Stock code: 688065 Stock abbreviation: Cathay Biotech Announcement No.: 2025-011

Shanghai Cathay Biotechnology Co., Ltd

Announcement on the results of the issuance of A shares to specific targets and changes in share capital

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

Important Content Notes:

Quantity and price of issuance

1. Number of shares issued: 137,911,755 shares

2. Issue price: 42.97 yuan / share

3. Total amount of funds raised: RMB 5,926,068,112.35

4. Net amount of funds raised: RMB 5,914,724,993.63

Estimated time to market

Shanghai Cathay Biotechnology Co., Ltd. (hereinafter referred to as the "Company", "Cathay Biotech" or

The "Issuer") issued 137,911,755 new shares in the PRC on March 31, 2025

The Shanghai Branch of Securities Depository and Clearing Co., Ltd. completed the share registration procedures. This offering is new

The shares are tradable shares with restricted sale conditions, and the new shares issued in this issue will be issued on the next trading day after the expiration of the restricted period

Listed and traded on the Science and Technology Innovation Board of the Shanghai Stock Exchange (the expected listing time is a statutory holiday or rest day,

to the first trading day thereafter).

Transfers of assets

The shares issued this time are all subscribed in cash and do not involve the transfer of assets.

The impact of the issuance on the company's share capital structure

Upon completion of the Offering, the Company will add 137,911,755 restricted and outstanding shares. This offering will not

Resulting in a change in the de facto control of the company. Before and after the transaction, the controlling shareholder of the company was Cathay

Industrial Biotech Ltd. (hereinafter referred to as "CIB") was changed to Shanghai Yaoxiu Biotechnology Partnership

Enterprise (Limited Partnership) (hereinafter referred to as "Shanghai Yaoxiu"); CIB AND SHANGHAI YAOXIU ARE BOTH LICENSED BY XIUCAI LIU

Therefore, after the completion of this issuance, the actual controller of the company is still XIUCAI LIU

(Liu Xiucai) family, this offering will not lead to a change in the control of the company.

1. Overview of the Offering

(1) The internal decision-making procedures for the performance of this issuance

The matters related to this issuance have been deliberated and approved by the ninth meeting of the second board of directors of the company, the second extraordinary general meeting of shareholders in 2023, the twelfth meeting of the second board of directors, the twentieth meeting of the second board of directors, the 2023 annual general meeting of shareholders and the 21st meeting of the second board of directors.

On June 25, 2023, the ninth meeting of the second board of directors of listed companies deliberated and approved the "About the Company

2023 Annual Plan for the Issuance of A-shares to Specific Targets" and other related proposals, Shanghai Yaoxiu signed the "Conditional Effective Share Subscription Agreement" with the listed company.

On July 21, 2023, the second extraordinary general meeting of shareholders of listed companies in 2023 deliberated and approved the "About the Public".

The company meets the conditions for issuing A shares to specific targets" and "On the company's issuance to specific targets in 2023

Proposal on the A-share stock plan" and "Proposal on the company's 2023 plan to issue A-shares to specific targets".

"Proposal on Requesting the General Meeting of Shareholders to Approve the Exemption of Shanghai Yaoqin Biotechnology Partnership (Limited Partnership) (to be Established) from Increasing the Company's Shares by Tender Offer" and other proposals related to this issuance.

On August 17, 2023, the twelfth meeting of the second board of directors of listed companies deliberated and approved the "About the Public".

Proposal for the 2023 Preliminary Plan for the Issuance of A Shares to Specific Targets (Revised Draft)" and other proposals related to this issuance.

On June 4, 2024, the 20th meeting of the second board of directors of listed companies deliberated and approved the "About Submission

Proposal of the General Meeting of Shareholders to extend the validity period of authorizing the Board of Directors and its authorized persons to handle matters related to the Company's issuance of A shares to specific targets in 2023.

On June 27, 2024, the 2023 Annual General Meeting of Shareholders deliberated and approved the "Proposal for Extension of the General Meeting of Shareholders

Authorize the Board of Directors and its authorized persons to handle the validity period of matters related to the Company's issuance of A shares to specific targets in 2023. The resolution of the general meeting of shareholders to issue shares to specific targets shall be valid from the expiration of the original validity period

from the date of extension of 12 months, i.e. until July 19, 2025.

On July 29, 2024, the 21st meeting of the second board of directors of listed companies deliberated and approved the "About

Proposal to adjust the company's 2023 plan to issue A shares to specific targets" and other related proposals.

