Tonghua Dongbao’s announcement on the release and re-pledge of the controlling shareholder’s shares
Securities code: 600867 Securities abbreviation: Tonghua Dongbao Announcement number: 2026-007 Tonghua Dongbao Pharmaceutical Co., Ltd.
Announcement on the release and re-pledge of the controlling shareholder’s shares
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:
The controlling shareholder of Tonghua Dongbao Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company" or the "Company") Dongbao Industrial Group Co., Ltd. (hereinafter referred to as the "Dongbao Group") and its persons acting in concert hold a total of 641,362,975 shares of the company, accounting for 32.75% of the company's current total shares; the cumulative number of pledged shares of the company held by Dongbao Group and its persons acting in concert (after this release and re-pledge) is 574,439,472 shares, accounting for 89.57% of the total shares of the company held by it and persons acting in concert, accounting for 29.33% of the company's current total shares. Among them: Dongbao Group holds 619,500,796 shares of the company, accounting for 31.63% of the company's current total shares. The cumulative pledged number of company shares held by Dongbao Group (after this release and re-pledge) is 574,439,472 shares, accounting for 92.73% of the total company shares it holds, accounting for 29.33% of the company's current total shares.
On January 16, 2026, the company received a notification letter from Dongbao Group regarding the release and re-pledge of shares. The details are as follows:
1. Details of the release of the company’s controlling shareholder’s share pledge
On January 13, 2026, Dongbao Group completed the pledge release procedures for 28,000,000 shares without selling restrictions that were pledged to the Tonghua Branch of China Construction Bank Co., Ltd. at the Shanghai Branch of China Securities Depository and Clearing Corporation. The specific situation is as follows:
Shareholder name Dongbao Group
The shares (shares) to be disposed of this time 28,000,000
Proportion of shares held by it (%) 4.52
Proportion of total share capital of the company (%) 1.43
Time of decomposition January 13, 2026 Number of shares held (shares) 619,500,796
Shareholding ratio (%) 31.63
Number of remaining pledged shares (shares) 534,439,472
The remaining number of pledged shares as a proportion of its shares held (%) 86.27
The remaining number of pledged shares accounts for the total share capital of the company (%) 27.29
2. Specific conditions of share pledges by the company’s controlling shareholders and persons acting in concert
(1) Basic situation of the controlling shareholder’s share pledge
On January 15, 2026, Dongbao Group settled in the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
The company completed the process of pledging the 40,000,000 unrestricted tradable shares it held to China Construction Bank shares.
The pledge procedures of Tonghua Branch of Co., Ltd. The specific situation is as follows:
occupy its share of the company
Whether it is whether whether it is pledge financing
Pledged shares this time Shares held Total share capital
Name Limited to holding Supplement Pledge starting date Pledge expiration date Number of pledgee capital (shares) Ratio Ratio
Shareholder Share Sale Pledge Purpose (%) (%)
China Construction Bank
Toho repays debt
Yes 40,000,000 No No 2026.1.15 2027.1.15 Co., Ltd. 6.46 2.04
Group Wutonghua Branch
The above-mentioned shares pledged to Tonghua Branch of China Construction Bank Co., Ltd. are mainly used to repay debts.
There is no guarantee or other protection purpose for major asset restructuring, performance compensation and other matters.
(2) Accumulated shares pledged by controlling shareholders and persons acting in concert
As of the announcement date, the cumulative pledged shares of Dongbao Group and its parties acting in concert are as follows:
Situation of pledged shares Situation of unpledged shares Pledged shares
Shareholding ratio Accumulated before this pledge Accumulated after this pledge Held by the company’s president Pledged shares Unpledged Unpledged shareholders Number of shares held Pledged shares
Example: Calculate the number of pledges Calculate the number of pledges Shares Share capital Number of shares Number of shares Name of shares (shares) Number of shares frozen
(%) (share) (share) Proportion Proportion Restricted shares Number of frozen shares
(%) (%) Shares Number of shares Number of shares (shares)
Quantity (shares) (shares)
(shares)
Toho
619,500,796 31.63 534,439,472 574,439,472 92.73 29.33 0 0 0 0Group
Li Yikui 11,328,579 0.58 0 0 0 0 0 0 0 0
Li Jiahong 5,279,900 0.27 0 0 0 0 0 0 0 0Tonghua Shengrui
Enterprise management 5,253,700 0.27 0 0 0 0 0 0 0 0 Center (with
limited partnership)
Total 641,362,975 32.75 534,439,472 574,439,472 89.57 29.33 0 0 0 0Note: The above calculation results of the change ratio may be different due to the number of reserved digits.
