-- Indicative Announcement on Adjustment of Equity Held by the Controlling Shareholder
Securities code: 601607 Securities abbreviation: Shanghai Pharmaceuticals Announcement number: Lin 2025-092
Shanghai Pharmaceutical Group Co., Ltd.
Indicative announcement on the adjustment of the controlling shareholder’s equity
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:
This equity adjustment is the result of the Shanghai State-owned Assets Supervision and Administration Commission (hereinafter referred to as the "Shanghai State-owned Assets Supervision and Administration Commission") adjusting the 100% equity it holds in Shanghai Industrial (Group) Co., Ltd. (hereinafter referred to as "SI Group") to the entire Shanghai Industrial (Group) Co., Ltd. (hereinafter referred to as "Shanghai SI"). It is held by the capital subsidiary Jinzhong International Holdings Co., Ltd. (hereinafter referred to as "Jinzhong Holdings"), thereby increasing the shares held and controlled by Shanghai Shangzhi in Shanghai Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company") from the original 25.303% to 38.487% (hereinafter referred to as the "this adjustment").
According to the provisions of Article 63, Paragraph 1, Item (1) of the "Measures for the Administration of Acquisitions of Listed Companies", this equity adjustment is in compliance with the circumstances that exempt the company from issuing a tender offer.
This equity adjustment will not lead to changes in the company’s controlling shareholder and actual controller. The actual controller is still the Shanghai State-owned Assets Supervision and Administration Commission.
1. Basic situation of this equity adjustment
On October 13, 2025, the company received the "Notice of the Municipal State-owned Assets Supervision and Administration Commission on Matters Related to the Equity Adjustment of Shanghai Industrial (Group) Co., Ltd." (Shanghai State-owned Assets Supervision and Administration Commission [2025] No. 192) issued by the actual controller Shanghai State-owned Assets Supervision and Administration Commission, and adjusted all the equity of Shanghai Industrial (Group) Co., Ltd. to Jinzhong International Holdings Co., Ltd.
After this equity adjustment, the company's shares held and controlled by Shanghai Shangzhi increased from the original 25.303% to 38.487%. This equity adjustment will not lead to changes in the company's controlling shareholder and actual controller. The company's actual controller is still the Shanghai State-owned Assets Supervision and Administration Commission.
Item (1) of Article 63, Paragraph 1, of the "Measures for the Administration of Acquisitions of Listed Companies" stipulates: "Investors may be exempted from making an offer under any of the following circumstances: The free transfer, change, or merger of state-owned assets with the approval of the government or the state-owned assets management department, resulting in the investor's equity shares in a listed company accounting for more than 30% of the company's issued shares." This equity adjustment complies with the relevant provisions of Article 63, Paragraph 1, Item (1) of the "Measures for the Administration of Acquisitions of Listed Companies", and the acquirer is exempt from making an offer.
Before this equity adjustment, the company’s equity control structure is as follows 1:
SIIC Group was registered in Hong Kong in July 1981 in accordance with Hong Kong laws, and the actual investor is the Shanghai State-owned Assets Supervision and Administration Commission.
In June 1996, the Shanghai Municipal People's Government agreed to register and establish Shanghai SIIC, a wholly state-owned company within the territory, and serve as the domestic executive headquarters of SIIC Group. In August of the same year, Shanghai Shangshi was established by the Shanghai State-owned Assets Supervision and Administration Commission in Shanghai.
1 Shanghai SI will transfer its 100% equity interest in Shanghai Tandong Enterprise Consulting Services Co., Ltd. ("Shanghai Tandong") to SI International Investment Co., Ltd. ("SI International") (see company announcement 2025-085 for details), and SI The transaction in which Shanghai Shanghai Yangtze River Delta Ecological Development Co., Ltd. transferred its 40% equity stake in Shanghai Pharmaceuticals (Group) Co., Ltd. ("Shanghai Group") to Shanghai Shanghai Pharmaceuticals (see company announcement 2025-086 for details) has recently completed industrial and commercial change registration.
SI International has increased its holdings of the company's shares in accordance with the latest round of shareholding increase plan (see company announcement 2025-083 for details) and holds 301,418,000 H shares of the company as of the date of this announcement. In the equity control structure diagram before and after the equity adjustment, SI Group indirectly holds 500,000 A shares of the company through Shanghai SIIC Investment Management Consulting Co., Ltd., indirectly holds 301,418,000 H shares of the company through SI International, and indirectly holds 187,000,000 A shares of the company through Shanghai Tandong. In total, it controls 488,918,000 shares of the company, accounting for 13.184% of the company's total share capital. Established with funding from the city.
According to the relevant documents issued by the Shanghai State-owned Assets Supervision and Administration Commission in June 1998, the state-owned assets of Shanghai SIIC and its subsidiaries were authorized to be managed by SIIC Group for unified management.
After this equity adjustment, the shares held and controlled by Shanghai Shangshi increased from the original 25.303% to 38.487%. The basic situation of Shanghai Shangshi is as follows:
Company name Shanghai Shangshi (Group) Co., Ltd.
Registered capital 1,859 million yuan
Enterprise type limited liability company (solely state-owned)
Legal representative Leng Weiqing
Business period: August 20, 1996 to no fixed period
Industrial investment, domestic trade (except for special provisions), business scope and management of state-owned assets within the authorized scope. [Projects that require approval according to law can only be operated after approval by relevant departments.
Activities]
Jinzhong Holdings is a wholly-owned subsidiary of Shanghai Shangshi established in Hong Kong in May 2025, with a registered capital of HKD 1 million.
After the equity adjustment is completed, the company’s equity control structure chart is as follows:
2. Subsequent matters involved in this equity adjustment
(1) This equity adjustment will not lead to changes in the company’s controlling shareholders and actual controllers;
(2) The company will pay close attention to the progress of the above matters and timely perform its information disclosure obligations in accordance with relevant laws and regulations and the relevant provisions of the Shanghai Stock Exchange.
Announcement is hereby made.
Board of Directors of Shanghai Pharmaceutical Group Co., Ltd.
October 15, 2025