-- Report on the Transfer Result of Shareholders' Inquiry and Indicative Announcement on Change in Equity of Shareholder with Reaching 5% Shares Exceeding Integer Multiple of 5% and 1%
Securities code: 688373 Securities abbreviation: Mengke Pharmaceutical Announcement number: 2025-036
Shanghai Mengke Pharmaceutical Co., Ltd.
Shareholder Inquiry Transfer Result Report and Indicative Announcement that Changes in Equity of Shareholders Holding More than 5% Shares Touch Integer Multiples of 5% and 1%
JSR Limited (hereinafter referred to as "JSR") and Best Idea International Limited (hereinafter referred to as "Best Idea", both collectively referred to as the "transferor") guarantee that the information provided to Shanghai Mengke Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") does not contain any false records, misleading statements or major omissions, and bear legal responsibility for its authenticity, accuracy and completeness in accordance with the law.
The company and all members of the board of directors guarantee that the content of the announcement is consistent with the information provided by the information disclosure obligor. Important content reminder:
The price of this inquiry transfer is 6.57 yuan/share, and the number of shares transferred is 18,049,000 shares.
The company’s controlling shareholders, actual controllers, directors, supervisors and senior managers will not participate in this inquiry transfer.
This transfer will not lead to changes in the company’s controlling shareholders and actual controllers.
After this equity change, the shareholding ratio of JSR Limited and its persons acting in concert was reduced from 8.69% to 7.51%, and the change in the shareholding ratio of the company reached an integral multiple of 1%.
After this equity change, Best Idea International Limited’s shareholding ratio decreased from 10.49% to
8.91%, and the change in the proportion of equity held in the company touches an integral multiple of 5%.
1. Situation of the transferor
(1) Basic information of the transferor
As of August 21, 2025, the number of company shares held by the transferor and the proportion of the total share capital are as follows: No. Name of shareholder Number of shares held (shares) Shareholding proportion of the total share capital 1 JSR 38,579,770 5.88% 2 Best Idea 68,752,718 10.49% The transferor of this inquiry transfer holds shares of the company Shareholders holding more than 5% of the shares are not the company’s controlling shareholders or actual controllers.
(2) The transferor’s concerted action relationship and description of the specific circumstances
GP TMT Holdings Limited (hereinafter referred to as "GP TMT"), a person acting in concert with JSR, holds 2.80% of the company's shares.
(3) Specific circumstances of this transfer
actual transfer
After transfer
Number of shares held Shareholding ratio Number of proposed transfers Actual number of transfers Number of transfers
Shareholder name Shareholding ratio serial number
(shares) Example Volume (shares) Volume (shares) Percentage of total shares
Example ratio
JSR 38,579,770 5.88% 9,834,082 7,735,286 1.18% 4.70% Best Idea 68,752,718 10.49% 13,112,110 10,313,714 1.57% 8.91%
Total 107,332,488 16.37% 22,946,192 18,049,000 2.75% 13.62% Note: There are tail differences in the proportions in the table due to rounding of data.
(4) Reasons and effects of the transferor’s failure to transfer
□Applicable √Not applicable
2. Changes in shareholding interests of the transferor
√Applicable □Not applicable
(1) JSR Limited
After this transfer, the proportion of shares held by JSR Limited in the listed company will be reduced from 5.88% to 4.70%. GPTMT, a person acting in concert with JSR, holds 2.80% of the company's shares, and the total shareholding ratio is still higher than 5%. The specific changes are as follows:
On September 4, 2025, JSR reduced its holdings of 7,735,286 shares of the company through price inquiry transfer, accounting for 1.18% of the company's total share capital. JSR's shareholding ratio in listed companies was reduced from 5.88% to 4.70%.
To sum up, the total proportion of shares held by JSR and its persons acting in concert in listed companies decreased from 8.69% to 7.51%, and the change in shareholding equity proportion reached an integral multiple of 1%.
- Basic information
JSR Base Name JSR Limited
This information Residence Vistra Corporate Services Centre, Wickhams CayII, Road Town, Tortola, VG1110, British Virgin Islands
Equity change time September 4, 2025
- Details of this equity change
Name of shareholder Change method Date of change Type of equity Number of shares reduced (shares) Share reduction ratio
Inquiry transfer September 4, 2025 RMB ordinary shares 7,735,286 1.18% JSR
Total - - 7,735,286 1.18% Note: 1. The "shareholding reduction ratio" is calculated based on the company's total share capital when the equity change occurs;
There are tail differences in the proportions in the table, which are caused by rounding of the data.
