/Guanhao Biotech: Plan to issue stocks to specific targets through simple procedures in 2026
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Guanhao Biotech: Plan to issue stocks to specific targets through simple procedures in 2026

Shenzhen Stock Exchange
2026/04/29

Securities code: 300238 Securities abbreviation: Guanhao Biotech

Guanhao Biotech Co.,Ltd.

(No. 12, Yuyan Road, Huangpu District, Guangzhou City, Guangdong Province)

Guanhao Biotechnology Co., Ltd. annually provides simplified procedures to specific targets.

2026

Stock issuance plan

April 2026

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

Issuer Statement

  1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.

  2. This plan is prepared in accordance with the requirements of the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Measures for the Administration of Securities Issuance Registration of Listed Companies" and other regulations and normative documents.

  3. After the completion of this issuance of stocks to specific objects through simple procedures, the company will be solely responsible for changes in the company's operations and income; investors will be responsible for the investment risks arising from this issuance of stocks to specific objects through simple procedures.

  4. This plan is the company's board of directors' explanation of the issuance of shares to specific objects through a simplified procedure. Any statement to the contrary is an untrue statement.

  5. If investors have any questions, they should consult their stockbrokers, lawyers, professional accountants or other professional advisors.

  6. The matters described in this plan do not represent the substantive judgment, confirmation, approval or registration of the approval agency on matters related to the issuance of stocks to specific objects through simplified procedures. The effectiveness and completion of the matters related to the issuance of stocks to specific objects through simplified procedures as described in this plan are yet to be approved or registered by the relevant approval agencies.

Important reminder for Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific objects through simplified procedures

The words or abbreviations mentioned in this section have the same meaning as the words or abbreviations mentioned in the "Interpretation" of this plan.

  1. Matters related to the issuance of shares to specific objects through simplified procedures have been authorized by the company's board of directors at the company's 2025 annual shareholders' meeting; the issuance plan and related matters have been reviewed and approved at the 19th meeting of the company's sixth board of directors. It still needs to be reviewed and approved by the Shenzhen Stock Exchange and approved by the China Securities Regulatory Commission before it can be implemented. The final issuance plan is subject to the plan approved by the China Securities Regulatory Commission for registration.

  2. The issuance targets no more than 35 investors (inclusive), which are specific investors that comply with the regulations of the China Securities Regulatory Commission, including securities investment fund management companies, securities companies, trust investment companies, financial companies, insurance institutional investors, qualified foreign institutional investors that comply with the regulations of the China Securities Regulatory Commission, and other legal persons, natural persons or other qualified investors that comply with the regulations of the China Securities Regulatory Commission. Among them, securities investment fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors who subscribe to two or more products managed by them are regarded as one issuance target; trust investment companies as the issuance target can only subscribe with their own funds.

  3. The total amount of funds to be raised in this issuance shall not exceed 97.5 million yuan (including the principal amount), shall not exceed RMB 300 million, and shall not exceed 20% of the net assets at the end of the most recent year; the net amount of funds raised after deducting relevant issuance expenses will all be used for the following projects:

Unit: 10,000 yuan

Serial number Project name Total project investment Raised funds are planned to be invested in biological dura mater repair materials (third generation dura mater repair materials)

1 7,363.12 6,825.00 membrane patch) industrialization project

2 Supplement working capital and repay bank loans 2,925.00 2,925.00

Total 10,288.12 9,750.00

Before the funds raised from this issuance are in place, the company will first invest with its own or self-raised funds based on the actual situation of the investment projects with the raised funds, and will replace them in accordance with the procedures stipulated in relevant laws and regulations after the funds raised are in place. After the raised funds are in place, if the actual net amount of raised funds after deducting issuance expenses is less than the total amount of funds to be invested, within the scope of the investment projects with funds raised from this issuance, the company will make appropriate adjustments to the sequence and amount of investment in the above-mentioned projects based on the actual amount of raised funds. The shortfall in raised funds will be solved by the company with its own or self-raised funds.

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

  1. The pricing base date of this issuance is the first day of the issuance period, and the issuance price shall not be lower than 80% of the average stock price of the company in the 20 trading days before the pricing base day (the average stock price of the company in the 20 trading days before the pricing base day = the total stock trading volume in the 20 trading days before the pricing base day/the total stock trading volume in the 20 trading days before the pricing base day). If national laws, regulations or other normative documents have the latest regulations or regulatory opinions on the pricing principles for issuing stocks to specific objects, the company will make corresponding adjustments based on the latest regulations or regulatory opinions.

