Announcement of Capital Pharmaceutical Holdings (Beijing) Co., Ltd. on requesting the shareholders’ meeting to authorize the board of directors to issue shares to specific objects through simplified procedures
Securities code: 688197 Securities abbreviation: Shoudao Holdings Announcement number: 2026-012
Capital Pharmaceutical Holdings (Beijing) Co., Ltd.
Regarding the proposal to the shareholders’ meeting to authorize the board of directors to adopt a simplified procedure
Announcement of issuance of shares to specific objects
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 bear individual and joint liability for the authenticity, accuracy and completeness of its contents.
1. Overview
In accordance with the "Measures for the Registration and Administration of Securities Issuance by Listed Companies", the "Shanghai Stock Exchange Listed Companies' Securities Issuance and Listing Review Rules", the "Shanghai Stock Exchange Listed Companies' Implementation Rules for the Securities Issuance and Underwriting Business" and other relevant regulations, Capital Pharmaceutical Holdings (Beijing) Co., Ltd. (hereinafter referred to as the "Company") held the 13th meeting of the second session of the Board of Directors on April 16, 2026. The meeting reviewed and approved the "About "Proposal to Request the Shareholders' Meeting to Authorize the Board of Directors to Issuance of Stocks to Specific Objects through Simple Procedures", agrees with the company's board of directors to request the shareholders' meeting to authorize the board of directors to issue stocks to specific objects with a total financing amount of no more than RMB 300 million and no more than 20% of the net assets at the end of the most recent year and handle related matters. The authorization period is from the date of review and approval by the 2025 annual shareholders' meeting to the date of the 2026 annual shareholders' meeting.
This proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review and approval by a special resolution.
2. Specific content of this authorization
The matters submitted to the shareholders’ meeting for authorization include the following:
(1) Confirm whether the company meets the conditions for issuance of shares to specific objects through simplified procedures
The board of directors is authorized to conduct self-examination and demonstration of the company's actual situation in accordance with the provisions of the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Measures for the Registration and Management of Securities Issuance of Listed Companies" and other relevant laws, regulations and normative documents, and confirm whether the company meets the conditions for issuance of shares to specific objects through simplified procedures.
(2) Type and number of shares issued
The types of shares issued this time are domestically listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. When issuing stocks whose total financing amount does not exceed RMB 300 million and does not exceed 20% of the net assets at the end of the most recent year, the number of shares to be issued shall be determined by dividing the total amount of funds raised by the issuance price and shall not exceed 30% of the total share capital of the company before issuance.
(3) Issuance method and issuance time
This issuance adopts the method of issuing shares to specific objects through simple procedures. The board of directors will choose an appropriate time to initiate issuance-related procedures within the validity period after authorization by the shareholders' meeting.
(4) Issuance objects and subscription methods
The targets of this issuance are no more than thirty-five (inclusive) specific investors, including securities investment fund management companies, securities companies, trust investment companies, finance companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors, and other legal persons, natural persons or other legal investment organizations that meet the requirements of the China Securities Regulatory Commission. Securities investment fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors that subscribe to two or more products managed by them are regarded as one issuance target; trust investment companies as the issuance target can only subscribe with their own funds.
The final issuance target will be determined by the company's board of directors in consultation with the sponsor (lead underwriter) based on the subscription quotations and authorization from the shareholders' meeting. If national laws, regulations and normative documents have new regulations on the objects of this issuance, the company will make adjustments according to the new regulations.
All issuance targets subscribed for the company’s shares issued this time in RMB cash at the same price.
(5) Issuance price and pricing method
This time, stocks are issued to specific objects through simple procedures through price inquiry, and the pricing base date is the first day of the issuance period. The issuance price shall not be lower than 80% of the average trading price of the company's stock in the 20 trading days before the pricing base date.
The average stock trading price in the 20 trading days before the pricing base day = the total stock trading volume in the 20 trading days before the pricing base day / the total stock trading volume in the 20 trading days before the pricing base day. If the company's stock price is adjusted within the 20 trading days due to ex-rights and ex-dividend events such as dividends, bonus shares, allotment of shares, transfer of capital reserves to share capital, etc., the trading price on the trading day before the adjustment will be calculated based on the price adjusted for the corresponding ex-rights and ex-dividends.
