Changshan Pharmaceutical: Indicative announcement regarding the controlling shareholder’s proposed transfer of some shares and changes in equity interests

Securities code: 300255 Securities abbreviation: Changshan Pharmaceutical Announcement number: 2025-48

Hebei Changshan Biochemical Pharmaceutical Co., Ltd.

Indicative announcement regarding the controlling shareholder’s proposed transfer of some shares and changes in equity

Each party to the transfer of this agreement guarantees that the information provided to the company is true, accurate and complete, and contains no false records, misleading statements or major omissions.

The company and all members of the board of directors guarantee that the content of the announcement is consistent with the information provided by the information disclosure obligor.

Important content reminder:

1． Mr. Gao Shuhua, the company’s controlling shareholder and actual controller, who holds 280,644,728 shares of the company, accounting for 30.54% of the company’s total share capital, plans to transfer his holdings of the company 46,000,000 through agreement transfer The unrestricted tradable shares (accounting for 5.0051% of the company's total share capital) were transferred to Chongqing Element Private Securities Investment Fund Management Co., Ltd. (representing "Element Zhiyuan Qianli No. 1 Private Securities Investment Fund", hereinafter referred to as "Element Fund"). After the transfer of this agreement is completed, Element Fund will hold 46,000,000 shares of the company, accounting for 5.0051% of the company's current total share capital, and will become a shareholder holding more than 5% of the company's shares.

2. Based on its confidence in the company's sustainable future development and its recognition of the company's investment value, Element Fund promises not to reduce its shares in the company within 12 months after the completion of the transfer agreement.

3． The transfer of shares under this agreement must be subject to compliance review by the Shenzhen Stock Exchange before the share transfer procedures can be handled at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.

4． There is still uncertainty as to whether the transfer under this agreement can be finalized, so investors are advised to pay attention to the risks.

1. Overview of Agreement Transfer

(1) Basic information on the transfer of this agreement

1． Hebei Changshan Biochemical Pharmaceutical Co., Ltd. (hereinafter referred to as the company) received a notice from the controlling shareholder and actual controller Mr. Gao Shuhua on November 21, 2025, and learned that it and Element Fund signed the "Hebei Changshan Biochemical Pharmaceutical Co., Ltd. Share Transfer Agreement" (hereinafter referred to as the "Share Transfer Agreement") on November 20, 2025. Mr. Gao Shuhua plans to transfer the company he holds through agreement transfer 46,000,000 unrestricted tradable shares (accounting for 5.0051% of the company's total share capital) were transferred to Element Fund (representing "Element Zhiyuan Qianli No. 1 Private Securities Investment Fund") at a transfer price of 46.25 yuan per share. The transaction price complies with relevant regulations such as the "Measures for the Administration of Acquisitions of Listed Companies" and the "Guidelines for the Handling of Share Agreement Transfer Business of Listed Companies of the Shenzhen Stock Exchange".

Before and after the transfer of this agreement, the changes in shareholdings of shareholders and persons acting in concert are as follows:

Shares held before the transfer of this agreement. Name of shareholder holding shares after the transfer of this agreement. Nature of shares. Number of shares. Number of shares.

Proportion of total share capital Proportion of total share capital Proportion (shares) (shares)

Total shares held 280,644,728 30.54% 234,644,728 25.53% Gao Shuhua Including: shares without sales restrictions 280,644,728 30.54% 234,644,728 25.53% shares with sales restrictions 0 0% 0 0% Total shares held 1,530,000 0.17% 1,530,000 0.17% Gao Xiaodong Including: shares without sales restrictions 382,500 0.04% 382,500 0.04% shares with sales restrictions 1,147,500 0.12% 1,147,500 0.12%

Total 282,174,728 30.70% 236,174,728 25.70%

Chongqing elements

Total shares held 0 0% 46,000,000 5.01% Private placement securities

Investment funds Including: shares without sales restrictions 0 0% 46,000,000 5.01% Management Limited

Shares with sales restrictions 0 0% 0 0% company

Gao Shuhua, the obligor for information disclosure of this equity change, and Gao Xiaodong, the company’s chairman, constitute persons acting in concert due to their father-son relationship.

2. Gao Shuhua has no relationship with Element Fund.

3． The transfer of shares under this agreement does not involve a tender offer.

4． This share agreement transfer will not result in a change in the company's controlling shareholder.

(2) Transaction background and purpose of this agreement transfer

Based on its own capital needs, the transferor reduces its shares in the company through agreement transfer. The transferee receives the company's shares based on its recognition of the company's development prospects and investment value, and the source of funds is its own or self-raised funds.

(3) Approval or other procedures that still need to be performed for the transfer of this agreement

This share transfer still requires compliance confirmation from the Shenzhen Stock Exchange and transfer procedures from the China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. There is still uncertainty as to whether this share transfer can be finalized. Investors are advised to pay attention to investment risks.

