Shanghai Cathay Biotechnology Co., Ltd

Executive Summary of Acquisition Report (Second Revision)

Listed company name: Shanghai Cathay Biotechnology Co., Ltd

Stock listing location: Shanghai Stock Exchange

Stock abbreviation: Cathay Biotech

Stock Code: 688065

Acquirer: Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership)

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

Building 11, Lane 396, Oasis Ring Road, Row District

Concert Parties: Cathay Industrial Biotech Ltd.

Address: The offices of Vistra (Cayman) Limited, P.O. Box 31119 Grand

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

Islands

Person acting in concert: Jining Boju Enterprise Management Consulting Partnership (Limited Partnership)

Residence/mailing address: Jining New Material Industrial Park, Huji Town, Jinxiang County, Jining City, Shandong Province

Person acting in concert: Jining Zhongxian Enterprise Management Consulting Partnership (Limited Partnership)

Residence/mailing address: Jining New Material Industrial Park, Huji Town, Jinxiang County, Jining City, Shandong Province

Person acting in concert: Jining Shu'an Enterprise Management Consulting Partnership (Limited Partnership)

Residence/mailing address: Jining New Material Industrial Park, Huji Town, Jinxiang County, Jining City, Shandong Province

Date of signing: December 2024

Acquirer's Statement

1. The summary of this report is prepared in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Acquisition of Listed Companies and the Standards for the Content and Format of Information Disclosure of Companies Offering Securities to the Public No. 16 - Report on the Acquisition of Listed Companies and relevant laws, regulations and departmental rules.

2. In accordance with the provisions of the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China and the Administrative Measures for the Acquisition of Listed Companies, the summary of this report has fully disclosed the shares in which the acquirer and its persons acting in concert have an interest in Cathay. As of the date of the summary of this report, the Acquirer and its concert parties have not increased or decreased their shares in Cathay Biotech by any means, other than as disclosed.

3. The Acquirer and its persons acting in concert have obtained the necessary authorizations and approvals to sign the Summary of this Report, and their performance does not violate or conflict with any provision of the Acquirer's Articles of Association or internal rules.

4. The acquirer's subscription of new shares issued by the listed company to a specific target will cause the shares in which it has an interest to exceed 30% of the issued shares of the listed company, triggering the tender offer obligation. According to Article 63 of the Administrative Measures for the Acquisition of Listed Companies, with the approval of the non-affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued by the listed company, resulting in its equity interest in the company exceeding 30% of the issued shares of the company, the investor undertakes not to transfer the new shares issued to it within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempt from making an offer, and the investor can be exempted from making an offer. The acquirer has promised that the new shares of the listed company subscribed for this time shall not be transferred within 60 months from the date of the end of the issuance. Therefore, on the premise that the general meeting of shareholders of the listed company has agreed that the acquirer is exempt from making an offer, the acquirer and the parties acting in concert meet the conditions for exemption from making an offer as stipulated in Chapter 6 of the Administrative Measures for the Takeovers of Listed Companies.

5. The equity contribution involved in the acquisition has been approved by both parties and signed the relevant agreement; The issuance of shares to specific targets has been approved by the board of directors and the general meeting of shareholders of Cathay, approved by the Shanghai Stock Exchange, and approved by the China Securities Regulatory Commission for registration. The acquisition is subject to CIB's contribution to the acquirer with part of its shares in the listed company, obtaining compliance confirmation from the Shanghai Stock Exchange, completing the transfer registration and completing the registration related to the share issuance.

6. The acquirer and its persons acting in concert undertake that there are no false records or misleading statements in the summary of this report

or material omissions, and assume individual and joint legal responsibility for its authenticity, accuracy and completeness.

directory

Interpretation ...... 5

Section 1 Introduction of the Acquirer and its Persons Acting in Concert ...... 6

1. Acquirer: Shanghai Yaoxiu ...... 6

2. One of the persons acting in concert: CIB...... 10

3. Person 2 acting in concert: Jining Boju ...... 12

Fourth, the third person acting in concert: Jining Zhongxian...... 14

5. Person 4 acting in concert: Jining Shu'an...... 16

VI. Concerted Action Relationship of the Acquirer...... 19

Section 2 Acquisition Decision and Purpose ...... 20

1. Purpose of the acquisition...... 20

II. The relevant procedures of the acquirer regarding the performance of the acquisition...... 20

Section 3 Acquisition Methods...... 22

1. The acquirer's holding of shares in the listed company...... 22

2. The main contract ...... of this transaction 22

III. Restrictions on the rights of shares of listed companies in which the acquirer and its persons acting in concert have an interest...... 31

Section 4 Exemption from making an offer...... 32

Section 5 Other Major Matters ...... 33

In the summary of this report, unless otherwise stated, the following abbreviations shall have the following meanings:

Summary of this Report means the "Summary of the Report on the Acquisition of Cathay Biotechnology Co., Ltd."

Listed company, Cathay Biotech refers to Shanghai Cathay Biotechnology Co., Ltd

Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership), when it was originally intended to be established,

Acquirer, Shanghai Yaoxiu refers to the proposed name of the acquirer is Shanghai Yaoqin Biotechnology Partnership (Limited Partnership).

After the final industrial and commercial approval, the name of the acquirer was determined to be Shanghai Yao Xiusheng

Physics Technology Partnership (Limited Partnership)

Shanghai Yaojian refers to Shanghai Yaojian Biotechnology Co., Ltd

CIB means Cathay Industrial Biotech Ltd.

