Securities code: 688278 Securities abbreviation: Tebao Biotechnology Announcement No.: 2025-004

Xiamen Tebao Bioengineering Co., Ltd

In connection with the acquisition of Skyline Therapeutics Limited by a wholly owned subsidiary

Announcements of some assets

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

Important Content Notes:

Xiamen Bursay Gene Transcription Technology Co., Ltd. (hereinafter referred to as "Bursay Gene" or the "Buyer"), a wholly-owned subsidiary of Xiamen Tebao Bioengineering Co., Ltd. (hereinafter referred to as the "Company"), intends to acquire part of the assets of Skyline Therapeutics Limited (hereinafter referred to as "Skyline Cayman" or the "Target Company") with its own funds, and the scope of this acquisition includes the assets of Skyline Cayman and its subsidiaries (excluding its subsidiaries). Skyline Therapeutics (US) Inc. and any assets or rights it has acquired). After the completion of this transaction, the target company will become a wholly-owned subsidiary of Bursay Gene and be included in the company's consolidated financial statements.

The consideration for the transaction consists of a merger consideration and an additional merger consideration, of which the merger consideration is US$15 million

Yuan; The additional merger consideration consists of development and sales milestones up to $43 million, sublicense royalties and royalties on sales as a single-digit percentage of annual net sales, subject to the satisfaction of the conditions of the agreement.

This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the Administrative Measures for Material Asset Restructuring of Listed Companies. The transaction has been deliberated and approved by the fifth meeting of the ninth board of directors of the company, and does not need to be submitted to the general meeting of shareholders of the company for deliberation.

Relevant Risk Warning:

1. Transaction approval risk. According to the relevant laws, regulations and normative documents of China's overseas investment, the transaction can only be implemented after obtaining the approval or filing of relevant government agencies, and the transaction still needs to be reviewed and approved by the shareholders' meeting of the target company, and there is uncertainty about whether the transaction can be successfully implemented.

2. Exchange rate fluctuation risk. The acquisition will be fully considered in U.S. dollars, and changes in the exchange rate between RMB and U.S. dollars will bring exchange rate risk to the acquisition.

3. Goodwill impairment risk. After the completion of this transaction, the target company will be included in the scope of the company's consolidated statements

A certain amount of goodwill will be formed, and according to the provisions of the Accounting Standards for Business Enterprises, goodwill needs to be tested for impairment every year. Since the target company is still in a loss-making state, and the maintenance of R&D requires high investment costs, and may be affected by the international situation, market changes and industry policy changes in the future, there is uncertainty in the future operating conditions of the target company, and if it does not meet expectations, the company may have a goodwill impairment risk.

4. Acquisition and integration risks. After the completion of this transaction, the target company will become an indirect wholly-owned subsidiary of the company, and there are certain differences between the company and the target company in terms of corporate culture and management system, and there is still some uncertainty about whether it can quickly integrate and play a synergistic effect. The company will take active measures to formulate management strategies according to local conditions in internal control construction, financial management, human resources, technology research and development, etc., to ensure that the target company can continue to maintain stable development.

5. Risk of loss of core personnel. The core personnel of the target company have rich industry experience and excellent scientific research and innovation capabilities, and are important assets for the target company to maintain its technological advantages and market competitiveness. In the follow-up operation and management process, if the competition in the industry intensifies, there may be a risk of talent loss. At the same time, in order to ensure the stability of core technical personnel, the company will fully respect and support the arrangements of the target company in terms of talent selection and incentive mechanism.

6. Other risks. On the effective date of the merger, all the shares held by the shareholders of the target company will be cancelled and converted into the right to obtain the relevant merger consideration, but the shareholders of the target company who oppose the merger and exercise the right of objection in accordance with the law have the right and only have the right to require the target company to pay the merger consideration for the shares of the target company held by them at fair price. Under the Cayman Companies Law, dissenting shareholders who oppose the merger have the right to request the Cayman Islands court to determine the fair value of the shares held by them and to require the target company to comply. If the dissenting shareholder requires the target company to pay the fair price of the shares held by the target company in accordance with the law, and the final fair price per share determined by the Cayman court exceeds the price per share agreed in the agreement, the buyer shall be entitled to deduct the difference from the anniversary payment payable by the buyer, and if the above amount is insufficient, the buyer shall be entitled to deduct accordingly from the additional consideration for consolidation payable by the buyer.

