Securities Code: 300149
Securities Abbreviation: Ruizhi Pharmaceutical
Announcement Number: 2026-37
Ruizhi Pharmaceutical Co., Ltd.
Announcement on Supplementary Agreement to the Conditional Share Subscription Agreement (Revised Draft) and Connected Transaction
The company and the board of directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or significant omissions.
Important Notice:
The sixth board of directors' nineteenth meeting of Ruizhi Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") deliberated and approved the adjustment of the pricing basis, issuance price, and issuance number for the targeted issuance of shares (hereinafter referred to as the "Current Issuance") in 2024. For details, please refer to the "Announcement on Adjusting the Issuance Price and Issuance Number of Targeted Share Issuance" (Announcement Number: 2026-36) disclosed by the Company on the same day on the Juchao Information Network (www.cninfo.com.cn). On the same day, the Company signed the "Supplementary Agreement to the Conditional Share Subscription Agreement (Revised Draft) between Ruizhi Pharmaceutical Co., Ltd. and Jiangmen Ruilian Pharmaceutical Investment Co., Ltd." (hereinafter referred to as the "Supplementary Agreement") with Jiangmen Ruilian Pharmaceutical Investment Co., Ltd. (hereinafter referred to as "Ruilian Investment"). Ruilian Investment agrees to subscribe for all shares issued by the Company in accordance with the relevant provisions of the "Supplementary Agreement."
The Current Issuance is subject to the approval of the Shenzhen Stock Exchange and the registration approval from the China Securities Regulatory Commission before it can be implemented. Whether the above matters can ultimately be implemented and the completion time are uncertain. Investors are kindly reminded to pay attention to investment risks.
I. Overview of Connected Transactions
The Company held the third meeting of the sixth board of directors, the fifth meeting of the sixth board of directors, the 2024 annual shareholders' meeting, the seventeenth meeting of the sixth board of directors, and the 2025 annual shareholders' meeting on December 13, 2024, April 1, 2025, May 30, 2026, May 18, 2026, and May 28, 2026, respectively, and deliberated and approved the relevant proposals for the Company's targeted issuance of shares. The issuance target, Ruilian Investment, has signed the "Conditional Share Subscription Agreement (Revised Draft) between Ruizhi Pharmaceutical Co., Ltd. and Jiangmen Ruilian Pharmaceutical Investment Co., Ltd. for the Targeted Issuance of Shares by Ruizhi Pharmaceutical Co., Ltd. in 2024" and the "Supplementary Agreement to the Conditional Share Subscription Agreement (Revised Draft) between Ruizhi Pharmaceutical Co., Ltd. and Jiangmen Ruilian Pharmaceutical Investment Co., Ltd. for the Targeted Issuance of Shares by Ruizhi Pharmaceutical Co., Ltd. in 2024" with the Company. Ruilian Investment plans to subscribe for all shares to be issued by the Company in this targeted issuance in cash.
On June 12, 2026, the Company held the nineteenth meeting of the sixth board of directors, deliberated and approved the "Proposal on Adjusting the Issuance Price and Issuance Number of Targeted Share Issuance" and the "Proposal on the Supplementary Agreement to the Conditional Share Subscription Agreement (Revised Draft) Signed by the Company and the Specific Target and Connected Transaction." The Company signed the "Supplementary Agreement" with Ruilian Investment, adjusting some of the original agreement's terms.
Mr. WOO SWEE LIAN, the actual controller, Chairman, and CEO of the Company, is the actual controller of Ruilian Investment. According to the "Shenzhen Stock Exchange GEM Stock Listing Rules," Ruilian Investment is a related party of the Company, and the targeted issuance of shares constitutes a connected transaction.
This connected transaction has been deliberated and approved by the nineteenth meeting of the sixth board of directors of the Company. The connected director, Mr. WOO SWEE LIAN, recused himself from voting. The independent directors' special meeting deliberated and approved the above proposals. The targeted share issuance is subject to the approval of the Shenzhen Stock Exchange and the registration approval from the China Securities Regulatory Commission before it can be implemented.