Announcement on Resolutions of the Thirty-second Meeting of the Tenth Board of Directors of Renfu Pharmaceutical Group Co., Ltd.

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Stock code: 600079 Stock abbreviation: Renfu Pharmaceutical No.: Lin No. 2022-074

Special Note

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

The 32nd meeting of the 10th Board of Directors of Renfu Pharmaceutical Group Co., Ltd. (hereinafter referred to as the “Company”) was held at 10:00 a.m. on June 21, 2022 (Tuesday) by means of a communication meeting. The notification time of this meeting is 2022 June 16, 2008. Nine directors should be present at the meeting, and nine directors were present.

The convening of this board meeting complies with the relevant laws, regulations and the “Articles of Association”. The meeting was chaired by Mr. Li Jie, chairman of the board. The meeting reviewed and passed the “Proposal on Approving the Subsidiary’s Purchase of Property Assets”:

Approved the company’s subsidiaries Wuhan Renfu Pharmaceutical Co., Ltd. (the company holds 100% of its equity), Wuhan Renfu Innovative Drug Research and Development Center Co., Ltd. (the company holds 100% of its equity), Wuhan Tianrun Health Products Co., Ltd. (the company holds 100% of its equity), Wuhan Tianrun Health Products Co., Ltd. It has 100% of its equity), Yichang Renfu Pharmaceutical Co., Ltd. (the company holds 80% of its equity), and according to the needs of business development, paid RMB 510,515,700, RMB 467,509,800, RMB 390,050,700, and RMB 276,906,900 to Wuhan Kemei respectively. Lide Biopharmaceutical Co., Ltd. purchased property assets.

Voting results: 9 votes in favor, 0 votes against, and 0 abstentions. For details, please refer to the relevant content published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on the date of this announcement.

Special announcement.

Renfu Pharmaceutical Group Co., Ltd.

Board of Directors

June 22, 2022

Stock code: 600079 Stock abbreviation: Renfu Pharmaceutical No.: Lin No. 2022-075

Announcement on the purchase of assets by Renfu Pharmaceutical Group Co., Ltd.

Special Note

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

Important content reminder

● According to the needs of business development, Wuhan Renfu Pharmaceutical Co., Ltd. (hereinafter referred to as “Renfu Co., Ltd.”), a subsidiary of Renfu Pharmaceutical Group Co., Ltd. (hereinafter referred to as “Renfu Pharmaceutical” or the “Company”), holds 100% of its Equity), Wuhan Renfu Innovative Drug Research and Development Center Co., Ltd. (hereinafter referred to as “Innovative Drug Research and Development Center”, the company holds 100% of its equity), Wuhan Tianrun Health Products Co., Ltd. (hereinafter referred to as “Tianrun Health”, the company holds Its 100% equity), Yichang Renfu Pharmaceutical Co., Ltd. (hereinafter referred to as “Yichang Renfu”, the company holds 80% of its equity) to Wuhan Kemei Lide Biomedical Co., Ltd. (hereinafter referred to as “Kome Lide”). ) to purchase property assets with a total transaction amount of RMB 1,644,983,000.

● This transaction does not constitute a related party transaction, nor does it constitute a major asset reorganization, and there is no major legal obstacle to the implementation of the transaction.

● The transaction has been reviewed and approved at the 32nd meeting of the 10th board of directors of the company, and does not need to be submitted to the company’s general meeting of shareholders for consideration.

● At present, most of the transaction targets are still in the construction stage, and there are uncertain risks in whether they can be delivered as scheduled. The company will actively urge Camelide to build and construct as planned and deliver on schedule. Investors are advised to pay attention to investment risks.