(2) The regulatory approval process for the performance of the issuance

On November 8, 2024, the company received the "About Shanghai Cathay Biotechnology Co., Ltd. Co., Ltd." issued by the Shanghai Stock Exchange

Notice of the Company's Review Opinions on Issuing Shares to Specific Targets", which holds that Shanghai Cathay Biotechnology Co., Ltd.'s application for issuing shares to specific targets meets the issuance conditions, listing conditions and information disclosure requirements. The firm will submit the application to the CSRC for registration after completing the relevant procedures and receiving your company's application documents.

On December 3, 2024, the company received the "Consent to Shanghai Cathay Biotechnology" issued by the China Securities Regulatory Commission

Approval of the registration of the issuance of shares by a company limited by shares to specific targets (Zheng Jian Xu Xu [2024] No. 1662) (Note

with an effective date of November 25, 2024), agreeing to the company's application for registration of the issuance of shares to specific targets,

Valid for 12 months.

(3) The issuance

1. The type and par value of the shares issued

The shares issued this time are domestically listed RMB ordinary shares (A shares) with a par value of RMB 1.00 per share.

2. Number of issuances

The number of shares to be issued this time is 137,911,755 shares, which does not exceed 30% of the company's total share capital before the issuance to specific objects, does not exceed the maximum number of shares to be issued by the company's general meeting of shareholders and the board of directors and approved by the China Securities Regulatory Commission, does not exceed the upper limit of the number of shares to be issued as stipulated in the issuance plan, and the number of shares to be issued is not less than 70% of the number of shares to be issued.

3. Issue price and pricing method

According to the "Administrative Measures for the Registration of Securities Issuance of Listed Companies" and other relevant regulations, the pricing benchmark date of this issuance is the date of the announcement of the company's board of directors resolution on the issuance of shares (that is, the resolution of the ninth meeting of the second board of directors).

Notice: June 26, 2023). The issue price shall not be lower than the 20 trading days before the pricing reference date

80% of the average trading price of the ticket (average stock trading price for 20 trading days prior to the pricing base date = 20 trading days before the pricing base date.)

Total stock trading volume on trading days / Total stock trading volume for 20 trading days prior to the pricing reference date).

According to the above provisions, the issue price was originally determined to be 43.34 yuan per share, which was not less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date. If the company's shares are subject to dividends, share gifts, capital reserve conversion to share capital and other ex-rights and dividends from the pricing basis date to the issuance date, the floor price of the issuance will be adjusted accordingly according to the following methods. The adjustment formula is:

Cash dividend: P1=P0—D

Bonus shares or conversion of share capital: P1=P0/(1+N)

Two items are carried out simultaneously: P1=(P0—D)/(1+N)

Among them, P0 is the issue price before adjustment, P1 is the issue price after adjustment, the cash dividend per share is D, and the number of bonus shares or converted share capital per share is N.

On June 27, 2023, the company's 2022 annual general meeting of shareholders deliberated and approved the "About 2022 Annual Profits

Proposal on the Profit Distribution Plan", agreeing that the company will distribute a cash dividend of 1.80 yuan (tax included) to all shareholders for every 10 shares based on the total share capital registered on the record date of the implementation of equity distribution after deducting the shares in the special account for repurchase. 2024

On June 27, the company held the 2023 annual general meeting of shareholders, at which the meeting deliberated and approved the "About 2023

Proposal on profit distribution plan", agreeing that the company will distribute a cash dividend of 1.90 yuan (tax included) to all shareholders for every 10 shares based on the total share capital registered on the record date of the implementation of equity distribution and deducting the shares in the special account for repurchase. In view of the completion of the implementation of the company's above-mentioned equity distribution plan, according to the relevant terms of the company's adjustment of the price and quantity of shares issued to specific objects, the issue price of the company's shares issued to specific objects has been adjusted from 43.34 yuan per share to 42.97 yuan per share. The number of shares to be issued to specific targets has been adjusted from no more than 152,284,263 shares (inclusive) to no more than 153,595,531 shares (including the number of shares).

4. Raised funds and issuance costs

The total amount of funds raised in the offering was RMB5,926,068,112.35, and the actual net proceeds were RMB5,914,724,993.63 after deducting various issuance expenses (excluding VAT) of RMB11,343,118.72.

5. Sponsor and lead underwriter

The joint sponsor (joint lead underwriter) of the offering is CITIC Securities Co., Ltd. (hereinafter referred to as the ""Joint Lead Underwriter").

