Charmacy Pharmaceutical Co., Ltd. — M&A Activity 2023

Feb 10, 2023

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)

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)

JIANGXI PHARMACEUTICAL INVESTMENT CO., LIMITED 江西醫藥投資有限公司

(Incorporated in Hong Kong with limited liability)

JOINT ANNOUNCEMENT

(1) CLOSE OF THE UNCONDITIONAL MANDATORY CASH OFFER BY GUOTAI JUNAN SECURITIES (HONG KONG) LIMITED

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); AND (2) APPLICATION FOR SUSPENSION OF TRADING

Financial Adviser to the Offeror

Guotai Junan Capital Limited

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Reference is made to the composite offer and response document jointly issued by Jiangzhong Yishang, the Offeror and the Company dated 20 January 2023 (the “ Composite Document ”). Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

CLOSE OF THE OFFER

The Offeror and the Company jointly announce that the Offer was closed at 4:00 p.m. (Hong Kong time) on Friday, 10 February 2023 and was not revised or extended by the Offeror.

APPLICATION FOR SUSPENSION OF TRADING

The Offeror and the Company noted that there appears to be an issue in relation to the discrepancy in the level of acceptances having been tendered. As such, more time is required to ascertain the actual level of acceptances of the Offer. Further announcement will be made in respect of the result of the Offer in due course.

In view of such circumstances, an application for the suspension of trading of the Shares will be made to the Stock Exchange. Further announcement in this regard will be made as and when appropriate.

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

Shantou, the PRC, 10 February 2023

As at the date of this joint announcement, the directors of Jiangzhong Yishang 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).

As at the date of this joint announcement, the sole director of the Offeror is Mr. Yan Jingbin.

The sole director of the Offeror and the directors of Jiangzhong Yishang 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

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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 sole director of the Offeror and the directors of Jiangzhong Yishang) 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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