1. Transaction Overview

(1) The basic situation of the transaction

In order to strengthen the company's sustainable development capabilities in the field of biotechnology, based on the overall strategic planning and business layout,

On February 21, 2025, the Company's wholly-owned subsidiary, Bursay Gene, entered into a partnership with the target company and its shareholder representative, Skyline

Therapeutics (US) Inc. has signed an agreement for Bursay Gene to acquire certain assets of Nine Days Cayman. Bossay Gene will acquire part of the assets of the target company with its own funds, and the scope of this acquisition includes Jiutian Cayman and its subsidiaries

The assets of Skyline Therapeutics (US) Inc., a wholly owned subsidiary of Skyline Cayman, and any assets or rights acquired therein. The consideration for the transaction consists of a combined consideration of $15 million, as well as additional combined consideration consisting of development and sales milestones of up to $43 million, sub-licensing royalties and sales royalties calculated as a single-digit percentage of annual net sales, subject to the satisfaction of the conditions of the agreement.

The acquisition will be implemented by way of a corporate merger, i.e., Bursaygene will establish a wholly-owned subsidiary in the Cayman Islands (the "Consolidated Subsidiary"), and the Combined Subsidiary and the Target Company will be merged in accordance with the Companies Law of the Cayman Islands after all closing conditions have been satisfied. On the effective date of the merger, the consolidated subsidiary will be merged with the target company, which will no longer exist after the merger, and the target company will become a wholly-owned subsidiary of Bursay Gene as the surviving company after the merger, which will be included in the company's consolidated financial statements.

This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the Administrative Measures for Material Asset Restructuring of Listed Companies.

(2) Deliberation of the transaction

On February 21, 2025, the fifth meeting of the ninth board of directors of the company unanimously deliberated and approved the "About Wholly-Owned

Proposal for a subsidiary to acquire certain assets of Skyline Therapeutics Limited. According to the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Articles of Association of the Company, this transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders of the company for deliberation. At the same time, the board of directors also authorized the management of BSI Gene to handle all matters related to this transaction, such as the signing of agreements and registration, to the extent permitted by laws, regulations and normative documents.

(3) The procedures to be performed in the implementation of this transaction

According to the relevant laws, regulations and normative documents of China's overseas investment, the transaction can only be implemented after obtaining the approval or filing of relevant government agencies, and the transaction still needs to be deliberated by the shareholders' meeting of the target company and approved by at least two-thirds of the voting rights holders present at the shareholders' meeting, and there is uncertainty about whether the transaction can be successfully implemented. As of the disclosure date of this announcement, the above work is in preparation.

Second, the basic information of the counterparty

The counterparty to this transaction is the target company and the shareholder representative Skyline Therapeutics (US) Inc (. Phase has been obtained

The agreement shall be signed with the authorization of the shareholders).

(1) Basic information of the target company

Company name Skyline Therapeutics Limited

CEO Amber Cai Nature of Company Exempted limited company in the Cayman Islands

Date of Establishment November 13, 2018 Authorized capital of $3000

Main business: gene therapy and related business development

Registered address is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman

Islands

As of the date of disclosure of this announcement, the registered capital of the target company has been paid in and has not been withdrawn, and has not been subject to any administrative penalties.

(2) Basic information of shareholder representatives

Company name: Skyline Therapeutics (US) Company nature: Limited liability company

Inc.

CEO Amber Cai authorizes capital of $1

Date of Establishment: December 6, 2018 Main Business: Gene therapy and related business development

Registered address is 251 Little Falls Drive, Wilmington, Delaware 19808

As of the disclosure date of this announcement, none of the above-mentioned counterparties has been listed as a dishonest person subject to execution, and there is no other relationship between the company, Bursayi Gene and the above-mentioned counterparty in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

After the transaction is approved by the shareholders' meeting of the target company, the shareholder representative will collect and distribute the merger consideration under the transaction to the shareholders and exercise other agreed rights according to the authorization to represent the shareholders of the target company. As of the date of signing the agreement, the board of directors of the target company has passed a resolution to convene a general meeting of shareholders and submit it to shareholders for voting.

Third, the basic situation of the transaction target

(1) Transaction type

This transaction is a "purchase or sale of assets" as stipulated in the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange.