  2. The number of shares issued to specific objects through a simple procedure is determined by dividing the total amount of funds raised by the issuance price, and shall not exceed 30% of the company's total share capital before the issuance. Within the above range, the final issuance amount shall be determined by the board of directors in consultation with the sponsor (lead underwriter) of this issuance based on the actual subscription situation within the scope authorized by the shareholders' meeting. The corresponding amount of raised funds shall not exceed 300 million yuan and shall not exceed 20% of the net assets at the end of the most recent year.

If the company's stock is ex-rights or ex-dividend events such as the distribution of bonus shares or the conversion of capital reserves into share capital between the pricing base date of this issuance and the issuance date, the upper limit of the number of shares issued to specific objects will be adjusted accordingly. The final number of shares issued shall be subject to the number approved by the China Securities Regulatory Commission for registration.

  1. After the issuance is completed, the stocks issued to specific objects through simple procedures shall not be transferred within six months from the date of completion of the issuance. Shares derived from shares issued by the company obtained by the issuance target through the company's distribution of stock dividends, transfer of capital reserves, etc. shall also comply with the above-mentioned share locking arrangements. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. After the expiration of the sales restriction period, the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange will be implemented.

  2. In accordance with the requirements of the "Supervisory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies" and other regulations, the company disclosed in this issuance plan the profit distribution policy, especially the formulation and implementation of the cash dividend policy, the amount and proportion of cash dividends in the past three years, the shareholder dividend return plan for the next three years (2026-2028), etc. Please refer to "Section 4 The Company's Profit Distribution Policy and Implementation" and draw the attention of investors.

  3. According to the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legitimate Rights and Interests of Small and Medium-sized Investors in the Capital Market" (Guobanfa [2013] No. 110), "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guofa [2014] No. 17) and According to the relevant provisions of the "Guiding Opinions on Matters Concerning IPOs, Refinancing, and Major Asset Reorganizations that Dilute Current Returns" (China Securities Regulatory Commission Announcement [2015] No. 31), in order to protect the interests of small and medium-sized investors, the company has decided to use Jian Guanhao Biotechnology Co., Ltd. The plan for issuance of stocks to specific objects through simplified procedures in 2026. The impact of issuance of stocks to specific objects under simplified procedures on the dilution of current returns was analyzed and specific supplementary return measures were proposed. Relevant entities have made a commitment to the effective implementation of the company's supplementary return measures. For relevant information, please refer to "Section 5: The impact of this issuance on diluting current returns and specific measures to make up for it" in this plan. The supplementary return measures formulated by the company do not guarantee the company's future profits. Investors should not make investment decisions based on them. If investors make investment decisions based on this and cause losses, the company will not be liable for compensation. Attention is drawn to investors.

  4. This issuance of shares to specific objects through a simplified procedure does not constitute a major asset reorganization, will not lead to changes in the company’s controlling shareholders and actual controllers, and will not lead to a situation where the company’s equity distribution does not meet the conditions for listing.

  5. Investors are particularly reminded to carefully read "Section 3: Discussion and Analysis of the Board of Directors on the Impact of this Issuance on the Company" of this plan and "VI. Description of Risks Related to this Issuance" and pay attention to investment risks. Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

Directory

Issuer Statement................................................................................................................1Important Notes................................................................................................................2Table of Contents................................................................................................................................................5Interpretation...................................................................................................................................7

Section 1 Summary of the stock issuance plan......................................................................8

  1. Basic information of the company......................................................................................8

  2. Background and purpose of this issuance................................................................8

  3. Issuance objects and their relationship with the company................................................11

  4. Summary of the issuance plan......................................................................12

  5. Whether this issuance constitutes a related transaction......................................................15

  6. Will this issuance lead to a change in the company’s control?........................15

  7. Whether the implementation of this stock issuance plan may result in the equity distribution not meeting the listing conditions

.................................................................................................................................15

  1. The issuance has been approved by the relevant competent authorities and the procedures that need to be submitted for approval......................................................................................................15

Section 2 The Board of Directors’ Feasibility Analysis on the Use of Funds Raised .............................17