2. Introduction to the situation of both parties to the transfer agreement

(1) Basic information of the transferor

Name: Gao Shuhua

Gender: Male

Nationality: Chinese

Mailing address: Zhengding County, Shijiazhuang City, Hebei Province

The transferor does not have the circumstances stipulated in Articles 5, 6 and 9 of the "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 18 - Reduction of Shareholdings by Shareholders, Directors and Senior Managers".

(2) Basic information of the transferee

Fund name Element Zhiyuan Travel Thousand Miles No. 1 Private Securities Investment Fund Fund Manager Chongqing Element Private Securities Investment Fund Management Co., Ltd. Fund Registration Number SNH849

Fund manager registration number P1006654

Registered address of the administrator: Room 27-11, No. 16, Qingyun Road, Jiangbei District, Chongqing

Legal representative of the administrator Lin Daili

The registered capital of the manager is RMB 10 million.

Manager unified social credit 91500103091243568K

code

Manager enterprise type Limited liability company (natural person investment or holding) Manager business scope General projects: Private securities investment fund management services (except those that are subject to approval according to law)

Outside the project, independently carry out business activities in accordance with the law with a business license) Business period 2014-02-28 to no fixed period

Names of major shareholders: Lin Daili, Guo Yan

Mailing address: Room 27-11, No. 16, Qingyun Road, Jiangbei District, Chongqing

The share transfer price that Element Fund needs to pay all comes from funds raised by fund products.

(3) There is no related relationship between the transferor and the transferee in terms of equity, personnel, etc., and there is no other economic interest relationship such as partnership, cooperation, joint venture, etc.

3. Main contents of the share transfer agreement

(1) Subject of the agreement

Transferor: Gao Shuhua

Transferee: Chongqing Element Private Securities Investment Fund Management Co., Ltd. (representing "Element Zhiyuan Travel Thousand Miles No. 1 Private Securities Investment Fund")

(2) Main contents of the agreement

1． Transfer object

The transferor agrees to transfer 46,000,000 shares of Changshan Pharmaceutical Company (hereinafter referred to as the subject shares) held by it to the transferee, accounting for 5.0051% of the total number of shares of the company on the date of signing of the agreement. The transferee agrees to transfer the shares in accordance with the conditions and methods stipulated in the agreement.

The transferor agrees to transfer the subject shares held by it and all shareholder rights derived therefrom to the transferee. From the date of transfer of shares, all parties, as shareholders of the company, shall bear the corresponding rights and obligations of shareholders according to the proportion of the company's shares they hold in accordance with the company's articles of association and laws and regulations.

2. The price of this share transfer

The transfer price of each target share is RMB 46.25, and the total transfer price of the target shares is RMB 2,127.5 million.

3． payment terms

The transfer price of the underlying shares shall be paid by the transferee to the transferor in accordance with the payment method agreed in the agreement within 3 trading days after the transferee waives it in writing even though the following conditions (hereinafter referred to as "payment conditions") are satisfied or are not met but are exempted in writing by the transferee, or on other dates agreed upon in writing by both parties:

(1) This agreement has been signed and comes into effect, and Party A will disclose it within the prescribed information disclosure time limit; (2) This transaction has obtained the compliance confirmation document "Shenzhen Stock Exchange Listed Company Share Agreement Transfer Confirmation" issued by the Shenzhen Stock Exchange;

(3) There are no major differences in the information disclosed by the listed company, and there are no events that restrict, prohibit or cause the share transfer to be cancelled, or any events that have or will have a significant adverse impact on the listed company and the share transfer;

(4) In accordance with applicable laws, all transfer procedures materials that both parties should provide are complete;

(5) The transferor’s representations and warranties in this agreement will continue to be effective on the payment date.

4． Payment arrangements for this share transfer

In satisfying 3. Within three days after payment terms (1), the transferee shall pay RMB 212.75 million; within 10 days after paying the first installment, the transferee shall pay RMB 212.75 million; within 15 days after paying the above two installments, 3. After meeting all the payment conditions, the transferee paid RMB 638.25 million; within 30 days after the transfer was completed, the transferee paid RMB 1.06375 million.

5. Transfer of underlying shares

After the transferee pays 50% of the equity transfer price, which is RMB 1,063.75 million, in accordance with the relevant provisions of this agreement, both parties shall jointly go to the Shenzhen Stock Exchange and China Securities Depository and Clearing Corporation Shenzhen Branch within three working days to handle the procedures for transferring the subject shares to the name of the transferee.

If the transferor fails to transfer the shares to the transferee as stipulated in this agreement, the transferee has the right to immediately terminate this agreement. This agreement will be terminated from the date when the transferor receives the notice of termination. The transferor shall return the full amount of the transfer money collected to the transferee within one working day and bear liability for breach of contract as stipulated in this agreement.

6． Liability for breach of contract

If the transferee delays payment, it shall bear liquidated damages of 40,000% of the delay amount to the transferor for each natural day. If the first payment or the second payment is not paid after thirty working days of delay, the transferee shall be deemed to be in fundamental breach of contract.