(2) The shareholding structure of the target company

As of the disclosure date of this announcement, the shareholding structure of the target company is as follows:

Serial No. Name of Shareholder Shareholding Ratio

1 ERVC Healthcare 16.38%

2 F-Prime Capital Partners Life Sciences 16.38%

3 LAV Biosciences 16.38%

4 Hillhouse Capital 14.08%

5 ARCH Venture Fund 6.43%

6 Hong Shan Capital 10.23%

7 BioMarin Pharmaceutical Inc. 2.21%

8 The target company's team, other shareholders, and 17.91%

equity incentive pool

Total 100.00%

The transaction does not involve other shareholders with preferential rights of transfer.

(3) The main financial data of the target company in the last two years

Unit: USD

Financial Metrics December 31, 2024 December 31, 2023

Total assets 21,261,202.71 38,859,020.37

Total liabilities 5,374,657.35 9,904,262.78

Net assets 15,886,545.36 28,954,757.59

Operating income 52,509.21 6,783.28

Net profit -23,176,163.55 -31,860,746.01

Net profit after deducting non-recurring gains and losses -23,176,163.55 -31,860,746.01

Note: The data in the above table is unaudited and contains financial data related to Skyline Therapeutics (US) Inc.

(4) The main business of the target company and the scope of the acquisition

The target company is a global, clinical-stage gene therapy company driven by innovation in the development and manufacturing of breakthrough gene therapies to address the unmet medical needs of patients in rare and serious diseases. The scope of the acquisition of this transaction mainly includes:

1. Adeno-associated virus (AAV) gene therapy technology platform and pipeline products. The target company has cutting-edge core technologies and deep R&D experience in the development of innovative gene therapy, and has independently established a cutting-edge AAV gene therapy platform, covering core technologies such as AAV capsid discovery, vector design and construction, etc., relying on this platform, a number of projects are currently in the R&D stage, including a new generation of SMN gene replacement therapy for the treatment of spinal muscular atrophy (SMA) gene therapy project (in the clinical research stage, clinical approval number 2023LP02471), It has a pipeline of products covering neurological, metabolic, ophthalmology, cardiovascular and other diseases, such as superior liver-targeted gene therapy for Wilson's disease, breakthrough ophthalmic gene therapy for hereditary retinopathy, and leading gene therapy for hereditary cardiomyopathy.

2. Fixed assets and employees. Fixed assets owned by the target company as of the date of the agreement, and all employees employed as of the closing date. Both parties confirm that the core technical team will continue to retain the target company after this transaction.

Provide services for the continuous promotion of pipeline projects, R&D activities and further improvement of the core technology platform.

(5) Other explanations

The target company has R&D and production bases in Shanghai, Hangzhou and Boston, China, and the target company has 5 subsidiaries before this transaction, as follows:

Note: Lanyue Biomedical Technology (Hangzhou) Co., Ltd. is a company controlled by Jiutian Biopharmaceutical (Hangzhou) Co., Ltd. through an agreement.

Under the agreement, the target company will complete the closing of the transaction with Skyline Therapeutics (US) Inc.

and the divestiture of assets or rights that have been obtained, and the target company will become a wholly-owned subsidiary of Bursay Gene after this transaction.

As of the disclosure date of this announcement, the property rights of the target company of this transaction are clear, there is no mortgage, pledge and any other restrictions on transfer, no litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.

Fourth, the pricing of the subject of the transaction

The total amount of the transaction shall be determined by the parties on the basis of mutual benefit and based on the assets, capital status and R&D progress of the target company before the signing date, and shall not be adjusted due to changes in the operation of the target company before the closing. The transaction follows the principles of fairness, voluntariness and reasonableness, complies with the provisions of relevant laws and regulations, and does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders.

5. The main content of the agreement

(1) The subject of the agreement and the subject of the transaction

Buyer: Xiamen Bosai Gene Transcription Technology Co., Ltd

Shareholder Representative: Skyline Therapeutics (US) Inc.

Target company: Skyline Therapeutics Limited

(2) Merger consideration and payment

The consideration for this transaction consists of two parts: the merger consideration and the additional merger consideration:

1. Non-refundable and non-deductible cash for the merger consideration of US$15 million, to be paid on the closing date of US$8 million; on the first anniversary after the closing date, $7,000,000 is paid;

2. The additional merger consideration is the development and sales milestone payment of up to $43 million paid by the buyer when the relevant progress of research and development agreed in the agreement is reached, as well as a sublicense commission and a sales commission calculated as a single-digit percentage of annual net sales. The merger consideration and the additional merger consideration for the transaction shall be paid by wire transfer to the bank account designated by the shareholder representative.