  1. Plan for use of funds raised this time......................................................17

  2. Feasibility analysis of investment projects with raised funds .............................17

  3. The impact of this issuance on the company’s operations, management and financial status......................22

  4. Feasibility analysis conclusion on the use of funds raised this time......................................23

Section 3 The Board of Directors’ discussion and analysis on the impact of this issuance on the company.............24

  1. Changes in the company’s business and assets, articles of association, shareholder structure, and senior management structure after the issuance.................................................................................24

  2. Changes in the company’s financial status, profitability and cash flow after this issuance...25

  3. Changes in business relationships, management relationships, related transactions and horizontal competition between the company and its controlling shareholders and their related parties after this issuance.............................26

  4. After the completion of this issuance, whether the company’s funds and assets are occupied by the controlling shareholder, actual controller and their related parties, or whether the company provides guarantees for the controlling shareholder, actual controller and their related parties.................................................................................26

  5. The impact of this issuance on the company’s liabilities......................................................26 Guanhao Biotechnology Co., Ltd.’s plan to issue stocks to specific objects through simplified procedures in 2026

  6. Risk description related to this issuance......................................................26

Section 4 The Company’s Profit Distribution Policy and Implementation ........................................29

  1. Profit distribution policy in the "Articles of Association"......................................29

  2. The company’s profit distribution and use of undistributed profits in the past three years.............30

  3. The company’s shareholder dividend return plan for the next three years (2026-2028).............30

Section 5: The impact of this issuance on diluting spot returns and the specific measures to make up for it......................34

  1. The impact of this issuance’s dilution of spot returns on the company’s main financial indicators.............34

  2. Risk warning regarding the dilution of spot returns from this issuance......................36

  3. Specific measures to make up for the dilution of current returns from this issuance.............................36

Section 6 Statement and Commitments of the Board of Directors Related to this Issuance........................39

  1. Statement of the Board of Directors on whether there are other equity financing plans in the next twelve months in addition to this issuance......................................................................................................39

  2. Commitments made by relevant entities......................................................................39 Interpretation of Guanhao Biotechnology Co., Ltd.'s 2026 plan to issue stocks to specific objects through simplified procedures

In this plan, unless the context otherwise requires, the following words or abbreviations have the following meanings:

Guanhao Biotechnology Co., Ltd. will use simple procedures to provide specific targets with this plan in 2026.

Stock issuance plan

Guanhao Biotechnology Co., Ltd.’s issuance to specific targets in 2026 through simple procedures refers to

issue stock

Issuer, Company, Company

Company, joint-stock company, Guanhaosheng refers to Guanhao Biotechnology Co., Ltd.

thing

Shareholders’ meeting refers to the shareholders’ meeting of Guanhao Biotechnology Co., Ltd.

Board of Directors refers to the Board of Directors of Guanhao Biotechnology Co., Ltd.

Controlling shareholder, Century Tianfu refers to the actual controller of Beijing Century Tianfu Venture Capital Center (Limited Partnership), refers to Zhang Yongming and Lin Ling

China Securities Regulatory Commission refers to China Securities Regulatory Commission

Shenzhen Stock Exchange refers to Shenzhen Stock Exchange

"Company Law" means "Company Law of the People's Republic of China"

“Securities Law” refers to the “Securities Law of the People’s Republic of China”

"Articles of Association" refers to the currently effective "Articles of Association of Guanhao Biotechnology Co., Ltd." "Listing Rules" refers to "Shenzhen Stock Exchange GEM Stock Listing Rules" Reporting period refers to the last three years from January to March 2023, 2024, 2026 refers to 2023, 2024, 2025

Yuan, 10,000 yuan, 100 million yuan refers to RMB yuan, 10,000 yuan, 100 million yuan

Unless otherwise specified, the financial values cited in this plan are rounded to two decimal places. If the total does not match the sum of the sub-items, it is due to rounding.

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

Section 1 Summary of the stock issuance plan

1. Basic situation of the company

Company Name Guanhao Biotechnology Co., Ltd.

English name GuanhaoBiotechCo.,Ltd.

