Stock code: 688065 Stock abbreviation: Cathay Biotech

Shanghai Cathay Biotechnology Co., Ltd

Issuance of A-shares to a specific target

Listing Announcement

Joint Sponsor (Lead Underwriter)

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

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

April 2025

Special Tips

1. 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

2. New stock listing arrangements

The new shares will be listed and traded on the SSE Science and Technology Innovation Board on the next trading day after the expiration of the restriction period, and will be postponed to the first trading day after the statutory holiday or rest day.

3. Restriction on the sale of new shares

The shares subscribed for by the issuer shall not be transferred within 60 months from the date of the end of the issuance. If national laws, regulations, rules, normative documents and securities regulatory authorities have the latest regulations, regulatory opinions or review requirements for the restricted period of the issued shares, the company will adjust the restricted period accordingly according to the latest regulations, regulatory opinions or review requirements.

The shares subscribed by the issuer shall be reduced after the expiration of the restriction period, and shall also comply with relevant laws, regulations, normative documents and relevant provisions of securities regulatory authorities.

The shares subscribed by the issuer for this issuance shall also comply with the above-mentioned restrictions on the shares obtained from the company's distribution of stock dividends and the conversion of capital reserve into share capital.

Fourth, the shareholding structure

After this issuance, the shareholding ratio of the controlling shareholder Shanghai Yaoxiu will change from 20.00% to 35.29%, actually

The total control of the issuer's shares by the controller XIUCAILIU (Liu Xiucai) family and the enterprises controlled by it increased 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. After the completion of this issuance, the company's equity distribution is in line with the "shares

Listing Rules.

Table of Contents

Table of Contents...... 3

Interpretation ...... 4

Section 1 Basic Information of the Offering ...... 6

First, the basic situation of the company ...... 6

2. The issuance of new shares ...... 6

Section 2 Listing of the New Shares ...... 19

I. Approval of the listing of new shares ...... 19

2. The securities abbreviation, securities code and listing location of the new shares...... 19

III. Listing Time of New Shares ...... 19

IV. Restriction on the sale of new shares ...... 19

Section 3 Changes in Shares and Their Impact ...... 20

1. Comparison of the top 10 shareholders before and after the issuance...... 20

II. Changes in the share capital structure ...... 21

III. Changes in shareholdings of directors, supervisors and senior managers...... 22

IV. Discussion and Analysis of Financial and Accounting Information ...... 22

Section 4 The ...... of the relevant institutions for the issuance and listing of new shares 26

1. Sponsor (lead underwriter) ...... 26

II. Issuer's Lawyer ...... 27

III. Auditors ...... 27

Fourth, the capital verification agency ...... 27

Section 5 Sponsor's Listing Recommendation ...... 28

1. Signing of the sponsorship agreement and the appointment of the sponsor representative...... 28

2. The conclusive opinions of the sponsor recommending the company's issuance of new shares for listing...... 29

Section 6 Other Important Matters ...... 30

Section 7 Documents for Reference ...... 31

1. Catalogue of documents for reference ...... 31

2. Inquiry location ...... 31

3. Inquiry time ...... 31

Interpretation

In this Listing Announcement, unless otherwise stated, the following abbreviations shall have the following specific meanings:

Issuer, Company, the Company, refers to Shanghai Cathay Biotechnology Co., Ltd

Cathay Biotech, a listed company

This issuance、This to a specific pair

Issuance of A shares to a specific target refers to the company's issuance of A shares to a specific target

Issue of A shares

Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership) was originally planned to be established

When the controlling shareholder, the issuer and the target are recognized, the proposed name of the acquirer is Shanghai Yaoqin Biotechnology Partnership

The name of the acquirer shall be determined after the final industrial and commercial approval

Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership)

XIUCAILIU (LIU XIUCAI) HOME XIUCAI LIU (LIU XIUCAI), XIAOWEN MA AND

COURT REFERS TO CHARLIE CHI

LIU is the actual controller of the Company

China Merchants Group means China Merchants Group Co., Ltd

CIB means Cathay Industrial Biotech Ltd.

Listing Announcement, the Listing Announcement, refers to the issuance of A shares by Shanghai Cathay Biotechnology Co., Ltd. to specific targets

Notice: Announcement of the listing of shares

Issuance Plan refers to the issuance of A shares by Shanghai Cathay Biotechnology Co., Ltd. to specific targets

Equity issuance and underwriting solutions

China Securities Regulatory Commission means the China Securities Regulatory Commission

Shanghai Stock Exchange means the Shanghai Stock Exchange

"Company Law" means the Company Law of the People's Republic of China

"Securities Law" means the Securities Law of the People's Republic of China

"Articles of Association" means the Articles of Association of Cathay Biotechnology Co., Ltd.

