Shandong Buchang Pharmaceutical Co., Ltd. Progress Announcement on the Proposed Equity Transfer of Its Controlling Subsidiary

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Securities Code: 603858 Securities Abbreviation: Buchang Pharmaceutical Announcement Number: 2026-029

Shandong Buchang Pharmaceutical Co., Ltd.

Announcement on the Progress of the Proposed Equity Transfer of a Controlling Subsidiary

The Board of Directors of the company and all directors guarantee that there are no false records, misleading statements, or major omissions in the content of this announcement, and assume legal responsibility for the truthfulness, accuracy, and completeness of its content.

I. Overview of the Transaction

Hunan Zhongce Biotechnology Co., Ltd. (hereinafter referred to as “Hunan Zhongce”) is a controlling subsidiary of Buchang (Guangzhou) Medical Diagnostics Co., Ltd. (hereinafter referred to as “Buchang (Guangzhou) Medical Diagnostics”), which holds 60.00% of its equity, while Yang Futai holds 40.00% of its equity. Changsha Zhongce Biotechnology Co., Ltd. (hereinafter referred to as “Changsha Zhongce Biotechnology”) is a company wholly owned by Hunan Zhongce.

Due to business development needs, Buchang (Guangzhou) Medical Diagnostics intends to transfer its 60.00% equity in Hunan Zhongce to Yang Futai for a price of 1.00 RMB. Upon completion of this transfer, Buchang (Guangzhou) Medical Diagnostics will no longer directly or indirectly hold any equity in Hunan Zhongce or Changsha Zhongce Biotechnology. For specific details, please refer to the announcement “Announcement on the Proposed Equity Transfer of a Controlling Subsidiary” disclosed by the company on March 13, 2026, on the Shanghai Stock Exchange website (www.sse.com.cn) (Announcement Number: 2026-026).

II. Progress of the Transaction

Recently, Buchang (Guangzhou) Medical Diagnostics and the relevant parties officially signed the “Equity Transfer Agreement of Hunan Zhongce Biotechnology Co., Ltd.” The main content of the agreement is as follows:

  1. Parties to the Agreement

Party A: Buchang (Guangzhou) Medical Diagnostics

Party B: Yang Futai

Party C: Hunan Zhongce (hereinafter referred to as “Target Company”)

  1. Transfer of Target Equity

(1) Both parties agree that Party B will acquire 60.00% of the equity of the Target Company (corresponding to 1.2 million RMB registered capital, hereinafter referred to as “Target Equity”) held by Party A in accordance with the terms and conditions stipulated in the agreement.

(2) Upon completion of this equity transfer, the shareholding structure of the Target Company will change as follows:

(3) All parties confirm that the reference date for this equity transfer is December 31, 2025. An audit and evaluation institution recognized by the parties will audit and evaluate the financial situation of the Target Company as of the reference date and issue audit and evaluation reports.

(4) Based on the audit and evaluation situation of the Target Company as of the reference date, and according to the current operating conditions of the Target Company, the parties have determined through friendly consultation that the transfer price for this equity transfer will be 1 RMB.

(5) Party B shall pay the full equity transfer price to the bank account designated by Party A within 5 working days after the agreement is signed.

  1. Delivery of Target Equity

(1) The parties agree to initiate the delivery of the Target Equity within 10 working days after the signing of this agreement. All parties shall make their utmost effort to complete the delivery of the Target Equity.

(2) The completion of the industrial and commercial change registration for the transfer of the Target Equity shall be regarded as the completion of this equity transfer, and the date of completion of this equity transfer shall be considered the delivery date.

(3) The relevant taxes and fees involved in this equity transfer shall be borne by each party in accordance with the provisions of relevant laws, regulations, and normative documents.

(4) All parties confirm that the period from the signing of this agreement to the completion date of this equity transfer is the transition period. The profits and losses realized by the Target Company during the transition period shall be enjoyed and borne by Party B according to its equity proportion in the Target Company, which does not affect the transfer price of this equity.

  1. Breach of Contract Liability

After this agreement takes effect, if any party fails to perform its obligations under this agreement or makes any false statements, guarantees, or commitments, it shall be deemed a breach. The breaching party shall remedy the breach within 30 days from the date of written notice issued by the non-breaching party. If the breaching party fails to remedy the breach within the specified time, it shall pay the non-breaching party a penalty of 5,000,000 RMB (in lowercase: ¥5,000,000) within 5 days from the expiration of the aforementioned period, and if the non-breaching party incurs any costs, liabilities, or suffers any losses (hereinafter referred to as “Losses”), the breaching party shall also compensate the non-breaching party for any such Losses (including but not limited to interest paid or lost due to breach and attorney fees).

  1. Dispute Resolution

(1) Any disputes arising from the interpretation or performance of this agreement shall first be resolved through friendly negotiation. If negotiation fails, either party has the right to file a lawsuit in the People’s Court with jurisdiction at Party A’s domicile.

(2) During the negotiation or litigation of the relevant disputes, except for the matters in dispute, all parties to this agreement shall continue to perform their obligations under this agreement in good faith in all other respects.

  1. Conditions for Effectiveness

This agreement shall be established and take effect from the date it is sealed by Party A and Party C and signed by the legal representative or authorized representative, and signed by Party B or its authorized representative.

This announcement is made.

Board of Directors of Shandong Buchang Pharmaceutical Co., Ltd.

March 18, 2026

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