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Heilongjiang Zhenbaodao Pharmaceutical Co., Ltd. Notice on the Shareholders' Proposal to Provide Additional Pledge for the Non-Public Issuance of Exchangeable Corporate Bonds
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Stock Code: 603567 Stock Abbreviation: Zhenbao Island Announcement No.: Lin 2026-022
Heilongjiang Zhenbao Island Pharmaceutical Co., Ltd.
Regarding the Controlling Shareholder’s Plan to Process a Private Placement of Exchangeable Corporate Bonds
Supplementary Pledge of Shares Notice
The Board of Directors of the Company and all directors guarantee that the content of this announcement does not contain any false records, misleading statements, or major omissions, and bear legal responsibility for the authenticity, accuracy, and completeness of its content.
Important Content Reminder:
● As of March 25, 2026, Heilongjiang Zhenbao Island Pharmaceutical Co., Ltd. (hereinafter referred to as “the Company”) controlling shareholder Heilongjiang Chuangda Group Co., Ltd. (hereinafter referred to as “Chuangda Group”) holds 496,275,969 shares of the Company, accounting for 52.74% of the total share capital of the Company, with a total of 394,160,669 shares pledged, accounting for 79.42% of the shares held, with no concerted acting parties.
● Chuangda Group plans to provide a supplementary pledge of 4,400,000 shares of the Company (accounting for 0.47% of the total share capital of the Company and 0.89% of the shares held by Chuangda Group) for the exchange of shares with bondholders and to provide guarantees for the principal and interest repayment of the exchangeable corporate bonds issued by Heilongjiang Chuangda Group Co., Ltd. in 2023 to professional investors (Phase I) (hereinafter referred to as “23 Chuang 01EB”) and (Phase II) (hereinafter referred to as “23 Chuang 02EB”), of which: 2,400,000 shares for the supplementary pledge of 23 Chuang 01EB, and 2,000,000 shares for the supplementary pledge of 23 Chuang 02EB.
● After the completion of this supplementary pledge registration, the total number of shares pledged by Chuangda Group will be 398,560,669 shares, accounting for 80.31% of the shares held.
I. The situation of shares intended for pledge by the listed company
Recently, the Company received a notice from Chuangda Group, stating that according to the relevant agreements for the issuance of 23 Chuang 01EB and 23 Chuang 02EB bonds and in conjunction with its current guarantee situation, Chuangda Group intends to provide a supplementary pledge of 4,400,000 shares of the Company (freely tradable shares) to the trustee managers of 23 Chuang 01EB and 23 Chuang 02EB, Zhongde Securities Co., Ltd. (hereinafter referred to as “Zhongde Securities”), and transfer these shares to the pledge special account for 23 Chuang 01EB and 23 Chuang 02EB opened by Chuangda Group and Zhongde Securities at the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, of which: 2,400,000 shares for the supplementary pledge of 23 Chuang 01EB and 2,000,000 shares for the supplementary pledge of 23 Chuang 02EB. After the completion of this supplementary pledge, the total number of shares pledged by Chuangda Group will be 398,560,669 shares, accounting for 42.36% of the total share capital of the Company, and 80.31% of the total shares held by Chuangda Group.
The registration procedures for this supplementary pledge of shares have not yet been completed, and the intended handling situation is as follows:
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The shares intended for pledge do not exist as guarantees or other security purposes for significant asset restructuring performance compensation or other matters.
The cumulative pledge situation of the controlling shareholder’s shares
Chuangda Group has no concerted acting parties. As of the date of this announcement, the cumulative pledge situation of Chuangda Group’s shares is as follows:
Unit: shares
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Note: Due to the convertible bonds (Phase I) and (Phase II) of Chuangda Group, there has been a reduction in the number of shares held from 523,231,148 shares to 496,275,969 shares, and the “cumulative pledged number before this pledge” in the table has reduced from 421,115,848 shares to 394,160,669 shares.
II. The pledge situation of the controlling shareholder’s shares of the listed company
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Note: ① The 4,400,000 shares intended for supplementary pledge have been listed in the above table.
② Due to rounding, there may be discrepancies between totals and detailed numbers.
As of the date of this announcement, Chuangda Group does not have any situations that could harm the interests of the listed company due to non-operational fund occupation, illegal guarantees, related transactions, etc.
The supplementary pledge of shares by Chuangda Group is used to provide guarantees for the exchange of shares and principal and interest repayment of the exchangeable corporate bonds. This pledge will not adversely affect the Company’s main business or its ongoing operational capabilities and will not adversely impact the Company’s production, operation, or corporate governance, nor will it lead to a change in control of the Company.
Chuangda Group has no performance compensation obligations to fulfill.
The credit situation of the controlling shareholder
(1) Basic situation of the controlling shareholder
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Main financial data:
Unit: 100 million yuan
■
Note: Financial data for the year 2024 is audited data, and financial data from January to September 2025 is unaudited data.
(2) Debt repayment capability indicators (as of September 30, 2025)
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(3) As of March 24, 2026, the balance of the exchangeable corporate bonds issued by controlling shareholder Chuangda Group is 173.34 million yuan, with a bond balance of 173.34 million yuan to be repaid within the next year.
(4) The controlling shareholder does not have any major lawsuits or arbitration issues related to debt problems.
(5) The operating and performance situation of the controlling shareholder Chuangda Group is normal. The sources of debt repayment funds mainly come from operational returns and dividends from subsidiary companies, and financing can be obtained through banks and other financial institutions, with no debt repayment risks.
In the past year, the controlling shareholder Chuangda Group has not engaged in significant transactions involving fund exchanges, related transactions, external guarantees, or external investments with the Company.
Currently, the cumulative number of pledged shares by the controlling shareholder Chuangda Group has exceeded 80% of its shareholding ratio. This pledge of shares by the controlling shareholder is to provide guarantees for the exchange of shares and principal and interest repayment of 23 Chuang 01EB and 23 Chuang 02EB, and there is currently no risk of forced liquidation or forced transfer of ownership.
So far, Chuangda Group’s operating situation is stable, and its credit status is good, and it possesses the ability to fulfill obligations, with no risk of violation. Should any forced liquidation or other risks arise in the future, Chuangda Group will take measures including but not limited to early buybacks, supplementary pledged targets, and additional collateral. If there are any other significant changes, the Company will fulfill its information disclosure obligations in a timely manner according to relevant regulations, and we urge investors to pay attention to investment risks.
This is hereby announced.
Board of Directors of Heilongjiang Zhenbao Island Pharmaceutical Co., Ltd.
March 27, 2026
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