"Registration Administrative Measures" means the Administrative Measures for the Registration of Securities Issuance by Listed Companies

"Administrative Measures for Underwriting" means the Administrative Measures for the Issuance and Underwriting of Securities

"Implementation Rules" refers to the implementation of the securities issuance and underwriting business of listed companies on the Shanghai Stock Exchange

Details》

The Share Subscription Agreement and its supplements refer to the Conditional Share Subscription Agreement and the Conditional Shares

Supplemental Agreement to the Subscription Agreement》

With the approval of the China Securities Regulatory Commission, it will be issued to domestic investors and traded in China

A shares are listed on the Exchange, the par value of the shares is marked in RMB, and the subscription is made in RMB

Common shares for which trading is conducted

Pricing base date refers to the date on which the resolution of the board of directors is announced for the issuance of shares to a specific target

Funds raised refers to the funds raised through the issuance of A shares to specific targets

Sponsors, Sponsors (Lead Underwriters

Joint Sponsors, Joint Sponsors refers to CITIC Securities Co., Ltd. and China Merchants Securities Co., Ltd

Sponsor (Joint Lead Underwriter)

CITIC Securities means CITIC Securities Co., Ltd

China Merchants Securities means China Merchants Securities Co., Ltd

Accountant, Capital Verification Agency, Tianjian refers to Tianjian Certified Public Accountants (Special General Partnership)

Accounting firms

Lawyer, AllBright Law Offices means AllBright Law Offices

Yuan, 10,000,000 Yuan, 100 million Yuan refer to RMB Yuan, RMB 10,000 Yuan, and RMB 100,000,000 yuan, unless otherwise specified

RMB 100 million

Note: In this listing announcement, if there is any discrepancy between the total number and the sum of the sub-values, it will be due to rounding.

Section 1 Basic Information of the Offering

First, the basic situation of the company

(1) Basic information of the issuer

The company name is Shanghai Cathay Biotechnology Co., Ltd

Unified social credit agency 913100007030116706

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Residence: 4th Floor, Building 5, No. 1690 Cailun Road, China (Shanghai) Pilot Free Trade Zone

Legal representative XIUCAI LIU

The registered capital is RMB 721,289,794

Company Type: Company limited by shares (Sino-foreign joint venture, listed)

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

technology diffusion; technology import and export; research and development of bio-based material technology; bio-based material manufacturing; bear

sales of material-based materials; biochemical product technology research and development; Synthetic material manufacturing (non-hazardous

academic products); sales of synthetic materials; Basic chemical raw material manufacturing (excluding hazardous chemicals, etc.)

Business Scope Manufacture of Chemicals); Manufacture of specialty chemical products (excluding hazardous chemicals); Specialization

sales of academic products (excluding hazardous chemicals); Production of chemical products (excluding licensed chemical products

products); sales of chemical products (excluding licensed chemical products); Engineering plastics and synthetic resins

Fabricate; sales of engineering plastics and synthetic resins; synthetic fiber manufacturing; sales of synthetic fibers; high

manufacturing of performance fibers and composite materials; Non-residential real estate leases. (Except for those subject to approval in accordance with law.)

Outside the project, independently carry out business activities with a business license in accordance with the law)

Date of Establishment: 2000-11-24

Open from 2000-11-24 to indefinite

Registration authority: Shanghai Municipal Administration for Market Regulation

Contact number 021-50801916

Fax number 021-50801386

E-mail cathaybiotech_info@cathaybiotech.com

(2) The issuer's main business

The company is a high-tech enterprise engaged in the research and development, production and sales of new bio-based materials based on synthetic biology and other disciplines, using biological manufacturing technology. During the reporting period, the company's main products were a series of bio-based long-chain diacids and a series of bio-based polyamide products.

The series of biological long-chain diacids include various chain length diacids from 10 to 18 carbons (currently mainly DC12, DC10 and DC13). Long-chain diacids can be polymerized with diamines to produce long-chain polyamides, also

It can be used to produce spices, hot melt adhesives, metalworking fluids, lubricating oils, coatings, etc. The bio-based long-chain diacid series products produced by the company are in a dominant position in the global market, and were rated as the individual champion of the manufacturing industry by the Ministry of Industry and Information Technology in 2018, and passed the review of the individual champion of the manufacturing industry by the Ministry of Industry and Information Technology in 2021. With the dominant position of bio-based long-chain diacid products in the world, the company has established long-term and stable cooperative relations with internationally renowned enterprises such as DuPont, Emans, and Evonik.

At present, the company's series of bio-based polyamide products are used in many downstream fields such as engineering plastics, spinning, transportation logistics, building materials, and new energy. The company is actively developing various application materials of bio-based polyamide to promote the sales and promotion of bio-based polyamide series products and enhance the overall competitiveness of the company. The company continues to research and develop bio-based long-chain polyamides, high-temperature polyamides, continuous fiber-reinforced bio-based polyamide composites, polyamide elastomers, polyamide foaming/honeycomb materials, agricultural waste utilization and other projects, laying the foundation for further downstream applications and business expansion.

The details of the above products are as follows:

Product Category Concept Product Details Product Pictures Main Downstream Uses

Separate types

Serial usually refers to the carbon chain containing 10 and DC12, which is mainly used for high performance

Aliphatic dicarboxyl DC10, long-chain polyamide, metal

Chain dibasic acid, is an important fine chemical intermediate DC13, processing fluid, fragrance, hot melt

Acid DC11 and other glues and other fields

Polyamide, commonly known as nylon, is a macromolecule

The backbone repeat unit contains an amide group in it

A general term for agglomers. polyamide

PA56 can be obtained from polycondensation of diacids and diamines, which is mainly used in engineering plastics

Material-based polymerization, or ring-opening polymerization of PA510 material, spinning, and delivery of PA510 materials

Amide preparation. Originally used as an isoflow, building material, and new energy for the manufacture of fibers

raw materials, later due to its toughness, energy resistance and other fields

Grinding, self-lubricating, wide range of operating temperatures

and other advantages, which have also become the current industry

A widely used engineering plastic

Note: In addition to the above main products, the company's products also include bio-based pentanediamine, which is currently mainly used for the production of polyamides, and a small amount is sold to the outside world.

