河南太龙药业股份有限公司

Core Viewpoint - The announcement details the change of control at Henan Tailong Pharmaceutical Co., Ltd., with the transfer of shares from the current controlling shareholder to Jiang Pharmaceutical Group Jiangxi Pharmaceutical Holdings Co., Ltd. This transaction includes a share transfer agreement, a concerted action agreement, and a conditional share subscription agreement. Group 1: Share Transfer Details - On December 8, 2025, the controlling shareholder Zhengzhou Tai Rong Industrial Investment Co., Ltd. agreed to transfer 50,100,000 shares (8.73% of total shares) to Jiang Pharmaceutical Holdings at a price of 11.043 CNY per share, totaling 553,254,300 CNY [2][4] - The share transfer will occur in two phases: the first phase involves 42,300,000 shares (7.37% of total shares) and the second phase involves 7,800,000 shares (1.36% of total shares) [3][4] Group 2: Concerted Action Agreement - A concerted action agreement was signed on December 8, 2025, stipulating that Tai Rong and Jiang Pharmaceutical Holdings will make joint decisions on major company matters, with Jiang Pharmaceutical Holdings having the final say in case of disagreements [3][4] Group 3: New Share Issuance - Jiang Pharmaceutical Holdings plans to fully subscribe to a new issuance of up to 74,605,216 shares, which would represent 19.23% of the total shares post-issuance, subject to regulatory approvals [4][9] - The issuance price is set at 6.09 CNY per share, which is not less than 80% of the average trading price over the previous 20 trading days [9][10] Group 4: Control Change and Governance - The controlling shareholder will change from Tai Rong to Jiang Pharmaceutical Holdings, with the actual controller shifting from Zhengzhou High-tech Industrial Development Zone Management Committee to Jiangxi Provincial State-owned Assets Supervision and Administration Commission [4][12] - The governance structure will be adjusted to reflect the new ownership, with Jiang Pharmaceutical Holdings entitled to nominate a significant number of board members [35][36] Group 5: Financial and Operational Impact - The transaction is expected to enhance the company's strategic development in traditional Chinese medicine and health sectors, leveraging Jiang Pharmaceutical's resources [7] - The company assures that the transaction will not adversely affect its normal operations [6]