3. Pledge of Shares by the Company’s Controlling Shareholders and Persons Acting in Concert
(1) Pledged shares due to expire within the next six months and one year by the controlling shareholder and its persons acting in concert 70,000,000
The number of pledged shares of Dongbao Group that will expire in the next six months is
11.30% 3.57% 280 million yuan; the future proportion, accounting for the company's total share capital, corresponding to the financing balance
The number of pledged shares that will expire within the year (excluding pledged shares that expire within half a year) is 155,500,000 shares, accounting for
25.10% 7.94%, 5 million yuan. The proportion of shares held in the company's total share capital, corresponding to the financing balance of 65
Dongbao Group has the ability to repay funds, and the sources of repayment funds include operating income, stock dividends, investment income and share reductions.
(2) As of the date of the announcement, Dongbao Group has no non-operating fund occupation, illegal guarantees, related transactions, etc. that infringe the company's interests.
(3) Impact of pledge matters by controlling shareholders and persons acting in concert on listed companies
- Possible impact on the company’s production and operations:
This share pledge by the controlling shareholder will not have any impact on the company's production and operations.
- Possible impact on corporate governance:
This share pledge by the controlling shareholder will not have any impact on corporate governance and will not lead to a change in actual control.
- It may have an impact on the controlling shareholder’s performance of performance compensation obligations:
The controlling shareholder has no performance compensation obligations to fulfill.
(4) The specific use of the funds raised by the controlling shareholder’s pledge and the expected source of repayment funds
The specific purpose of the funds raised from this pledge is to repay debts.
Estimated sources of repayment funds: operating income, stock dividends, investment income and other income, etc.
(5) Credit status of controlling shareholders
- Basic situation
Registration date of Dongbao Group: October 20, 1992; registered capital 25,900 RMB 10,000; registered address: Dongbao Xincun, Tonghua County; main business: purchase and sale of building materials, machinery and equipment, import of raw and auxiliary materials, machinery and equipment spare parts required for production (except for nationally restricted Class I and II commodities); the enterprise operates the enterprise or its member enterprises, self-produced products and related products Related technology export business; operating the import business of raw and auxiliary materials, mechanical equipment, instruments, spare parts and other commodities and related technologies required for the production and scientific research of the enterprise or its member enterprises; undertaking Sino-foreign joint ventures and cooperative production and carrying out "three to one supplement" business; project investment. (The following projects are operated in the branch); R&D, production and sales of biological products, Chinese patent medicines, chemicals, medical devices, food, health products and cosmetics; medical technical services and achievement transfer; corporate management consulting and health management consulting; ginseng planting and primary processing; intelligent information engineering development, design and construction; engaged in the field of network technology Technology development and services within; catering hotels, shopping plazas, leisure and fitness, indoor entertainment services; children's playgrounds, cinemas, parking lots services; supermarket comprehensive sales; venue rental, house rental, stall rental, commodity promotion services, shopping mall management, property management, advertising design and release; production and supply of tap water; heat supply services.
- Main financial data Unit: 10,000 yuan
business activity assets
bank loan
Total assets Total liabilities Total current liabilities Net assets Operating income Net profit Total cash flow generated
net amount latest
1,118,467.95 535,021.35 480,964.90 410,638.56 583,446.60 222,111.19 -34,939.06 67,780.23 One year
Recently
1,205,833.35 554,549.47 509,775.03 384,900.87 651,283.88 236,372.46 106,485.62 55,495.43 Phase I
- Solvency index
Assets and liabilities Current ratio Quick ratio Cash/current liabilities Available financing Major Debt overdue or default External rate (%) Rate (%) Rate (%) Ratio (%) Channels and credit lines Contingent liabilities Records and corresponding amounts Guarantees
Banks and other financial institutions
45.99 138.62 76.90 14.42 None None No credit line of RMB 5,996 million
Bond issuance by the controlling shareholder: None.