Second, the new share issuance

(1) The type and par value of the shares issued

The shares to be issued are domestically listed RMB ordinary shares (A shares) with a par value of RMB 1.00

RMB/share

(2) A brief description of the relevant procedures and issuance process for the performance of this issuance

1. Internal decision-making procedures

Matters related to this issuance have been held at the ninth meeting of the second board of directors of the company and the second interim meeting in 2023

The General Meeting of Shareholders, the 12th Meeting of the 2nd Board of Directors, the 20th Meeting of the 2nd Board of Directors, the 2023 Annual General Meeting of Shareholders and the 21st Meeting of the 2nd Board of Directors were deliberated and approved.

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 "Guan

Proposal on the Company's Compliance with the Conditions for Issuing A Shares to Specific Targets" and "On the Company's 2023 Annual Issuance to Specifics

Proposal on the Proposal for the Issuance of A Shares by Targets and the Issuance of A Shares by the Company to Specific Targets in 2023

Proposals related to the issuance, such as "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".

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

The company's 2023 plan to issue 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 passed the "About

Propose to 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 "Notice on Requesting the Extension of the General Meeting of Shareholders".

The President authorizes 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 is valid from the original validity period

Extended for 12 months from the date of expiration, 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 "Guan

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

2. The regulatory review and registration process for the performance of this issuance

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

Notice on the Review Opinions on the Company's Issuance of 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 the Company Limited to Specific Targets (Zheng Jian Xu Xu [2024] No. 1662)

(The effective date of the registration is November 25, 2024), agreeing to the registration of the company's issuance of shares to specific objects

application, which is valid for 12 months.

3. Receipt of raised funds and capital verification

On March 20, 2025, the Company and the joint sponsors (joint lead underwriters) issued an offering to the Offering

The subject issued the "Notice of Payment for the Issuance of A Shares by Shanghai Cathay Biotechnology Co., Ltd. to Specific Targets".

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

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

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

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

The designated special account for raising funds to be issued to specific targets.

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

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

The total amount of funds raised in this offering was RMB5,926,068,112.35, deducting expenses related to the issuance of RMB11,343,118.72 (excluding VAT), and the actual net amount of funds raised was RMB5,914,724,993.63, of which RMB137,911,755.00 was included in the share capital and RMB5,776,813,238.63 was included in the capital reserve.

(3) Issuance method

The issuance is made to a specific target.

(4) The number of issuances

According to the final offering, the number of shares to be issued is 137,911,755 shares, which does not exceed the specific pair

30% of the company's total share capital before the issuance 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 and approved by the China Securities Regulatory Commission, and does not exceed the upper limit of the number of shares to be issued 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, in line with the company's board of directors, the resolution of the general meeting of shareholders and the relevant regulations of the China Securities Regulatory Commission.

(5) The issuance 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 resolution on the issuance of shares (that is, the ninth meeting of the second board of directors).

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

80% of the average trading price of the company's shares (average stock trading price for the 20 trading days prior to the pricing base date = total stock trading volume for the 20 trading days prior to the pricing base date / total stock trading volume for the 20 trading days prior to the pricing base date).

According to the above provisions, the issue price was originally determined to be 43.34 yuan per share, which was not lower than the fixed price

80% of the average trading price of the company's shares for the twenty trading days prior to the 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, and the cash dividend per share is

D, 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

The proposal of the profit distribution plan agreed 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 and deducting the shares in the special account for repurchase.

On June 27, 2024, the company held the 2023 annual general meeting of shareholders, at which the meeting deliberated and approved the "About 2023

Proposal for the Annual Profit Distribution Plan", agreeing that the company will implement the total share capital registered on the record date of equity distribution

After deducting the shares in the special account for repurchase, a cash dividend of RMB 1.90 (tax included) will be distributed to all shareholders for every 10 shares. 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 (inclusive).

(6) Raising funds and issuance costs

The total proceeds of the offering are RMB5,926,068,112.35, net of various issuance expenses (no

Including VAT) totaling RMB11,343,118.72, the actual net proceeds amounted to RMB5,914,724,993.63.

(7) Arrangements for the restricted sale period

The shares subscribed for by the issuer shall not be transferred within 60 months from the date of the end of the issuance. If national laws, regulations, rules, normative documents and securities regulatory authorities have the latest regulations, regulatory opinions or review requirements for the restricted period of the issued shares, the company will adjust the restricted period accordingly according to the latest regulations, regulatory opinions or review requirements.

The shares subscribed by the issuer shall be reduced after the expiration of the restriction period, and shall also comply with relevant laws, regulations, normative documents and relevant provisions of securities regulatory authorities.

The shares subscribed by the issuer for this issuance shall also comply with the above-mentioned restrictions on the shares obtained from the company's distribution of stock dividends and the conversion of capital reserve into share capital.

(8) Place of listing

After the expiration of the restriction period, the shares issued this time will be listed and traded on the Science and Technology Innovation Board of the Shanghai Stock Exchange.

