5d ago
Announcement on Adjustment of the Transfer Price of the Reserved Portion under the 2025 Employee Stock Ownership Plan
Securities code: 600867 Securities abbreviation: Tonghua Dongbao Announcement number: 2026-051
About Tonghua Dongbao Pharmaceutical Co., Ltd.
Announcement on Adjusting the Transfer Price of the Reserved Part of the Employee Stock Ownership Plan in 2025
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.
Tonghua Dongbao Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") held the fourth meeting of the 12th Board of Directors on August 31, 2026, and reviewed and approved the "Proposal on Adjusting the Transfer Price of the Reserved Part of the 2025 Employee Stock Ownership Plan". According to the relevant authorization of the company's second extraordinary shareholders' meeting in 2025 and the company's "2025 Employee Stock Ownership Plan (Draft)", this matter is within the scope of authorization and approval of the board of directors. The relevant matters are now explained as follows:
1. Implementation of the 2025 Employee Stock Ownership Plan
On September 2, 2025, the company held the 17th meeting of the 11th Board of Directors, which reviewed and approved the "Proposal on the <Tonghua Dongbao 2025 Employee Stock Ownership Plan (Draft)> and its Summary", the "Proposal on the <Tonghua Dongbao 2025 Employee Stock Ownership Plan Management Measures>" and "Requesting the Shareholders Meeting to Authorize the Board of Directors to Handle the Company's 2025 "Proposal on Matters Related to the 2025 Employee Stock Ownership Plan", the 11th meeting of the 11th Board of Supervisors was held on the same day, and the "Proposal on the <Tonghua Dongbao 2025 Employee Stock Ownership Plan (Draft)> and its Summary" and the "Proposal on the <Tonghua Dongbao 2025 Employee Stock Ownership Plan Management Measures>" were reviewed and approved.
On September 18, 2025, the company held the second extraordinary shareholders' meeting in 2025, which reviewed and approved the "Proposal on the <Tonghua Dongbao 2025 Employee Stock Ownership Plan (Draft)> and its Summary", the "Proposal on the <Tonghua Dongbao 2025 Employee Stock Ownership Plan Management Measures>" and the "Proposal on Requesting the Shareholders Meeting to Authorize the Board of Directors to Handle Matters Related to the Company's 2025 Employee Stock Ownership Plan", and agreed to implement the 2025 employee stock ownership plan.
On September 30, 2025, the 2025 Employee Stock Ownership Plan first granted some shares of 9.29 million shares, which were transferred from the company’s special securities account for repurchase to the company’s 2025 Employee Stock Ownership Plan securities account in a non-trading manner, with a transfer price of 4.29 yuan/share.
On October 15, 2025, the company held the first meeting of holders of the 2025 Employee Stock Ownership Plan, and reviewed and approved the "Proposal on the Establishment of the 2025 Employee Stock Ownership Plan Management Committee", the "Proposal on the Election of Members of the 2025 Employee Stock Ownership Plan Management Committee" and the "Proposal on Authorizing the 2025 Employee Stock Ownership Plan Management Committee to Handle Matters Related to the 2025 Employee Stock Ownership Plan".
2. Adjustment of the transfer price of the reserved portion of the employee stock ownership plan in 2025
According to the company's "2025 Employee Stock Ownership Plan": During the period from the announcement date of this draft plan to the completion of the non-trading transfer of the underlying stock, if the company undergoes matters such as converting capital reserves into equity, distributing stock dividends, splitting or reducing shares, allotment of shares, distribution of dividends, etc., the stock purchase price will be adjusted accordingly.
The company held its 2025 Annual Shareholders Meeting on May 12, 2026, and reviewed and approved the "Profit Distribution Plan for 2025": the company will distribute a cash dividend of 3.00 yuan (tax included) to all shareholders for every 10 shares based on the total share capital on the equity registration date for equity distribution (deducting all shares deposited in the special securities account for repurchase). There will be no bonus shares this year, nor will the reserve fund be converted into share capital.
In view that the company's 2025 annual equity distribution has been implemented, according to the company's 2025 employee stock ownership plan plan and the 2025 annual equity distribution implementation plan, the grant price of the reserved portion of the company's 2025 employee stock ownership plan is adjusted from 4.29 yuan/share to 3.99 yuan/share.
The transfer price adjustment formula is: transfer price of the reserved part after adjustment = transfer price of the reserved part before adjustment - cash dividend per share = 4.29-0.30 = 3.99 yuan/share.
3. Review procedures for the implementation of this transfer price adjustment
(1) Remuneration and Assessment Committee of the Board of Directors
On August 31, 2026, the company held the second meeting of 2026 of the Remuneration and Assessment Committee of the Board of Directors, and reviewed and approved the "Proposal on Adjusting the Transfer Price of the Reserved Part of the Employee Stock Ownership Plan in 2025". It is believed that the adjustment to the reserved part of the transfer price is based on the company's 2025 employee stock ownership plan plan and the 2025 annual equity distribution implementation plan, and is in line with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on employee stock ownership plans of listed companies, and there is no harm to the interests of small and medium-sized investors. Agree with this adjustment to reserve part of the transfer price.
(2) Review status of the board of directors
On August 31, 2026, the company held the fourth meeting of the 12th Board of Directors and reviewed and approved the "Proposal on Adjusting the Transfer Price of the Reserved Part of the Employee Stock Ownership Plan in 2025" and agreed to adjust the transfer price of the reserved part of the Employee Stock Ownership Plan from 4.29 yuan/share to 3.99 yuan/share based on the implementation of the 2025 profit distribution plan.
4. The impact of this adjustment on the company
The company's adjustment of the transfer price of the reserved part of the employee stock ownership plan this time complies with relevant laws and regulations and the relevant provisions of the company's "2025 Employee Stock Ownership Plan (Draft)" and "2025 Employee Stock Ownership Plan Management Measures". This adjustment will not have a substantial impact on the company's financial status and operating results.
Announcement is hereby made.
Board of Directors of Tonghua Dongbao Pharmaceutical Co., Ltd.
September 1, 2026