(4) The capital verification and share registration of the raised funds

1. Verification of raised funds

According to the "Verification Report" issued by Tianjian Certified Public Accountants (Special General Partnership) on March 24, 2025

Notice (Tian Jian Yan [2025] No. 3-11), as of March 24, 2025, sponsor (lead underwriter)

The subscription funds of RMB 5,926,068,112.35 have been received from the investors participating in the issuance in the special account designated by CITIC Securities.

On March 24, 2025, CITIC Securities transferred the subscription money to the company after deducting the sponsor underwriting fee

The special account for raising funds issued to specific targets is fixed.

According to the "Capital Verification Report" issued by Tianjian Certified Public Accountants (Special General Partnership) on March 24, 2025

Notice (Tian Jian Yan [2025] No. 3-12), as of 11:49 on March 24, 2025, issuer

The total proceeds of the issuance amounted to RMB5,926,068,112.35, deducting expenses related to the offering of RMB11,343,118.72 (excluding VAT), and the actual net proceeds were RMB5,914,724,993.63

of which RMB137,911,755.00 was included in the capital reserve

$5,776,813,238.63.

2. Share registration

The company completed the transaction on March 31, 2025 at the Shanghai branch of China Securities Depository and Clearing Co., Ltd

After the issuance of new share registration, custody and share restriction procedures.

(5) The transfer of assets

The shares issued this time are all subscribed in cash and do not involve the transfer of assets.

(6) The conclusive opinions of the joint sponsors on the issuance process and the compliance of the issuance object

The joint sponsors (joint lead underwriters) of the Offering are of the view that:

"The issuance fulfilled the necessary internal decision-making and external approval procedures; The issuance process of this offering complies with the requirements of relevant laws and regulations, and has been approved by the board of directors of the company, the general meeting of shareholders and the Shanghai Stock Exchange, and the approval of the China Securities Regulatory Commission for registration.

The issue price, the issuance object, the number of issues and the amount of funds raised, the issuance of shares restriction period,

The process of sending the payment notice, payment and capital verification is in accordance with the provisions of laws, regulations and normative documents such as the Company Law, the Securities Law, the Administrative Measures for Underwriting, the Administrative Measures for Registration, the Implementation Rules, etc., as well as the requirements of the issuer's resolutions of the board of directors and shareholders' general meeting on the issuance and the issuance plan submitted to the Shanghai Stock Exchange.

The target of this issuance does not belong to the private equity funds stipulated in the Securities Investment Fund Law of the People's Republic of China, the Interim Measures for the Supervision and Administration of Private Investment Funds, the Measures for the Registration and Filing of Private Investment Funds and other laws and regulations, and there is no need to file for private fund products. The funds of the issuer participating in the subscription of this offering are all legal own funds or self-raised funds through legal forms, and there is no external raising, escrow, structured arrangement or direct / indirect use of the issuer's or stakeholders' funds for this subscription. The issuer's issuance of shares to specific targets fully reflects the principle of fairness and impartiality in all aspects of the issuance process and the selection of subscription targets, which is in line with the interests of the listed company and all shareholders. ”

(7) The lawyer's conclusive opinions on the issuance process and the compliance of the issuance object

The issuer's lawyer, AllBright Law Offices, made the following conclusions on the issuance process and compliance of the subscription targets:

"The issuer has obtained the necessary internal approvals and authorizations for this issuance, and has been reviewed by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission for registration; The issuance object of this issuance complies with the provisions of laws, regulations and normative documents such as the Company Law, the Securities Law, the Registration Management Measures, the Implementation Rules and the resolution of the general meeting of shareholders of the issuer; The issuance process and the results of the issuance are in line with the provisions of laws, regulations and normative documents such as the Company Law, the Securities Law, the Registration Management Measures, the Administrative Measures for Issuance and Underwriting, and the Implementation Rules. ”

2. Introduction of issuance results and objects

(1) Issuance results

The subscription object of this issuance is Shanghai Yaoxiu, and the issuance results are as follows:

Serial No. Target of Issue Number of Shares Subscribed (Shares) Subscription Amount (Yuan) Restricted Period (Months)

1 Shanghai Yaoxiu 137,911,755 5,926,068,112.35 60

Total 137,911,755 5,926,068,112.35 -

The new shares will be listed and traded on the Shanghai Stock Exchange on the next trading day after the expiration of the restriction period, and will be postponed to the first trading day after the expiration of statutory holidays or rest days.