Registered address No. 12, Yuyan Road, Huangpu District, Guangzhou City, Guangdong Province

Stock listing place Shenzhen Stock Exchange

Stock abbreviation Guanhao Biotechnology

Stock code 300238.SZ

Registered capital 265,155,701 yuan

Unified social credit code 91440000707688515X

Legal representative Zhang Yongming

Phone number 020-32052295

Fax number 020-32211255

Internet address www.grandhopebio.com

Research, development and production: Category II and III: (2017 Medical Device Classification Catalog) 13 passive implantable devices, 14 infusion, nursing and protective devices; 6846 implant materials and artificial organs, 6864 medical and sanitary materials and dressings; Category III and II: implant materials and artificial organs, medical and sanitary materials and dressings, wholesale and retail of medicines (without stores); pharmaceutical production; sales of self-produced products and provision of services; external investment of self-owned assets, high and new technologies become the business scope

Incubation and investment of fruit and entrepreneurial technology enterprises and high-tech enterprises; technology development, consultation, transfer and services in biotechnology, medicine and medical and other fields; management information consultation; sale and leasing of self-owned fixed assets (including houses, instruments and equipment); technology import and export, and goods import and export. (Projects that require approval according to law can only carry out business activities after approval by relevant departments)

2. Background and purpose of this issuance

(1) Background of this issuance

  1. National strategy supports high-quality development of regenerative medicine

In recent years, the country has attached great importance to the development of frontier areas of life and health such as regenerative medicine and high-end medical implantable devices, and has successively issued a series of policy documents such as the "Healthy China 2030" Planning Outline and the Opinions of the General Office of the State Council on Comprehensively Deepening the Reform of Drug and Medical Device Supervision to Promote High-Quality Development of the Pharmaceutical Industry. These documents provide solid policy support for the development of the industry in terms of R&D innovation support, accelerated review and approval, optimization of medical insurance access, and improvement of centralized procurement rules.

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

Since 2025, the State Council has promulgated the "Regulations on the Management of Clinical Research and Clinical Transformation Application of New Biomedical Technologies" to establish a clear development framework, development orientation and implementation path for the industrialization of cutting-edge technologies such as regenerative medical materials. At the same time, medical device innovation support policies continue to increase, encouraging independent research and development of high-end medical implantable devices, biomaterials, tissue engineering products, etc., and promoting domestic innovation and industrial upgrading.

As a national-level specialized and innovative "little giant" enterprise and a leading enterprise in the field of regenerative medicine, Guanhao Biotech is mainly engaged in the three core businesses of regenerative medical implantable devices, pharmaceuticals, and cell technology services. It is deeply in line with the national industrial strategic orientation and has a good foundation to receive policy dividends and realize technology and product upgrades.

  1. Market demand for regenerative medical implantable devices continues to expand

(1) The market for regenerative medical implantable devices is growing steadily

With the aging of the population, upgrading of medical consumption and increasing clinical demand, the scale of my country's medical device market continues to grow and is expected to exceed 1.2 trillion yuan in 2025. The company's core product, the biotype dura mater (spinal) patch, is a Class III high-value implant consumable. It has core advantages such as good tissue compatibility, can induce tissue regeneration, and has no rejection reaction. It is widely used in neurosurgery for brain injury, tumor resection, postoperative cerebral hemorrhage, spinal canal decompression and other dural defect repair and other application scenarios. Clinical demand is growing steadily.

At the same time, the centralized procurement policy for medical consumables continues to be optimized, leaving sufficient market space for the company's regenerative medical biomaterial products, and there is a clear trend of domestically produced high-end implantable devices replacing imported ones.

(2) Supported by four core technologies, regenerative medical material technology leads the way

Relying on the National Engineering Laboratory for Regenerative Medical Implantable Devices, the company has mastered four core technologies: unique tissue fixation technology, multi-directional antigen removal technology, mechanical modification technology, and tissue induction technology. Its animal-derived medical biomaterial technology has reached the forefront of the industry. As clinical demand for high-performance, low-rejection, and regenerable implant materials increases, the company's regenerative medical biomaterial products have steadily increased their market share by virtue of their technical advantages and clinical reputation.

  1. There is an urgent need to upgrade core business capacity and R&D

The company is a high-tech enterprise based on the regenerative medicine industry and expanding into life and health-related fields. Its core business has formed a "3+1" pattern, namely, three major business sectors: regenerative biomaterials, pharmaceuticals, and cells, and a technology incubation platform. As of the end of 2025, the company has 167 authorized patents and three core technology platforms. Guanhao Biotechnology Co., Ltd. has a plan to issue stocks to specific objects with simple procedures in 2026 to support product upgrades and technological innovation. Biomaterial products cover the nationwide sales network, and cell technology services are gradually realizing industrialization.