Jining Boju refers to Jining Boju Enterprise Management Consulting Partnership (Limited Partnership)

Jining Zhongxian refers to Jining Zhongxian Enterprise Management Consulting Partnership (Limited Partnership)

Jining Shu'an refers to Jining Shu'an Enterprise Management Consulting Partnership (Limited Partnership)

Acquirers and persons acting in concert with them refer to Shanghai Yaoxiu, CIB, Jining Boju, Jining Zhongxian and Jining Shu'an

China Merchants Group means China Merchants Group Co., Ltd

The issuance refers to the issuance of no more than 153,595,531 shares (including the principal number) by the listed company to Shanghai Yaoxiu

shares

Shanghai Yaoxiu received 116,655,640 shares of the listed company from CIB

capital contribution; Shanghai Yaoxiu subscribes to listed companies in cash no more

The Acquisition refers to 153,595,531 shares, inclusive, assuming a cap on the number of shares issued

153,595,531 shares, after the completion of the foregoing, the acquirer will hold the listing

36.67% of the company's shares

China Securities Regulatory Commission (CSRC) and CSRC 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

"Measures for the Administration of Takeovers" means the Measures for the Administration of Takeovers of Listed Companies

Yuan and 10,000 yuan refer to RMB and 10,000 yuan

Note: Mantissa discrepancies or discrepancies in the data in the summary of this report are due to rounding

Section 1 Introduction of the Acquirer and its Persons Acting in Concert

1. Acquirer: Shanghai Yaoxiu

(1) The basic situation of Shanghai Yaoxiu

As at the date of signing of the summary of this report, the basic situation of Shanghai Yaoxiu is as follows:

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)

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's investment structure and control relationship

1. Shanghai Yaoxiu's investment structure

As of the date of this report's summary, Shanghai Yaoxiu's investment structure is as follows:

According to the relevant transaction arrangement, CIB intends to transfer 49% of the equity interest in Shanghai Yaojian to China Merchants Group, and after the completion of the transfer, CIB will hold 51% of the equity interest in Shanghai Yaojian, and China Merchants Group will hold 49% of the equity interest in Shanghai Yaojian. In addition, CIB subscribed to Shanghai Yaoxiu with 116,655,640 Cathay Biologics shares, 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 IS THE MANAGING PARTNER OF SHANGHAI YAOXIU, AND XIUCAI LIU'S FAMILY INDIRECTLY CONTROLS SHANGHAI YAOJIAN THROUGH ITS 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

THE BASIC SITUATION OF XIUCAI LIU'S FAMILY IS AS FOLLOWS:

Name, Gender, Affinity, Nationality, Passport Number, Other Countries, Permanent

Right of abode abroad

XIUCAI LIU MALE HUSBAND USA A37***156 USA

XIAOWEN MA FEMALE WIFE USA A36***234 USA

CHARLIE CHI LIU MALE SON UNITED STATES 643***915 United States

2. The main enterprises, affiliated enterprises and businesses controlled by Shanghai Yaoxiu and its executive partners and actual controllers

As of the date of the summary of this report, Shanghai Yaoxiu and its executive partner, Shanghai Yaojian, have no other controlled enterprises.

As of the date of signing of the summary of this report, in addition to the acquirer, the executive partner of the acquirer and the acquirer acting in concert with the acquirer, and the listed company and its subsidiaries disclosed in the summary of this report, the other major affiliated enterprises controlled by the family of XIUCAI LIU, the actual controller of Shanghai Yaoxiu, are shown in the following table:

Serial No. Affiliated Enterprises Affiliated Relationship Main Business

Shanghai Taixian Management Consulting has 100% equity held by CIB, Business Management Consulting, Business Letter

1 LIMITED COMPANY XIUCAI LIU (LIU XIUCAI) FAMILY THROUGH INFORMATION CONSULTING (EXCEPT FINANCIAL INFORMATION).

100% indirect ownership by CIB

Jining Shihua Jichuang Enterprise Management CIB holds 100% of the company's shares, and the enterprise management consulting services (no

2 MANAGER CONSULTING CO., LTD. XIUCAI LIU (LIU XIUCAI) FAMILY THROUGH INCLUDING FINANCE, FUTURES, SECURITIES AND CREDIT

CIB indirectly holds 100% of the shares).

Serial No. Affiliated Enterprises Affiliated Relationship Main Business

GLH Trust holds 51% of the shares, GLH Trust

THE CLIENT IS (XIUCAI LIU)

3 GLH Holdings LLC and XIAOWEN MA).

DCZ Trust holds a 49% stake, DCZ Trust

CONSIGNOR IS CHARLIE CHI LIU

4 Medy LLC GLH Holdings LLC holds Medy Investments

LLC 100% equity

(3) Shanghai Yaoxiu's main business and financial status in the last three years

Shanghai Yaoxiu has not actually commenced business and does not have major financial data for the last three years.

(4) Shanghai Yaoxiu's legal compliance, litigation and arbitration

As of the date of signing the summary of this report, Shanghai Yaoxiu has not been subject to administrative penalties (except those obviously unrelated to the securities market) or criminal penalties in the past five years, and has not been involved in major civil litigation or arbitration related to economic disputes.

(5) The main person in charge of Shanghai Yaoxiu

Serial No. Name Position Gender Nationality Long-term Residence Other countries or regions

Abode

1 XIUCAI LIU EXECUTIVE PARTNERSHIP MALE UNITED STATES CHINA UNITED STATES

(Liu Xiucai) appointed representatives

As of the date of signing the summary of this report, the above-mentioned persons have not been subject to administrative penalties (except for those obviously unrelated to the securities market) or criminal penalties in the past five years, and have not been involved in major civil litigation or arbitration related to economic disputes.

(6) The shares in which Shanghai Yaoxiu and its executive partners and actual controllers have interests in other listed companies at home or abroad reach or exceed 5% of the issued shares of the company

As of the date of signing of the summary of this report, Shanghai Yaoxiu and its executive partners and actual controllers do not have any equity interests in other domestic or overseas listed companies that reach or exceed 5% of the issued shares of the company.

2. One of the persons acting in concert: CIB

(1) Basic information of CIB

Project content

Company name: Cathay Industrial Biotech Ltd.

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 and control relationship

1. CIB shareholding structure

AS OF THE DATE OF THE SUMMARY OF THIS REPORT, THE CONTROLLING SHAREHOLDER OF CIB IS XIUCAI LIU

THE INTERNATIONAL CONTROLLER IS THE XIUCAI LIU FAMILY. The shareholding structure of the CIB is as follows:

Serial No. Shareholder Shareholding Ratio

1 XIUCAI LIU 50.50%

2 XIAOWEN MA 0.50%

3 CHARLIE CHI LIU 49.00%

2. Major enterprises, affiliates and businesses controlled by CIB and its controlling shareholders and actual controllers

As of the date of signing of the summary of this report, the major enterprises, affiliates and businesses controlled by the controlling shareholder and actual controller of CIB are detailed in "2. Major enterprises, affiliates and businesses controlled by Shanghai Yaoxiu and its executive partners and actual controllers" in "1. Acquirer: Shanghai Yaoxiu" in this section of "(2) Capital contribution structure and control relationship of Shanghai Yaoxiu".

