Lukang Pharmaceutical’s announcement on increasing capital to two wholly-owned subsidiaries
Securities code: 600789 Securities abbreviation: Lukang Pharmaceutical Announcement number: 2025-055
Shandong Lukang Pharmaceutical Co., Ltd.
Announcement on increasing capital to two wholly-owned subsidiaries
The company's board of directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents.
Important content reminder:
Name of investment target: Shandong Lukang Biopesticide Co., Ltd. (hereinafter referred to as "Biopesticide Company"), Shandong Lukang Zerun Pharmaceutical Co., Ltd. (hereinafter referred to as "Zerun Company")
Investment amount: Biopesticide Company increased capital by RMB 108.75 million, Zerun Company increased capital by RMB 27 million
This capital increase has been reviewed and approved at the eleventh (extraordinary) meeting of the eleventh board of directors of the company and does not need to be submitted to the company's shareholders' meeting for review.
This capital increase is not a related transaction and does not constitute a major asset reorganization as stipulated in the "Administrative Measures for Major Asset Reorganization of Listed Companies".
Other risk matters that investors need to pay attention to
This capital increase is a decision based on the company's development strategy and long-term interests, but it may still face risks caused by uncertain factors such as macroeconomics, national policies, and market environment. The company will actively take appropriate management measures to strengthen risk management and control capabilities and manage and control risks.
1. Overview of this transaction
(1) Overview of this transaction
- Overview of this transaction
Shandong Lukang Biopesticide Co., Ltd. (hereinafter referred to as the "Biopesticide Company") and Shandong Lukang Zerun Pharmaceutical Co., Ltd. (hereinafter referred to as the "Zerun Company") are both wholly-owned subsidiaries of the company. In order to promote the Lukang pesticide sector and sales sector to become bigger and stronger and meet the needs of business expansion, the company plans to increase the registered capital of the above two companies with its own funds. After the capital increase is completed, the registered capital of Biopesticide Company will increase from 41.25 million yuan to 150 million yuan, and the registered capital of Zerun Company will increase from 3 million yuan to 30 million yuan.
- Transaction elements of this transaction
□Newly established company
Capital increase in existing company (same proportion □not same proportion) ☑ ☑
--Type of company before capital increase: Wholly owned subsidiary □Holding subsidiary☑
investment type
□A company with a shareholding □A company without a shareholding
□Invest in new projects
□Others: _________
Shandong Lukang Biopesticide Co., Ltd.; the name of the public investment target of Shandong Lukang Zerun Pharmaceutical Co., Ltd.
Division
Determined, specific amount (10,000 yuan): 13,575__ ☑
Investment amount
□ Not yet determined
Cash
☑
Own funds
☑
□Raise funds
□Bank loan
Investment method
□Others:_____
□Physical assets or intangible assets
□Equity
□Others:______
Is it cross-border? Yes No
☑
(2) The deliberation status of the board of directors and whether it needs to be reviewed and approved by the shareholders’ meeting and approved by relevant departments.
The company held the 11th (extraordinary) meeting of the 11th board of directors on December 11, 2025, and reviewed and approved the "Proposal on Increasing Capital for Two Wholly-Owned Subsidiaries" with 9 votes in favor, 0 votes against, and 0 abstentions. This capital increase is within the approval authority of the company's board of directors and does not need to be submitted to the company's shareholders' meeting for review.
(3) This capital increase does not constitute a related transaction stipulated in the "Shanghai Stock Exchange Stock Listing Rules" and the "Articles of Association", nor does it constitute a major asset reorganization stipulated in the "Administrative Measures for Major Asset Restructuring of Listed Companies".
2. Basic information on investment targets
(1) Overview of investment targets
The investment targets this time are Biopesticide Company and Zerun Company, both of which are wholly-owned subsidiaries of the company.
(2) Specific information on investment targets
- Investment target 1
(1) Basic information on the capital increase target
Investment type Capital increase in existing company (same proportion □ non-same proportion)
☑ ☑
Type of target company (before capital increase) Wholly-owned subsidiary
Full name of legal person/organization Shandong Lukang Biopesticide Co., Ltd.
_ 91371425727579391D ____________
☑
Unified social credit code
□ Not applicable
Legal representative Zhu Yuandong
Date of establishment 2001/04/26
Registered capital 41.25 million yuan
Paid-in capital 41.25 million yuan
Registered address North end of Jinneng Avenue, Qihe County, Dezhou City, Shandong Province
Main office address: North end of Jinneng Avenue, Qihe County, Dezhou City, Shandong Province
Controlling shareholder/actual controller Shandong Lukang Pharmaceutical Co., Ltd.
