Watson Biotech(300142.SZ): Tengyun Xinwo Proposed to Become Company's Controlling Shareholder, Stock Resumption of Trading

Watson Biotech (300142.SZ) announced that Beijing Tengyun Xinwo Biotechnology Partnership (Limited Partnership) (referred to as “Tengyun Xinwo”) has signed the “Subscription Agreement for Shares with Conditions Precedent” with the company regarding the issuance of A-shares to specific investors. The company plans to issue no more than 207,983,751 A-shares to the targeted investor Tengyun Xinwo. After this issuance, assuming no other factors affect the share capital, Tengyun Xinwo’s ownership will be 11.51% based on the number of shares issued.

Shareholders Li Yunchun, Chengdu Xiyun Enterprise Management Partnership (Limited Partnership) (“Chengdu Xiyun”), Guangzhou Yingwo Enterprise Management Partnership (Limited Partnership) (“Guangzhou Yingwo”), Huang Tao, Tengyun Huizhi (Beijing) Biotechnology Co., Ltd. (“Tengyun Biotech”), Tengyun Health Management Co., Ltd. (“Tengyun Health”), Ren Xuhong, Zhong Bin, Beijing Xixing Enterprise Management Co., Ltd., and Yuxi Zhengxinli Enterprise Management Partnership (Limited Partnership) have signed a “Joint Investment and Concerted Action Agreement,” agreeing to act in concert on major matters related to the company’s production, operation, governance, and other significant decisions. If there is disagreement on voting rights or how to exercise them, the opinions of Huang Tao, Tengyun Biotech, and Tengyun Health shall prevail. The concerted action is valid for seven years from the date Tengyun Xinwo completes the registration of Watson Biotech shares after this issuance, with possible extensions upon mutual agreement.

Assuming no other factors affect the share capital, after this issuance, Tengyun Xinwo’s direct ownership will reach 11.51% of the total share capital, and combined with its concerted parties, the total ownership will be 14.46%.

Apart from Tengyun Xinwo and its concerted parties holding 14.46% of voting rights, the remaining shareholders’ voting rights are relatively dispersed. After this issuance, the company’s board will have 9 directors, including 3 independent directors. Tengyun Xinwo will nominate 4 non-independent directors and 2 independent directors, constituting a majority of the board. Following this change in equity, the company’s controlling shareholder will be Tengyun Xinwo, with Huang Tao as the actual controller. The company’s stock (stock abbreviation: Watson Biotech, stock code: 300142) will resume trading on March 19, 2026 (Thursday).