中国医药健康产业股份有限公司第九届董事会第34次会议决议公告

Meeting Overview - The 34th meeting of the 9th Board of Directors of China Pharmaceutical Health Industry Co., Ltd. was held on December 29, 2025, combining in-person and communication methods, chaired by Chairman and General Manager Yang Guang [2] - All 8 directors attended the meeting, and the meeting complied with the relevant provisions of the Company Law and the Articles of Association, making the resolutions valid [4][5] Resolutions Passed - The board approved the proposal to acquire 70% equity of Shanghai Zezheng Pharmaceutical Technology Co., Ltd. for a cash consideration of 525 million RMB [6][14] - The board also approved the revision of the "System Management Measures" [8][9] Transaction Details - The acquisition aims to enhance the company's comprehensive strength in pharmaceutical research and development, addressing current shortcomings in its R&D system and achieving a full industry chain from research to production [18] - The total transaction amount is 525 million RMB, funded by the company's own and/or self-raised funds [18] - After the transaction, the company will hold 70% of Zezheng Pharmaceutical, which will become a subsidiary included in the company's consolidated financial statements [18] Financial Overview of the Target Company - As of September 30, 2025, Zezheng Pharmaceutical had total assets of 421.63 million RMB and net assets of 264.62 million RMB, with a revenue of 107.29 million RMB and a net loss of 40.85 million RMB for the first nine months of 2025 [47] - The valuation of Zezheng Pharmaceutical was assessed at 758.84 million RMB using the income approach, indicating a significant increase in value [48] Strategic Importance of the Transaction - The acquisition is expected to strengthen the company's position in the pharmaceutical R&D sector, allowing for deeper integration of technology, market, and resources, and enhancing competitiveness [63] - The management of Zezheng Pharmaceutical will be arranged according to the agreement, ensuring the company's legal rights and control [63]