Production and sales of biopesticides, fungicides, herbicides, plant growth regulators, plant virus control agents, biological fermentation intermediates, and chemical synthesis intermediates; sales: chemical fertilizers, veterinary drugs; Jade's main business
Rice processing and sales; primary processing activities of agricultural products; grain purchase; export business of self-produced products and technologies of the enterprise and import business of mechanical equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise. Industry C263 Pesticide manufacturing
(2) Financial data of the capital increase target in the latest year and period
Unit: 10,000 yuan September 30, 2025 December 31, 2024
subjects
(Unaudited) (Audited)
Total assets 14,497.14 15,893.81 Total liabilities 9374.72 11399.66 Total owners’ equity 5122.42 4494.15 Asset-liability ratio 64.67% 71.72% 2025 January-September 2024
subjects
(Unaudited) (Audited)
Operating income 25,983.92 28,344.21 Net profit 628.27 434.37
(3) Equity structure before and after capital increase
Unit: 10,000 yuan
Before capital increase After capital increase
Serial number Shareholder name Proportion Proportion Amount of capital contribution Amount of capital contribution
(%) (%)Shandong Lukang Pharmaceutical Co., Ltd.
1 4125 100 15000 100 (listed company)
Total 4125 - 15000 -
- Investment target 2
(1) Basic information on the capital increase target
Investment type Capital increase in existing company (same proportion □ non-same proportion)
☑ ☑
Type of target company (before capital increase) Wholly-owned subsidiary
Full name of legal person/organization Shandong Lukang Zerun Pharmaceutical Co., Ltd.
913708007939202520___________
☑
Unified social credit code
□ Not applicable
Legal representative Liang Weimin
Date of establishment 2006/09/19
Registered capital 3 million yuan
Paid-in capital 3 million yuan
Registered address No. 6 Dongwaihuan Road, High-tech Zone, Jining City, Shandong Province (one license, multiple addresses) Main office address No. 6, Dongwaihuan Road, High-tech Zone, Jining City, Shandong Province (one license, multiple addresses) Controlling shareholder/actual controller Shandong Lukang Pharmaceutical Co., Ltd.
Sales of special chemical products (excluding hazardous chemicals); sales of chemical products (excluding licensed chemical products); sales of first-class medical equipment; leasing of first-class medical equipment; sales of second-class medical equipment; second main business
Rental of medical equipment; sales of specialized veterinary equipment; sales of feed additives; sales of food additives; purchase of Chinese herbal medicines; purchase and sale of real estate Chinese herbal medicines (excluding Chinese herbal medicine pieces), etc.
Industry F515 Wholesale of medicine and medical equipment
(2) Financial data of the capital increase target in the latest year and period
Unit: 10,000 yuan September 30, 2025 December 31, 2024
subjects
(Unaudited) (Audited)
Total assets 8824.71 8534.71 Total liabilities 7168.03 6963.99 Total owners’ equity 1656.68 1570.72 Asset-liability ratio 81.23% 81.60% 2025 January-September 2024
subjects
(Unaudited) (Audited)
Operating income 45530.18 52242.22 Net profit 85.95 151.12
(3) Equity structure before and after capital increase
Unit: 10,000 yuan
Before capital increase After capital increase
Serial number Shareholder name Proportion Proportion Amount of capital contribution Amount of capital contribution
(%) (%)
Shandong Lukang Pharmaceutical Co., Ltd.
1 300 100 3000 100 (listed company)
Total 300 - 3000 -
(3) Investment methods and related circumstances
The company increased the capital of the above two wholly-owned subsidiaries with its own funds, and the source of funds does not belong to raised funds.
3. The impact of this capital increase on listed companies
This capital increase is intended to meet the actual operating and development needs of the subsidiary and is conducive to promoting the healthy operation and sustainable development of the subsidiary. This capital increase will not cause changes in the scope of the company's consolidated statements, will not have a significant adverse impact on the company's financial status and operating conditions, and will not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
4. Risk warning for this capital increase
This capital increase is a decision based on the company's development strategy and long-term interests, but it may still face risks caused by uncertain factors such as macroeconomics, national policies, and market environment. The company will actively take appropriate management measures to strengthen risk management and control capabilities and manage and control risks. Investors are kindly requested to invest rationally and pay attention to investment risks.
Announcement is hereby made.
Board of Directors of Shandong Lukang Pharmaceutical Co., Ltd.
December 12, 2025