(3) Obligations of the Parties

1. Pre-delivery obligations

RMB Operating Fee: Within one working day after the date of signing the agreement, the buyer (or its designated affiliate) shall pay to the PRC subsidiary of the target company designated by the shareholder representative an amount equivalent to US$3.5 million (the exchange rate conversion is subject to the mid-exchange rate published by the People's Bank of China on the day before payment) as a earnest money for this transaction, which can be used for the normal operation of the target company's domestic subsidiary in China, but shall not be diverted for other purposes. After the completion of this transaction, the remaining amount of the RMB operating expenses will be retained in the account of the target company's domestic subsidiary, and the buyer will decide the use of the funds at its discretion. If the delivery is not completed within six months after the date of signing the agreement or other deadlines jointly agreed by the parties to the agreement, and the agreement is terminated due to the intentional misconduct of the shareholders or the target company or the failure of the target company to pass the resolution of the shareholders' meeting of the merger, the target company shall return all RMB operating expenses; If the closing is not completed by the final date, and the termination of this agreement is not due to the willful misconduct of the shareholders or its affiliates, the target company or its affiliates shall be entitled to retain the full amount of the RMB operating expenses.

Business development: From the date of signing to the closing date, the target company undertakes that its business development will comply with all applicable laws in all material respects, and that it shall continue to conduct normal and reasonable business in accordance with the same business scope, mode and manner as the target company prior to the date of signing. Unless agreed by the buyer, no expenses, dividends or external investments beyond a reasonable range shall be made.

2. Post-Closing Obligations

After the signing date, but no later than the closing date, the parties shall negotiate and execute the Transition Services Agreement as soon as practicable, and the buyer shall undertake to provide sufficient resources to support the Target Company's divestment of Skyline Therapeutics (US) Inc. and its acquired assets or rights.

(4) Preconditions for Delivery

As at the Closing Date, there are no laws, judgments, awards, rulings or injunctions of courts, arbitral institutions or relevant governmental authorities that restrict, prohibit or cancel the merger agreed hereunder, nor are there any pending or potential litigation, arbitration, judgments, awards, rulings or injunctions that have or will have a material adverse effect on the merger agreed hereunder; the proposed transaction under the Agreement has obtained all applicable government approvals (including, but not limited to, approval of the concentration of undertakings, if applicable); The parties to the agreement shall comply with the provisions of the agreement and fulfill the relevant commitments and obligations in material respects (including but not limited to the resolution of the shareholders' meeting of the nine-day Cayman shall pass the merger).

(5) Entry into force

The Agreement shall enter into force upon the signature of the authorized representatives of the parties.

(6) Liability for breach of contract

During the period of validity of the compensation agreed in the agreement, if the representations and warranties made by the parties to the agreement under the agreement are untrue, incomplete or misleading in material respects, or seriously violate any of their obligations, undertakings or provisions under the agreement, causing the other party to directly or indirectly suffer any losses, they shall be liable for compensation in accordance with the agreement.

(7) Fees and taxes

The shareholders of the target company shall pay the income tax and other taxes related to this transaction in accordance with the provisions of the Chinese tax law, and provide the buyer with the tax payment certificate, if the shareholder fails to provide the tax payment certificate in accordance with the law and the buyer has the obligation to withhold and pay according to law, the buyer has the right to withhold and pay. Unless otherwise agreed in the Agreement, each party shall bear its own costs in connection with the preparation, negotiation and execution of the Agreement and any other documents hereunder.

(8) Dispute resolution

This Agreement is governed by the laws of the People's Republic of China. In the event of a dispute arising during the performance of the agreement, the parties shall resolve it through friendly negotiation. If it cannot be resolved through negotiation, it shall be submitted to the Shanghai International Economic and Trade Arbitration Commission/Shanghai International Arbitration Center for arbitration in Shanghai in Chinese in accordance with the arbitration rules in force at that time. The arbitral award shall be final and binding on all parties.

6. Other arrangements related to the acquisition

According to the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and other laws and regulations, the counterparty of this transaction has no related relationship with the company and the company's directors, supervisors and senior management.

