Announcement of Liaoning Chengda Biological Co., Ltd. on the establishment of a wholly-owned subsidiary through external investment
Securities code: 688739 Securities abbreviation: Chengda Biotechnology Announcement number: 2026-007
Liaoning Chengda Biological Co., Ltd.
Announcement on the establishment of wholly-owned subsidiaries through overseas investment
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 in accordance with the law.
Important content reminder
Name of the investment target: Liaoning Chengda Biotechnology Co., Ltd. (hereinafter referred to as the "Company") plans to use its own funds to establish a wholly-owned subsidiary Chengda Biopharmaceutical Co., Ltd. (tentative name, the final name will be subject to the name approved and registered by the market supervision and management department, hereinafter referred to as the "Innovative Drug Company").
Investment amount and equity structure: The registered capital of the innovative drug subsidiary is RMB 1 billion. The company invests its own funds and holds 100% of its equity.
This external investment in the establishment of an innovative drug subsidiary does not constitute a related transaction, nor does it constitute a major asset restructuring stipulated in the "Administrative Measures for Major Asset Restructuring of Listed Companies".
Relevant risk warning: Innovative drug research and development is characterized by long research and development cycles, large capital investment, and high uncertainty. There are certain uncertainties in this external investment in terms of R&D progress, project investment, and market competition. Future investment returns may also be affected by factors such as changes in the industry environment and may fluctuate. Innovative drug subsidiaries may face corresponding challenges in operational management, core team building, R&D project promotion, and industry policy adjustments. The company will actively respond to the above risks and effectively safeguard the legitimate rights and interests of the company and all shareholders by establishing a scientific decision-making mechanism, strictly implementing the project review system, strengthening the full-process management of innovative drug subsidiaries, and improving the talent incentive mechanism.
1. Overview of this investment
(1) Basic investment situation
In order to implement the company's long-term development strategy of dual-wheel drive of vaccines and innovative drugs and seize development opportunities in the field of innovative biopharmaceuticals, the company plans to use 1 billion yuan of its own funds to establish an innovative drug subsidiary and hold 100% of its equity. In order to improve the efficiency of capital use, the registered capital will be injected in stages according to the pace of business expansion and the progress of R&D projects to achieve a dynamic match between capital investment and project needs. This innovative drug subsidiary will focus on innovative drug research and development, high-quality project introduction and mergers and acquisitions, core team building and professional operation system construction to help the company create a second growth curve.
The innovative drug subsidiary will serve as the core carrier of the company's layout in the field of innovative drugs. It will carry out forward-looking layout around disease areas with major unmet clinical needs. It will focus on immuno-anti-tumor, autoimmune diseases and other directions. Depending on the progress of research and development and changes in the market environment, it will timely expand to cardiovascular, endocrine and other fields with development potential. The innovative drug subsidiary will draw on the mature operating model of the industry to promote the construction of the innovative drug pipeline through multi-dimensional methods such as independent research and development, product introduction and acquisition, joint ventures and equity investments, and build a full-chain closed-loop operation system of R&D, transformation and industrialization to enhance the company's professional investment and market-oriented operation capabilities in the field of innovative drugs.
(2) Decision-making and approval procedures
The company held the 26th meeting of the fifth board of directors on January 26, 2026. The meeting was convened and chaired by Chairman Mr. Li Ning. 9 directors should be present at this meeting, and 9 directors were actually present. The convening and holding procedures of the meeting complied with the provisions of the Company Law of the People's Republic of China, the Articles of Association and relevant laws and regulations, and the resolutions of the meeting were legal and valid. After deliberation and voting by all directors present, the meeting reviewed and approved the "Proposal on the Establishment of Subsidiaries through Foreign Investment" with 9 votes in favor, 0 votes against, and 0 abstentions. It is agreed that the company will invest 1 billion yuan of its own funds to establish an innovative drug subsidiary in Shanghai to carry out strategic layout and related businesses in the field of innovative drugs.
