Shanghai Stock Exchange's "Information Disclosure of Major Asset Reorganization of Listed Companies and Suspension of Trading Business Guidelines" requirements, the Company intends to apply to the Shanghai Stock Exchange for the company's shares to continue to be suspended for no more than 30 days from February 24, 2016 TTB suspension period, the company will continue to coordinate the transaction parties to carry out commercial negotiations, continue to actively promote the intermediary institutions to carry out due diligence work, in accordance with the "measures for the management of major asset restructuring of listed companies" and "the listed company's major asset restructuring information disclosure and suspension of business guidelines" and other laws and regulations, the preparation of the issuance of shares to purchase assets and other relevant documents, combined with progress, timely implementation of information disclosure obligations, every five trading days to issue a notice of the progress of the issuance of shares to ensure the smooth implementation of the restructuring tTB (vi) The reorganization matters involve related transactions, related relationships and avoidance voting situations in view of the transfer of old shares and the issuance of new shares in this transaction, director Meng Qingshan as the controlling shareholder of the company, for the transfer of the old shares in this reorganization plan, the transaction involves the related transactions, director Wang Aijun, He Jun as the controlling shareholder Meng Qingshan's associate, as the controlling shareholder Meng Qingshan's related party, so Meng Qingshan, wang Qingjun, Director Liang Yubo as a possible transferor of equity in this transaction, as an associated director, needs to avoid voting TTB directors Meng Qingshan, Wang Aijun, He Jun and Liang Yubo as associate directors have avoided voting TTB Meihua Biotech Group Co., Ltd ("The Company" or "Plum Bio") was suspended from trading on December 17, 2015 due to the planning of the issuance of shares to purchase assets After argumentation and consultation with the parties concerned, the above-mentioned matters do not constitute a major asset restructuring On December 24, 2015, the Company issued the "Announcement of Suspension of Trading In the Issue of Shares of Meihua Biotech Group Co., Ltd." No 2015-105, and the Company's shares have been suspended continuously since December 24, 2015 Due to the fact that the parties involved in the transaction will continue to consult in depth on the specific matters of this trading plan, the Company issued the "Continued Suspension Announcement on the Issue of Shares of Meihua Biotech Group Co., Ltd on January 23, 2016" (Notice No 2016-004), and the Company's shares have been suspended for no more than 30 days from January 25, 2016 According to the relevant provisions, as it is expected that it will not be able to resume trading within two months after the suspension of the reorganization, the company intends to apply to the Shanghai Stock Exchange for the continued suspension of the company's shares after the 26th meeting of the company's 7th Board of Directors The resolution of the board of directors, which will consider the continued suspension of trading in the purchase of assets of this issue of shares, is announced as follows: tTB , the meeting of the board of directors meeting tTB (1) the convening of this board meeting is in accordance with the relevant laws, administrative regulations and departmental regulations.
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