Stock code: 688266 Stock abbreviation: Zelgen Pharmaceutical Announcement No.: 2025-014

Suzhou Zelgen Biopharmaceutical Co., Ltd

In relation to the request to the general meeting of shareholders to authorize the board of directors to follow the simplified procedure

Announcement of the issuance of shares to a specific target

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.

Suzhou Zelgen Biopharmaceutical Co., Ltd. (hereinafter referred to as the "Company") on April 18, 2025

The eighteenth meeting of the second session of the board of directors was held, and the "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Issue Shares to Specific Targets with Simplified Procedures" was deliberated and approved.

In accordance with the Administrative Measures for the Registration of Securities Issuance of Listed Companies, the Rules for the Examination and Approval of Securities Issuance and Listing of Listed Companies on the Shanghai Stock Exchange, and the Implementation Rules for the Securities Issuance and Underwriting Business of Listed Companies on the Shanghai Stock Exchange, the Board of Directors of the Company submits to the General Meeting of Shareholders that the Board of Directors authorizes the Board of Directors to issue shares to specific targets in a simplified manner, with the total amount of financing not exceeding RMB 300 million and not exceeding 20% of the net assets at the end of the most recent year, and the authorization period is from the date of approval of the 2024 Annual General Meeting of Shareholders to 2025 The date of the Annual General Meeting of Shareholders shall be held. The above proposals still need to be submitted to the company's 2024 annual general meeting of shareholders for consideration and approval. The relevant matters are hereby announced as follows:

1. The specific content of this authorization:

(1) Confirm whether the company meets the conditions for issuing shares to specific targets through simplified procedures

The general meeting of shareholders is requested to authorize the board of directors to conduct self-examination and demonstration on the actual situation of the company and related matters 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, the Administrative Measures for the Registration of Securities Issuance of Listed Companies and other laws, regulations and normative documents, as well as the articles of association of the company, to confirm whether the company meets the conditions for issuing shares to specific targets through simplified procedures.

(2) The type, par value and number of shares to be issued

The types of shares to be issued are domestically listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share. The total amount of funds raised by the issuance of shares shall not exceed RMB 300 million and shall not exceed 20% of the company's net assets at the end of the most recent year, and the number of shares issued shall be determined by dividing the total amount of funds raised by the issue price, and shall not exceed 30% of the total share capital of the company before the issuance.

(3) Pricing reference date, issue price and pricing principles

The pricing benchmark date for the issuance of shares is the first day of the issuance period. The offering price is not lower than the pricing base date

80% of the average trading price of the stock for the previous 20 trading days (calculated as the stock on the 20 trading days prior to the pricing base date

The average trading price of the ticket = the total stock trading volume in the 20 trading days before the pricing base date / the total stock trading volume in the 20 trading days before the pricing base date).

If the company's shares are adjusted due to ex-rights and ex-dividends such as dividends, share gifts, allotments, and conversion of capital reserve to share capital within the 20 trading days, the trading price on the trading day before the adjustment shall be calculated according to the price adjusted by the corresponding ex-rights and ex-dividends. From the pricing basis date to the issuance date, if the company pays dividends, gives bonus shares or converts provident fund into share capital and other ex-dividends and ex-rights, the issue floor price of this offering will be adjusted accordingly.

After obtaining the registration documents from the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"), the final issue price shall be determined by the board of directors and the sponsor (lead underwriter) in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities.

(4) The method and time of issuance

The issuance of shares will be issued to specific targets in a simplified manner, and the relevant procedures for the issuance will be initiated by the board of directors at an appropriate time within the validity period after the authorization of the general meeting of shareholders.

(5) Arrangements for the issuance of the object of issuance and the placement to the original shareholders

The target of this issuance is no more than 35 specific targets such as legal persons, natural persons or other legal investment organizations that meet the requirements of the regulatory authorities. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors shall be deemed to be one issuance target if they subscribe for two or more products under their management. If the trust company is the object of issuance, it can only subscribe with its own funds. The final issuance object will be determined by the board of directors of the company according to the authorization of the general meeting of shareholders and the sponsor (lead underwriter) according to the subscription quotation, if the national laws, regulations and normative documents have new provisions on the issuance object, the company will be adjusted according to the new provisions. All the issuers of the shares are subscribed in cash.

(6) The use of raised funds

The company intends to use the raised funds for the company's main business-related projects and supplementary liquidity, and the proportion used to supplement liquidity shall comply with the relevant regulations of the regulatory authorities. At the same time, the use of raised funds shall comply with the following provisions:

1. It should invest in business in the field of scientific and technological innovation;

2. Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management;

3. The use of the raised funds shall not be for holding financial investments, and shall not be directly or indirectly invested in companies whose main business is to buy and sell securities;

4. After the implementation of the fund-raising project, there will be no new intra-industry competition with major shareholders and other enterprises controlled by them that constitute a significant adverse impact, obviously unfair related party transactions, or seriously affect the independence of the company's production and operation.