(3) Compliance statement
This external investment in the establishment of an innovative drug subsidiary does not constitute a related transaction, nor does it constitute a major asset reorganization as stipulated in the "Administrative Measures for Major Asset Reorganization of Listed Companies". According to the relevant provisions of the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and the "Articles of Association", this external investment matter is within the scope of approval authority of the company's board of directors and does not need to be submitted to the company's shareholders' meeting for review.
2. Basic information on the proposed establishment of an innovative drug subsidiary
(1) Company name: Chengda Bio-Innovative Pharmaceutical Co., Ltd.
(2) Enterprise type: limited liability company
(3) Establishment address: Shanghai
(4) Registered capital: RMB 1 billion
(5) Equity structure and investment method: The company’s investment ratio is 100%, and monetary investment
(6) Source of funds: Company’s own funds
(7) Business scope: Licensed items: drug clinical trial services; drug production, commissioned production, wholesale, import and export. General projects: biopharmaceuticals, innovative drugs, pharmaceutical intermediates, biologics research and development and technology transformation, technical services; medical research and experimental development (including human stem cell technology development and application, human genetic diagnosis and treatment technology development); biochemical products, fermentation process optimization, engineering and technology research and development Research-related technology research and development; technology development, consulting, transfer, promotion and other services in the pharmaceutical and biological fields; import and export of goods and technology; information consulting services (excluding licensing); intellectual property services (including patents, trademarks, copyright agents and operational consulting); project investment in the fields of medicine, health and biotechnology. (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law.)
The establishment of the above-mentioned innovative drug subsidiaries still needs to be approved and registered by the market supervision and management department. The specific information is subject to the final approval and registration by the market supervision and management department.
3. The strategic background and purpose of this investment in the field of innovative drugs
The establishment of an innovative drug subsidiary and the layout of the innovative drug field this time is a key layout for the company to implement strategic extension into the innovative drug field on the basis of consolidating the existing vaccine business advantages, in order to comply with the development trend of the pharmaceutical industry, enrich the company's product line and business structure, effectively reduce the dependence on a single business, and enhance the company's sustainable operating capabilities and risk resistance resilience. This investment is in line with the company's established long-term development strategy, will help enhance the company's comprehensive competitiveness, and create long-term value for the company and all shareholders.
Currently, the global and domestic innovative drug markets maintain a steady growth trend. Driven by multiple factors such as national policy support, improved medical insurance payment capabilities, and capital market empowerment, the innovative drug industry ecology continues to improve and has become one of the core development directions of the biopharmaceutical industry. The practical results of leading companies in the industry fully confirm that this field has good development prospects and room for growth.
4. The impact of this investment on the company
The company is currently operating steadily, with a solid financial foundation and abundant cash flow. This investment uses its own funds and will not have an adverse impact on the normal production and operation, cash flow stability and core profitability of the company's existing main vaccine business.
This investment will promote the company to form a two-wheel driven business structure of vaccines and innovative drugs. As the value of the innovative drug pipeline is gradually released, the company's core competitiveness, sustainable operating capabilities and comprehensive strength are expected to be further enhanced, thus creating greater value for all shareholders. This external investment does not harm the interests of the company and all shareholders, especially small and medium shareholders.
5. Risk warning
Innovative drug research and development is characterized by long research and development cycles, large capital investment, and high uncertainty. There are certain uncertainties in this investment in terms of R&D progress, project investment, market competition, etc., and future investment returns may also be affected by changes in the industry environment and other factors that may cause fluctuations. Innovative drug subsidiaries may face corresponding challenges in operational management, core team building, R&D project promotion, and industry policy adjustments. The company will actively respond to the above risks and effectively safeguard the legitimate rights and interests of the company and all shareholders by establishing a scientific decision-making mechanism, strictly implementing the project review system, strengthening the full-process management of innovative drug subsidiaries, and improving the talent incentive mechanism.
The company will pay close attention to the operations and project progress of its innovative drug subsidiaries, strictly comply with the requirements of relevant laws, regulations and normative documents, and perform its information disclosure obligations in a timely manner. Investors are kindly requested to invest rationally and pay attention to investment risks.
Announcement is hereby made.
Board of Directors of Liaoning Chengda Biological Co., Ltd.
January 27, 2026