Unless the transaction is delayed due to opinions from securities regulatory agencies (including but not limited to China Securities Regulatory Commission, Shenzhen Stock Exchange, Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., local securities regulatory bureaus) or other relevant government departments including but not limited to legislative, administrative and judicial departments at all levels, the transferor promises to promptly promote the transfer and delivery procedures of the target shares. The transferor promises to submit application materials to confirm the transaction to the exchange within three days after receiving the second payment agreed by the transferee, and complete the transfer of the underlying shares within thirty working days from the date of obtaining a compliance confirmation letter from the exchange and receiving the third payment agreed by the transferee. If the transferor fails to obtain a compliance confirmation letter from the exchange or the transfer of the underlying shares is not completed within thirty working days due to its own reasons, the transferor shall bear to the transferee a late payment fee of four ten thousandths of the total share transfer price under this agreement for each natural day for each day of delay beyond thirty working days. If the transfer is not completed after a delay of thirty working days, it will be deemed as a fundamental breach of contract by the transferor. The transferee has the right to terminate this agreement at any time. The termination notice will take effect when it reaches the transferor. The transfer fee shall be returned in the original way as stipulated in Article 7.

If any of the parties commits a fundamental breach of contract, the non-defaulting party shall have the right to terminate this Agreement at any time to the defaulting party. If the transferor fundamentally breaches the contract, the share transfer price already received by the transferor shall be returned to the transferee within five working days from the date of termination of this agreement, and liquidated damages shall be paid at 10% of the transfer price received. If the transferee commits a fundamental breach of contract when paying the agreed first payment or second payment, the transferor has the right to notify the transferee to terminate this agreement at any time, and the transferee shall pay the transferor a liquidated penalty of four ten thousandths of the delay amount for each natural day (calculated from the agreed payable date to the cancellation notice date).

7． This share transfer will be established and effective on the date the agreement is stamped and signed by both parties.

(3) Others

There are no stock price bets, share holdings, guaranteed income, excess income sharing, repurchase clauses, other interest division arrangements or supplementary agreements in this transfer agreement. There is no financial support, financing guarantee or other similar arrangements provided by the transferor, its affiliates or its designated third parties to the transferee.

4. The impact of this equity change on the company

1． This change in equity will not result in a change in the company's controlling shareholder, nor will it harm the interests of the company and other shareholders.

2. This transaction will not have any impact on the company's independence in personnel, assets, finance, business, institutions, etc.

5. Other instructions

1． Based on recognition of the company's development prospects and long-term investment value, the transferee promises not to actively reduce its holdings of the company's shares acquired through this transaction within 12 months from the date of completion of transfer registration of the target shares.

2. Relevant information disclosure obligors have prepared equity change reports in accordance with the "Measures for the Administration of Acquisitions of Listed Companies" and "Guidelines for the Content and Format of Information Disclosures by Companies that Offer Securities to the Public No. 15 - Equity Change Report" and other relevant regulations. For details, please refer to the "Simplified Equity Change Report (I)" and "Simplified Equity Change Report (II)" disclosed by the company on the cninfo.com (www.cninfo.com.cn) on the same day.

3． The transfer under this agreement does not violate the provisions of the "Measures for the Administration of Acquisitions of Listed Companies", "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 2 - Standardized Operations of GEM Listed Companies", "Interim Measures for the Management of Share Reductions by Shareholders of Listed Companies" and "Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 18 - Share Reductions by Shareholders, Directors and Senior Management" and other relevant laws, regulations and normative documents.

4． After the transfer of this agreement is completed, changes in the shares of the transferor and the transferee will strictly abide by laws and regulations such as the Company Law, the Securities Law, the GEM Stock Listing Rules, the Interim Measures for the Management of Share Reductions by Shareholders of Listed Companies, the Management Rules for the Company's Shares Held by Directors and Senior Managers of Listed Companies and their Changes, the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 18 - Reduction of Shareholdings by Shareholders, Directors and Senior Managers, and other laws and regulations, as well as other relevant regulations of the China Securities Regulatory Commission and Shenzhen Stock Exchange.

5. The transfer of this agreement still needs to obtain the compliance review and confirmation opinion of the Shenzhen Stock Exchange and go through the share transfer registration procedures at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., and the final implementation result is still uncertain. The company will pay close attention to the progress of the transfer of this agreement and timely perform its information disclosure obligations in accordance with relevant laws and regulations. Investors are kindly requested to invest rationally and pay attention to investment risks.

6. Documents for reference

1． Agreements related to the transfer of this agreement

2. Commitment letter

3． "Simplified Equity Change Report (1)"

4． "Simplified Equity Change Report (2)"

5. Other documents required by Shenzhen Stock Exchange

Board of Directors of Hebei Changshan Biochemical Pharmaceutical Co., Ltd.

November 21, 2025