On June 9, 2022, the company disclosed the “Announcement of Renfu Pharmaceutical Group Co., Ltd. on Replying to the Shanghai Stock Exchange’s 2021 Annual Report Information Disclosure Supervision Work Letter” (Lin 2022-068 No.) , among which its subsidiaries Renfu Co., Ltd., Innovative Drug Research and Development Center, Tianrun Health, and Yichang Renfu purchased property assets from Kemei Lide in March 2022, with a total transaction amount of RMB 1,644,983,000. Since the transaction object of each subsidiary is Comeride, according to the principle of accumulative calculation for 12 consecutive months, it is submitted to the board of directors of the company for supplementary deliberation and supplementary disclosure as follows:

1. Overview of the transaction

1. According to the needs of business development, the company’s subsidiaries Renfu Co., Ltd., Innovative Drug Research and Development Center, Tianrun Health, and Yichang Renfu paid RMB 510,515,700, RMB 467,509,800, RMB 390,050,700, and RMB 276,906,900 respectively in March 2022. Purchased property assets from Kemelide with a total transaction amount of RMB 1,644,983,000.

2. Since the transaction object of each subsidiary is Commelide, in accordance with the principle of cumulative calculation for 12 consecutive months, the 32nd meeting of the 10th Board of Directors of the company additionally reviewed and approved the ” Proposal on Approving Subsidiaries to Purchase Property Assets. According to the “Company Law”, “Stock Listing Rules” and “Articles of Association”, the transaction does not need to be submitted to the company’s general meeting of shareholders for deliberation.

3. This transaction does not constitute a related transaction, does not constitute a major asset reorganization, and there is no major legal obstacle to the implementation of the transaction.

2. Introduction to the counterparty of the transaction

Company Name: Wuhan Kemei Lide Biopharmaceutical Co., Ltd.

Unified social credit code: 91420100303537729W

Established: July 25, 2014

Registered place: Room 711, Building C7, No. 666, Gaoxin Avenue, Donghu New Technology Development Zone, Wuhan City

Main office location: No. 66, Guanggu 3rd Road, Hongshan District, Wuhan City

Legal representative: Yang Xiangpeng

Registered capital: 110 million RMB

Kemei Lide is currently mainly engaged in real estate development business and is not a dishonest person subject to execution. The company is a wholly-owned subsidiary of Wuhan Dangjing Commercial Management Co., Ltd., and its actual controller is Liu Bojun. Except for this transaction, there is no other relationship between Camelide and the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.

3. Basic information of the transaction target

The property assets purchased in this transaction are located to the west of Guanggu 3rd Road and the south of Heyeshan North Street, Donghu New Technology Development Zone, Wuhan City, and the land is for commercial use. Details are as follows:

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The above property assets have been licensed for sale, the property rights are clear, there is no mortgage, pledge or any other restrictions on transfer, no litigation, arbitration, or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.

4. The pricing of the transaction target

The company is located in Wuhan East Lake High-tech Development Zone (formerly known as East Lake High-tech Zone), with a good business environment. The company and its subsidiaries plan to further coordinate and focus. The pricing of this transaction is based on the real estate market price around the East Lake New Technology Development Zone or the average sales record price, and is determined through negotiation between the two parties.

1. The average price of office property assets purchased by Renfu Co., Ltd., Innovative Drug R&D Center and Tianrun Health is 10,500-12,800 yuan per square meter (excluding public area). The price information of the property for sale is as follows:

2. The average price of the apartments purchased by Yichang Renfu this time is 10,500 yuan/square meter. After checking the public information of Shell.com, the selling price information of similar properties in the surrounding area is as follows:

3. The talent apartment purchased by Yichang Renfu this time is a single-family house with 3 floors above ground and 2 floors underground. The average price is 70,400 yuan per square meter based on the calculated capacity area. The subsidiary has not inquired about the comparable prices of similar properties in the surrounding area. The price is negotiated and determined based on the average sales record price of 90,000 yuan/square meter.

After investigation and comparison in the surrounding area, each subsidiary chooses to purchase the above property assets, and the transaction price is lower than the surrounding market price or the sales record price, which the company considers to be fair and reasonable.

