Charmacy Pharmaceutical Co., Ltd. — M&A Activity 2022

Dec 19, 2022

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Charmacy Pharmaceutical Co., Ltd.

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JIANGXI JIANGZHONG PHARMACEUTICAL COMMERCIAL OPERATION CO., LTD.*

江西江中醫藥商業運營有限責任公司

(A limited liability company established in the People’s Republic of China)

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CHARMACY PHARMACEUTICAL CO., LTD.

創美藥業股份有限公司

(A joint stock limited liability company established in the People’s Republic of China) (Stock code: 2289)

JOINT ANNOUNCEMENT MONTHLY UPDATE IN RELATION TO

POSSIBLE UNCONDITIONAL MANDATORY CASH OFFER BY GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED FOR AND ON BEHALF OF THE OFFEROR TO ACQUIRE ALL THE ISSUED SHARES IN CHARMACY PHARMACEUTICAL CO., LTD. (OTHER THAN THOSE ALREADY OWNED OR AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT)

References are made to the joint announcements of the Jiangxi Jiangzhong Pharmaceutical Commercial Operation Co., Ltd.* (江西江中醫藥商業運營有限責任公司 ) (the “ Offeror ”) and Charmacy Pharmaceutical Co., Ltd. (the “ Company ”) dated 28 September 2022 (the “ Joint Announcement ”), 19 October 2022 and 18 November 2022 in respect of, among other things, the acquisition of the Sale Shares, the Offer and the delay in despatch of the Composite Document. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.

As the making of the Offer is subject to the Completion, which is in turn subject to certain conditions precedent as disclosed in the paragraph headed “Conditions Precedent to the Completion of the Share Transfer Agreement” in the Joint Announcement being satisfied on or prior to the Long Stop Date, the Offeror and the Company would like to provide an update on the status of the conditions precedent. As at the date of this joint announcement, conditions precedent (a), (b) and (f) have been fulfilled and conditions precedent (c), (d), (e) and (g) are to be fulfilled. The Completion is expected to take place on the fifth (5[th] ) Business Day after the last outstanding condition (other than the conditions which can only be fulfilled upon Completion) being fulfilled (or such other date as agreed by the Offeror and the Transferor in writing).

It is currently expected that the Composite Document will be despatched within 7 days from the Completion Date or by 16 January 2023, whichever is earlier. Further announcement(s) will be made in respect of any material developments in relation to the Offer as and when appropriate.

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WARNING

Shareholders and potential investors of the Company should note that the Offer is a possible unconditional mandatory cash offer and will only be made if Completion takes place. As Completion is subject to the satisfaction of the conditions precedent set out in the Share Transfer Agreement, it may or may not take place and the Offer may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company. If Shareholders and potential investors are in any doubt about their position, they should consult their professional advisers.

By Order of the board of directors of By Order of the Board of Jiangxi Jiangzhong Pharmaceutical Commercial Charmacy Pharmaceutical Co., Ltd. Operation Co., Ltd. Yao Chuanglong Yan Jingbin* Chairman Director and Legal Representative

Shantou, the PRC, 19 December 2022

As at the date of this joint announcement, the directors of the Offeror are Mr. Liu Weiquan, Mr. Yan Jingbin, Mr. Wu Xiaohong, Mr. Huang Xingzhi, Mr. Chen Yong, Mr. Lin Xingyao, Ms. Luo Yi, Mr. Cheng Wang and Mr. Xu Zhengqing.

As at the date of this joint announcement, the executive Directors are Mr. Yao Chuanglong, Ms. Zheng Yuyan and Ms. Zhang Hanzi; the non-executive Directors are Mr. Li Weisheng, Mr. Yan Jingbin and Ms. Fu Zheng; and the independent non-executive Directors are Mr. Wan Chi Wai Anthony, Mr. Zhou Tao and Mr. Guan Jian (also known as Guan Suzhe).

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Transferor, the Directors and the Group) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than that expressed by the Directors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than that relating to the Offeror’s Concert Group (for this purpose, excluding the Transferor)) and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than that expressed by the directors of the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statements in this joint announcement misleading.

In the case of inconsistency, the English version of this joint announcement shall prevail over the Chinese version.

* For identification purpose only

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