(3) CIB's main business and financial status in the last three years

As a shareholding platform, CIB does not actually operate its business. The main financial data of CIB in the last three years are as follows:

Unit: 10,000 yuan

Item 2023.12.31/ 2022.12.31/ 2021.12.31/

2023 2022 2021

Total assets 81,991.23 81,064.10 81,352.76

Liabilities 4,213.06 4,142.81 3,792.51

Net assets 77,778.17 76,921.28 77,560.24

Operating income - - -

Main business income - - -

Net profit 2,576.37 4,464.96 8,669.81

Return on equity (%) 3.33 5.78 11.18

Debt-to-asset ratio (%) 5.14 5.11 4.66

Note: The 2023 financial data has been audited, and the 2021 and 2022 financial data are unaudited; The above financials

The data is a single report.

(4) CIB's legal compliance and litigation and arbitration

As of the date of signing the summary of this report, CIB has not been subject to administrative penalties (except for those obviously unrelated to the securities market) or criminal penalties in the past five years, and has not been involved in major civil litigation or arbitration related to economic disputes.

(5) The main responsible personnel of the CIB

As at the date of signing of the summary of this report, the principal personnel of the CIB are as follows:

Serial Number Name Position Gender Nationality Long-term Residence Other countries or places

District Residency

1 XIUCAI LIU (LIU XIUCAI) DIRECTOR, MALE, UNITED STATES, CHINA, UNITED STATES

2 XIAOWEN MA DIRECTOR FEMALE UNITED STATES UNITED STATES UNITED STATES

3 CHARLIE CHI LIU, DIRECTOR, MALE, UNITED STATES, UNITED STATES

As of the date of signing the summary of this report, the above-mentioned persons have not been subject to administrative penalties (except for those obviously unrelated to the securities market) or criminal penalties in the past five years, and have not been involved in major civil litigation or arbitration related to economic disputes.

(6) The shares in which CIB and its controlling shareholders and actual controllers have interests in other listed companies at home or abroad reach or exceed 5% of the issued shares of the company

As of the date of signing the summary of this report, CIB and its controlling shareholders and actual controllers do not exist in China.

The shares in which other overseas listed companies have an interest in the company reach or exceed 5% of the issued shares of the company. 3. Person 2 acting in concert: Jining Boju

(1) The basic situation of Jining Boju

Project content

Company Name: Jining Boju Enterprise Management Consulting Partnership (Limited Partnership)

Main business place: Jining New Material Industrial Park, Huji Town, Jinxiang County, Jining City, Shandong Province

MANAGING PARTNER, MEDY LLC (APPOINTED REPRESENTATIVE: XIUCAI LIU)

The amount of capital contributed was 4,915,220 yuan

Unified social credit code 91370800MA3EPGEB4L

Type of business: Limited partnership (foreign investment)

Partnership period from October 23, 2017 to no fixed term

Business Scope Business Management Consulting Services. (Projects subject to approval in accordance with the law can only be approved by relevant departments.)

Conduct business activities)

Mailing address: Jining New Material Industrial Park, Huji Town, Jinxiang County, Jining City, Shandong Province

Contact number 0537-8979933

(2) Jining Boju's investment structure and control relationship

1. Jining Boju's investment structure and control relationship

AS OF THE DATE OF SIGNING OF THE SUMMARY OF THIS REPORT, THE EXECUTIVE PARTNER OF JINING BOJU IS MEDY LLC, AND THE ACTUAL CONTROLLER IS XIUCAI LIU (LIU XIUCAI) FAMILY. The investment structure of Jining Boju is as follows:

2. The main enterprises, affiliated enterprises and businesses controlled by Jining Boju and its executive partners and actual controllers

As of the date of signing of the summary of this report, the main enterprises, affiliates and businesses of Jining Boju and its executive partners and actual controllers are detailed in "2. Major enterprises, affiliates and businesses controlled by Shanghai Yaoxiu and its executive partners and actual controllers" in "1. Acquirer: Shanghai Yaoxiu" and "2. Main enterprises, affiliates and businesses controlled by Shanghai Yaoxiu and its executive partners and actual controllers" in this section.

(3) Jining Boju's main business and financial status in the past three years

Jining Boju's business scope is enterprise management consulting services and employee stock ownership platform. The main financial data of Jining Boju in the last three years are as follows:

Unit: 10,000 yuan

Item 2023.12.31/ 2022.12.31/ 2021.12.31/

2023 2022 2021

Total assets 38,650.15 42,868.02 91,077.26

Liabilities 935.00 935.00 935.00

Net assets 37,715.15 41,933.02 90,142.26

Operating income - - -

Main business income - - -

Net profit -4,094.01 -47,988.06 49,571.14

Return on equity (%) -10.28 -72.67 54.99

Debt-to-asset ratio (%) 2.42 2.18 1.03

Note: The 2023 financial data has been audited, and the 2021 and 2022 financial data are unaudited.

(4) Jiningbo Aggregation Law compliance and litigation and arbitration

As of the date of signing the summary of this report, Jining Boju has not been subject to administrative penalties (except those obviously unrelated to the securities market) or criminal penalties in the past five years, and has not been involved in major civil litigation or arbitration related to economic disputes.

(5) The main person in charge of Jining Boju

As of the date of signing the summary of this report, the main persons in charge of Jining Boju are as follows:

Serial Number Name Position Gender Nationality Long-term Residence Other countries or

Regional residency

1 XIUCAI LIU MANAGING PARTNER MALE UNITED STATES CHINA UNITED STATES

(Liu Xiucai)

As of the date of signing the summary of this report, the above-mentioned persons have not been subject to administrative penalties (except for those obviously unrelated to the securities market) or criminal penalties in the past five years, and have not been involved in major civil litigation or arbitration related to economic disputes.

(6) The shares in which Jining Boju and its executive partners and actual controllers have interests in other listed companies at home or abroad reach or exceed 5% of the issued shares of the company

As of the date of signing the summary of this report, Jining Boju and its executive partners and actual controllers do not have any equity interests in other listed companies at home or abroad that reach or exceed 5% of the issued shares of the company.