V. Main content of the transaction contract and transaction progress

(1) Main content of the transaction contract

Renfu Co., Ltd., Innovative Drug Research and Development Center, Tianrun Health, and Yichang Renfu signed a property asset purchase contract with Kemelide on March 10 and March 11, 2022. The main contents are as follows:

Party A (transferor): Kemelide

Party B (transferee): Renfu Co., Ltd., Innovative Drug Research and Development Center, Tianrun Health, Yichang Renfu

1. Transaction price and payment method

(1) The transfer prices of the assets purchased by Party B Renfu Co., Ltd., Innovative Drug R&D Center, Tianrun Health, and Yichang Renfu from Party A are RMB 510,515,672.00, RMB 467,509,770.00, RMB 390,050,688.00, and RMB 276,906,851.00, respectively.

(2) Renfu Co., Ltd., Innovative Drug Research and Development Center, and Tianrun Health purchased assets from Party A. From the date of signing the agreement, within 7 working days after Party A has obtained the sales license for this asset transfer, Party B will purchase assets from Party A. Party pays 80% of the total price. Within 7 working days after Party A completes the real estate transfer registration, Party B shall pay Party A 20% of the total price.

(3) Yichang Renfu purchased 275 apartments from Party A. Within 7 days from the date when the agreement between the two parties came into effect, Yichang Renfu paid the full amount of RMB 150,506,979.00 to Party A; Yichang Renfu purchased 10 apartments from Party A, from Party A Within 5 working days from the date of completing the transfer of off-plan property to existing property, the full payment of RMB 126,399,872.00 shall be paid to Party A, and the total payment above shall be RMB 276,906,851.00.

2. Asset delivery and deadline

(1) On the premise that Renfu Co., Ltd., Innovative Drug Research and Development Center, and Tianrun Health pay the price according to the agreed progress, Party A shall deliver the subject assets that meet the delivery conditions to Party B no later than October 31, 2023.

(2) Yichang Renfu purchased 275 apartments from Party A, and the delivery time shall not be later than June 30, 2023, and meet the delivery conditions approved by the competent government authorities; Yichang Renfu purchased 10 apartments from Party A, and the delivery time shall not be later than June 30, 2023. After June 30, 2022, and meet the delivery conditions approved by the competent government authority.

3. Commitment and Guarantee

Party A promises to guarantee that the house has no property rights disputes and any encumbrances during the transaction. If the house has any defects in the aforementioned rights, Party A shall bear all the responsibilities.

4. Liability for breach of contract

(1) If the transferor delivers the underlying asset overdue, for each overdue day, the transferor shall pay the liquidated damages at 5/10,000 per day based on the transfer price of the underlying asset. If the overdue period exceeds 6 months, the transferee also has the right to request the cancellation of this agreement, requiring the transferor to return the paid transfer price, and pay the fund occupation fee at 5/10,000 per day (calculated from the date of payment by the transferee to until the date of full return), and Party A shall pay Party B liquidated damages at 1% of Party B’s accumulated payment. When the actual economic loss of Party B exceeds the liquidated damages paid by Party A, Party A shall compensate for the difference between the actual economic losses and the liquidated damages.

(2) If there is a defect in the subject asset that is not notified to the transferee in writing, or the transferor violates other stipulations in this agreement, the transferee has the right to request the termination of this agreement, and require the transferor to return the transfer price paid, and the transferor shall 5/5 of the capital occupation fee (calculated from the date of payment by the transferee until the date of full return), and Party A shall pay Party B a penalty of 1% of the accumulative payment made by Party B. When the actual economic loss of Party B exceeds the liquidated damages paid by Party A, Party A shall compensate for the difference between the actual economic losses and the liquidated damages.

(3) If Party A is overdue to go through the ownership registration formalities, if the overdue exceeds 6 months/360 days, Party B has the right to request to check out and cancel the agreement. Party A should return the transfer price paid and compensate Party B for losses according to the facts. .

5. Dispute resolution

Disputes arising from the performance of this contract shall be resolved through negotiation between the two parties. If the negotiation fails, a lawsuit shall be filed in the people’s court where the real estate is located.