During the period from the pricing base date to the issuance date, if the company pays dividends, issues bonus shares, or converts capital reserves into share capital, or other ex-dividend or ex-rights events, the base issuance price of the shares issued to specific objects under a simplified procedure will be adjusted accordingly. The adjustment method is as follows:
Distribution of cash dividends: P =P -D
1 0
Send bonus shares or convert to share capital: P =P / (1+N)
1 0
Distributing cash and bonus shares or converting them into share capital: P = (P -D)/(1+N)
1 0
Among them, P is the issuance floor price before adjustment, D is the cash dividend per share, N is the number of bonus shares or capitalization per share, and the issuance floor price after adjustment is P.
The final issuance price will be determined by the company's board of directors in accordance with relevant regulations and based on the inquiry results after authorization by the 2025 annual shareholders' meeting, in consultation with the sponsor (lead underwriter).
(6) Arrangement of sales restriction period
The shares subscribed by the issuance target shall not be transferred within six months from the date of completion of the issuance (i.e., the date the shares of this issuance are registered in the name). If the issuance target falls under the circumstances specified in Paragraph 2 of Article 57 of the "Measures for the Registration and Administration of Securities Issuance of Listed Companies", the shares subscribed by it for this issuance shall not be transferred within 18 months from the date of completion of the issuance (that is, from the date when the shares for this issuance are registered in the name). After the completion of this issuance, the issuance target shall also comply with the above-mentioned share locking arrangements for the stocks issued by the listed company to specific targets based on the shares obtained by this issuance, and the shares derived from the listed company's distribution of stock dividends, transfer of capital reserves to share capital, etc. If laws, regulations and normative documents have other provisions on the sales restriction period, those provisions shall prevail.
(7) Purpose of raised funds
The company plans to use the raised funds for projects related to the company's main business or to supplement working capital related to the main business. At the same time, the use of raised funds should comply with the following regulations:
Should invest in businesses in the field of technological innovation;
Comply with national industrial policies and relevant laws and administrative regulations on environmental protection, land management, etc.; 3. The funds raised this time shall not be used for financial investment, and shall not be invested directly or indirectly in companies whose main business is the purchase and sale of securities;
After the implementation of the raised funds project, there will be no new horizontal competition or unfair related transactions that have a significant adverse impact on the controlling shareholders, actual controllers and other companies they control, or seriously affect the independence of the company's production and operations.
(8) Place of listing
The shares issued this time will be listed and traded on the Science and Technology Innovation Board of the Shanghai Stock Exchange.
(9) Arrangements for rollover of undistributed profits/uncovered losses
The accumulated undistributed profits/uncovered losses before this issuance will be shared/shared by the new and old shareholders of the company after the completion of this issuance in accordance with the share ratio after this issuance.
(10) Validity period of this issuance resolution
The validity period of this issuance resolution is from the date of review and approval at the 2025 annual shareholders' meeting to the date of the company's 2026 annual shareholders' meeting.
(11) Authorization for the board of directors to handle specific matters related to this issuance
Confirm whether the company meets the conditions for issuance of stocks to specific objects through simplified procedures. Submit the shareholders' meeting to authorize the board of directors to conduct self-examination and demonstration on the company's actual situation and related matters in accordance with the provisions of the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Measures for the Administration of Securities Issuance Registration of Listed Companies" and the "Articles of Association", and confirm whether the company meets the conditions for issuance of stocks to specific objects through simplified procedures.