Fourth, the third person acting in concert: Jining Zhongxian

(1) The basic situation of Jining Zhongxian

Project content

Company Name: Jining Zhongxian Enterprise Management Consulting Partnership (Limited Partnership)

Main business place: Jining New Material Industrial Park, Huji Town, Jinxiang County, Jining City, Shandong Province

The amount of capital contributed was 4,859,189 yuan

Unified social credit code 91370800MA3ENU3T9W

MANAGING PARTNER, MEDY LLC (APPOINTED REPRESENTATIVE: XIUCAI LIU)

Type of business: Limited partnership (foreign investment)

The duration of the partnership is from 18 October 2017 to an indefinite term

Business Scope Business Management Consulting Services. (For projects subject to approval in accordance with the law, they will be approved by relevant departments.)

Business activities can be carried out)

Mailing address: Jining New Material Industrial Park, Huji Town, Jinxiang County, Jining City, Shandong Province

Contact number 0537-8979933

(2) Jining Zhongxian's investment structure and control relationship

1. Jining Zhongxian's investment structure and control relationship

As of the date of signing of the summary of this report, the managing partner of Jining Zhongxian is MEDY LLC

THE INTERNATIONAL CONTROLLER IS THE XIUCAI LIU FAMILY. The investment structure of Jining Zhongxian is as follows:

2. Major enterprises, affiliated enterprises and businesses controlled by Jining Zhongxian and its executive partners and actual controllers

As of the date of signing of the summary of this report, the main enterprises, affiliates and businesses of Jining Zhongxian and its executive partners and actual controllers are detailed in "2. Major enterprises, affiliates and businesses controlled by Shanghai Yaoxiu and its executive partners and actual controllers" in "1. Acquirer: Shanghai Yaoxiu" and "2. Main enterprises, affiliates and businesses controlled by Shanghai Yaoxiu and its executive partners and actual controllers" in this section.

(3) Jining Zhongxian's main business and financial status in the last three years

Jining Zhongxian's business scope is enterprise management consulting services and employee stock ownership platform. The main financial data of Jining Zhongxian in the last three years are as follows:

Unit: 10,000 yuan

Item 2023.12.31/ 2022.12.31/ 2021.12.31/

2023 2022 2021

Total assets 37,275.73 41,445.56 89,105.46

Liability---

Net assets 37,275.73 41,445.56 89,105.46

Operating income - - -

Main business income - - -

Net profit -4,047.38 -47,441.23 49,006.32

Return on equity (%) -10.28 -72.68 55.00

Debt-to-asset ratio (%) - - -

Note: The 2023 financial data has been audited, and the 2021 and 2022 financial data are unaudited.

(4) Jining Zhongxian's legal compliance, litigation and arbitration

As of the date of signing the summary of this report, Jining Zhongxian has not been subject to administrative penalties (except those obviously unrelated to the securities market) or criminal penalties in the past five years, and has not been involved in major civil litigation or arbitration related to economic disputes.

(5) The situation of the principal responsible person of Jining Zhongxian

As of the date of signing of the summary of this report, the principal persons in charge of Jining Zhongxian are as follows:

Serial Number Name Position Gender Nationality Long-term residence in another country or

Place of residence Regional residency

1 XIUCAI LIU (LIU, EXECUTIVE PARTNER, MALE, UNITED STATES, CHINA, UNITED STATES

Xiucai) to send representatives

As of the date of signing the summary of this report, the above-mentioned persons have not been subject to administrative penalties (except for those obviously unrelated to the securities market) or criminal penalties in the past five years, and have not been involved in major civil litigation or arbitration related to economic disputes.

(6) The shares in which Jining Zhongxian and its executive partners and actual controllers have interests in other listed companies at home or abroad reach or exceed 5% of the issued shares of the company

As of the date of signing of the summary of this report, Jining Zhongxian and its executive partners and actual controllers do not have any equity interests in other domestic or overseas listed companies that reach or exceed 5% of the issued shares of the company.

Fifth, the fourth person acting in concert: Jining Shu'an

(1) The basic situation of Jining Shu'an

Project content

Company Name: Jining Shu'an Enterprise Management Consulting Partnership (Limited Partnership)

Main business place: Jining New Material Industrial Park, Huji Town, Jinxiang County, Jining City, Shandong Province

The amount of capital contributed was 638,095 yuan

Project content

Unified Social Credit Code: 91370800MA3EPGF19F

MANAGING PARTNER, MEDY LLC (APPOINTED REPRESENTATIVE: XIUCAI LIU)

Type of business: Limited partnership (foreign investment)

The term of the partnership is from 23 October 2017 to an indefinite term

Business Scope Business Management Consulting Services. (For projects subject to approval in accordance with the law, they will be approved by relevant departments.)

Business activities can be carried out)

Mailing address: Jining New Material Industrial Park, Huji Town, Jinxiang County, Jining City, Shandong Province

Contact number 0537-8979933

(2) Jining Shu'an's investment structure and control relationship

1. Jining Shu'an's investment structure and control relationship

AS OF THE DATE OF SIGNING OF THE SUMMARY OF THIS REPORT, THE EXECUTIVE PARTNER OF JINING SHU'AN IS MEDY LLC, AND THE ACTUAL CONTROLLER IS XIUCAI LIU (LIU XIUCAI) FAMILY. The investment structure of Jining Shu'an is as follows:

2. Major enterprises, affiliated enterprises and businesses controlled by Jining Shu'an and its executive partners and actual controllers

As of the date of signing of the summary of this report, the main enterprises, affiliates and businesses of Jining Shu'an and its executive partners and actual controllers are detailed in "2. Major enterprises, affiliated enterprises and businesses controlled by Shanghai Yaoxiu and its executive partners and actual controllers" in "1. Acquirer: Shanghai Yaoxiu" and "2. Main enterprises, affiliated enterprises and businesses controlled by Shanghai Yaoxiu and its executive partners and actual controllers" in this section.