The controlling shareholder is involved in major litigation or arbitration due to debt issues: None.
Dongbao Group should analyze whether there are debt repayment risks based on its own financial strength, available financing channels and credit lines.
Dongbao Group's main sources of funds include operating income, stock dividends, investment income and other income. Judging from the current financial situation, the asset-liability ratio is relatively high, the revenue level is not high enough, and the current ratio, quick ratio, and cash ratio indicators are relatively low. The main reason is that funds are still occupied for investment projects, and products under development require R&D investment, which brings certain pressure and risks to repay debts. However, judging from the long-term development prospects of Dongbao Group, the projects currently invested and the products under development will gradually enter the recovery period, the operating capacity will gradually improve, and the cash inflow will gradually improve.
The financing channels available to Dongbao Group are banks and other financial institutions (including trust investment companies, securities companies, etc.), with a credit line of 5.996 billion yuan. Dongbao Group will increase its operating efforts, accelerate the transformation of research and development results, speed up the withdrawal of funds, reduce the amount of pledged financing, reasonably control the pledge ratio, and promote the sound and healthy development of the enterprise.
(6) Transactions between the controlling shareholder and the company
In 2024, the company’s related-party transactions with its controlling shareholder Dongbao Group and its major subsidiaries:
Related-related transactions in 2024 by product or service, etc.
Related person Description of related relationship Transaction amount category Further classification
(Ten thousand yuan) Tonghua Lijing Energy Heat, a wholly-owned subsidiary of Dongbao Group
Acceptance of heating services 69.40 Purchase of Goods, Power Co., Ltd.
merchandise
Accepting water supply from related parties Dongbao Group, the company’s controlling shareholder 87.96 Procurement agency, entrusting related parties with procurement through agency method
Tonghua Dongbao Group becomes a wholly-owned subsidiary of Dongbao Group
Goods and exports Equipment and raw and auxiliary materials required for production and exports 1,058.04
export co., ltd.
Oral business Oral pharmaceutical business
Tonghua Dongbao Wuyao is a wholly-owned subsidiary of Dongbao Group
Providing labor services Providing pharmaceutical processing services to related parties 46.94 Co., Ltd.
Jilin Hengde Environmental Protection Co., Ltd. is a wholly-owned subsidiary of Dongbao Group
Accept labor services Accept environmentally friendly treatment 1,449.33 Co., Ltd.
Jilin Hengde Environmental Protection Co., Ltd. is a wholly-owned subsidiary of Dongbao Group
Sales of steam to related parties 191.02
Ltd. Company
selling goods
Tonghua Lijing Energy Heat, a wholly-owned subsidiary of Dongbao Group
Sale of raw coal 101.76
Power Co., Ltd.
Providing leasing Jilin Hengde Environmental Protection Co., Ltd., a wholly-owned subsidiary of Dongbao Group
Providing Equipment Rental 176.99 Business Co., Ltd.
The above-mentioned related transactions are all related transactions that occur in the company's daily operations and do not harm the company's interests. There are no other capital transactions, external guarantees, external investments or other major interest transactions between the company and Dongbao Group and its subsidiaries.
(7) Pledge risk assessment
Dongbao Group currently has a high proportion of share pledges. The specific reason for this is the accumulated project investment and R&D investment over the years. If the stock price changes, it will lead to the risk of insufficient supplementary pledges, the risk of a reduction in bank credit lines, and the risk of liquidation or forced liquidation. Facing possible risks: Dongbao Group will reduce the scale of investment, increase operating efforts, revitalize existing assets, accelerate the transformation of research and development results, speed up the withdrawal of funds, reduce the amount of pledged financing, and reasonably control the pledge ratio. At the same time, measures including but not limited to additional guarantees, early repayment, reduction of shareholdings and other measures will be taken to deal with possible risks. Taking the above measures will not only reduce pledge risks, but also better support the development of listed companies, safeguard the interests of small and medium-sized shareholders, and put enterprises on the track of sound and healthy development.
The company will promptly perform its information disclosure obligations in accordance with relevant regulations, and investors are advised to pay attention to the risks.
Announcement is hereby made.
Board of Directors of Tonghua Dongbao Pharmaceutical Co., Ltd.
January 17, 2026