Stock code: 688065 Stock abbreviation: Cathay Biotech Announcement No.: 2025-012

Shanghai Cathay Biotechnology Co., Ltd

Regarding the completion of the issuance of A shares to specific targets and the transfer of equity and subscription of new shares by Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership) through an agreement

An indicative announcement of the completion of the shares

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major 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:

Shanghai Cathay Biotechnology Co., Ltd. (hereinafter referred to as the "Company", "Cathay" or the "Issuer") has completed the issuance of 137,911,755 A ordinary shares to Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership) (hereinafter referred to as "Shanghai Yaoxiu"), with a par value of RMB1.00 per share at an issue price of RMB42.97 per share, with a subscription amount of RMB5,926,068,112.35. The company has completed the registration, custody and sale restriction procedures involved in the company's issuance with China Securities Clearing Co., Ltd. Shanghai Branch. Shanghai Yaoxiu's transfer of equity and subscription of newly issued shares through the agreement have been completed.

The change in equity is caused by the company's issuance of A shares to specific targets, which is exempt from offer

Increase in shareholding of listed companies.

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

Changed from CIB to Shanghai Yaoxiu; BOTH CIB AND SHANGHAI YAOXIU ARE UNDER THE CONTROL OF THE XIUCAI LIU FAMILY DUE TO

THEREFORE, AFTER THE COMPLETION OF THIS TRANSACTION, THE ACTUAL CONTROLLER OF THE COMPANY IS STILL THE XIUCAI LIU (LIU XIUCAI) FAMILY, AND THE ISSUANCE WILL NOT LEAD TO A CHANGE IN THE CONTROL OF THE COMPANY.

First, the basic situation of the issuance

The matters related to the company's issuance have been the ninth meeting of the second board of directors of the company and the second time in 2023

It was deliberated and approved by the General Meeting of Shareholders, the 12th Meeting of the 2nd Board of Directors, the 20th Meeting of the 2nd Board of Directors, the 2023 Annual General Meeting of Shareholders and the 21st Meeting of the Second Board of Directors.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Valid for 12 months.

On March 31, 2025, the Company completed the issuance of 137,911,755 A-share ordinary shares to Shanghai Yaoxiu, each

The par value of the shares is RMB 1.00 per share, the issue price is RMB 42.97 per share, and the subscription amount is

RMB 5,926,068,112.35, the company has completed the registration, custody and sale restriction procedures involved in the company's issuance with China Securities Clearing Co., Ltd. Shanghai Branch.

2. The basic situation of this change in rights and interests

(1) Basic information on the target of the issuance

Name Content

Company Name: Shanghai Yaoxiu Biotechnology Partnership (Limited Partnership)

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

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

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

Unified Social Credit Generation 91310000MACUM2RA5P

yard

Type of business: Foreign-invested limited partnership

Partnership term 2023-08-15 to indefinite term

General projects: technical services, technology development, technical consultation, technology exchange, technology transfer, technology

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

Main business activities)

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

Contact number 021-50800044

(2) The time and method of changes in rights and interests

On March 31, 2025, the Company completed the issuance of 137,911,755 A-share ordinary shares to Shanghai Yaoxiu, each

The par value of the shares is RMB 1.00 per share, the issue price is RMB 42.97 per share, and the subscription amount is

RMB 5,926,068,112.35, the company has completed the registration, custody and sale restriction procedures involved in the company's issuance with China Securities Clearing Co., Ltd. Shanghai Branch.

3. The number and proportion of changes in equity

Before and after the change in equity caused by this issuance, the shares of the company held by CIB, Shanghai Yaoxiu and their persons acting in concert are as follows:

Before the change in equity After the change in equity

Name of Shareholder Shareholding Percentage Shareholding Ratio

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

CIB 165,199,321 28.32 48,543,681 6.73

Shanghai Yaoxiu 0 0 254,567,395 35.29

Jining Boju enterprise management

Consulting Partnership (Limited 6,881,308 1.18 6,881,308 0.95

Partnership)

Jining Zhongxian Enterprise Management

Consulting Partnership (Limited 6,802,865 1.17 6,802,865 0.94

Partnership)

Jining Shu'an Enterprise Management

Consulting Partnership (Limited 893,333 0.15 893,333 0.12

Partnership)

Total 179,776,827 30.82 317,688,582 44.04

The Offering will not result in a change of effective control of the Company. Before and after this transaction, the controlling shareholder of the company was changed from CIB to Shanghai Yaoxiu; BOTH CIB AND SHANGHAI YAOXIU ARE CONTROLLED BY THE XIUCAI LIU FAMILY, SO THE ACTUAL CONTROLLER OF THE COMPANY AFTER THE COMPLETION OF THIS TRANSACTION IS STILL THE XIUCAI LIU FAMILY, AND THE ISSUANCE WILL NOT RESULT IN A CHANGE IN THE CONTROL OF THE COMPANY.

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

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

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

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

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

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

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

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

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

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

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

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

IN SUMMARY, BEFORE THE ISSUANCE, THE ACTUAL CONTROLLER XIUCAI LIU (LIU XIUCAI) FAMILY AND THE ENTERPRISES CONTROLLED BY IT CONTROLLED A TOTAL OF 30.82% OF THE ISSUER'S SHARES; Based on the number of 137,911,755 shares issued, after the issuance, the shareholding ratio of the controlling shareholder Shanghai Yao Xiu will become 35.29%, and the total control of the issuer's shares by the actual controller XIUCAI LIU (Liu Xiucai) family and the enterprises controlled by it will increase to 44.04%.

3. Other notes

1. The change in equity is caused by the company's issuance of A shares to specific objects, which is exempt from increasing the shares of listed companies by way of offer, and the company's controlling shareholder has been changed from CIB to Shanghai Yaoxiu, and the actual controller has not changed, and it is still the family of XIUCAI LIU (Liu Xiucai).

2. The subscription objects of this equity change participate in the subscription of funds from their own funds or self-raised funds.

3. The change in equity is in line with the provisions of relevant laws and regulations such as the Administrative Measures for the Acquisition of Listed Companies and the Articles of Association and other normative documents, and there is no violation of the commitments that are still being fulfilled due to the change in equity.

The announcement is hereby made.

Shanghai Cathay Biotechnology Co., Ltd

Board of Directors

April 3, 2025