Occupation of non-operating funds, etc.

7. The impact of this transaction on the company

The company focuses on the field of immunology and metabolism, and has been extending the growth boundary while deeply cultivating its main business for many years. The target company is an innovative enterprise focusing on cutting-edge gene therapy technology, and its self-created AAV platform can be used for novel AAV capsid development and vector design and construction, and the development of new therapies for multiple disease areas. This transaction is in line with the Company's overall strategic plan, enriches the Company's technology platform and R&D pipeline, and further enhances the Company's ability to continue to innovate and develop in the field of biotechnology.

The source of funds for this transaction is Bursay's own funds, which will not affect the normal development of the company's existing main business, will not have a significant impact on the company's financial condition and operating results, and does not harm the interests of the company and its shareholders, especially small and medium-sized shareholders. After the completion of this transaction, the target company will be included in the company's consolidated financial statements, which will have a certain impact on the company's existing asset and liability structure, revenue scale, profitability and various financial indicators.

8. Risk Warning

(1) Transaction approval risk. According to the relevant laws, regulations and normative documents of China's overseas investment, the transaction can only be implemented after obtaining the approval or filing of relevant government agencies, and the transaction still needs to be reviewed and approved by the shareholders' meeting of the target company, and there is uncertainty about whether the transaction can be successfully implemented.

(2) Exchange rate fluctuation risk. The acquisition will be fully considered in U.S. dollars, and changes in the exchange rate between RMB and U.S. dollars will bring exchange rate risk to the acquisition.

(3) Goodwill impairment risk. After the completion of this transaction, the target company will be included in the scope of the company's consolidated financial statements, and it is expected to form a certain amount of goodwill, which needs to be tested for impairment every year according to the provisions of the Accounting Standards for Business Enterprises. Since the target company is still in a loss-making state, and the maintenance of R&D requires high investment costs, and may be affected by the international situation, market changes and industry policy changes in the future, there is uncertainty in the future operating conditions of the target company, and if it does not meet expectations, the company may have a goodwill impairment risk.

(4) Acquisition and integration risks. After the completion of this transaction, the target company will become an indirect wholly-owned subsidiary of the company, and there are certain differences between the company and the target company in terms of corporate culture and management system, and there is still some uncertainty about whether it can quickly integrate and play a synergistic effect. The company will take active measures in the construction of internal control,

Financial management, human resources, technology research and development and other aspects of the development of management strategies according to local conditions, to ensure that the target company can continue to maintain stable development.

(5) The risk of loss of core personnel. The core personnel of the target company have rich industry experience and excellent scientific research and innovation capabilities, and are important assets for the target company to maintain its technological advantages and market competitiveness. In the follow-up operation and management process, if the competition in the industry intensifies, there may be a risk of talent loss. At the same time, in order to ensure the stability of core technical personnel, the company will fully respect and support the arrangements of the target company in terms of talent selection and incentive mechanism.

(6) Other risks. On the effective date of the merger, all the shares held by the shareholders of the target company will be cancelled and converted into the right to obtain the relevant merger consideration, but the shareholders of the target company who oppose the merger and exercise the right of objection in accordance with the law have the right and only have the right to require the target company to pay the merger consideration for the shares of the target company held by them at fair price. Under the Cayman Companies Law, dissenting shareholders who oppose the merger have the right to request the Cayman Islands court to determine the fair value of the shares held by them and to require the target company to comply. If the dissenting shareholder requires the target company to pay the fair price of the shares held by the target company in accordance with the law, and the final fair price per share determined by the Cayman court exceeds the price per share agreed in the agreement, the buyer shall be entitled to deduct the difference from the anniversary payment payable by the buyer, and if the above amount is insufficient, the buyer shall be entitled to deduct accordingly from the additional consideration for consolidation payable by the buyer.

The transaction is affected by multiple factors such as industry policies, changes in the market environment and follow-up management, and the company will pay full attention to the changes in the macro environment, industry and market, constantly adapt to new development requirements, and take active measures to reduce related risks.

The company will actively promote the smooth progress of this transaction, and will disclose the progress of this transaction in strict accordance with the requirements of relevant laws and regulations, normative documents and the Articles of Association. Please pay attention to the investment risks.

The announcement is hereby made.

Xiamen Tebao Bioengineering Co., Ltd

board of directors