(2) The basic information of the issuance object

1. The basic situation of Shanghai Yaoxiu

Name Content

Company Name: Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership)

Main place of business: Building C, No. 888, Huanhu West 2nd Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

MANAGING PARTNER, SHANGHAI YAOJIAN BIOTECHNOLOGY CO., LTD. (APPOINTED REPRESENTATIVE: XIUCAI LIU)

Capital contribution: RMB 1,362,9858,372 million

Unified social credit code 91310000MACUM2RA5P

Type of business: Foreign-invested limited partnership

Partnership term 2023-08-15 to indefinite term

General Projects: Technical Services, Technology Development, Technical Consulting, Technology Exchange, Technology Transfer,

Business Scope Technology promotion, technology import and export. (Except for projects subject to approval in accordance with the law, according to the law with a business license.)

In-house business activities)

Mailing address: Building C, No. 888, Huanhu West 2nd Road, Lingang New Area, China (Shanghai) Pilot Free Trade Zone

Contact number 021-50800044

2. The relationship between the issuer and the issuer

Shanghai Yaoxiu, the target of this issuance to a specific target, is an enterprise controlled by the family of XIUCAI LIU, the actual controller of the company.

Shanghai Yaoxiu has made the following commitments in connection with the issuance and subscription:

"The Company intends to participate in the subscription of A-shares issued by Shanghai Cathay Biotechnology Co., Ltd. (hereinafter referred to as 'Cathay') to specific targets in 2023 (hereinafter referred to as the 'Offering'). The company guarantees that the funds participating in the subscription of shares issued to specific targets are self-owned and/or self-raised, and the source of funds is legal and compliant, and there is no violation of Chinese laws, regulations and regulations of the China Securities Regulatory Commission. At the same time, the company is committed to the following:

1. Six months before the pricing benchmark date of the issuer's issuance, the company does not directly or indirectly hold the issuer's shares, and there is no situation of reducing the issuer's shares;

2. From the pricing benchmark date to the completion of the issuance of shares within six months, the company will not reduce the shares of the issuer directly or indirectly held in any way, nor does it have a plan to reduce the shares of the issuer;

3. Within 60 months after the completion of the issuance of shares, the company will not reduce its holdings in any way

Purchased shares in this issue. The shares subscribed by the company for the issuance of shares derived from the company's distribution of stock dividends, capital reserve conversion and other forms shall also comply with the above-mentioned restricted period arrangement;

If the company intends to reduce its shareholding after the expiration of the lock-up period, it will strictly abide by the relevant provisions of laws, regulations, normative documents and other relevant provisions;

4. The source of funds used by the company to subscribe for the issued shares is its own and/or self-raised funds, the source of funds is legal and compliant, there is no violation of Chinese laws, regulations and the provisions of the China Securities Regulatory Commission, and there is no external fundraising, holding and structured arrangements; The partners of the enterprise are all related parties of the issuer, and there is no direct or indirect use of the funds of the issuer and its affiliates for subscription except for the paid-in capital contributions of such partners to the enterprise; THE COMPANY IS AN ENTERPRISE CONTROLLED BY MR. XIUCAI LIU, THE ACTUAL CONTROLLER OF THE ISSUER, AND THE FUNDS FOR THE COMPANY'S SUBSCRIPTION OF THE ISSUED SHARES COME FROM THE PAID-IN CAPITAL CONTRIBUTIONS OF THE PARTNERS, AND THERE IS NO SITUATION WHERE THE ISSUER, ITS CONTROLLING SHAREHOLDER OR ACTUAL CONTROLLER, OR MAJOR SHAREHOLDERS DIRECTLY OR THROUGH ITS STAKEHOLDERS PROVIDE FINANCIAL ASSISTANCE, COMPENSATION, PROMISED INCOME OR OTHER ARRANGEMENTS TO THE COMPANY'S SUBSCRIPTION OBJECT; If the subscription funds do not come from the equity pledge, the controlling shareholder and actual controller of the issuer do not have the risk of a high proportion of pledge and the impact on the control of the company after the issuance is completed;

5. After the completion of the issuance, the company has no arrangement to pledge the issuer's equity, which will not affect the control of the issuer;

6. The company does not have any laws, regulations or other normative provisions prohibiting shareholding; There is also no illegal shareholding of the intermediary or its responsible person, senior management personnel, handling personnel, etc.;

7. There is no improper transfer of benefits in this subscription. ”

Shanghai Yaoxiu, the target of this issuance to a specific target, is an enterprise controlled by the family of XIUCAI LIU, the actual controller of the company.

