Beijing Lideman Biochemical Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company" or "Listed Company") intends to acquire 235,040,700 shares of Beijing Saishang Xiangrui Biological Products Co., Ltd. (hereinafter referred to as "Saishang Xiangrui") held by Hainan Baimai Investment Co., Ltd., Hainan Saishang Baijia Hui Technology Development Co., Ltd., and Nanjing Baijiarui Enterprise Management Consulting Partnership (Limited Partnership) (representing 61.50% of the issued share capital of Saishang Xiangrui) (hereinafter referred to as the "Transaction") through cash payment.
The Company's Board of Directors provides the following explanation on the dilution of immediate returns from the Transaction and related remedial measures:
In accordance with the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market" (Guo Ban Fa [2013] No. 110), the "Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guo Fa [2014] No. 17), and the "Guiding Opinions on Matters Related to the Dilution of Immediate Returns from Issuance, Refinancing, and Major Asset Restructuring" (CSRC [2015] No. 31), the Company has conducted a thorough, prudent, and objective analysis of the impact of the Transaction on the dilution of immediate returns.
I. Impact of the Transaction on Earnings Per Share
According to the financial statements of the listed company and the "Review Report on Pro Forma Financial Statements" (Rongcheng Review Zi [2026]100Z0014) issued by Rongcheng Certified Public Accountants (Special General Partnership), the net profit attributable to parent company shareholders and basic earnings per share before and after the transaction are as follows:
| Project | 2025/12/31 / 2025 Fiscal Year | 2024/12/31 / 2024 Fiscal Year |
|---|---|---|
| Before Transaction | Pro Forma (After Transaction) | |
| Net Profit Attributable to Parent Company Shareholders (RMB 10,000) | -2,298.31 | 8,977.16 |
| Basic Earnings Per Share (RMB/share) | -0.04 | 0.15 |