Before and after this equity change, the changes in shares owned by investors and their concerted actors in listed companies
Holding status before this transfer Shareholders' holding status after this transfer
Nature of shares Percent of total share capital Percent of total share capital Name Quantity (shares) Quantity (shares)
Proportion Proportion Total shares held 38,579,770 5.88% 30,844,484 4.70% JSR
Among them: shares without selling restrictions 38,579,770 5.88% 30,844,484 4.70% Total shares held by GP 18,371,317 2.80% 18,371,317 2.80% TMT Among them: shares without selling restrictions 18,371,317 2.80% 18,371,317 2.80% of total shares held 56,951,087 8.69% 49,215,801 7.51% of total shares
Among them: shares without selling restrictions 56,951,087 8.69% 49,215,801 7.51% Note: There are tail differences in the proportions in the table due to rounding of data.
(2) Best Idea International Limited
After this transfer, the proportion of shares held by Best Idea International Limited in the listed company will be reduced from 10.49% to 8.91%. The equity ratio dropped below 10%.
There are no other persons acting in concert with Best Idea.
On September 4, 2025, Best Idea reduced its holdings of 10,313,714 shares of the company through inquiry transfer, accounting for 1.57% of the company's total share capital. Best Idea's shareholding ratio in listed companies was reduced from 10.49% to 8.91%.
To sum up, Best Idea's shareholding ratio in listed companies decreased from 10.49% to 8.91%, and the change in shareholding equity ratio touched an integral multiple of 5%.
- Basic information
Best Idea Name Best Idea International Limited
Basic letter Address: 22nd Floor, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong
Interest Equity change time September 4, 2025
- Details of this equity change
Name of shareholder Change method Date of change Type of equity Number of shares reduced (shares) Share reduction ratio Best Idea Inquiry Transfer September 4, 2025 RMB ordinary shares 10,313,714 1.57%
Total - - 10,313,714 1.57%
Note: 1. The "shareholding reduction ratio" is calculated based on the company's total share capital when the equity change occurs;
There are tail differences in the proportions in the table, which are caused by rounding of the data.
Before and after this equity change, the shares held by investors and persons acting in concert in the listed company changed.
dynamic situation
Holding status before this transfer Shareholders' holding status after this transfer
Nature of shares
Share of total share capital Share of total share capital Name
Quantity (shares) Quantity (shares)
Proportion Proportion
Total shares held 68,752,718 10.49% 58,439,004 8.91% Best
Idea Among them: shares without selling restrictions 68,752,718 10.49% 58,439,004 8.91%
Total shares held 68,752,718 10.49% 58,439,004 8.91% total
Including: shares without selling restrictions 68,752,718 10.49% 58,439,004 8.91%
Note: There are tail differences in the proportions in the table due to rounding of data.
3. Situation of the transferee
(1) Transfer status
Serial number Name of transferee Investor type Actual number of transferees Percentage of total shares Restricted period
Volume (shares) Capital ratio (month) 1 GF Securities Co., Ltd. Securities company 6,650,000 1.01% 6 2 Nord Fund Management Co., Ltd. Fund management company 4,972,000 0.76% 6 3 Caitong Fund Management Co., Ltd. Fund management company 2,287,000 0.35% 6 4 J.P. Morgan Securities plc Qualified foreign institutional investment 1,090,000 0.17% 6
investors
5 Shenzhen Comander Capital Management Co., Ltd. Private equity fund manager 750,000 0.11% Company 6-Commander No. 230 Private Equity Investment
capital fund
6 Morgan Stanley & Co. Qualified foreign institutional investment 700,000 0.11% 6
International plc investors
7 Ningbo Meishan Bonded Port Area Lingding Investment Management Private Equity Fund Manager 700,000 0.11% 6 Lingding Lanyue No. 6 Private Equity Co., Ltd.
