Stock code: 688065 Stock abbreviation: Cathay Biotech Announcement No.: 2024-068

Shanghai Cathay Biotechnology Co., Ltd

About the signature of the controlling shareholder

Announcement of the Supplemental Agreement to the Share Contribution Agreement Share Transfer Agreement

The Board of Directors and all directors of the Company guarantee that there is no false record or misleading statement in the content of this announcement

or material omissions, and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

According to the company's controlling shareholder, Cathay Industrial Biotech Ltd. (hereinafter referred to as "CIB"), etc

The "Stock Contribution Agreement" and other related provisions signed on June 25, 2023 will serve as the company's 2023 annual commitment

As part of the overall plan for the issuance of A shares, CIB intends to transfer its 116,655,640 RMB ordinary A shares directly held by CIB to Shanghai Yaoqin Biotechnology Partnership (Limited Partnership) (to be established) (final industrial and commercial approval registration name: Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership), hereinafter referred to as

"Shanghai Yaoxiu") to subscribe for its partnership shares. The above matters are detailed in the Company's June 25, 2023 date

The "Indicative Announcement of Shanghai Cathay Biotechnology Co., Ltd. on Changes in Shareholders' Equity" and "Summary of the Acquisition Report of Shanghai Cathay Biotechnology Co., Ltd." were disclosed.

In order to realize the transfer of the shares to be contributed by CIB, CIB and Shanghai Yaoxiu signed this document on December 16, 2024

Supplemental Agreement to the Share Contribution Agreement Share Transfer Agreement (hereinafter referred to as the "Share Transfer Agreement"). After the completion of the change in the company's equity involved in the Share Transfer Agreement, the controlling shareholder of the company will be changed from CIB to Shanghai Yaoxiu, and the actual controller of the company will still be the family of XIUCAI LIU.

The matters involved in the signing of the Share Transfer Agreement by the controlling shareholder will not affect the normal production and operation of the company, and there is no harm to the interests of the company and small and medium-sized shareholders. For the follow-up matters involved in this transaction, the company will fulfill its information disclosure obligations in a timely manner according to the progress of the matters.

The change is subject to compliance confirmation from the Shanghai Stock Exchange, and the transfer of shares by agreement at the Shanghai Branch of China Securities Depository and Clearing Corporation Limited. There is still uncertainty about whether the transaction can be completed, please pay attention to the investment risks.

1. Overview of the transaction

Prior to this transaction, Shanghai Yaoxiu did not hold shares in the listed company; CIB holds 165,199,321 shares of the listed company, with a shareholding ratio of 28.32%; Jining Boju holds 6,881,308 shares of the listed company, with a shareholding ratio of 1.18%; Jining Zhongxian holds 6,802,865 shares of the listed company, with a shareholding ratio of 1.17%; Jining Shu'an holds 893,333 shares of the listed company, with a shareholding ratio of 0.15%. The total shareholding ratio of Shanghai Yaoxiu and its concert parties is 30.82%.

The transaction was made by Shanghai Yaoxiu in the acquisition of 116,655,640 shares of the Company by CIB as a capital contribution to Shanghai Yaoxiu

Fund. In order to realize the transfer of the shares to be contributed by CIB, CIB and Shanghai Yaoxiu have signed this Share Transfer Agreement, whereby Shanghai Yaoxiu will acquire 116,655,640 shares of the Company, accounting for 20.00% of the total share capital of the Company.

In addition, China Merchants Group Co., Ltd. (hereinafter referred to as "China Merchants Group") will contribute capital to Shanghai Yaoxiu in cash. After the completion of the above-mentioned stock and cash contributions, CIB holds 50.9995% of the partnership share of Shanghai Yaoxiu, and China Merchants Group holds 48.9995% of the partnership share of Shanghai Yaoxiu. In addition, according to the China Securities Regulatory Commission's Reply on Agreeing to the Registration of Shanghai Cathay Biotechnology Co., Ltd. to Issue Shares to Specific Targets (Zheng Jian Xu Xu [2024] No. 1662), Shanghai Yaoxiu will subscribe for no more than 152,284,263 shares (including the principal number) of the company in cash.

After the completion of CIB's stock contribution and the issuance of shares of the listed company, assuming that the maximum number of shares issued is 152,284,263 shares, based on the shares contributed by CIB and the shares obtained by Shanghai Yaoxiu through the participation in the stock issuance of the listed company, Shanghai Yaoxiu holds a total of 268,939,903 shares of the listed company, with a shareholding ratio of 36.56%; CIB holds 48,543,681 shares of the listed company, with a shareholding ratio of 6.60%; Jining Boju holds 6,881,308 shares of the listed company, with a shareholding ratio of 0.94%; Jining Zhongxian holds 6,802,865 shares of the listed company, with a shareholding ratio of 0.92%; Jining Shu'an holds 893,333 shares of the listed company, with a shareholding ratio of 0.12%. The total shareholding ratio of Shanghai Yaoxiu and its concert parties is 45.14%.