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6. Effectiveness of the agreement and others

This agreement will come into effect after the legal representatives or authorized agents of both parties sign or seal and affix the official seals of both parties. This agreement is in two copies, Party A and Party B each hold one copy, which have the same legal effect.

(2) Transaction progress

1. According to the contract, Renfu Co., Ltd., Innovative Drug Research and Development Center, and Tianrun Health paid 80% of the total transaction price to Comeride on March 17, 2022, respectively RMB 408,412,500, RMB 374,007,800, and RMB 312,040,600; within 7 working days from the date when Kemei Lide completes the registration of the real property rights of the transaction subject, Renfu Co., Ltd., Innovative Drug Research and Development Center, and Tianrun Health will report to Kemei. Meride pays the remaining transaction amount, which is 20% of the total price.

2. According to the contract, Yichang Renfu will pay 50,000,000 yuan and 100,507,000 yuan to Kemelide on March 11 and March 14, respectively, after the contract takes effect, that is, the total transaction price for the purchase of the apartment; Yichang Renfu After the completion of the transfer of off-plan properties to existing properties for the target of the transaction, Fu paid 126,399,900 yuan to Kemelide on March 30, that is, the total transaction price for the purchase of the talent apartment.

3. Up to now, the details of the property assets involved in this transaction are shown in the following table:

6. Purpose of the transaction and its impact on the company

(1) Purpose of this transaction

During the “14th Five-Year Plan” period, the company continued to adhere to the development strategy of “becoming a market leader in pharmaceutical market segments”, and continued to enhance and consolidate its core competitiveness through the three major paths of “focus, innovation, and internationalization”, and strive to build a global competitiveness China’s first-class pharmaceutical company. In order to achieve the “14th Five-Year Plan” strategic goal, each of its subsidiaries will focus on established professional subdivisions, integrate internal resources, expand featured businesses, and build core business teams or technology platforms. According to the needs of business development, its subsidiaries, Renfu Co., Ltd., Innovative Drug Research and Development Center, Tianrun Health, and Yichang Renfu respectively purchased property assets in Donghu New Technology Development Zone, which can provide a good business environment, talent and technology for their business development. Support is conducive to the development of the company’s business.

(2) The necessity and rationality of the transaction

1. “Hubei Pharmaceutical Commercial Headquarters” project of Renfu Co., Ltd.

Renfu Co., Ltd. was established in September 2009. It is the company’s subordinate pharmaceutical business and new business investment and financing management and control platform. Its main subsidiaries include Hubei Renfu Pharmaceutical Group Co., Ltd., Hubei Renfu Diagnostic Technology Co., Ltd., etc., which are engaged in hospital drugs. Pure sales, commercial distribution, medical equipment, consumables sales and third-party logistics services. The property assets purchased by Renfu Co., Ltd. will serve as the headquarters of Hubei Pharmaceutical Business Management.

Under the requirements of the company’s development idea of ​​”recruiting and focusing”, Renfu Co., Ltd., as a comprehensive investment management platform, plans to fully integrate its subsidiary pharmaceutical business companies during the “14th Five-Year Plan” period. On the one hand, relying on its subsidiary Hubei Renfu Co., Ltd. The existing Hubei Provincial Public Hospital Network of Pharmaceutical Group Co., Ltd. integrates, intelligently and informatically upgrades the commercial distribution of traditional medical devices, and improves the business service capabilities and market share of the second and third terminals; on the other hand, relying on its subsidiaries The innovative drug commercialization sales team of Wuhan Renfu Kangcheng Pharmaceutical Co., Ltd. has built a domestic and foreign innovative drug introduction cooperation platform and an innovative drug academic promotion platform.

2. “Biomedical ‘Double Creation’ Base” Project of Innovative Drug R&D Center

The Innovative Drug R&D Center was established in August 2020. It is the company’s innovative drug R&D platform and is committed to establishing an internationally competitive R&D pipeline in the group’s key development segments. At present, one project is in clinical phase III, and 3 One project is in the first clinical stage, involving pulmonary fibrosis diseases, tumor immunity and other fields. The property assets purchased by the innovative drug R&D center will be used as a biomedical “double innovation” base.

