-- Announcement on Shareholding Increase Plan for the Controlling Shareholder
Securities code: 601607 Securities abbreviation: Shanghai Pharmaceuticals Announcement number: Lin 2025-083
Shanghai Pharmaceutical Group Co., Ltd.
Announcement of controlling shareholder’s plan to increase shareholding
The company's board of directors, all directors and relevant shareholders 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:
Basic information on the holding entities
SI International Investment Co., Ltd. (hereinafter referred to as "SI International"), the entity that increases its holdings, is a wholly-owned subsidiary of Shanghai Industrial (Group) Co., Ltd. (hereinafter referred to as "SI Group"), the controlling shareholder of Shanghai Pharmaceuticals Group Co., Ltd. (hereinafter referred to as the "Company" or "Shanghai Pharmaceuticals"). It increased its holdings of 100,000 H shares of the company on September 15, 2025. After this increase, SI International holds 300,538,000 of the company's H shares. H shares, accounting for 8.104% of the company's total share capital.
Main contents of the shareholding increase plan
Based on confidence in the company's future development, the company's controlling shareholder SI Group plans to use its wholly-owned subsidiary SI International to increase its holdings of the company's H shares through centralized bidding through the Hong Kong Stock Exchange system within the next 12 months. The total number of shares held will increase from 55 million shares to 74 million shares, which shall not exceed the number of shares with voting rights of the company. 2%. There is no fixed price range for this holding increase. The stock holdings increase will be carried out based on the capital market conditions. The source of funds is SI International's own funds.
Risk of failure to implement the shareholding increase plan
The implementation of the shareholding increase plan may involve the risk of not meeting expectations due to changes in the securities market and other factors. Investors are advised to pay attention to investment risks.
1. Basic situation of the main holdings
Name of the entity that increased the holding: Shanghai Industrial International Investment Co., Ltd.
Controlling shareholder, actual controller Yes No identity as the main body to increase holdings
Persons acting in concert with the controlling shareholder and actual controller Yes No
Shareholders directly holding more than 5% of shares Yes No
Directors, supervisors and senior managers Yes No
Others:__________
Number of shares held ____300,438,000 ___ shares
Shareholding ratio
8.102%
(Accounting for total share capital)
Within 12 months before this announcement
Yes (Completion status of shareholding increase plan: )
Whether the holding-increasing entity discloses the holding-increasing plan?
No
row
The entities that increased their holdings in the 6 months before this announcement
Yes No
Is there any reduction in holdings?
There are persons acting in concert among the above-mentioned holding increase entities:
Name of shareholder Number of shares held Shareholding proportion Reasons for the formation of concerted action relationship
(shares)
Group 1 Shanghai Industrial According to the "About Authorizing Shanghai Industrial (Group) Co., Ltd. 1 Group) Co., Ltd. to uniformly operate Shanghai Offshore and Offshore Industrial Co., Ltd. and its major overseas group companies (Group) 1,125,317,837 30.345% and Shanghai Industrial (Group) Co., Ltd. 2 Decision on State-owned Assets" (Shanghai State-owned Assets Supervision and Administration Commission [1998] No. 6), Shanghai State-owned Assets Supervision and Administration Commission
Authorizes SI Group to operate and manage Shanghai Shang Shi (collectively 3 1,125,817,837 30.359% group) Co., Ltd., so SI Group has control over Shanghai Shang Shi
right.
1 The number of shares held by Shanghai Industrial (Group) Co., Ltd. includes the company’s shares held by Shanghai Industrial Investment Management Consulting Co., Ltd.
500,000 A shares.
2 The number of shares held by Shanghai Shangshi (Group) Co., Ltd. includes the 221,801,798 A shares of the company held by it, through Shanghai Tandong Enterprise
The 187,000,000 A shares of the company held by Consulting Services Co., Ltd. are held by Shanghai Pharmaceutical (Group) Co., Ltd.
716,516,039 A shares.
3 Note: There is a difference in the mantissa between the total and detailed numbers in the above table, which is due to the rounding of the percentage results.
2. The situation of this holding increase
Has the shareholding been increased this time? Yes No
Name of the entity that increased the holding: Shanghai Industrial International Investment Co., Ltd.
Amount of first increase in shareholding H shares: HKD 1.22471 million
First increase in the number of shares held: H shares: 100,000 shares
Increase shareholding ratio for the first time
H shares: 0.003%
(Accounting for total share capital)
Before this increase in holdings:
Number of shares held before and after the first increase in holdings. H shares held 300,438,000 shares, accounting for 8.102% and proportion. After this increase in holdings:
H shares hold 300,538,000 shares, accounting for 8.104%
Yes (Content: The company will continue to implement the subsequent shareholding increase plan of the shareholding increase entity in accordance with this shareholding increase plan.
Subsequent increase in holdings)
and content
No
Note: There is a difference in the mantissa between the total and detailed numbers in the above table, which is due to the rounding of the percentage results.
3. Main contents of the shareholding increase plan
Name of the entity that increased the holding: Shanghai Industrial International Investment Co., Ltd.
Based on the company's confidence in the company's future sustainable and stable development and long-term investment value, it is planned to increase its shareholding.
recognition and enhance investor confidence
Type of shares to be increased: H shares of the company
The proposed method of increasing the shareholding is through centralized bidding through the system of The Stock Exchange of Hong Kong Limited. The amount of the proposed increase in the shareholding is /
Number of shares to be increased: H shares: 55 million to 74 million shares
1.5%～2%
Proportion of proposed increase in shareholding According to Hong Kong’s Code on Corporate Acquisitions, Mergers and Share Buy-backs (“Acquisitions (Total Share Capital) Code”), those who hold 30% but not more than 50% of the voting rights of a listed company
A mandatory offer is required when a controlling shareholder (together with its persons acting in concert) further increases its holdings so that its voting rights increase by more than 2% based on the minimum percentage in the 12 months preceding the increase in holdings. It is expected that this shareholding increase plan will not trigger SI Group's mandatory offer obligations under the Takeovers Code, and the company will maintain sufficient public float of issued shares.
Do not set a price range, and choose opportunities to increase stock holdings based on capital market conditions. Plan to increase share prices.
hold.
The implementation period of this holding increase plan is from September 15, 2025 to September 14, 2026
Source of funds for planned increase in shareholding: own funds
SI International Investment Co., Ltd. promises to increase its holdings during the implementation period of this holdings increase plan.
and will not reduce its holdings of company shares within 6 months after completing the increase in holdings.
4. Risk warning related to shareholding increase plan
The implementation of the shareholding increase plan may involve the risk of not meeting expectations due to factors such as changes in the securities market.
The company will continue to pay attention to the relevant situation of SI Group and its persons acting in concert with the increase in the company's shares, and will promptly perform information disclosure obligations in accordance with relevant rules.
5. Other instructions
Since the company is listed on the Shanghai Stock Exchange and the Stock Exchange of Hong Kong Limited at the same time, the controlling shareholder must comply with the rules and requirements of the two markets during the period when buying and selling the company's shares.
This increase in holdings is in compliance with relevant laws, regulations, departmental rules and regulatory rules such as the Securities Law of the People's Republic of China, the Hong Kong Securities Regulatory Commission's Code of Corporate Acquisitions, Mergers and Share Repurchases. SI Group and SI International promise not to reduce their holdings of the company's shares during the implementation of this shareholding increase plan and within 6 months after completion of the shareholding increase.
Announcement is hereby made.
Shanghai Pharmaceutical Group Co., Ltd.
Board of Directors September 16, 2025