In order to further consolidate its leading position in the industry, the company urgently needs to promote the industrialization of biological dura mater repair materials (third-generation dura mater patch) projects. Currently, the company has capital needs in terms of core product upgrades, R&D investment, and clinical transformation. In order to seize industry development opportunities and implement medium- and long-term strategic plans, the company plans to raise funds through simple procedures by issuing shares to specific targets to provide financial guarantee for long-term high-quality development.

(2) Purpose of this issuance

The funds raised from this issuance are specifically invested in the industrialization construction project of biological dura mater repair materials (third generation dural patch), supplementing working capital and repaying bank loans. The specific issuance purposes are as follows:

  1. Promote the industrialization of biological dura mater repair materials and consolidate the leadership position of core products

The company's biological dura mater repair material products have achieved comprehensive upgrades in terms of material formula, preparation process, animal safety, clinical effectiveness, etc. It is the core strategic product of the company's biomaterials segment and represents the company's latest technological achievements in the field of regenerative medical implant devices.

The funds raised this time will focus on the industrialization construction project of biological dura mater repair material products, which will be used for production line construction, process optimization, quality system upgrade and production capacity improvement, further improving the level of product production automation, strengthening product technical barriers and clinical competitiveness, consolidating the company's leading advantages in the field of neurosurgery repair, and increasing market share and brand influence.

  1. Increase investment in core technology research and development and improve the layout of the entire industrial chain of regenerative medicine.

The company adheres to the innovation-driven development strategy and continues to promote core technology upgrades and product pipeline expansion with the support of the regenerative medicine biomaterials technology platform and the cell and stem cell R&D and application platform. The funds raised this time will be used to support the production line of biological dura mater repair materials, improve the "R&D-registration-industrialization" full chain layout, continue to strengthen technical barriers and innovation capabilities, and create an industrial ecosystem for the coordinated development of biomaterials and cell technology.

  1. Implement the company’s development strategy and build a leading enterprise in the field of regenerative medicine

With the mission of "adhering to innovation-driven development, developing the regenerative medicine industry, and making outstanding contributions to human life and health", the company is committed to becoming a first-class product, technology and service provider in the field of regenerative medicine. This issuance is a key measure for the company to implement its mid- to long-term development strategy in 2026. Through the industrialization of the biological dura mater repair material Guanhao Biotechnology Co., Ltd.'s 2026 issuance of stocks to specific targets through a simple procedure, the material product and the optimization of the financial structure will comprehensively enhance core competitiveness, operational efficiency and sustainable development capabilities, promote the company to continue to lead in the field of regenerative medicine, and achieve high-quality, stable and long-term development.

  1. Supplement working capital, optimize financial structure, and enhance long-term development resilience

As of the end of March 2026, the company's total assets were approximately 787 million yuan (on a consolidated basis, the same below), the asset-liability ratio was 37.13%, and there were certain interest-bearing liabilities. Part of the funds raised in this issuance will be used to supplement working capital, which can effectively reduce the asset-liability ratio, reduce financial expenses, optimize the capital structure, and enhance the company's capital reserves and risk resistance capabilities.

Through this issuance, the company's capital strength and market influence will be further enhanced, which will help enhance the stability and risk resistance of the company's asset structure and lay a solid foundation for the company's development strategy and the goal of maximizing shareholders' interests.

3. Issuance objects and their relationship with the company

The issuance targets no more than 35 investors (inclusive), which are specific investors that comply with the regulations of the China Securities Regulatory Commission, including securities investment fund management companies, securities companies, trust investment companies, financial companies, insurance institutional investors, qualified foreign institutional investors that comply with the regulations of the China Securities Regulatory Commission, and other legal persons, natural persons or other qualified investors that comply with the regulations of the China Securities Regulatory Commission. Among them, securities investment fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors who subscribe to two or more products managed by them are regarded as one issuance target; trust investment companies as the issuance target can only subscribe with their own funds.

The final issuance target will be determined by the company's board of directors and its authorized persons in accordance with the authorization of the 2025 annual shareholders' meeting, on the basis of complying with the requirements of relevant laws, regulations and normative documents, combined with the actual situation of the subscription quotation, and in accordance with the principles of price priority and other principles, and negotiated with the sponsor (lead underwriter) of this issuance. If national laws, regulations and normative documents have new regulations on the qualifications of issuance objects, the company will make corresponding adjustments in accordance with laws and regulations.