PRIOR TO THIS TRANSACTION, THE FAMILY OF XIUCAI LIU, THE ACTUAL CONTROLLER OF THE COMPANY, HELD THE ISSUER THROUGH CIB

The proportion of shares is 28.32%, and through the control of the employee shareholding platform Jining Boju Enterprise Management Consulting Partnership (Limited Partnership), Jining Zhongxian Enterprise Management Consulting Partnership (Limited Partnership), Jining Shu'an Enterprise Management Consulting Partnership (Limited Partnership) indirectly control 2.50% of the company's shares, and the actual controller XIUCAILIU (Liu Xiucai) Family Control Company has a total of 30.82% of the voting rights.

Under the terms of the transaction, CIB transferred its 20.00% stake in the Company, i.e. 116,655,640 shares

to Shanghai Yaoxiu as its capital contribution to Shanghai Yaoxiu; After the completion of this equity transfer, Shanghai Yaoxiu will hold the hair

20.00% of the shares of the pedestrian, the direct shareholding ratio of CIB decreased to 8.32%, and the controlling shareholder of the company was changed from CIB to above

Hai Yao Xiu. According to the China Securities Depository and Clearing Corporation Limited's "Securities Pass" issued on January 2, 2025

Confirmation of Account Registration", the registration procedures for the transfer of shares have been completed, and the transfer date is 2024

On December 31, 116,655,640 shares were transferred, and the nature of the shares was unrestricted and tradable. Listed companies have

On January 3, 2025, it disclosed the "Completion of the Transfer of Shares by Controlling Shareholder and Transfer of Shares by Agreement".

Announcement on the change of the controlling shareholder of the company. Shanghai Yaoxiu completed the relevant work on February 8, 2025

The business changed the registration procedures and obtained the renewed business license.

Prior to the issuance, the actual controller of the company, XIUCAI LIU (Liu Xiucai), held 20.00% of the shares of the issuer through Shanghai Yaoxiu, 8.32% of the shares of the issuer through CIB, and indirectly controlled 2.50% of the company's shares and actual controllers through the control of the employee shareholding platform Jining Boju Enterprise Management Consulting Partnership (Limited Partnership), Jining Zhongxian Enterprise Management Consulting Partnership (Limited Partnership) and Jining Shu'an Enterprise Management Consulting Partnership (Limited Partnership). XIUCAI LIU (刘修才) Family Controls the voting rights of a total of 30.82% of the shares.

IN SUMMARY, BEFORE THE ISSUANCE, THE ACTUAL CONTROLLER XIUCAI LIU (LIU XIUCAI) FAMILY AND THE ENTERPRISES CONTROLLED BY IT CONTROLLED A TOTAL OF 30.82% OF THE ISSUER'S SHARES; Based on the number of 137,911,755 shares issued, after the issuance, the shareholding ratio of the controlling shareholder Shanghai Yaoxiu will change from 20.00% to 35.29%, and the total control of the issuer's shares by the family of the actual controller XIUCAI LIU and the enterprises controlled by it will increase to 44.04%. The XIUCAI LIU family will remain the actual controller of the company, and the proportion of its voting rights will be greatly increased, and its control over the company will be further consolidated, which meets the relevant requirements for issuing shares to the actual controller of the company and its controlled related parties.

Part of the funds invested by China Merchants Group in Shanghai Yaoxiu will be used to subscribe for the shares issued by the issuer to specific objects, and the remaining funds will be used to invest and layout in biological science and related fields with Shanghai Yaoxiu as a cooperation platform. AFTER CHINA MERCHANTS GROUP BECAME A SHAREHOLDER OF SHANGHAI YAOXIU, THERE WERE NO OTHER ARRANGEMENTS WITH THE FAMILY OF XIUCAI LIU, THE ACTUAL CONTROLLER OF THE COMPANY, AND THE ENTERPRISES CONTROLLED BY IT, SUCH AS ENTRUSTED SHAREHOLDING, ENTRUSTED VOTING RIGHTS, AND VALUATION OF VALUATION AND OTHER ARRANGEMENTS.

Shanghai Yaoxiu promised not to reduce its shareholding in the issuer within 60 months after the completion of the offering. China Merchants Group indirectly holds the issuer's shares through Shanghai Yaoxiu, so the shares held by China Merchants Group are also subject to laws and regulations

Provisions on the reduction of shareholdings by controlling shareholders of listed companies. In addition, China Merchants Group has issued a letter of explanation, "The Group

It will maintain long-term capital and business cooperation with Cathay Biotech. Shanghai Yaoxiu held by the Group as a limited partner

shares, 60 from the date of completion of this non-public offering (the record date of the new shares of this non-public offering).