(9) The establishment of a special account for raising funds and the signing of a tripartite regulatory agreement

The company has opened a special account for raising funds for the deposit, management and use of the funds raised from the issuance of shares to specific objects, and in accordance with the relevant regulations, within one month of the raised funds in place, signed a supervision agreement with the commercial banks, sponsors (lead underwriters) and relevant subsidiaries of the deposited raised funds to jointly supervise the use of the raised funds.

(10) New share registration and trusteeship

On March 31, 2025, the issuer issued an additional 137,911,755 shares in China Securities

Shanghai Branch of Registration and Clearing Co., Ltd. completed the registration, custody and sales restriction procedures.

(11) The circumstances of the issuance object

1. Basic information of the issuance object

As of the date of this listing announcement, the relevant information of Shanghai Yaoxiu is as follows:

Name Content

Company Name: Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership)

Main business place: 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 Generation 91310000MACUM2RA5P

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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 that must be approved in accordance with the law, according to the business license.)

Act to carry out business activities independently)

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

The issuer of this issuance to a specific target, Shanghai Yaoxiu, is the actual controller of the company, XIUCAILIU

(Liu Xiucai) a family-controlled enterprise.

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 Biotech') 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

The shares subscribed for 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. XIUCAILIU, THE ACTUAL CONTROLLER OF THE ISSUER, AND THE FUNDS FOR THE COMPANY'S SUBSCRIPTION OF THE ISSUED SHARES COME FROM THE PAID-IN CAPITAL CONTRIBUTION 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 SUBSCRIPTION OBJECT OF THE COMPANY; 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. ”

The issuer of this issuance to a specific target, Shanghai Yaoxiu, is the actual controller of the company, XIUCAILIU

(Liu Xiucai) a family-controlled enterprise.

Prior to this transaction, the actual controller of the company, the family of XIUCAILIU (Liu Xiucai), held the issue through CIB

The proportion of pedestrian 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 controls 2.50% of the company's shares, and the actual controller XIUCAI LIU (Liu Xiucai) Family Control Company has a total of 30.82% of the voting rights.

Under the terms of arrangement, CIB transferred 20.00% of its shares 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 Yao practiced

With 20.00% of the issuer's shares, CIB's direct shareholding ratio decreased to 8.32%, and the company's controlling shareholder changed from CIB

More Shanghai Yao Xiu. According to the China Securities Depository and Clearing Corporation Limited issued on January 2, 2025

"Confirmation of Securities Transfer Registration", the transfer registration procedures for the share transfer have been completed, and the transfer date

The period is December 31, 2024, and the number of shares transferred is 116,655,640 shares, and the nature of the shares is unrestricted tradable shares.

On January 3, 2025, the listed company has disclosed the "About the Controlling Shareholder's Stock Contribution and Agreement Transfer of Shares".

Announcement on the completion of the transfer registration and the change of the company's controlling shareholder. Shanghai Yaoxiu has been announced on February 8, 2025

Completed the relevant industrial and commercial change registration procedures and obtained the renewed business license.

Prior to this issuance, the actual controller of the company, the family of XIUCAILIU (Liu Xiucai), was practiced through Shanghai Yao

It has 20.00% of the shares of the issuer, holds 8.32% of the shares of the issuer through CIB, and indirectly controls 2.50% of the shares of the company 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), and the voting rights of the actual controller XIUCAILIU (Liu Xiucai) Family Control Company with a total of 30.82% of the shares.

To sum up, before the issuance, the actual controller of the XIUCAILIU (Liu Xiucai) family and the enterprises controlled by it

The total control of the issuer's shares is 30.82%; Based on the number of 137,911,755 shares issued, after the issuance, the shareholding ratio of the controlling shareholder Shanghai Yaoxiu has changed from 20.00% to 35.29%, and the total control of the issuer's shares by the actual controller XIUCAILIU (Liu Xiucai) family and the enterprises controlled by it has increased 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.

The cooperation of China Merchants Group at the level of Shanghai Yaoxiu is the cooperation at the level of the issuer's shareholders

Part of the funds invested by the group in Shanghai Yaoxiu will be used to subscribe for the shares issued by the issuer to specific targets, and the remaining funds will be used to invest and layout in biological sciences 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 XIUCAILIU, 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 shares of the issuer through Shanghai Yaoxiu, so the shares held by China Merchants Group are also subject to the relevant provisions of laws and regulations on the reduction of controlling shareholders of listed companies. In addition, China Merchants Group has issued a letter of explanation, "The Group will maintain long-term capital and business cooperation with Cathay Biotech." The shares of Shanghai Yaoxiu held by the Group as a limited partner will not be transferred to the outside world for 60 months from the date of completion of the non-public offering (the record date of the new shares of the non-public offering), except for the transfer to the direct or indirect wholly-owned subsidiaries of the Group due to the adjustment of the internal organizational structure of the Group".

In addition, China Merchants Group and the company have signed a separate "Business Cooperation Agreement", which can bring strategic resources such as market channels and brands to the company, enrich the downstream application scenarios of the company's products, expand the market space of the company's products, and help promote the sales revenue of listed companies.

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

In addition to the joint investment of the company with China Merchants Chuangke Biotechnology (Shenzhen) Co., Ltd. and Shanghai Yaojian Biotechnology Co., Ltd. to establish Yaoxi Biotechnology (Shanghai) Partnership (Limited Partnership), and the "Conditional Effective Share Subscription Agreement" and its supplementary agreement have made relevant provisions on matters related to Shanghai Yaoxiu's subscription of this offering, there has been no major transaction between Shanghai Yaoxiu and its affiliates and the issuer in the past year.