(3) Jining Shu'an's main business and financial status in the last three years

Jining Shu'an's business scope is enterprise management consulting services and employee stock ownership platform. The main financial data of Jining Shu'an in the last three years are as follows:

Unit: 10,000 yuan

Item 2023.12.31/ 2022.12.31/ 2021.12.31/

2023 2022 2021

Total assets 4,896.20 5,444.11 11,703.16

Liabilities 0.17 0.02 0.02

Net assets 4,896.04 5,444.09 11,703.14

Operating income - - -

Main business income - - -

Net profit -531.97 -6,230.34 6,434.85

Return on equity (%) -10.29 -72.67 54.98

Debt-to-asset ratio (%) 0.00 0.00 0.00

Note: The 2023 financial data has been audited, and the 2021 and 2022 financial data are unaudited.

(4) Jining Shu'an's legal compliance and litigation and arbitration

As of the date of signing the summary of this report, Jining Shu'an has not been subject to administrative penalties (except those obviously unrelated to the securities market) or criminal penalties in the past five years, and has not been involved in major civil litigation or arbitration related to economic disputes.

(5) The main responsible personnel of Jining Shu'an

As of the date of signing of the summary of this report, the principal responsible personnel of Jining Shu'an are as follows:

Serial Number Name Position Gender Nationality Long-term residence in another country or

Place of residence Regional residency

1 XIUCAI LIU (LIU, EXECUTIVE PARTNER, MALE, UNITED STATES, CHINA, UNITED STATES

Xiucai) to send representatives

As of the date of signing the summary of this report, the above-mentioned persons have not been subject to administrative penalties (except for those obviously unrelated to the securities market) or criminal penalties in the past five years, and have not been involved in major civil litigation or arbitration related to economic disputes.

(6) Jining Shu'an and its executive partners and actual controllers are listed in other domestic and overseas markets

A situation in which the company has an interest in shares that reaches or exceeds 5% of the issued shares of the company

As of the date of signing of the summary of this report, Jining Shu'an and its executive partners and actual controllers do not have any equity interests in other domestic or overseas listed companies that reach or exceed 5% of the issued shares of the company.

6. Concerted action of the acquirer

AS OF THE DATE OF SIGNING OF THE SUMMARY OF THIS REPORT, THE ACQUIRER AND ITS CONCERTED ACTORS ARE ENTERPRISES CONTROLLED BY THE FAMILY OF XIUCAI LIU, WHICH ARE THE CONCERTED ACTION RELATIONSHIPS FORMED BY INVESTORS UNDER THE CONTROL OF THE SAME ENTITY AS STIPULATED IN ARTICLE 83 OF THE TAKEOVER ADMINISTRATIVE MEASURES.

Section 2 Acquisition Decision and Purpose of Acquisition

1. The purpose of the acquisition

THIS ACQUISITION IS THE ACTUAL CONTROLLER OF THE LISTED COMPANY, XIUCAI LIU (LIU XIUCAI) FAMILY CONTINUES TO INCREASE THEIR SHAREHOLDING THROUGH SHANGHAI YAOXIU. The purpose of this acquisition is mainly because Shanghai Yaoxiu is optimistic about the development prospects of listed companies and synthetic biology industry, and increases its holdings of listed companies by obtaining CIB's equity contribution and subscribing to the listed company's issuance of shares to specific targets, so as to further enhance its controlling stake in the listed company, help the listed company grasp the development opportunities of the industry, and optimize the capital structure.

2. The relevant procedures of the acquirer for the performance of the acquisition

As of the date of this report's summary date, the decisions and approvals that have been made for this transaction include:

On June 25, 2023, the Board of Directors of CIB approved the public offering of 116,655,640 shares

The company's shares contributed to Shanghai Yaoxiu.

On June 25, 2023, Shanghai Yaojian, the executive partner of Shanghai Yaoxiu, agreed to wait for Shanghai Yaoxiu to be established

After the completion of the registration, the subscription of the listed company to issue shares to specific objects.

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

It is proposed that the general meeting of shareholders extend the authorization of the board of directors and its authorized persons to handle the company's 2023 annual issuance to specific targets

Proposal on the validity period of matters related to A-shares. On June 27, 2024, the 2023 Annual General Meeting of Shareholders was reviewed

The "Proposal on Requesting the General Meeting of Shareholders to Extend the Validity Period for 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" was passed. This issuance of shares to specific targets

The validity period of the resolution of the general meeting of shareholders shall be extended by 12 months from the date of expiration of the original validity period, i.e. until July 2025

May 19th.

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.

On November 8, 2024, the listed company received the "About Shanghai Cathay Biotechnology Shares" issued by the Shanghai Stock Exchange

Notice of the Review Opinions on the Issuance of Shares by Shanghai Cathay Biotechnology Co., Ltd. to Specific Targets", which holds that the application of Shanghai Cathay Biotechnology Co., Ltd. to issue 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 listed company received the "Consent to Shanghai Cathayson" issued by the China Securities Regulatory Commission

Approval of the Registration of the Issuance of Shares to Specific Targets by Wuji Technology Co., Ltd. (Zheng Jian Xu [2024] 1662

(effective date of registration is November 25, 2024), which agrees to the issuance of shares by the company to specific targets

The application for registration, which is valid for 12 months.

On December 16, 2024, CIB signed a contract with Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership).

Supplemental Agreement Share Transfer Agreement to the Share Contribution Agreement.

The acquisition is subject to CIB's contribution to the acquirer with part of its shares in the listed company to obtain the Shanghai Stock Exchange

Confirm and complete the registration of the transfer of shares and complete the registration related to the issuance of shares of Cathay Biotech.

Section 3 Methods of Acquisition

1. The acquirer's holding of shares in the listed company

Prior to the acquisition, the acquirer 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 the acquirer and the persons acting in concert is 30.82%.

The acquisition was made by Shanghai Yaoxiu in which 116,655,640 shares of the listed company were acquired by CIB

Yao Xiu's capital contribution. At the same time, the acquirer subscribes for no more than 153,595,531 shares (including the principal number) of the listed company in cash, assuming that Shanghai Yaoxiu will hold 36.67% of the shares of the listed company based on the calculation of the upper limit of 153,595,531 shares issued.

