Xintian Pharmaceutical: Pre-disclosure announcement regarding the controlling shareholder’s intention to reduce its shares in the company
Securities code: 002873 Securities abbreviation: Xintian Pharmaceutical Announcement number: 2026-030
Guiyang Xintian Pharmaceutical Co., Ltd.
Pre-disclosure announcement regarding the controlling shareholder’s intention to reduce the company’s shares
The company's controlling shareholder, Shanghai Xintian Zhiyao Biotechnology Co., Ltd., guarantees that the information provided to the company is true, accurate and complete, and contains no false records, misleading statements or major omissions.
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.
Special tips:
The controlling shareholder of Guiyang Xintian Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company", "the Company" or the "listed company"), Shanghai Xintian Zhiyao Biotechnology Co., Ltd. (hereinafter referred to as "Xintian Zhiyao"), plans to 3 months after 15 trading days from the date of disclosure of this shareholding reduction plan (May 29, 2026 From August 28 to August 28, 2026), the total number of shares held by the company will not exceed 7,050,000 through block transactions and centralized bidding transactions, accounting for 2.9962% of the total share capital after excluding the shares in the company's special repurchase account on May 6, 2026 (the same below) (including: the reduction of the company's shares through block transactions will not exceed 4,700,000 shares). shares, accounting for 6.8678% of the total number of shares it holds in the company, accounting for 1.9975% of the total capital after excluding the shares in the company's special account for repurchase; it has reduced its holdings of the company's shares by no more than 2,350,000 shares through centralized bidding transactions, accounting for 3.4339% of the total number of shares it holds in the company, accounting for 0.9987% of the total capital after excluding the shares in the company's special account for repurchase).
The company recently received the "Notification Letter of Share Reduction Plan" from the controlling shareholder and plans to reduce some of its shares in the company. The relevant situation is now announced as follows:
1. Basic information of shareholders
As of the disclosure date of this announcement, the shareholding status of the company’s controlling shareholders is as follows:
Number of shares held by shareholders Proportion of total shares of the company Proportion of total share capital of the company
Shareholder name
Category (shares) Share capital ratio (after excluding shares in the special account for repurchase) Shanghai Xintianzhi Yaosheng Holdings
68,435,566 28.0354% 29.0847%
Material Technology Co., Ltd. Shareholder
Note: The company's total share capital is 244,103,806 shares. As of May 6, 2026, the number of shares in the company's special account for repurchasing shares is 8,806,030 shares. After excluding the shares in the special account for repurchase, the total share capital is 235,297,776 shares.
2. Main contents of this shareholding reduction plan
(1) Specific arrangements for the proposed reduction of holdings, source, quantity, method of shares, proportion to the company’s total share capital, period of reduction (not to exceed 3 months), price range, etc.
Reasons for shareholding reduction: The funds obtained from the reduction of shares held by the controlling shareholder will mainly be used to return part of the pledged loans and reduce potential pledge risks caused by secondary market fluctuations, so as to further enhance the stability of the company's equity, improve the controlling shareholder's own and the company's comprehensive risk response capabilities, and maintain the company's healthy development.
Sources of reduced shareholdings: shares before the company’s initial public offering, shares obtained from the company’s previous equity distributions (2017, 2021 half-year, 2022 half-year).
The amount of holdings to be reduced, the proportion to the company’s total share capital and the method of reduction:
The number of shares to be reduced as a proportion of the company’s total share capital
Name of shareholder Proposed method of reducing holdings (shares) (after excluding shares in the special account for repurchase)
4,700,000 1.9975% Block Transaction Shanghai Xintian Zhiyaosheng
Material Technology Co., Ltd.
2,350,000 0.9987% Centralized bidding transaction
Total 7,050,000 2.9962% —
Note: The company's total share capital is 244,103,806 shares. As of May 6, 2026, the number of shares in the company's special account for repurchasing shares is 8,806,030 shares. After excluding the shares in the special account for repurchase, the total share capital is 235,297,776 shares.
Holding reduction period: Within 3 months after 15 trading days from the date of disclosure of this holding reduction plan (that is, from May 29, 2026 to August 28, 2026, no reduction will be made during the window period stipulated by relevant laws and regulations).
Ways to reduce holdings: bulk transactions and centralized bidding transactions.
Shareholding reduction price: determined based on the market price at the time of shareholding reduction, but not lower than the company’s initial public offering price (the company’s initial public offering price is 18.41 yuan/share, implemented in 2017, 2018, 2019, 2020, 2021 half-year, 2021, 2022 half-year, 2022, 2023, 2024 The mid-year and 2024 profit distribution plan, the issue price after ex-rights and ex-dividends is
4.97 yuan/share).
If during the reduction period, the company's stock is subject to dividends, dividends, bonus shares, transfer of capital reserves to share capital, allotment of shares, etc.
If there is an ex-dividend event, the corresponding number of shares to be reduced and the price to be reduced will be adjusted accordingly.
(2) Shareholders’ relevant commitments and implementation status
The performance of the relevant commitments made by the controlling shareholder Xintian Zhiyao regarding shareholding reduction is as follows:
When making a commitment, the commitment period, the person who fulfills the commitment, the content of the commitment
time limit
Within 36 months from the date the company's shares are listed on the Shenzhen Stock Exchange, no transfer
36 companies have performed Xintian Zhiyao’s tasks of letting or entrusting others to manage the publicly issued shares of the company that they directly or indirectly hold.