For the transactions that may occur between Shanghai Yaoxiu and its affiliates and the Company in the future, the Company will strictly comply with the relevant laws, regulations, other normative documents and the Articles of Association and other provisions, perform the relevant internal decision-making procedures in accordance with the law and fulfill the information disclosure obligations in a timely manner.

4. Verification of the filing of the private equity fund of the issuer

Shanghai Yaoxiu participated in the subscription of this offering with its own and/or self-raised funds, and 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 does not need to file for private fund products.

5. Verification of the source of funds of the subscription object

In response to this issuance, Shanghai Yaoxiu issued a "Letter of Commitment", promising the source of funds for this subscription as follows:

"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. XIUCAILIU, THE ACTUAL CONTROLLER OF THE ISSUER, AND THE FUNDS FOR THE COMPANY'S SUBSCRIPTION OF THE ISSUED SHARES COME FROM THE PAID-IN CAPITAL CONTRIBUTION 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 SUBSCRIPTION OBJECT OF THE COMPANY; The subscription funds do not come from equity pledges, and after the issuance is completed, the controlling shareholders and actual controllers of the issuer do not have the risk of a high proportion of pledges and the impact on the control of the company. ”

To sum up, according to the letter of commitment issued by the issuer, the funds that Shanghai Yaoxiu participated in the subscription of this offering are all legal self-owned funds or self-raised funds through legal forms; There is no external raising, escrow holding, structured arrangement or direct or indirect use of the issuer's or interested parties' funds for this subscription, and the source of the subscription funds is legal and compliant.

6. Explanation of the suitability of investors

In accordance with the relevant provisions of the Measures for the Administration of the Suitability of Securities and Futures Investors and the Implementation Guidelines for the Management of the Suitability of Investors of Securities Operating Institutions (for Trial Implementation), the issuers issued to specific targets have submitted relevant materials in accordance with relevant laws and regulations and the investor suitability management requirements of the joint sponsors (joint lead underwriters), and the joint sponsors (joint lead underwriters) have carried out investor classification and risk tolerance level matching. The joint sponsors (joint lead underwriters) have concluded the following conclusions on the investor suitability of the allottees in this offering:

Product risk level and risk

Serial Number Name of Investor Classification of Investor Whether the risk tolerance is matched

match

1 Shanghai Yaoxiu C4 Level Ordinary Investor Yes

After verification, the risk level of the issuance object matches the risk tolerance of the issuance object and is determined

The issuer complies with the Administrative Measures for the Suitability of Securities and Futures Investors, the Implementation Guidelines for the Management of the Suitability of Securities Operating Institutions (for Trial Implementation) and the relevant system requirements for the suitability management of investors of joint sponsors (joint lead underwriters).

(12) The conclusive opinions of the sponsor (lead underwriter) on the issuance process and the compliance of the issuance object

After verification, the joint sponsors (joint lead underwriters) 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 issuance price, the issuance object, the number of issues and the amount of funds raised, the restricted period of the issued shares, the issuance of payment notices, the payment and capital verification process comply with the provisions of laws, regulations and normative documents such as the Company Law, the Securities Law, the Administrative Measures for Underwriting, the Registration Management Measures, the Implementation Rules, etc., as well as the requirements of the issuer's board of directors and shareholders' general meeting resolutions 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. ”

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

After verification, the conclusion of the issuer's lawyer on the process of issuance to specific targets and the compliance of subscription targets is:

"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 resolutions of the general meeting of shareholders of the issuer

Content; 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. ”

Section 2 Listing of the new shares

1. Approval of the listing of new shares

According to the China Securities Depository and Clearing Corporation Shanghai Branch issued on March 31, 2025

China Securities Depository and Clearing Corporation Shanghai Branch has completed the registration of securities change related to this issuance.

2. The securities abbreviation, stock code and listing location of the new shares

The securities abbreviation of the new shares is: Cathay Biotech

The stock code is: 688065. SH

The listing venue is: Science and Technology Innovation Board of the Shanghai Stock Exchange

3. The listing time of the new shares

The new shares will be listed and traded on the Science and Technology Innovation Board of the Shanghai Stock Exchange from the next trading day after the expiration of the restriction period, and will be postponed to the first trading day after the statutory holiday or rest day.

4. Restriction on the sale of new shares

The shares subscribed for by the issuer shall not be transferred within 60 months from the date of the end of the issuance. If national laws, regulations, rules, normative documents and securities regulatory authorities have the latest regulations, regulatory opinions or review requirements for the restricted period of the issued shares, the company will adjust the restricted period accordingly according to the latest regulations, regulatory opinions or review requirements.

The shares subscribed by the issuer shall be reduced after the expiration of the restriction period, and shall also comply with relevant laws, regulations, normative documents and relevant provisions of securities regulatory authorities.

The shares subscribed by the issuer for this issuance shall also comply with the above-mentioned restrictions on the shares obtained from the company's distribution of stock dividends and the conversion of capital reserve into share capital.

Section 3 Changes in Shares and Their Impacts

1. 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:

The pledged shares are held in a limited amount

Preface Name of Shareholder Nature of Shareholder Number of Shares Proportion of Shares Number of Shares Selling Conditions

Number (shares) (%) (shares) Number of shares

(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.

