Hubei Guangji Pharmaceutical Co., Ltd.
Announcement No.: 2026-057
Announcement on Supplementary Agreement to Conditional Share Subscription Agreement and Connected Transaction
The Company and all members of the Board of Directors guarantee the content of the information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.
Key Information Prompt:
Hubei Guangji Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") plans to issue A shares to a specific target (hereinafter referred to as the "Current Issuance," "Current Issuance of A Shares to Specific Target"). The issuance target, Changjiang Industrial Investment Group Co., Ltd. (hereinafter referred to as "Changjiang Industrial Group"), is the controlling shareholder of the Company. Given that the Company has adjusted the plan for the Current Issuance, the Company and Changjiang Industrial Group have signed the "Supplementary Agreement to the Conditional Share Subscription Agreement for the Issuance of A Shares to a Specific Target by Hubei Guangji Pharmaceutical Co., Ltd." (hereinafter referred to as the "Supplementary Agreement").
The above transaction constitutes a connected transaction and does not constitute a major asset restructuring as stipulated in the "Measures for Major Asset Restructuring of Listed Companies."
The matter of the Company's issuance of shares to a specific target was deliberated and approved at the 15th (Extraordinary) Meeting of the 11th Board of Directors held on February 11, 2026, and the 19th (Extraordinary) Meeting of the 11th Board of Directors held on July 20, 2026. It is subject to approval from the competent state-owned asset supervision authority (if required), approval from the Company's shareholders' meeting, review by the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"), and registration approval from the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") before it can be implemented.
There is uncertainty as to whether the plan for the Current Issuance can obtain the relevant approvals and consents, and the time required for such approvals and consents. Investors are kindly reminded to pay attention to investment risks.
I. Overview of Connected Transactions
- On February 11, 2026, the Company held the 15th (Extraordinary) Meeting of the 11th Board of Directors and deliberated and approved the "Proposal on the Company Signing a Conditional Share Subscription Agreement with a Specific Target and Related Connected Transactions," and other proposals related to connected transactions. Connected directors abstained from voting on the relevant proposals, which were approved by non-connected directors. The connected transaction matters involved in the Current Issuance have been deliberated and approved by the Company's independent directors' special committee and the audit committee.