Other authorized matters
The board of directors is authorized to handle all matters related to this issuance with full authority, subject to compliance with this proposal and relevant laws and regulations, including but not limited to:
(1) Authorize the board of directors to decide on the company's issuance of stocks to specific objects with a total financing amount of no more than RMB 300 million and no more than 20% of the net assets at the end of the most recent year. The authorization period starts from the date of review and approval by the company's 2025 annual shareholders' meeting and ends on the date of the company's 2026 annual shareholders' meeting;
(2) Authorize the board of directors to conduct self-examination and demonstration of the company's actual situation in accordance with the provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Registration and Management of Securities Issuance of Listed Companies and other relevant laws, regulations and normative documents, and confirm whether the company meets the conditions for issuance of shares to specific objects under simplified procedures;
(3) In accordance with relevant laws and regulations, normative documents or the regulations or requirements of the securities regulatory authorities, and on the premise that the company meets the conditions for this issuance of stocks, determine the specific plan for this issuance and handle the specific implementation of the issuance plan, including but not limited to the implementation time of this issuance, issuance quantity, issuance price, issuance objects, specific subscription method, subscription ratio, scale of funds raised and other matters related to the issuance plan;
(4) Handle matters related to the construction of investment projects and the use of funds raised from this issuance, and adjust the investment projects and their specific arrangements based on relevant laws and regulations, normative documents and resolutions made by shareholders' meetings, combined with the securities market and the implementation of the investment projects with raised funds, actual progress, actual amount of funds raised, etc.;
(5) Handle the application matters for this issuance, including but not limited to preparing, modifying, signing, reporting, supplementary submission, execution and announcement of materials related to this issuance in accordance with the requirements of regulatory authorities, responding to feedback from relevant regulatory authorities, and handling information disclosure matters related to this issuance in accordance with regulatory requirements;
(6) Sign, modify, supplement, submit, report and execute all agreements related to this issuance, including but not limited to underwriting and sponsorship agreements, share subscription agreements, major contracts and important documents related to raised funds;
(7) Establish a special account for the proceeds from this issuance and handle matters related to the use of the proceeds;
(8) According to relevant laws, regulations, regulatory requirements and the situation of this issuance, handle the industrial and commercial change registration or filing involved in the change of registered capital and the "Articles of Association";
(9) After the completion of this issuance, handle the registration, locking and listing of the new shares on the Shanghai Stock Exchange and the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.;
(10) Based on the implementation of the issuance plan, market conditions, policy adjustments and the opinions of the regulatory authorities, and within the scope permitted by laws, regulations and normative documents, the Articles of Association and the resolutions of the shareholders' meeting, make corresponding adjustments to the issuance plan, and continue to handle matters related to this issuance after the adjustment;
(11) Determine and engage relevant securities service intermediaries for this issuance, and handle other matters related to this;
(12) Adjust the specific arrangements for investment projects with raised funds within the scope of resolutions of the shareholders’ meeting;
(13) In the event of force majeure or other circumstances that make it difficult to implement this issuance, or if it can be implemented, it will bring adverse consequences to the company, we will decide at our discretion to postpone the implementation of this issuance plan or terminate it early;
(14) Handle other matters related to this issuance within the scope permitted by laws, regulations, normative documents and the Articles of Association. The board of directors proposes to the shareholders' meeting to agree that the board of directors will transfer the above-mentioned authorization matters to the chairman of the board of directors or his authorized person for exercise on the condition that the above-mentioned authorization is obtained.
3. Risk warning
The disclosure of the company's request to the shareholders' meeting to authorize the board of directors to issue stocks to specific objects through simplified procedures does not represent the substantive judgment, confirmation or approval of the approval and registration departments on matters related to this issuance. This authorization is yet to be reviewed and approved by the company's 2025 annual shareholders' meeting. After the annual shareholders' meeting authorizes the above matters, the company's board of directors will decide based on the actual situation whether to initiate the simplified issuance procedure within the authorization time limit and the specific time to initiate the procedure. In the process of issuance of stocks to specific objects under the simplified procedure, the board of directors needs to submit application documents to the Shanghai Stock Exchange within the specified time limit, submit them to the Shanghai Stock Exchange for review, and must be registered with the China Securities Regulatory Commission.
The company will fulfill its information disclosure obligations in a timely manner in accordance with relevant laws and regulations. Investors are advised to pay attention to investment risks.
Announcement is hereby made.
Board of Directors of Capital Pharmaceutical Holdings (Beijing) Co., Ltd.
April 18, 2026