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 Asset Management Others 24,380,533 4.18 - -

Partnership (Limited Partnership)

China Merchants Bank Co., Ltd.-

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

Invest in exchange-traded open-ended index securities

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 Science and Technology Innovation Board Others 13,674,398 2.34 - -

50 Component Trading Open-ended Index

A number of securities 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

After the completion of the share registration of the new shares in this issuance, until March 31, 2025 (new share registration

The top 10 shareholders of the company are as follows:

Preface Number of shares held Proportion of shares pledged Held for limited sale

Name of Shareholder Nature of Shareholder (Shares) (%) Number of Shares Conditional Shares

(Shares) Quantity (Shares)

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

2 Shanxi Lu'an Mining Co., Ltd. 52,007,550 7.21 - -

regiment) LLC

3 CIB Overseas 48,543,681 6.73 - -

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

Capital Development Co., Ltd

HBM Healthcare

5 Investments Overseas 35,621,436 4.94 - -

(Cayman) Ltd.

Tianjin Sitong Longtong Yuanzi

6 Property management partnership Other 21,303,563 2.95 - -

(Limited Partnership)

7 Sichuan Tianfu Bank Shares Other 20,130,909 2.79 - -

Limited Company Sales Department

China Merchants Bank Co., Ltd

8 Division-ChinaAMC SSE Science and Technology Innovation Board Others 16,393,224 2.27 - -

50-ingredient trading open-ended

Index Securities Investment Funds

CMBI Capital Management

(Shenzhen) Co., Ltd.-

9 Shenzhen CMB Langyao Growth Others 12,400,455 1.72 - -

Equity investment fund partnership

Business (Limited Partnership)

Industrial and Commercial Bank of China shares

Limited to the company-E Fund SSE

10 STAR Market 50 Component Trading Others 11,731,661 1.63 - -

open-ended index securities investment

funds

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

2. Changes in the share capital structure

After the completion of the issuance, the company added 137,911,755 restricted tradable shares, specific share changes

As follows:

Pre-issuance Post-issuance

Type of Shares: Proportion of Shares: Proportion of Shares

Number of Shares (Shares) (%) Number 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%

Before and after the transaction, the controlling shareholder of the company was changed from CIB to Shanghai Yaoxiu, and CIB and Shanghai Yaoxiu

UNDER THE CONTROL OF THE XIUCAILIU FAMILY; Therefore, 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 lead to a change in the actual control of the company.

3. Changes in shareholdings of directors, supervisors and senior managers

The issuer of this issuance to a specific target, Shanghai Yaoxiu, is the actual controller of the company, XIUCAILIU

(Liu Xiucai) a family-controlled enterprise. After the issuance, the shareholding ratio of the controlling shareholder Shanghai Yaoxiu will be changed from 20.00% to 35.29%, and the total control of the issuer's shares by the family of the actual controller XIUCAILIU and the enterprises controlled by it will increase to 44.04%.

The company's directors, supervisors and senior management personnel did not directly participate in the subscription, and the number of direct shares held by the company's directors, supervisors and senior management personnel did not change due to the issuance before and after the issuance.

4. Discussion and analysis of financial and accounting information

(1) The main data of the consolidated balance sheet

Unit: 10,000 yuan

Projects 2024 2023 2022 2021

September 30, December 31, December 31, December 31

Total assets 1,833,003.60 1,883,337.28 1,782,728.06 1,618,515.20

Total liabilities 334,085.18 406,026.26 278,906.80 151,076.79

Total shareholders' equity 1,498,918.43 1,477,311.02 1,503,821.26 1,467,438.42

Equity attributable to shareholders of the parent company 1,138,675.72 1,116,418.06 1,094,895.53 1,065,192.29

Note: The financial data for 2021-2023 have been audited by Tianjian Certified Public Accountants (Special General Partnership), and the financial data from January to September 2024 are unaudited, the same below.

(2) The main data of the consolidated income statement

Unit: 10,000 yuan

Projects: January-September 2024, 2023, 2022, 2021

Operating income 221,508.34 211,417.49 244,110.40 236,348.26

Operating profit 38,909.80 45,429.52 70,828.38 72,335.05

Total profit 38,737.17 44,892.45 69,599.19 72,444.87

Net profit 33,843.37 40,853.56 61,265.49 63,351.15

34,517.74 36,652.44 55,326.60 59,471.91 attributable to owners of the parent company

Net profit

(3) The main data of the consolidated cash flow statement

Unit: 10,000 yuan

Projects: January-September 2024, 2023, 2022, 2021

Cash flow from operating activities 67,601.60 56,945.13 80,367.37 57,868.58

Net amount

Cash flow from investing activities -61,390.32 -155,880.97 -419,821.61 -11,075.61

Net amount

Cash flow from financing activities -41,367.90 -26,216.03 40,387.84 298,744.92

Net amount

Net increase in cash and cash equivalents -37,971.03 -121,129.77 -293,068.06 344,619.35