2. Basic information of both parties to the agreement

(1) Basic information of the transferor

1. Basic information of CIB

Project content

Company name: Cathay Industrial Biotech Ltd.

Project content

Registered Address/Correspondence The offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion,

Address Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands

CURRENT DIRECTORS XIUCAI LIU, XIAOWEN MA, CHARLIE CHI LIU

Authorized share capital US$208,763.811

Date of establishment April 19, 2006

Certificate of Registration No. CF-166100

Contact number 021-50800044

2. CIB's shareholding structure

Serial No. Shareholder Shareholding Ratio

1 XIUCAI LIU 50.50%

2 XIAOWEN MA 0.50%

3 CHARLIE CHI LIU 49.00%

(2) The basic information of the transferee

1. The basic situation of Shanghai Yaoxiu

Project 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

Talent))

The amount of capital contribution is RMB 100,000

Unified social credit code 91310000MACUM2RA5P

Type of business: Foreign-invested limited partnership

The duration of the partnership is from August 15, 2023 to an 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. Shanghai Yaoxiu equity structure

According to the relevant transaction arrangement, CIB intends to transfer 49% of the equity interest in Shanghai Yaojian to China Merchants Group, and the transfer will be completed

Later, CIB holds a 51% stake in Shanghai Yaojian, and China Merchants Group holds a 49% stake in Shanghai Yaojian. In addition, the CIB is based on the Holding 116,655,640 Cathay Biotech shares subscribed to Shanghai Yaoxiu, holding 50.9995% of Shanghai Yaoxiu's shares; China Merchants Group intends to subscribe to Shanghai Yaoxiu in cash, holding 48.9995% of the shares of Shanghai Yaoxiu. After the completion of the above-mentioned transaction, the capital contribution structure of Shanghai Yaoxiu will be changed as follows:

Shanghai Yaojian Biotechnology Co., Ltd. (hereinafter referred to as "Shanghai Yaojian") is the executive partner of Shanghai Yaoxiu, and the XIUCAI LIU family indirectly controls Shanghai Yaojian through the holding of CIB and becomes the actual controller of Shanghai Yaoxiu. The basic situation of Shanghai Yaojian is as follows:

Project content

Company name: Shanghai Yaojian Biotechnology Co., Ltd

Project content

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

Legal representative XIUCAI LIU

Shareholders 100% owned by CIB

The registered capital is 1 million yuan

Unified social credit code 91310000MACLX4WU8X

Type of business: Limited liability company (wholly foreign-owned)

Operating period: June 27, 2023 to June 26, 2073

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

3. The main content of the agreement

Party A: Cathay Industrial Biotech Ltd (Chinese name is Cathay Biotech Co., Ltd.)

(hereinafter referred to as "Party A" or "CIB")

Party B: Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership) (hereinafter referred to as "Party B" or "Shanghai Yaoxiu")

Given:

1. Shanghai Cathay Biotechnology Co., Ltd. (hereinafter referred to as the "Listed Company") is a limited liability company established and validly existing in accordance with the laws of the People's Republic of China and listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange") with the stock code of 688065 (A shares) and the stock abbreviation of Cathay. As of the date of signing this agreement, Party A is the controlling shareholder of the listed company.

2. On June 25, 2023 (hereinafter referred to as the "Date of Signing of the Capital Contribution Agreement"), CIB (as Agreement A

Fang), Shanghai Yaoqin Biotechnology Partnership (Limited Partnership) (to be established, the final name is subject to the industrial and commercial approval information, as Party B of the agreement), Shanghai Yaojian Biotechnology Co., Ltd. (to be established, the final name is subject to the industrial and commercial approval information, as Party C of the agreement) signed the "Stock Contribution Agreement", which stipulates: "Party A intends to directly hold 116,655,640 shares of RMB ordinary shares of the listed company to Party B to subscribe to Party B's partnership shares. ”；“ As of the date of signing this Agreement, both Party B and Party C are in the process of preparation, and the actual controller after its establishment is XIUCAILIU, and this Agreement is signed by XIUCAILIU on its behalf

After the establishment of the Agreement, Party B and Party C will re-sign this Agreement in their own names and take effect retrospectively on the date of signing of this Agreement, or sign a supplementary agreement separately to recognize the Signing Arrangement. ”。

On August 17, 2023, CIB and Shanghai Yaoxiu and its executive partner, Shanghai Yaojian Biotechnology Co., Ltd