After the completion of the acquisition, assuming that the listed company issues 153,595,531 shares, the acquirer will hold the above

270,251,171 shares of the municipal company, with a shareholding ratio of 36.67%; CIB holds 48,543,681 publicly traded companies

shares, with a shareholding ratio of 6.59%; Jining Boju holds 6,881,308 shares of the listed company, with a shareholding ratio of 0.93%; 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 the acquirer and the parties acting in concert is 45.24%.

After the completion of the stock contribution, the controlling shareholder of the listed company was changed to Shanghai Yaoxiu, and the actual controller of the company is still the family of XIUCAI LIU. AFTER THE COMPLETION OF THIS ISSUANCE, SHANGHAI YAOXIU FURTHER INCREASED ITS SHAREHOLDING RATIO, AND THE ACTUAL CONTROLLER OF THE COMPANY IS STILL XIUCAI LIU (LIU XIUCAI) FAMILY.

2. The main contract of this transaction

(1) A share subscription agreement that takes effect conditionally

1. The subject of the agreement and the time of signing

Party A/Issuer: Shanghai Cathay Biotechnology Co., Ltd

Party B / Subscriber: Shanghai Yaoqin Biotechnology Partnership (Limited Partnership) (to be established)

In this Agreement, the Issuer and the Subscriber are individually referred to as a "Party" and collectively as the "Parties"

Signed: June 25, 2023

2. Subscription method, payment method and other main contents of the contract

(1) Pricing principles

Party A will use 80% of the average trading price of the company's shares in the 20 trading days prior to the pricing reference date, i.e. RMB 43.34

RMB/share (hereinafter referred to as the "issue price per share") to issue shares to Party B. The "average trading price" is calculated as follows: average stock trading price in the 20 trading days prior to the pricing base date = total stock trading volume in the 20 trading days before the pricing base date/total stock trading volume in the 20 trading days before the pricing base date.

If Party A's shares are subject to dividends, bonus shares, capital reserve conversion to share capital and other ex-rights and ex-dividends from the pricing basis date to the completion date of the issuance, the issue price will be adjusted accordingly, and the adjustment formula is as follows:

Cash dividend: P1=P0-D

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

Two items at the same time: P1=(P0-D)/(1+N)

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

If the price of this offering needs to be adjusted according to changes in relevant laws, regulations and regulatory policies or the requirements of the issuance registration documents, Party A may determine the new issue price in accordance with the above requirements.

(2) Subscription quantity

Both parties agree that the number of shares issued by Party A this time shall not exceed 152,284,263 shares (including the number of shares), which shall not exceed 30% of the total share capital before this issuance. If the company deliberates on the announcement of the resolution of the board of directors to the date of completion of the issuance, there are ex-rights such as share gifts, capital reserve conversion to share capital, or changes in the company's total share capital due to share repurchase, employee equity incentive plan and other matters, the upper limit of the number of shares issued will be adjusted accordingly.

(3) Subscription method and amount

Party B undertakes to subscribe for the shares issued by Party A in cash, with a total subscription fund of not less than RMB 590,000.00 and no more than RMB 660,000.00. The final number of shares subscribed is calculated by dividing the actual subscription amount of Party B by the final issue price of Party A.

(4) Blackout Period

Party B undertakes that the lock-up period of the underlying shares subscribed by Party B is 36 months, which is calculated from the date of the end of this offering, and during this lock-up period, Party B shall not list or trade or transfer any underlying shares in any way.

3. Effectiveness and Termination of the Agreement

(1) Effectiveness of the Agreement

This Agreement shall be entered into upon signature and official seal by the authorized representatives of both parties and shall come into force when all of the following conditions are met:

(1) The board of directors and the general meeting of shareholders of Party A deliberated and approved the relevant proposals of the issuance;

(2) The issuance was approved by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission;

(3) the issuance has been filed, approved, licensed, authorized or consented by other competent government agencies (if applicable);

(4) There is no circumstance that affects the conditions for the issuance of securities of listed companies.

(2) Termination of Agreement

The Agreement may be terminated under one of the following circumstances:

(1) With the unanimous written consent of both Party A and Party B;

(2) If the transaction and/or the offering are restricted, prohibited, not approved/approved or filed in accordance with the regulations, rules, rules, orders or decisions made by the legislative, judicial, government regulatory authorities or the Shanghai Stock Exchange with jurisdiction, the issuer or the subscriber shall have the right to terminate this agreement by written notice;

(3) The purpose of this Agreement cannot be achieved due to force majeure;

(4) If, due to a material breach of this Agreement by either party, the non-breaching party fails to obtain a remedy for such breach within thirty (30) days from the date on which the breaching party serves written notice requesting the breaching party to take immediate remedial measures for such breach, the non-breaching party shall have the right to terminate this Agreement unilaterally by written notice.

and (3) the legal consequences of the termination of the agreement

(1) If this Agreement is terminated in accordance with the provisions of Paragraphs 1 to 3 of "(2) Termination of Agreement" above, A

Neither party shall be liable for any breach of contract;

(2) If one party violates any of the provisions of this agreement, it shall bear the liability for breach of contract and compensate the other party for all losses caused thereby.

4. Liability for breach of contract

After this Agreement comes into effect, if either party fails to perform or does not fully perform the terms of this Agreement, it shall constitute a breach of contract. The breaching party shall be responsible for compensating for all direct economic losses caused to the non-breaching party by its breach;

The compensation for the above losses shall not affect the breaching party's continued performance of this Agreement, and the non-breaching party shall have the right to require the breaching party to continue to perform this Agreement;

If this agreement cannot be actually or fully performed due to the adjustment of the A-share issuance plan by the regulatory authorities, including the China Securities Regulatory Commission and the Shanghai Stock Exchange, it shall not constitute a breach of contract by the issuer, and the parties to the agreement shall not pursue each other's liability, except for the aforesaid circumstances caused by the breach of contract by either party;

After the signing of the Agreement, the conditions precedent set forth in Items 1 to 3 of "(1) Validity of the Agreement" have not been fulfilled

If this Agreement does not come into effect, it shall not constitute a breach of contract by the Issuer and/or the Subscriber, and neither party shall be liable to the other party for breach of contract or any civil liability, except for the foregoing circumstances caused by the breach of contract by either party;

The parties shall, to the extent conditions permit, use their best efforts to facilitate internal and external deliberations, approvals or permits in connection with the issuance of A Shares. Any party that is unable to perform or partially fails to perform its obligations under this Agreement due to force majeure and no fault of its own will not be deemed to be in breach of contract, but shall take all necessary remedial measures to reduce the losses caused by force majeure if conditions permit;

This liability clause for breach of contract shall survive the rescission or termination of this Agreement.

