SYPM 漱玉
Securities Code: 301017
Bond Code: 123172
Securities Abbreviation: Shuyu Pingmin
Bond Abbreviation: Shuyu Convertible Bond
Announcement No.: 2026-059
Shuyu Pingmin Pharmaceutical Chain Co., Ltd.
Announcement on the Signing of Performance Compensation Payment Agreement by Wholly-owned Subsidiary and Performance Promisors and Progress of Performance Compensation
The company and all members of the board of directors guarantee the content of the information disclosure is true, accurate, and complete, and there are no false records, misleading statements, or major omissions.
Shuyu Pingmin Pharmaceutical Chain Co., Ltd. (hereinafter referred to as "the Company")'s wholly-owned subsidiary, Qingdao Shuyu Pingmin Pharmaceutical Co., Ltd. (hereinafter referred to as "Qingdao Shuyu" or "Party A"), recently signed a "Performance Compensation Payment Agreement," "Mortgage Guarantee Contract," and "Equity Pledge Guarantee Contract" with the performance promisors and received part of the performance compensation. The specific situation is announced as follows:
I. Overview of Transaction Matters
The Company convened the 29th meeting of the Second Board of Directors on September 22, 2021, and reviewed and approved the "Proposal on the Acquisition of 100% Equity of Qihe Taiyao Enterprise Management Co., Ltd. by Wholly-owned Subsidiary." Qingdao Shuyu, the wholly-owned subsidiary of the Company, signed the "Restructuring and Acquisition Framework Agreement" with Huaian Taiyao Pharmaceutical Management Co., Ltd. (hereinafter referred to as "Huaian Taiyao"), Jilin Jingyao Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Jilin Jingyao"), Zhushan Leichi Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Zhushan Leichi"), Qingdao Spring Star Pharmacy Chain Co., Ltd. (hereinafter referred to as "Spring Star Pharmacy"), Qihe Taiyao Enterprise Management Co., Ltd. (hereinafter referred to as "Qihe Taiyao"), and Qingdao Spring Star Pharmaceutical Chain Co., Ltd. (hereinafter referred to as "Spring Star Pharmaceutical"). According to the agreement, Qingdao Shuyu will acquire 100% equity of Qihe Taiyao held by Jilin Jingyao and Zhushan Leichi for no more than RMB 288 million, thereby indirectly holding 80% equity of Spring Star Pharmaceutical. Spring Star Pharmaceutical holds the assets and business of 198 directly managed stores injected by Spring Star Pharmacy through asset restructuring. For details, please refer to the "Announcement on the Acquisition of 100% Equity of Qihe Taiyao Enterprise Management Co., Ltd. by Wholly-owned Subsidiary" disclosed by the Company on the Juchao Information Network (www.cninfo.com.cn) on September 24, 2021. The acquisition was completed with industrial and commercial change registration procedures on October 26, 2021, and the Company now holds 80% equity of Spring Star Pharmaceutical.
According to relevant laws and regulations, the acquisition does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies" and does not involve related party transactions.