At present, the global biopharmaceutical market is showing a strong growth trend that is much higher than the global economic growth rate. my country is shortening the time gap between R&D and marketing of innovative drugs in developed countries. Especially with the return of a large number of overseas talents in recent years, my country’s biopharmaceutical market has ushered in gold. development period. However, in terms of the supply chain of the biopharmaceutical industry chain, the industrial ecology of the coordinated development of large and medium-sized enterprises has not yet been formed, and the industrial concentration is not high. Relying on its own research and development strength and the industrial foundation of the group company, and with the help of Wuhan’s innovative system and mechanism, the innovative drug research and development center responds to Wuhan’s major scientific and technological innovation and development strategy, and builds a biomedical “double innovation” base in Optics Valley Biological City, East Lake New Technology Development Zone. Including the open innovation base of the drug full chain CRO and the full dosage form CDMO service center and the business incubation and cultivation base.

3. Tianrun Health “Pharmaceutical E-commerce Service Platform” project

Tianrun Health was established in December 2002. It is engaged in the agency distribution of condoms, health food, maternal and child products and other major health products. It has mastered resources such as brand introduction, channel sales, and marketing. In recent years, it has gradually expanded its e-commerce business and accumulated Rich experience in e-commerce operation. The property assets purchased by Tianrun Health will be used for the operation and maintenance of the pharmaceutical e-commerce service platform.

The vigorous development of the e-commerce market has provided a historic opportunity for the e-commerce of Chinese pharmaceutical companies, and the layout of e-commerce business by pharmaceutical companies has become an industry trend. The company has been focusing on the hospital market for a long time, and its e-commerce business is relatively weak, which restricts further development in the future to a certain extent. It plans to increase efforts to develop new market channels and develop a pharmaceutical e-commerce platform during the “14th Five-Year Plan” period. Combining the above development ideas, as the first enterprise in the group to expand e-commerce business, Tianrun Health, based on its own advantages and combined with the product advantages of the group’s industrial sector, has created a medical and health product introduction, distribution, logistics services and patient management. business service platform.

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4. Yichang Renfu High-end Talent Introduction Project

Yichang Renfu was established in August 2001. It is a national designated R&D and production enterprise for narcotic drugs. It has the first-class new drug remazolam besylate for injection, the first-class new drug fospropofol disodium for injection, and the second-class new drug injection. The new drug remifentanil hydrochloride, the three new drugs sufentanil citrate, alfentanil hydrochloride and other anaesthetic series products; in recent years, Yichang Renfu has actively developed overseas markets, and its products have been carried out in 40 countries and regions. Registered and sold, and 14 high-end slow-release drugs have been approved by the US FDA.

During the “14th Five-Year Plan” period, Yichang People’s Welfare Plan will continue to implement the development strategy of innovation and internationalization driving high-quality development. To this end, Yichang Human Welfare plans to introduce 15 leading talents in R&D, marketing, production quality, etc., and more than 700 master and doctoral talents during the “14th Five-Year Plan” period. In the early stage, Yichang Renfu has set up a research and development and marketing center in Wuhan East Lake New Technology Development Zone, which has played a good role in attracting talents from colleges and universities. In order to further enhance the company’s attractiveness to outstanding talents, Yichang Renfu purchased apartments in Wuhan Donghu New Technology Development Zone to meet the housing needs of leading talents and high-end talents.

(3) The impact of this transaction on the company

The source of funds for the purchase of assets is its own funds. The payment of the transaction consideration will have a certain impact on the company’s cash flow, but the overall impact is limited and controllable, and will not have a significant impact on the company’s financial status and operating results.

(IV) Risk warning

At present, most of the transaction targets are still in the construction stage, and there is a risk of not being able to deliver on time due to factors such as construction arrangements that are not as expected. The company will actively urge Camelide to build and construct as planned and deliver on schedule. Investors are advised to pay attention to investment risks.