(2) Supplemental Agreement to the Share Subscription Agreement with Conditional Effect

Party A/Issuer: Shanghai Cathay Biotechnology Co., Ltd. (hereinafter referred to as the "Listed Company" or "Issuer")

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

Signed: August 17, 2023

1. The two parties confirm that Shanghai Yaoxiu is the subscriber under the Share Subscription Agreement, and enjoys and undertakes the rights and obligations under the Share Subscription Agreement from the date of signing the Share Subscription Agreement, and is bound by the Share Subscription Agreement.

2. For matters not covered in this Supplemental Agreement, the Share Subscription Agreement shall prevail; In the event of any inconsistency between this Supplemental Agreement and the Share Subscription Agreement, this Supplemental Agreement shall prevail.

(3) Stock contribution agreement

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

Party B: Shanghai Yaoqin Biotechnology Partnership (Limited Partnership)

Party C: Shanghai Yaojian Biotechnology Co., Ltd. (as the general partner/executive partner of the partnership, hereinafter referred to as "GP Company")

Each of the above parties is individually referred to as a "Party" and collectively referred to as the "Parties" or "All Partners"

Signed: June 25, 2023

1. Capital contribution

Party A intends to directly hold 116,655,640 A shares of RMB ordinary shares of the listed company (hereinafter referred to as the following

Referred to as the "Underlying Stock") to contribute capital to Party B and subscribe to Party B's partnership share (hereinafter referred to as the "Transaction"). All partners unanimously agreed that CIB would make an in-kind contribution to the partnership with all of its underlying shares.

2. Delivery

Within 30 working days after China Merchants Group pays its subscribed capital contribution to the partnership as agreed (except for the reasons for the approval/filing/approval/registration process of foreign exchange, commercial commission and other government authorities and China Securities Depository and Clearing Corporation Limited), CIB shall transfer the underlying shares to the name of the partnership to pay in all its capital contributions to the partnership, and the completion date of the above transfer shall be the "delivery date".

3. Validity

This Agreement shall come into force on the date of signing by all parties, but the transaction as stipulated in this Agreement shall be implemented only after all the following conditions are met:

(1) The private placement has been approved by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission for registration;

(2) The transaction has obtained a compliance confirmation letter issued by the Shanghai Stock Exchange.

This Agreement shall terminate in any of the following circumstances:

(1) The parties agree to terminate this Agreement by consensus;

(2) Cooperation Agreement signed by CIB, Dr. Liu Xiucai and China Merchants Group on June 25, 2023

The proposal is rescinded or terminated.

(4) Supplemental Agreement to the Stock Contribution 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")

Party C: Shanghai Yaojian Biotechnology Co., Ltd. (hereinafter referred to as "Party C" or "Shanghai Yaojian")

Each of the above parties is individually referred to as a "Party" and collectively referred to as the "Parties" or "All Partners"

Signed: August 17, 2023

1. 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 hold Shanghai Cathay Biotechnology Co., Ltd

116,655,640 shares of the company subscribed to the partnership shares of Shanghai Yaoxiu. 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.

2. For matters not covered in this Supplemental Agreement, the Stock Contribution Agreement shall prevail; In the event of any inconsistency between this Supplemental Agreement and the Share Contribution Agreement, this Supplemental Agreement shall prevail.

3. The original of this Supplemental Agreement shall be in duplicate, one copy for each party, and the rest shall be submitted to the relevant Chinese government departments, the Shanghai Stock Exchange or other institutions for the approval and modification of this transaction. Each copy has the same legal effect.

(5) Supplemental Agreement to the Stock Contribution Agreement and Share Transfer Agreement

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

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

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

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

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

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

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", the agreement stipulates: "Party A intends to directly hold 116,655,640 RMB ordinary shares A shares of the listed company to Party B

Subscribed 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 construction, and the actual controller after its establishment is XIUCAI LIU, and this Agreement shall be signed by XIUCAI LIU (hereinafter referred to as the "Signing Arrangement") on behalf of Party B and Party C. Party B and Party C will re-sign this Agreement in their own names and take effect retrospectively to the date of signing of this Agreement, or sign a supplementary agreement on behalf of Party B and Party C after its establishment

Signing arrangements will be posthumously recognized. ”。 On August 17, 2023, CIB entered into a meeting with Shanghai Yao Xiu and its Managing Partner

Shanghai Yaojian Biotechnology Co., Ltd. signed the Supplemental Agreement to the Stock Contribution Agreement, stipulating that: "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 held by Shanghai Cathay Biotechnology Co., Ltd. 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 resulting 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 or borne by Party B.

4. Transitional arrangements

From the date of signing of the capital contribution agreement to the completion of the share transfer registration of the underlying shares, the profit and loss generated by the underlying shares are equal

It shall be enjoyed or borne by Party B, but as an exception, the cash dividend (hereinafter referred to as the "Excluded Dividend") 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.

5. Burden of relevant taxes and fees

The relevant taxes and fees incurred in the process of stock transfer shall be borne by both parties to this agreement in accordance with the provisions of laws and regulations.

6. Liability for breach of contract

If either Party A or Party B fails to perform the provisions of this Agreement and causes losses to the other party, it shall compensate the other party for the actual losses.

VII. Settlement of Disputes

7.1 This Agreement shall be governed by the laws of the People's Republic of China (for the purposes of this Agreement only, excluding the laws of Hong Kong Special Administrative Region of China, Macao Special Administrative Region of China and Taiwan Region of China).

7.2 All disputes arising out of and in connection with this Agreement shall first be settled by both parties through friendly negotiation, or if they cannot be resolved through negotiation, they shall be submitted to the China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with the arbitration rules in force at that time. The arbitral award shall be final and binding on both parties.

The arbitration shall be conducted by an arbitral tribunal consisting of three arbitrators, one appointed by each of the parties to the arbitration, and the third arbitrator appointed by the Chairman of the Arbitration Committee, who shall not be of the same nationality as the parties. Oral and written interpretations in English shall be provided upon request by either party or either arbitrator.