Raising securities investment funds
8 Shanghai Jintech Private Equity Fund Management Co., Ltd. Private equity fund manager 600,000 0.09% Company 6-Jintech Renxian No. 8 Private Securities Investment
capital fund
9 Shanghai Jintech Private Equity Fund Management Co., Ltd. Private equity fund manager 200,000 0.03% Company 6-Jintech Yaodian No. 29 Private Securities Investment
capital fund
10 Beijing Junyuan Asset Management Co., Ltd. - Private Equity Fund Manager 100,000 0.02% 6 Junyuan High Value Growth No. 6 Private Equity Securities
investment fund
Total 18,049,000 2.75% -
Note: There are tail differences in the proportions in the table due to rounding of data.
(2) This inquiry process
The lower limit of the transfer price for this inquiry is 6.57 yuan/share, which is the average stock trading price of the previous 20 trading days of 7.73 yuan/share.
85%.
The transferor and the organizing securities firm China International Capital Corporation (hereinafter referred to as "CICC") comprehensively considered the shareholders' own capital needs and other factors, and negotiated to determine the lower price limit for this inquiry transfer. The lower limit of the price inquiry and transfer price shall not be lower than 70% of the average trading price of the company's stock in the 20 trading days before the date when CICC sends the "Subscription Invitation for Shareholders to Reduce Pre-IPO Shares of Shanghai Mengke Pharmaceutical Co., Ltd. by Inquiry and Transfer to Specific Institutional Investors" (hereinafter referred to as the "Subscription Invitation") (i.e. August 21, 2025, inclusive), which is in line with Article 4 of the "Self-Regulatory Supervision Guidelines for Companies Listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange" No. - Inquiry Transfer and Placement" provides for the lower limit of inquiry transfer price.
The "Subscription Invitation" for this inquiry transfer has been sent to a total of 102 institutional investors, including: 53 private equity fund managers, 18 public fund management companies, 16 securities companies, 7 insurance companies, 7 qualified foreign institutional investors, and 1 futures company.
The above-mentioned "Subscription Invitation" contains the subscription objects and conditions, subscription time and subscription method, the lower limit of the inquiry and transfer price, and the procedures and rules for allocating shares.
During the effective application time specified in the "Subscription Invitation", that is, from 7:15 to 9:15 on August 22, 2025, the organizing broker received 8 "Subscription Quotations". After negotiation between the transferor and the organizing broker, they unanimously decided to start the additional subscription process. As of the end of the additional subscription at 17:00 pm on August 29, 2025, the organizing broker received a total of valid "Additional Subscription Quotations" 9 copies 1, the quotations are all valid quotations, and the investors participating in the subscription have sent the relevant subscription documents in a timely manner.
(3) Results of this inquiry
The organized securities firms received a total of 9 valid quotations. According to the pricing principles stipulated in the subscription invitation letter, 10 investors were finally allocated. The transfer price of this inquiry was finally confirmed to be 6.57 yuan/share, and the number of shares transferred was 18.049 million shares.
(4) Whether this transfer will result in a change of control of the company
□Applicable √Not applicable
(5) The transferee did not subscribe
□Applicable √Not applicable
4. Changes in the transferee’s shareholding equity
□Applicable √Not applicable
5. Verification process and opinions of intermediaries
China International Capital Corporation has carefully reviewed the transferor, transferee, subscription qualifications of the inquiry objects, and the scope of sending the subscription invitation, and believes that:
This inquiry and transfer process followed the principles of fairness and impartiality and complied with the current regulatory requirements of the securities market. The share transfer price for this share transfer will be determined through price inquiry. The entire inquiry and transfer process complies with the "China
1 Multiple additional subscriptions by the same subscriber will be calculated based on the actual number of additional subscriptions.
The Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Implementation Opinions on the Establishment of the Science and Technology Innovation Board on the Shanghai Stock Exchange and the Piloting of the Registration System, the Measures for the Continuous Supervision of Companies Listed on the Science and Technology Innovation Board (Trial), the Listing Rules of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Companies Listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 4 - Price Inquiry, Transfers and Placing, and other relevant provisions of laws, regulations, departmental rules and normative documents.
6. Online Announcement Attachment
"China International Capital Corporation's Verification Report on Shareholders of Shanghai Mengke Pharmaceutical Co., Ltd. Inquiring and Transferring Shares from Specific Institutional Investors"
Announcement is hereby made.
Board of Directors of Shanghai Mengke Pharmaceutical Co., Ltd.
September 5, 2025