Top-up

(4) Main financial indicators

End of September 2024 End of 2023/ End of 2022/ End of 2021/

Project /2024 1-9 2023 2022 2021

month

Current ratio (times) 2.87 2.22 5.95 9.36

Quick ratio (times) 2.33 1.79 4.85 8.38

Debt to Asset Ratio 18.23% 21.56% 15.64% 9.33%

Accounts receivable turnover ratio (times/year) 10.61 6.67 7.51 10.56

Inventory turnover ratio (times/year) 1.46 0.99 1.15 1.55

Total asset turnover ratio (times/year) 0.16 0.12 0.14 0.17

Basic earnings per share (RMB/share) 0.79 0.63 0.95 1.02

Diluted earnings per share (RMB/share) 0.79 0.63 0.95 1.02

Return on equity (weighted, net of non-4.05% 3.31% 5.12% 5.64%)

former)

Return on equity (weighted, net of non-3.96% 2.77% 4.91% 5.32%)

After)

Note 1: Accounts receivable turnover ratio, inventory turnover ratio, return on total assets, earnings per share, and net assets from January to September 2024

The yield data has been calculated on an annualized basis;

Note 2: The formula for calculating the above financial indicators is as follows:

1. Current ratio = current assets/current liabilities;

2. Quick Ratio = (Current Assets - Inventory) / Current Liabilities;

3. Asset-liability ratio = total liabilities/total assets;

4. Accounts receivable turnover rate = operating income/average book value of accounts receivable at the beginning and end of the period;

5. Inventory turnover rate = operating cost / average inventory book value at the beginning and end of the period;

6. Total asset turnover ratio = operating income / average value of total assets at the beginning and end of the period;

7. The weighted average return on equity, the weighted average return on equity after deducting non-recurring gains and losses, basic earnings per share, and basic earnings per share after deducting non-recurring gains and losses are calculated in accordance with the Rules for the Preparation of Information Disclosure of Companies Offering Securities to the Public No. 9 - Calculation and Disclosure of Return on Net Assets and Earnings per Share (revised in 2010).

(5) Management discussion and analysis

1. Analysis of the overall situation of assets and liabilities

At the end of 2021, 2022, 2023 and September 2024, the company's total assets were:

1,618,515.20 million yuan, 1,782,728.06 million yuan, 1,883,337.28 million yuan and 1,833,003.60 million yuan,

The overall trend is first up and then down. From the perspective of asset composition, current assets accounted for 70.40%, 47.54%, 40.20% and 37.17% respectively, mainly monetary funds and inventories; Non-current assets accounted for 29.60%, 52.46%, 59.80% and 62.83% respectively. It mainly consists of fixed assets, construction in progress, intangible assets and other non-current assets.

At the end of 2021, 2022, 2023 and September 2024, the company's total liabilities were:

1510.7679 million yuan, 2789.068 million yuan, 4060.2626 million yuan and 3340.8518 million yuan, as a whole

First uptrend followed by downtrend. From the perspective of liability composition, current liabilities accounted for 80.60%, 51.06%, 83.98% and 71.06% respectively, mainly short-term borrowings, accounts payable and non-current liabilities due within one year. Non-current liabilities accounted for 19.40%, 48.94%, 16.02% and 28.94% respectively, consisting of long-term borrowings and deferred income.

2. Solvency analysis

At the end of 2021, 2022, 2023 and September 2024, the company's debt-to-asset ratio was respectively

9.33%, 15.64%, 21.56% and 18.23%; The current ratios are 9.36, 5.95, 2.22, and 2.87, respectively,

The quick ratios are 8.38, 4.85, 1.79, and 2.33, respectively. From 2021 to the end of 2023, the company's asset-liability ratio showed an upward trend, mainly due to the expansion of the company's production and operation scale, the company's debt scale expanded, and the overall stability was below 25%; The company's current ratio and quick ratio both showed a downward trend, mainly due to the continuous increase in the company's debt scale from 2021 to 2023 and the gradual decrease in monetary funds due to the gradual use of IPO funds.

At the end of September 2024, the company's debt-to-asset ratio decreased, and the current ratio and quick ratio increased, mainly due to the decrease in current liabilities due to the payment of non-current liabilities due within one year.

Overall, the company's solvency is good; The issuance will help optimize the company's asset and liability structure, further improve the company's financial situation, and enhance the company's ability to resist risks.

3. Profitability analysis

From January to September 2021, 2022, 2023 and 2024, the company achieved operating income of 2363.4826 million yuan, 2441.104 million yuan, 2114.1749 million yuan and 2215.0834 million yuan respectively, and realized net profit attributable to owners of the parent company of 594.7191 million yuan, 553.266 million yuan, 366.5244 million yuan and 345.1774 million yuan respectively. The company's main business is prominent, mainly due to the sales revenue of the company's series of bio-based long-chain diacids and series of bio-based polyamide products, accounting for more than 95% of the operating income in each period. After calculating the annualized operating income from January to September 2024, the compound annual growth rate of the company's operating income from 2021 to 2024 is 7.71%.

