Shiyao Innovation Pharmaceutical Co., Ltd. (hereinafter referred to as "Shiyao Innovation" or "the Company") and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, without false records, misleading statements, or major omissions.
I. Overview of Related Transactions
(1) Basic Information on Related Transactions
To optimize asset structure and improve asset operation efficiency, Shiyao Innovation signed a "Share Transfer Agreement" with Shiyao Holdings Group Co., Ltd. (hereinafter referred to as "Shiyao Holdings") on February 25, 2026, to transfer its 30.0704% stake in Beijing Guoxin Huijin Co., Ltd. (hereinafter referred to as "Guoxin Huijin") for RMB 230 million (hereinafter referred to as "this transaction").
(2) Relationship with Related Parties
Shiyao Holdings is an enterprise controlled by the actual controller of the Company. According to the "Shenzhen Stock Exchange GEM Stock Listing Rules" and other relevant regulations, Shiyao Holdings is a related legal entity of the Company, and this transaction constitutes a related transaction.
(3) Review Procedures
On February 24, 2026, the Company held the 31st meeting of the 6th Board of Directors, which approved the proposal on the transfer of shares in an associate company and related transactions. Related directors Yao Bing and Han Feng abstained from voting, and the proposal was unanimously approved by non-related directors. Before submitting this proposal for Board review, it was approved by a special meeting of independent directors. According to the "Shenzhen Stock Exchange GEM Stock Listing Rules," "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 7 - Transactions and Related Transactions," and the Company's Articles of Association, this transaction requires approval from the shareholders' meeting, and related parties with a vested interest will abstain from voting. According to the "Measures for the Administration of Major Asset Restructuring of Listed Companies," this transaction does not constitute a major asset restructuring and does not require approval from relevant authorities.
II. Basic Information on Related Parties
(1) Basic Information
| Enterprise Name | Shiyao Holdings Group Co., Ltd. |
|---|---|
| Enterprise Type | Limited Liability Company (Wholly Owned by Hong Kong, Macao, and Taiwan) |
| Legal Representative | Cai Dongchen |
| Registered Capital | RMB 52,136 million |
| Registered Address | No. 896, Zhongshan Road, High-tech Zone, Shijiazhuang |
| Date of Establishment | March 31, 1998 |
| Unified Social Credit Code | 911301002360444643 |
| Business Scope | Investment, holding; sales of gold and jewelry; sales of chemical drugs and intermediates, biological drugs, pharmaceutical preparations, chemical raw materials (excluding hazardous chemicals and controlled chemicals), health products, and pharmaceutical packaging materials; export of products and technologies produced by other enterprises invested by Shiyao Holdings; import and export of raw and auxiliary materials, machinery, equipment, and technologies needed for factories; pharmaceutical technology development, research and development of new processes, new materials, new technologies, and new products; pharmaceutical technology consulting and transfer; wholesale and retail of pharmaceutical intermediates and other chemical products. (Projects requiring approval shall be conducted after approval by relevant departments.) |
(2) Shareholding Structure
As of the date of this announcement, the shareholding structure of Shiyao Holdings is as follows:
| No. | Shareholder Name | Contribution Amount (RMB 10,000) | Contribution Ratio (%) |
|---|---|---|---|
| 1 | Zhuoze Co., Ltd. | 52,136.00 | 100.00 |
| Total | 52,136.00 | 100.00 |
(3) Relationship with the Listed Company
The controlling shareholder of Shiyao Holdings is Zhuoze Co., Ltd., and the actual controller is Mr. Cai Dongchen. Shiyao Holdings is an enterprise controlled by the actual controller of the Company, and according to the "Shenzhen Stock Exchange GEM Stock Listing Rules," it is a related legal entity of the Company, making this transaction a related transaction.