上海盟科药业股份有限公司 详式权益变动报告书

Core Viewpoint - The report outlines the equity change of Nanjing Haiqing Pharmaceutical Co., Ltd. (海鲸药业) regarding its acquisition of shares in Shanghai Mengke Pharmaceutical Co., Ltd. (盟科药业), aiming to gain control over the latter through a directed share issuance. Group 1: Equity Change Details - Nanjing Haiqing Pharmaceutical plans to acquire 163,901,373 shares of Shanghai Mengke at a price of RMB 6.30 per share, totaling approximately RMB 1,032.58 million [20][21] - This acquisition will result in Nanjing Haiqing holding 20% of Shanghai Mengke's total shares post-issuance, making it the controlling shareholder [17][18] - The equity change does not trigger any mandatory tender offer obligations [3] Group 2: Purpose and Decision-Making Process - The purpose of the equity change is to gain control over Shanghai Mengke, leveraging its product pipeline and operational capabilities for sustainable development [11] - The decision-making process included approvals from the board of directors and supervisory board of both companies on September 22, 2025 [14] Group 3: Financial and Operational Commitments - Nanjing Haiqing commits to ensuring the independence of Shanghai Mengke in terms of assets, personnel, finance, and operations [40][41] - The company has no plans to change the main business operations of Shanghai Mengke in the next 12 months [32] Group 4: Compliance and Regulatory Aspects - The acquisition is compliant with relevant laws and regulations, with necessary approvals from the board and shareholders required before execution [25][15] - Nanjing Haiqing has confirmed that the funds for the acquisition will be sourced from its own capital or legally raised funds [29]