It will not be transferred to the outside world during the month, but will be transferred to a direct or indirect wholly-owned subsidiary of the Group due to the adjustment of the Group's internal organizational structure

Except for assignments".

In addition, China Merchants Group and the company have signed a separate "business cooperation agreement", which can bring market to the company

Channels, brands and other strategic resources, enrich the downstream application scenarios of the company's products, and expand the company's product market space.

It will help to promote the increase in sales revenue of listed companies.

3. The major transactions between the issuer and its affiliates and the issuer in the past year and the future transaction arrangements

Instructions

In addition to the company's cooperation with China Merchants Innovation and Technology Biotechnology (Shenzhen) Co., Ltd. and Shanghai Yaojian Biotechnology Co., Ltd

The company jointly invested in the establishment of Yaoac Biotechnology (Shanghai) Partnership (Limited Partnership), "Conditional Effective Shares

Subscription Agreement" and its supplemental agreement on matters related to Shanghai Yaoxiu's subscription of this issuance,

There have been no major transactions between Shanghai Yaoxiu and its affiliates and the issuer in the past year.

For future transactions that may occur between Shanghai Yaoxiu and its affiliates and the Company, the Company will strictly follow the existing transactions

Relevant laws, regulations, other normative documents and the Articles of Association and other provisions, and perform relevant internal decisions in accordance with the law

procedures and timely fulfillment of information disclosure obligations.

3. Comparison of the top 10 shareholders before and after the issuance

(1) The top ten shareholders of the company before the issuance

As of September 30, 2024, the company's top 10 shareholders hold the following shareholdings:

Preface Number of shares held Proportion of shares pledged Holding limited sale

No. Name of Shareholder Nature of Shareholder (Shares) (%) Number (Shares) Conditional Shares

Quantity (Shares)

1 CIB Foreign legal entity 165,199,321 28.32 - -

2 Shanxi Lu'an Mining (Group) has state-owned legal person 52,007,550 8.91 - -

Limited liability company

3 Investment and development of Shanxi Science and Technology Innovation City State-owned legal person 40,139,958 6.88 - -

Ltd

4 HBM Healthcare Overseas 35,621,436 6.11 - -

Investments（Cayman）Ltd.

Preface Number of shares held Proportion of shares pledged Holding limited sale

No. Name of Shareholder Nature of Shareholder (Shares) (%) Number (Shares) Conditional Shares

Quantity (Shares)

5 Jiangsu Dingjian Enterprise Management Co., Ltd. Domestic non-state 24,750,909 4.24 24,750,909 -

The company has a legal person

6 Tianjin Sitong Longtongyuan Enterprise Management Others 24,380,533 4.18 -

Partnership (Limited Partnership)

China Merchants Bank Co., Ltd.-

7 ChinaAMC SSE STAR Market 50 Components Others 22,539,779 3.86 - -

Easy-to-type open-ended index securities investment

funds

Hangzhou Yanfu Equity Investment Fund Management

8 Management Co., Ltd.-Wuxi Divi Other 13,838,769 2.37 - -

Partnership (Limited Partnership)

Industrial and Commercial Bank of China Co., Ltd

9 Division-E Fund SSE STAR Market 50 Others 13,674,398 2.34 - -

Constituent ETF certificates

Bond investment funds

CMBI Capital Management (Shenzhen)

10 Shenzhen) Co., Ltd.-Shenzhen Zhao Other 12,400,455 2.13 - -

Yinlangyao Growth Equity Investment Fund

Partnership (Limited Partnership)

Total 404,553,108 69.35 24,750,909 -

(2) The top ten shareholders of the company after the issuance

According to the Certificate of Securities Change Registration issued by China Securities Depository and Clearing Corporation Shanghai Branch

and the register of shareholders, after the issuance of new shares to complete the share registration, the company's top ten shareholders hold the following shares:

Preface Number of shares held Proportion of shares pledged Holding limited sale

No. Name of Shareholder Nature of Shareholder (Shares) (%) Number (Shares) Conditional Shares

Quantity (Shares)

1 Shanghai Yaoxiu Others 254,567,395 35.29 - 137,911,755

2 Shanxi Lu'an Mining (Group) has state-owned legal person 52,007,550 7.21 - -

Limited liability company

3 CIB Overseas 48,543,681 6.73 - -

4 Shanxi Science and Technology Innovation City Investment and Development State-owned legal person 40,139,958 5.57 - -

Ltd

5 Overseas subsidiaries of HBM Healthcare 35,621,436 4.94 - -

Investments (Cayman) Ltd.

