Guangji Pharmaceutical: Indicative announcement regarding planned changes in controlling shareholder’s equity
Securities code: 000952 Securities abbreviation: Guangji Pharmaceutical Announcement number: 2026-022 Hubei Guangji Pharmaceutical Co., Ltd.
Indicative announcement regarding planned changes in controlling shareholder’s equity
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or major omissions.
Important content reminder:
This equity change is in the form of Hubei Guangji Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") planning to issue A shares to specific objects (hereinafter referred to as the "issuance");
The target of this issuance is the company’s controlling shareholder Yangtze River Industry Investment Group Co., Ltd. (hereinafter referred to as “Changjiang Industry Group”);
This issuance will not lead to changes in the controlling shareholders and actual controllers;
This issuance still needs to be approved by the competent state-owned assets supervision unit (if necessary), reviewed and approved by the company’s shareholders’ meeting, reviewed and approved by the Shenzhen Stock Exchange (hereinafter referred to as the “Shenzhen Stock Exchange”), and approved by the China Securities Regulatory Commission (hereinafter referred to as the “China Securities Regulatory Commission”) before it can be implemented.
1. Basic situation of this equity change
The company held the 15th (extraordinary) meeting of the 11th board of directors on February 11, 2026, and reviewed and approved the relevant resolution on the company’s issuance of A shares to specific objects in 2026. For details, please refer to the announcement disclosed by the company on the designated media on the same day.
According to the calculation of this issuance plan, after the completion of this issuance, the changes in the company’s controlling shareholder’s equity are as follows:
The number of shares issued this time shall not exceed 94,936,708 shares (including the principal number), and shall not exceed 30% of the company's total share capital before the issuance, and shall be subject to the number of issuances approved by the China Securities Regulatory Commission for registration. Within the aforementioned range, the final issuance quantity will be determined in accordance with relevant regulations after the issuance is reviewed by the Shenzhen Stock Exchange and approved by the China Securities Regulatory Commission for registration. The company’s shareholders meeting authorizes the board of directors to negotiate with the sponsor (lead underwriter) based on the relevant regulations of the China Securities Regulatory Commission and the actual subscription situation. If the company's stock is subject to changes in share capital such as distribution of stock dividends, transfer of capital reserves to share capital, allotment of shares, exercise of equity incentives, etc. between the date of the board of directors' resolution and the date of issuance, the upper limit of the issuance quantity will be adjusted accordingly.
The company's controlling shareholder, Yangtze River Industry Group, plans to fully subscribe in cash for the A shares issued by the company to specific targets. Before this issuance, Yangtze River Industry Group held 87,592,065 shares of the company, with a shareholding ratio of 25.26%, and was the company’s controlling shareholder. Calculated based on the upper limit of the number of shares issued to specific objects this time, after the completion of this issuance, regardless of other factors, the total voting rights directly controllable by Yangtze River Industry Group accounted for 41.33% of the total voting rights of the company's shares.
Therefore, this issuance of A shares to specific objects will not lead to changes in the company’s controlling shareholders and actual controllers.
2. Follow-up matters involved
This issuance still needs to be approved by the competent state-owned assets supervision unit (if necessary), reviewed and approved by the company’s shareholders’ meeting, reviewed and approved by the Shenzhen Stock Exchange, and approved by the China Securities Regulatory Commission before registration can be implemented. There is uncertainty as to whether the above matters can obtain relevant approval or registration, as well as the time when relevant approval or registration will be obtained.
If the shares are issued according to the upper limit of the number of shares issued this time, after the completion of this issuance, without taking into account the influence of other factors, the total voting rights directly controllable by Yangtze River Industry Group will account for 41.33% of the total voting rights of the company. In view that Yangtze River Industry Group has promised not to transfer the shares acquired in this issuance within thirty-six months from the date of completion of this issuance, according to Article 63, Paragraph 1, of the "Measures for the Administration of Acquisitions of Listed Companies"
Item (3) stipulates that Yangtze River Industry Group is exempted from issuing an offer after review and approval by non-affiliated shareholders at the shareholders’ meeting.
After the completion of this issuance, Yangtze River Industry Group will still be the company’s controlling shareholder and the Hubei Provincial State-owned Assets Supervision and Administration Commission will be the company’s actual controller. This issuance will not cause a change in the company’s control and will not have a substantial impact on corporate governance.
After the completion of this issuance, the company and Yangtze River Industry Group will promptly perform the information disclosure obligations on changes in shareholders' equity in accordance with relevant laws, regulations and normative document requirements.
Announcement is hereby made.
Board of Directors of Hubei Guangji Pharmaceutical Co., Ltd.
February 12, 2026