7. File directory for reference

1. Resolutions of the thirty-second meeting of the tenth board of directors of the company;

2. Real estate asset purchase contract.

Special announcement.

Renfu Pharmaceutical Group Co., Ltd.

Board of Directors

June 22, 2022

Stock code: 600079 Stock abbreviation: Renfu Pharmaceutical No.: Lin No. 2022-076

About Renfu Pharmaceutical Group Co., Ltd.

Announcement of Ibuprofen Soft Capsule Obtaining Drug Registration Certificate

Special Note

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the content of this announcement, and assume individual and joint responsibility for the authenticity, accuracy and completeness of its content.

Renfu Puke Pharmaceutical (Wuhan) Co., Ltd. (hereinafter referred to as “Wuhan Puck”), a subsidiary of Renfu Pharmaceutical Group Co., Ltd. (hereinafter referred to as “the Company” or “Renfu Pharmaceutical”), holds 85.80% of its equity. According to the long-term repurchase agreement in the capital increase agreement, the company holds 100% of its equity.) Recently, it received the “Drug Registration Certificate” for ibuprofen soft capsules approved and issued by the State Drug Administration. The main contents of the approval document are hereby announced as follows:

1. Drug Name: Ibuprofen Soft Capsules

2. Certificate number: 2022S00519

3. Dosage form: soft capsule

4. Specifications: 0.2g

5. Registration classification: Class 3 chemicals

6. Validity period of the drug: 24 months

7. Application matters: drug registration (domestic production)

8. Drug Approval Number: Guoyaozhunzi H20223377

9. Validity period of drug approval number: until June 6, 2027

10. Pharmaceutical manufacturing enterprise: Renfu Puke Pharmaceutical (Wuhan) Co., Ltd.

11. Approval conclusion: According to the “Pharmaceutical Administration Law of the People’s Republic of China” and relevant regulations, after review, this product meets the relevant requirements of drug registration, and the registration is approved and a drug registration certificate is issued.

Ibuprofen is used to relieve mild to moderate pain such as joint pain, neuralgia, muscle pain, migraines, headaches, dysmenorrhea, toothache, and fever caused by the common cold or influenza. PuraCap Pharmaceutical LLC, a subsidiary of Renfu Pharmaceutical Holdings (the company holds 72% of its equity), obtained the ANDA approval of the US FDA for ibuprofen soft capsules in June 2016, and then transferred it to Wuhan Puke. Wuhan Puke submitted the registration application for ibuprofen soft capsules in accordance with the requirements of the new registration classification of chemical drugs in November 2017. Up to now, the cumulative research and development investment of this project (including ANDA application) is about RMB 1.8 million. The ibuprofen soft capsule obtained the “Drug Registration Certificate” in China, which is deemed to have passed the consistency evaluation of the quality and efficacy of generic drugs (hereinafter referred to as “consistency evaluation”). According to the website of the State Food and Drug Administration, a total of 4 domestic companies have obtained approval for the production of ibuprofen soft capsules, and Wuhan Puke is the first company to pass the consistency evaluation of this dosage form. According to statistics from Minet.com, in 2021, the sales of ibuprofen soft capsules in the three major terminal public hospitals and urban physical pharmacies in cities, counties and townships in my country will be approximately RMB 1.86 million. The main manufacturers include NBP of CSPC Pharmaceutical Co., Ltd., Dalian Tianyu Orson Pharmaceutical Co., Ltd., etc. In 2021, Wuhan Puke’s sales of ibuprofen soft capsules will be approximately RMB 130 million, mainly in the US market.

After the approval of the ibuprofen soft capsules, Wuhan Puke will arrange the production and marketing according to the market demand. The specific future sales of this product may be affected by factors such as industry policies and market environment, and there are uncertainties. Investors are advised to make decisions carefully and pay attention to preventing investment risks.

Special announcement.

Renfu Pharmaceutical Group Co., Ltd.

Board of Directors

June 22, 2022

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