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

Jan 4, 2022

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this 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 announcement.

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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 PRC)

(Stock Code: 2289)

ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE, RULE 13.09(2)(a) OF THE LISTING RULES AND INSIDE INFORMATION PROVISIONS UNDER PART XIVA OF THE SFO AND

END OF OFFER PERIOD

This announcement is made by the board of directors (the “ Board ”) of Charmacy Pharmaceutical Co., Ltd. (the “ Company ”) pursuant to Rule 3.7 of the Hong Kong Code on Takeovers and Mergers (the “ Takeovers Code ”), Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”).

References are made to (1) the announcement of the Company dated 21 October 2021 (the “ Rule 3.7 Announcement ”) pursuant to Rules 3.7 and 3.8 of the Takeovers Code, Rule 13.09 of the Listing Rules and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the SFO and (2) the announcements of the Company dated 19 November 2021 and 20 December 2021, each pursuant to Rule 3.7 of the Takeovers Code. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Rule 3.7 Announcement.

UPDATE ON THE POSSIBLE TRANSACTION

The Board wishes to update the Shareholders and potential investors of the Company on the Possible Transaction. On 4 January 2022, the Board was informed by Mr. Yao that no definitive nor legally-binding agreement has been entered into in respect of the Possible Transaction and that Mr. Yao and the Potential Purchaser have entered into a termination agreement to terminate the Possible Transaction.

END OF OFFER PERIOD

For the purpose of the Takeovers Code, the offer period in relation to the Possible Transaction, which commenced on 21 October 2021, ends on the date of this announcement. Pursuant to Rule 31.1(b) of the Takeovers Code, except with the consent of the Executive of the Corporate Finance Division of the SFC, neither the Potential Purchaser nor any person who acted in concert with it in the course of the Possible Transaction, nor any person who is subsequently acting in concert with any of them may, within six months from the date on which the offer period in relation to the Possible Transaction is closed (i.e. 4 January 2022) either: (i) announce an offer or possible offer for the Company (including a partial offer which could result in the Potential Purchaser holding shares of the Company carrying 30% or more of the voting rights of the Company); or (ii) acquire any voting rights of the Company if the Potential Purchaser or persons acting in concert with it would thereby become obliged under Rule 26 of the Takeovers Code to make an offer.

Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional adviser(s).

By Order of the Board

Charmacy Pharmaceutical Co., Ltd. Yao Chuanglong Chairman

Shantou, the PRC, 4 January 2022

As at the date of this announcement, the executive Directors are Mr. Yao Chuanglong, Ms. Zheng Yuyan and Mr. Lin Zhixiong; the non-executive Director is Mr. Li Weisheng; 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 jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statements in this announcement misleading.

* For identification purpose only