6 Tianjin Sitong Longtongyuan Asset Management Others 21,303,563 2.95 - -

Partnership (Limited Partnership)

7 Sichuan Tianfu Bank Co., Ltd. Others 20,130,909 2.79 - -

Division of the Sales Department

8 China Merchants Bank Co., Ltd. - Others 16,393,224 2.27 - -

ChinaAMC SSE Science and Technology Innovation Board 50 components

Preface Number of shares held Proportion of shares pledged Holding limited sale

No. Name of Shareholder Nature of Shareholder (Shares) (%) Number (Shares) Conditional Shares

Quantity (Shares)

Easy-to-type open-ended index securities investment

funds

CMBI Capital Management (Shenzhen)

9 Shenzhen) Co., Ltd.-Shenzhen Zhao Other 12,400,455 1.72 - -

Yinlangyao Growth Equity Investment Fund

Partnership (Limited Partnership)

Industrial and Commercial Bank of China Co., Ltd

10 S-E FUND SSE STAR BOARD 50 OTHERS 11,731,661 1.63 - -

Constituent ETF certificates

Bond investment funds

Total 512,839,832 71.10 - 137,911,755

Fourth, the company's share capital structure changes before and after the issuance

After the completion of this offering, the company will add 137,911,755 restricted and outstanding shares, specific share changes

As follows:

Pre-issuance Post-issuance

Type of shares

Number of shares (shares) Proportion of shares Number of shares (shares) Proportion of shares

Unrestricted shares outstanding 583,378,039 100.00% 583,378,039 80.88%

Restricted Shares Outstanding - - 137,911,755 19.12%

Total share capital 583,378,039 100.00% 721,289,794 100.00%

5. Management analysis and discussion

(1) The impact on the company's share capital structure

The Offering will not result in a change of effective control of the Company. Before and after this transaction, the controlling shareholder of the company consisted of:

CIB changed to Shanghai Yaoxiu; BOTH CIB AND SHANGHAI YAOXIU ARE UNDER THE CONTROL OF THE XIUCAI LIU FAMILY, SO

After the completion of this transaction, the actual controller of the company is still the family of XIUCAI LIU (Liu Xiucai), and the issuance will not be conducted

to a change in control of the company.

(2) Impact on the company's business and assets

After the completion of the issuance, the funds raised will be used to replenish working capital and repay loans to meet the business development belt

The company's long-term profitability will be further enhanced and its sustainable development ability will be enhanced. This time

The bank will also further optimize the company's capital structure, improve the ability to resist risks, and lay a good foundation for sustainable development in the future

Foundation. In addition, after the completion of the issuance, China Merchants Group will strengthen the synergy with the company in product application and market expansion, so that the two sides can complement each other's advantages, and the relevant business cooperation will effectively promote the company's downstream application field expansion and comprehensive strength improvement. After the completion of the issuance, the company's main business scope will not change significantly, and there is no business and asset integration plan caused by the issuance.

(3) Impact on the corporate governance structure

Prior to this issuance, the company has established a sound corporate governance structure in strict accordance with the requirements of laws and regulations. After the completion of the issuance, the company's share capital scale, shareholder structure and shareholding ratio will change, and the actual controller's control over the company will be further consolidated.

Prior to this transaction, CIB held 165,199,321 shares of the issuer, with a shareholding ratio of 28.32%.

The controlling shareholder of the company.

Pursuant to the trading arrangement, CIB transferred its 20.00% stake in the issuer (116,655,640 shares).

to Shanghai Yaoxiu as its capital contribution to Shanghai Yaoxiu; As of the date of signing of this issuance report, the above-mentioned corresponding shares have completed the transfer registration procedures in China Securities Depository and Clearing Co., Ltd., and the industrial and commercial change registration of Shanghai Yaoxiu has been completed.

THEREFORE, BEFORE THIS ISSUANCE, THE ACTUAL CONTROLLER XIUCAI LIU (LIU XIUCAI) FAMILY CONTROLLED A TOTAL OF 30.82% OF THE ISSUER'S SHARES; Among them, it holds 20.00% of the shares of the issuer through Shanghai Yaoxiu, 8.32% of the shares of the issuer through CIB, and indirectly controls 2.50% of the company's shares through the control of employee shareholding platforms Jining Boju Enterprise Management Consulting Partnership (Limited Partnership), Jining Zhongxian Enterprise Management Consulting Partnership (Limited Partnership) and Jining Shu'an Enterprise Management Consulting Partnership (Limited Partnership). Based on the number of 137,911,755 shares issued, after the issuance, the shareholding ratio of the controlling shareholder Shanghai Yaoxiu will change from 20.00% to 35.29%, and the total control of the issuer's shares by the family of the actual controller XIUCAI LIU (Liu Xiucai) and the enterprises controlled by it will increase to 44.04%, and its control over the company will be further consolidated, that is, the issuance will not lead to a change in the control of the company.