Ren Company signed the Supplemental Agreement to the Stock Contribution Agreement, stipulating: "The parties confirm that Shanghai Yaoxiu is Party B under the Stock Contribution Agreement and Shanghai Yaojian is Party C under the Stock Contribution Agreement, and all parties agree that Party A will subscribe for the partnership share of Shanghai Yaoxiu with 116,655,640 shares of Shanghai Cathay Biotechnology Co., Ltd. held by Party A." From the date of signing of the Share Contribution Agreement, the parties shall enjoy and assume the rights and obligations under the Share Contribution Agreement and shall be bound by the Share Contribution Agreement. ”

In order to fulfill the above agreement, in accordance with the provisions of the Company Law of the People's Republic of China, the Civil Code of the People's Republic of China and other provisions, the two parties hereby sign this agreement on the transfer of the shares of the listed company held by Party A and the capital contribution to Party B through consultation between the two parties, so as to jointly abide by it.

1. Underlying shares

1.1 Party A agrees to transfer its holdings of 116,655,640 RMB ordinary shares A shares of the listed company and the consequent

The derivative shareholders' equity (hereinafter referred to as the "underlying shares") is contributed and transferred to Party B.

1.2 After the share transfer, Party B holds 116,655,640 shares of the listed company.

2. The transfer price of the stock

The parties agreed that Party A will contribute and transfer 116,655,640 shares of the subject shares to Party B to complete its capital contribution obligation of RMB 6,951,159,620.44 paid to Party B at a transfer price of RMB 59.59 per share (accurate to two decimal places).

3. Share transfer registration

3.1 Party A and Party B shall actively cooperate to complete the registration of the transfer of the underlying shares as soon as possible.

3.2 From the date of completion of the registration of the transfer of the underlying shares, the rights and obligations of the shareholders corresponding to the underlying shares shall be enjoyed by Party B

Yes or undertake.

4. Transitional arrangements

From the date of signing the capital contribution agreement to the completion of the share transfer registration of the underlying shares, the profits and losses arising from the underlying shares shall be enjoyed or borne by Party B, except that the cash dividends (hereinafter referred to as "excluding dividends") enjoyed by Party A based on the "Company's 2022 Profit Distribution Plan" deliberated and approved by the seventh meeting of the second board of directors of the listed company shall be enjoyed by Party A.

If the listed company has ex-rights such as allotment of shares and conversion of capital reserve to share capital before the completion of the share transfer registration of the underlying shares, the number of the underlying shares shall be adjusted accordingly. If the listed company pays cash dividends (excluding excluding dividends) from the date of signing the capital contribution agreement to the completion of the share transfer registration of the underlying shares, Party B will deduct the same amount of the distribution amount that Party A should obtain at that time without increasing Party A's tax burden in the subsequent profit distribution, until the deduction amount is equal to the above-mentioned cash dividend amount.

……

8. Effectiveness of the Agreement and Others

8.1 This Agreement shall come into force on the date of signature and seal of both parties.

8.2 For matters not covered in this Agreement, the "Stock Contribution Agreement" and the "Supplemental Agreement to the Stock Contribution Agreement" shall prevail.

4. The equity structure before and after the equity change

Before this change in equity After this change in equity

Name of Shareholder Shareholding Percentage Shareholding Ratio

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

CIB 165,199,321 28.32 48,543,681 8.32

Shanghai Yaoxiu 0 0 116,655,640 20.00

Jining Boju enterprise management

Consulting Partnership (Limited 6,881,308 1.18 6,881,308 1.18

Partnership)

Jining Zhongxian Enterprise Management

Consulting Partnership (Limited 6,802,865 1.17 6,802,865 1.17

Partnership)

Jining Shu'an Enterprise Management

Consulting Partnership (Limited 893,333 0.15 893,333 0.15

Partnership)

Total 179,776,827 30.82 179,776,827 30.82

Note: 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) are the consistent promoters of CIB and Shanghai Yaoxiu

5. Impact on the company

After the completion of the change in the company's equity involved in the Share Transfer Agreement, the controlling shareholder of the company will be changed from Cathay Industrial Biotech Ltd. (hereinafter referred to as "CIB") to Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Yaoxiu"), and the actual controller of the company is still XIUCAI LIU

(Liu Xiucai) family. The above-mentioned changes in equity will not affect the normal production and operation of the company, and there is no harm to the interests of the company and minority shareholders.

6. Risk Warning

The change is subject to compliance confirmation from the Shanghai Stock Exchange, and the transfer of shares by agreement at the Shanghai Branch of China Securities Depository and Clearing Corporation Limited. There is still uncertainty about whether the transaction can be completed, please pay attention to the investment risks.

The announcement is hereby made.

Shanghai Cathay Biotechnology Co., Ltd

Board of Directors

December 17, 2024