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.

8.3 This Agreement shall be executed in six copies, one copy shall be held by Party A and Party B, and the rest shall be used for the confirmation and transfer of registration of the Agreement

Each copy has the same legal effect.

3. Restrictions on the rights of shares of listed companies in which the acquirer and its persons acting in concert have interests

As of the date of signing the summary of this report, the acquirer has not held any shares of the listed company, and the shares of the listed company held by the parties acting in concert are not subject to other restrictions on their rights, such as pledge or judicial freezing. The acquirer has promised that the shares of the listed company obtained by the subscription of the listed company to a specific target will not be transferred within 60 months from the date of the end of the issuance.

Section 4 Exemption from making an offer

According to Article 63 of the Administrative Measures for the Acquisition of Listed Companies, "an investor may be exempted from making an offer under any of the following circumstances...... (3) With the approval of the non-affiliated shareholders of the general meeting of shareholders of the listed company, the investor obtains the new shares issued to it by the listed company, resulting in its equity interest in the company exceeding 30% of the issued shares of the company, and the investor undertakes not to transfer the new shares issued to it within 3 years, and the general meeting of shareholders of the company agrees that the investor is exempt from making an offer".

Prior to the acquisition, Shanghai Yaoxiu did not hold shares in the listed company. Upon completion of the acquisition, Shanghai Yaoxiu will hold more than 30% of Cathay's issued shares.

At the ninth meeting of the second board of directors of the listed company and the second extraordinary general meeting of shareholders in 2023, the "Proposal on Requesting the General Meeting of Shareholders to Approve Shanghai Yaoqin Biotechnology Partnership (Limited Partnership) (to be Established) is exempted from increasing its shareholding in the company by way of tender offer". At the same time, the acquirer undertakes not to transfer the shares of the company it subscribed for in this offering for a period of 60 months from the date of the closing of this offering.

The acquirer has engaged AllBright Law Offices to issue a legal opinion on the exemption from the offer, and the legal opinion has issued a conclusive opinion on the exemption from the offer.

Section 5: Other major matters

1. The acquirer does not have the circumstances specified in Article 6 of the Administrative Measures for Takeovers, and can provide relevant documents in accordance with Article 50 of the Administrative Measures for Acquisitions.

2. As of the date of signing the summary of this report, the acquirer has truthfully disclosed the relevant information of the acquisition in accordance with the relevant regulations, and there is no other material information that the acquirer should disclose but has not disclosed in accordance with the law and relevant regulations.

3. The acquirer undertakes that there are no false records, misleading statements or material omissions in the summary of this report, and assumes individual and joint legal liability for its authenticity, accuracy and completeness.

Acquirer's Statement

I and the organization I represent undertake that there are no false records, misleading statements or material omissions in the summary of this report, and assume individual and joint legal responsibility for its authenticity, accuracy and completeness.

Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership)

Signature of the Managing Partner: _______________________

XIUCAI LIU

YYYYYYYYYYYYYYYYY

Statement of persons acting in concert

I and the organization I represent undertake that there are no false records, misleading statements or material omissions in the summary of this report, and assume individual and joint legal responsibility for its authenticity, accuracy and completeness.

Cathay Industrial Biotech Ltd.

Authorized Representative (Signed): _______________________

XIUCAI LIU

YYYYYYYYYYYYYYYYY

Statement of persons acting in concert

I and the organization I represent undertake that there are no false records, misleading statements or material omissions in the summary of this report, and assume individual and joint legal responsibility for its authenticity, accuracy and completeness.

Jining Boju Enterprise Management Consulting Partnership (Limited Partnership) (seal)

Signature of the Managing Partner: _______________________

XIUCAI LIU

YYYYYYYYYYYYYYYYY

Statement of persons acting in concert

I and the organization I represent undertake that there are no false records, misleading statements or material omissions in the summary of this report, and assume individual and joint legal responsibility for its authenticity, accuracy and completeness.

Jining Zhongxian Enterprise Management Consulting Partnership (Limited Partnership) (seal)

Signature of the Managing Partner: _______________________

XIUCAI LIU

YYYYYYYYYYYYYYYYY

Statement of persons acting in concert

I and the organization I represent undertake that there are no false records, misleading statements or material omissions in the summary of this report, and assume individual and joint legal responsibility for its authenticity, accuracy and completeness.

Jining Shu'an Enterprise Management Consulting Partnership (Limited Partnership) (seal)

Signature of the Managing Partner: _______________________

XIUCAI LIU

YYYYYYYYYYYYYYYYY

(There is no text on this page, it is the signed and stamped page of the "Summary of the Acquisition Report of Shanghai Cathay Biotechnology Co., Ltd.")

Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership)

Signature of the Managing Partner: _______________________

XIUCAI LIU

YYYYYYYYYYYYYYYYY

(There is no text on this page, it is the signed and stamped page of the "Summary of the Acquisition Report of Shanghai Cathay Biotechnology Co., Ltd.")

Cathay Industrial Biotech Ltd.

Authorized Representative (Signed): _______________________

XIUCAI LIU

YYYYYYYYYYYYYYYYY

(There is no text on this page, it is the signed and stamped page of the "Summary of the Acquisition Report of Shanghai Cathay Biotechnology Co., Ltd.")

Jining Boju Enterprise Management Consulting Partnership (Limited Partnership) (seal)

Signature of the Managing Partner: _______________________

XIUCAI LIU

YYYYYYYYYYYYYYYYY

(There is no text on this page, it is the signed and stamped page of the "Summary of the Acquisition Report of Shanghai Cathay Biotechnology Co., Ltd.")

Jining Zhongxian Enterprise Management Consulting Partnership (Limited Partnership) (seal)

Signature of the Managing Partner: _______________________

XIUCAI LIU

YYYYYYYYYYYYYYYYY

(There is no text on this page, it is the signed and stamped page of the "Summary of the Acquisition Report of Shanghai Cathay Biotechnology Co., Ltd.")

Jining Shu'an Enterprise Management Consulting Partnership (Limited Partnership) (seal)

Signature of the Managing Partner: _______________________

XIUCAI LIU

YYYYYYYYYYYYYYYYY