The company will not repurchase the shares that have been issued before the end of the month.
If the holdings of the stocks are reduced within two years after the expiration of the lock-up period, the reduction price of the stocks shall not be
Lower than the issuance price (if the company's stock undergoes ex-rights and ex-dividend events such as dividend distribution, bonus shares, capital public lock-up to increase share capital, etc. during this period, the issuance price shall be adjusted accordingly. The same below); after expiration, Xintian Zhiyao has fulfilled its obligations
If within 6 months after the company's listing, the closing price of the company's shares for 20 consecutive trading days is lower than the issue price, or if the closing price at the end of 6 months after listing is lower than the issue price, the lock-up period for holding the company's shares will be automatically extended for at least 6 months.
If the promisee fails to fulfill the above commitment, it will be announced at the general meeting of shareholders and the China Securities Regulatory Commission
Publicly explain the specific reasons for failure to perform in designated newspapers and inform shareholders and the public
The investors apologized and repurchased the stocks that violated this commitment and repurchased the stocks that were reduced in violation of this commitment; if there are gains from the long-term reduction of Xintian Zhiyao's shares as a result of the above-mentioned normal performance, the gains will belong to the company, and the company will guarantee that the proceeds will be handed over to Xintian Pharmaceutical within 10 days from the date of receipt of the income handover notice issued by the board of directors in 2017; May 19
At the same time, it will bear all legal liabilities that may result.
If the holdings are reduced in accordance with the law within two years after the expiration of the lock-in period, the annual reduction amount shall not exceed the previous
The total number of shares registered under the name of the company/person/enterprise on the last trading day of the year
25% of the amount, and the reduction price shall not be lower than the issue price at the time of this public offering (during
If there are any ex-rights such as dividends, dividends, bonus shares, transfer of capital reserves to share capital, allotment of shares, etc.
If there is a dividend event, it will be treated as ex-rights and ex-dividend). The company/I/the enterprise guarantees to comply with the relevant laws and regulations of the China Securities Regulatory Commission and the stock exchange during the lock-up period. After expiration, Xintian Zhiyao has fulfilled
shall be determined and announced three trading days in advance. The announcement shall specify the quantity or range of the reduction, the 24 execution period for completion of the reduction, and other information. If the company/I/the company fails to fulfill the above-mentioned monthly commitment to sell stocks, the company/I/the company promises to sell the shares
All proceeds (if any) obtained will be turned over to Xintian Pharmaceutical and will be guaranteed to be
The income will be handed over to the new company within 10 days from the date of the income handover notice issued by the board of directors.
Tian Pharmaceutical.
Based on the confidence in the future development prospects of Xintian Pharmaceutical and the recognition of long-term investment value
2023
However, in order to promote the sustainable, stable and healthy development of listed companies, and at the same time enhance the confidence of investors who have fulfilled the requirements of Xintian Intelligent Medicine for 6 months on October 30, and effectively safeguard the interests of listed companies and all shareholders and the capital market. Completed
day
To ensure the stability of the market, Xintian Zhiyao promises that starting from October 30, 2023, in the next 6
Within months (hereinafter referred to as the "commitment period"), we will not reduce our holdings in any way
Xintian Pharmaceutical shares (including the distribution of stock dividends and transfer of provident funds during the commitment period)
New shares resulting from equity distribution such as increased share capital). During the commitment period, if the new day
If Intellectual Medicine violates the above commitments and reduces its shareholding, all proceeds from the reduction will belong to Xintianyao
The owner owns and bears all legal responsibilities arising therefrom.
In summary, the proposed reduction of the company's shares is consistent with the controlling shareholder Xintian Zhiyao's previously disclosed shareholding intentions and commitments.
(3) The controlling shareholder Xintian Zhiyao does not have the circumstances stipulated in Articles 5 to 9 of the "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 18 - Reduction of Shareholdings by Shareholders, Directors and Senior Management Personnel".
3. Related risk warnings
(1) The implementation of this shareholding reduction plan is uncertain. Xintian Intelligent Pharmaceuticals will decide whether to implement this shareholding reduction plan based on market conditions, the company's stock price, etc.
(2) This shareholding reduction plan does not violate the provisions of the Securities Law, the Stock Listing Rules of the Shenzhen Stock Exchange, the Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations of Main Board Listed Companies, the Management Measures for Share Reductions by Shareholders of Listed Companies, the Shenzhen Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 18 - Shareholders, Directors and Senior Management Reduction of Shares, and other laws, regulations and normative documents.
(3) During the implementation of this shareholding reduction plan, the company will urge Xintian Zhiyao to strictly abide by laws and regulations related to shareholding reduction and perform information disclosure obligations in a timely manner.
(4) The implementation of the holding reduction plan of controlling shareholder Xintian Zhiyao will help reduce the equity pledge risk of listed companies and enhance the stability of equity; it will not lead to changes in the company's control rights, and will not have an impact on the company's governance structure and ongoing operations.
4. Documents for reference
"Notification Letter of Shareholding Reduction Plan" issued by the controlling shareholder Xintian Zhiyao.
Announcement is hereby made.
Board of Directors of Guiyang Xintian Pharmaceutical Co., Ltd.
May 7, 2026