(7) Restricted period

The shares issued to specific targets through simplified procedures shall not be transferred within six months from the date of the end of the issuance (i.e., from the date on which the shares issued this time are registered to their names); If the issuance object falls under the circumstances specified in the second paragraph of Article 57 of the Administrative Measures for the Registration of Securities Issuance of Listed Companies, the shares subscribed for shall not be transferred within 18 months from the date of the end of the issuance (i.e., from the date when the shares issued are registered to the name). The shares obtained by the issuer from the shares issued by the listed company to a specific target due to the distribution of stock dividends, capital reserve conversion and other forms of the listed company shall also be subject to the above-mentioned share lock-up arrangement. After the expiration of the restriction period, it shall be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

(8) The place where the stock is listed

The shares will be listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange.

(9) Authorize the board of directors to handle specific matters concerning the issuance of shares to specific targets through simplified procedures

The board of directors is authorized to handle all matters related to this offering within the scope of compliance with this proposal and the Administrative Measures for the Registration of Securities Issuance of Listed Companies and other laws, regulations and normative documents, including but not limited to:

1. In accordance with the relevant laws and regulations, normative documents or the provisions or requirements of the securities regulatory authorities, combined with the actual situation of the company, formulate, adjust and implement the issuance plan, including but not limited to the implementation time, issuance quantity, issuance price, issuance object, specific subscription method, subscription ratio, scale of raised funds and other matters related to the issuance plan;

2. Handle matters related to the construction of investment projects and the use of raised funds through the issuance of raised funds, and adjust the investment projects and their specific arrangements in accordance with relevant laws and regulations, normative documents and resolutions made by the general meeting of shareholders, combined with the actual situation of the securities market and the investment projects of raised funds, the actual progress, and the actual amount of funds raised;

3. Handle the issuance declaration, including but not limited to making, modifying, signing, submitting, supplementing, executing and announcing the materials related to the issuance according to the requirements of the regulatory authorities, replying to the feedback of the relevant regulatory authorities, and handling the information disclosure related to the issuance in accordance with the regulatory requirements;

4. Sign, amend, supplement, submit, submit and execute all agreements related to the issuance, including but not limited to share subscription agreements, major contracts and important documents related to the raised funds;

5. Set up a special account for the raised funds of this issuance and handle matters related to the use of raised funds;

6. According to the relevant laws and regulations, regulatory requirements and issuance, handle the registration or filing of the change of registered capital and the industrial and commercial change involved in the Articles of Association;

7. After the completion of the issuance, handle the registration, lock-up and listing of the new shares on the Shanghai Stock Exchange and the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.;

8. If there are new provisions or policies in laws, regulations and normative documents related to the issuance, changes in the market or other specific requirements of the securities regulatory authorities, the specific plan of the issuance shall be adjusted accordingly according to the new regulations and requirements;

9. Decide and engage the relevant securities service intermediaries for issuance, and deal with other matters related thereto;

10. In the event of force majeure or other circumstances that are sufficient to make the issuance difficult to implement, or although it can be implemented, it will bring adverse consequences to the company, and the issuance plan shall be adjusted, postponed or terminated in advance at its discretion;

11. Under the circumstances that the relevant laws, regulations and regulatory authorities have the latest regulations and requirements for refinancing to fill the spot return, according to the relevant laws, regulations and the requirements of the regulatory authorities at that time, further analyze and demonstrate the impact of the issuance on the company's immediate financial indicators and the company's shareholders' immediate returns, formulate and revise relevant filling measures and policies, and have full authority to deal with other matters related thereto;

12. Handle other matters related to the issuance within the scope permitted by laws and regulations, normative documents and the Articles of Association. The Board of Directors proposes to the General Meeting of Shareholders to approve the Board of Directors to delegate the above authorization to the Chairman of the Board or his authorized person under the condition of obtaining the above authorization.

(10) The validity period of the resolution

The authorization is valid from the date of approval of the Company's 2024 Annual General Meeting of Shareholders to the date of the 2025 Annual General Meeting of Shareholders.

2. Risk Warning

The matter of authorizing the board of directors to issue shares to specific targets through simplified procedures is subject to the deliberation and approval of the company's 2024 annual general meeting of shareholders. After the above matters are authorized by the 2024 Annual General Meeting, the Board of Directors of the Company will decide whether to initiate the simplified issuance procedure within the authorized time limit and the specific time for initiating the procedure according to the actual situation of the Company. In the simplified issuance procedure, the board of directors is required to submit a request to Shanghai Securities within the prescribed time limit

The exchange submits the application documents, submits it to the Shanghai Stock Exchange for review and needs to be registered with the China Securities Regulatory Commission. The company will fulfill the obligation of relevant information disclosure in a timely manner, and investors are requested to pay attention to investment risks.

The announcement is hereby made.

Board of Directors of Suzhou Zelgen Biopharmaceutical Co., Ltd

April 19, 2025