Section 4 The new share issuance and listing related institutions

1. Joint sponsors (joint lead underwriters)

(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

3. 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

Fourth, the capital verification agency

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

Section 5 Sponsor's Listing Recommendations

1. Sponsor representative

CITIC Securities appointed Meng Xia and Zhou Yan as the sponsor representatives of the issuance, responsible for the issuance and listing and the continuous supervision of the stock issuance and listing. His main practices are as follows:

Meng Xia, sponsor representative, securities practice number: S1010111070076, graduated from Fudan University and Bocconi University in Italy, obtained a double master's degree in management, and is currently the executive general manager of the Management Committee of CITIC Securities Investment Bank; He has been responsible for or participated in the IPO projects of Huayou Cobalt, Jinshi Resources, Shanghai Tianyang, Hesheng Silicon, Hongbai New Materials, Cathay Biotechnology, Huitong New Materials, Ruitai New Materials, Hekang New Energy's major asset restructuring projects, Chihong Zinc Germanium, Dangsheng Technology, Limin Co., Ltd., Hongbai New Materials, Hesheng Silicon, Huayou Cobalt, Shenma Co., Ltd. and other refinancing projects, as well as Hesheng Silicon Corporate Bonds, Shanghai Yaoxiu's acquisition of Cathay Biotech's equity and other projects, and participated in the restructuring, counseling, financial consulting and other work of many private and state-owned enterprises.

Zhou Yan, Sponsor Representative, Securities Practice Number: S1010720100023, graduated from Chinese Minmin University with a master's degree in finance, and is currently the director of the Global Investment Banking Management Committee of CITIC Securities; The projects he has been responsible for or participated in include: IPO of Beyond Environmental Protection Growth Enterprise Market, IPO of Cathay Biotech Innovation Board, major asset restructuring of ENN Co., Ltd., major asset restructuring of Bishuiyuan, major asset restructuring of Wangneng Environment, major asset restructuring of State Grid Energy Conservation, restructuring and listing of PetroChina Engineering, Sinochem Corporate Bonds, Sinochem Corporate Bonds, Sinochem Corporate Bonds and other projects.

China Merchants Securities appointed Lu Yongzhi and Wang Dawei as the sponsor representatives of the issuance, responsible for the issuance and listing and the continuous supervision of the stock issuance and listing. His main practices are as follows:

Lu Yongzhi, Sponsor Representative, is currently the Vice President of the Investment Banking Committee of China Merchants Securities. He has been responsible for or participated in projects such as the IPO of Feixiang Technology, the refinancing of AVIC Heavy Machinery, the refinancing of Deyi Cultural and Creative Machinery, and the sale of major assets of Alloy Investment, and has rich experience in investment banking business.

Wang Dawei, Sponsor Representative, is currently the Executive Director of the Investment Banking Committee of China Merchants Securities. He has been responsible for or participated in projects such as Zhuhai Guanyu Science and Technology Innovation Board IPO, Zhuhai Guanyu Convertible Bonds, China Merchants Highway Convertible Bonds, etc., and has rich experience in investment banking business.

2. The sponsor's conclusive opinion on recommending the company's issuance of new shares for listing

As the sponsor of Shanghai Cathay Biotechnology Co., Ltd.'s issuance of A-shares to specific targets,

In accordance with the provisions of the Company Law, the Securities Law, the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Administrative Measures for Registration, the Guidelines for Due Diligence of Sponsors and other relevant laws and regulations, CITIC Securities conducted full due diligence on the issuer by the project team, fully communicated with the issuer, the issuer's lawyer and the issuer's accountant, and conducted a collective review by the Kernel Committee After the funds raised by this issuance are in place, it will be conducive to improving the company's profitability and promoting the company's long-term sustainable development. Therefore, CITIC Securities agreed to sponsor Cathay Biotech to issue A-shares to specific targets and go public.

As the sponsor of Shanghai Cathay Biotechnology Co., Ltd.'s issuance of A-shares to specific targets,

In accordance with the provisions of the Company Law, the Securities Law, the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Administrative Measures for Registration, the Guidelines for the Due Diligence of Sponsors and other relevant laws and regulations, the project team conducted sufficient due diligence on the issuer, fully communicated with the issuer, the issuer's lawyer and the issuer's accountant, and conducted a collective review by the Kernel Committee After the funds raised by this issuance are in place, it will be conducive to improving the company's profitability and promoting the company's long-term sustainable development. Therefore, China Merchants Securities agreed to sponsor Cathay Biotech's issuance of A-shares to specific targets and its listing.

Section 6 Other Important Matters

From the date when the issuance was approved by the China Securities Regulatory Commission to be registered to the date of publication of this listing announcement, no other important matters that have a greater impact on the company have occurred.

Section 7: Documents for reference

1. Catalogue of documents for reference

(1) The China Securities Regulatory Commission agrees to the registration approval document;

(2) The issuance sponsor letter, issuance sponsor work report and due diligence report issued by the sponsor;

(3) Legal opinions and lawyers' work reports issued by law firms;

(4) A report issued by the sponsor (lead underwriter) on the issuance process to a specific target and the compliance of the subscription object;

(5) A legal opinion issued by a lawyer on the process of issuance to a specific target and the compliance of the subscription target;

(6) The capital verification report issued by the accounting firm;

(7) Other documents required by the SSE;

(8) Other important documents related to the offering.

Second, the location of inquiry

(1) Issuer: Shanghai Cathay Biotechnology Co., Ltd

Address: Building 11, Lane 396, Oasis Ring Road, Minhang District, Shanghai

Tel: 021-50801916 Fax: 021-50801386

(2) Sponsor (lead underwriter): CITIC Securities Co., Ltd

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

Tel: 010-60836989 Fax: 010-60833619

Sponsor (lead underwriter): China Merchants Securities Co., Ltd

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

Tel: 0755-82943666 Fax: 0755-83081361

3. Query time

9:30-11:30 a.m. and 13:00-17:00 p.m. every day except public holidays.

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