(4) The impact on the structure of the company's directors, supervisors, senior managers and scientific researchers

After the completion of the issuance, China Merchants Group, as one of the partners of Shanghai Yaoxiu, will have the right to recommend one director as a candidate for vice chairman of the board of directors and a member of the strategy committee of the board of directors of the listed company, and one candidate as a candidate for vice president. As of the date of signing of this issuance report, except for the above-mentioned possible changes, Shanghai Yaoxiu and its persons acting in concert have no specific adjustment plan, and there is no relationship with other shareholders

There is any contract or tacit understanding on the appointment and dismissal of directors and senior management.

If Shanghai Yaoxiu and its persons acting in concert make other adjustments to the current directors and senior management of the listed company in accordance with the actual needs of the listed company in the next 12 months, Shanghai Yaoxiu and its persons acting in concert will strictly follow the requirements of relevant laws and regulations, exercise their rights as shareholders in accordance with the law, and perform the relevant approval procedures and information disclosure obligations.

(5) The impact of the issuance on intra-industry competition and related party transactions

After the completion of the issuance, there will be no competition between the company and Shanghai Yaoxiu, the actual controller and other enterprises controlled by it due to the issuance.

In the issuance plan, Shanghai Yaoxiu intends to subscribe for the company's shares issued by the company constitutes a related party transaction with the company, and the company will strictly comply with laws and regulations and the company's rules and regulations on related party transactions, rules and other relevant provisions, perform related party transaction information disclosure obligations and review procedures, and safeguard the rights and interests of listed companies and other shareholders. After the completion of the issuance, when necessary related party transactions arise between the company and Shanghai Yaoxiu, the company will strictly comply with laws, regulations and internal regulations to perform the approval procedures for related party transactions, follow the principles of justice, fairness and openness, and strictly follow the pricing principles of laws and regulations and related management systems for related party transactions, which will not harm the interests of the listed company and all shareholders.

6. The situation of the relevant institutions of this issuance

(1) Sponsor (lead underwriter)

1. CITIC Securities Co., Ltd

Name: CITIC Securities Co., Ltd

Registered address: North Block, Excellence Times Square (Phase II), No. 8, Center 3rd Road, Futian District, Shenzhen, Guangdong Province

Legal representative: Zhang Youjun

Sponsor representatives: Meng Xia, Zhou Yan

Project Co-organizer: Su Tianyi

Project team members: Shao Rongsheng, Jin Zhao

Contact number: 010-60836989

Fax: 010-60833619

2. China Merchants Securities Co., Ltd

Name: China Merchants Securities Co., Ltd

Registered address: No. 111, Fuhua 1st Road, Futian Street, Futian District, Shenzhen

Legal representative: Huoda

Sponsor representatives: Lu Yongzhi, Wang Dawei

Project Co-organizer: Liu Zimo

Project team members: Song Tianbang, Gao Kuang, Yu Hao, Chen Duowen, Ni Yan

Contact number: 0755-82943666

Fax: 0755-83081361

(2) The issuer's law firm

Name: AllBright Law Offices

Address: 9/11/12th Floor, Shanghai Tower, No. 501 Yincheng Middle Road, Pudong New Area, Shanghai

Person in charge: Shen Guoquan

Handling lawyers: Gong Liyan, Yang Xingxing

Contact number: 021-20511000

Fax: 021-20511999

(C) audit institutions

Name: Tianjian Certified Public Accountants (Special General Partnership)

Address: No. 128, Xixi Road, Lingyin Street, Xihu District, Hangzhou City, Zhejiang Province

Person in charge: Zhang Liyan

Certified Public Accountants: Deng Huaming, Ye Han, Zeng Xiangsheng

Contact number: 0571-88216888

Fax: 0571-88216999

(4) Capital verification institutions

Name: Tianjian Certified Public Accountants (Special General Partnership)

Address: No. 128, Xixi Road, Lingyin Street, Xihu District, Hangzhou City, Zhejiang Province

Person in charge: Zhang Liyan

Certified Public Accountants: Deng Huaming, Zeng Xiangsheng

Contact number: 0571-88216888

Fax: 0571-88216999

The announcement is hereby made.

Shanghai Cathay Biotechnology Co., Ltd

Board of Directors

April 3, 2025