As of the announcement date of this plan, the company has not yet determined the specific issuance target, and therefore cannot determine the relationship between the issuance target and the company. The relationship between the specific issuance target and the company will be disclosed in the Prospectus announced after the auction ends.

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

4. Summary of this issuance plan

(1) Type and par value of shares issued

The types of stocks issued this time are domestically listed RMB ordinary shares (A shares), with a face value of RMB 1.00 per share.

(2) Issuance method and issuance time

This issuance adopts the method of issuing stocks to specific objects through simple procedures, and the issuance and payment will be completed within ten working days after the China Securities Regulatory Commission makes the decision to register.

(3) Issuance objects and subscription methods

The issuance targets no more than 35 investors (inclusive), which are specific investors that comply with the regulations of the China Securities Regulatory Commission, including securities investment fund management companies, securities companies, trust investment companies, financial companies, insurance institutional investors, qualified foreign institutional investors that comply with the regulations of the China Securities Regulatory Commission, and other legal persons, natural persons or other qualified investors that comply with the regulations of the China Securities Regulatory Commission. Among them, securities investment fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors who subscribe to two or more products managed by them are regarded as one issuance target; trust investment companies as the issuance target can only subscribe with their own funds.

The final issuance target will be determined by the company's board of directors and its authorized persons in accordance with the authorization of the 2025 annual shareholders' meeting, on the basis of complying with the requirements of relevant laws, regulations and normative documents, combined with the actual situation of the subscription quotation, and in accordance with the principles of price priority and other principles, and negotiated with the sponsor (lead underwriter) of this issuance. If national laws, regulations and normative documents have new regulations on the qualifications of issuance objects, the company will make corresponding adjustments in accordance with laws and regulations.

All targets of this issuance will subscribe for the shares issued to specific targets through a simple procedure in cash at the same price.

(4) Pricing base date, issuance price and pricing principles

The pricing base date of this issuance is the first day of the issuance period, and the issuance price is not less than 80% of the average stock price of the company in the 20 trading days before the pricing base date (the average stock price of the company in the 20 trading days before the pricing base date = the total stock trading volume in the 20 trading days before the pricing base day / the total stock trading volume in the 20 trading days before the pricing base day). Guanhao Biotechnology Co., Ltd.'s 2026 plan for issuance of stocks to specific objects through simplified procedures. If national laws, regulations or other normative documents have the latest regulations or regulatory opinions on the pricing principles for issuance of stocks to specific objects, the company will make corresponding adjustments in accordance with the latest regulations or regulatory opinions.

If the company distributes cash dividends, issues bonus shares, or converts capital reserves into share capital and other ex-rights and ex-dividend events between the pricing base date of this issuance and the issuance date, the lower limit of this issuance price will be adjusted accordingly. The adjustment method is:

Assume that the issuance price before adjustment is P0, the number of bonus shares per share or the capitalization of capital reserve is N, the cash dividend per share is D, and the issuance price after adjustment is P1, then:

Distribute cash dividends: P1=P0-D

Send bonus shares or convert to share capital: P1=P0/(1+N)

Two items are performed simultaneously: P1=(P0-D)/(1+N)

The final issuance price of this issuance to specific objects through a simplified procedure will be determined by the board of directors in accordance with the authorization of the 2025 Annual Shareholders Meeting and relevant regulations, and based on the bidding results and negotiation with the sponsor (lead underwriter).

(5) Issuance quantity

The number of shares issued this time is determined based on the total amount of funds raised divided by the issuance price, which shall not exceed 30% of the company's total share capital before this issuance. The final number of shares issued shall be determined by the 2025 Annual Shareholders Meeting authorized by the board of directors in consultation with the lead underwriter of this issuance based on specific circumstances. The corresponding amount of funds raised shall not exceed 300 million yuan and shall not exceed 20% of the net assets at the end of the most recent year.

If the company's stock is issued bonus shares, capital reserves are converted to share capital, or the company's total share capital changes before the issuance and the issuance price is adjusted due to other reasons between the pricing base date and the issuance date, the upper limit of the number of shares issued this time will be adjusted accordingly. The final number of shares issued shall be subject to the number approved by the China Securities Regulatory Commission for registration.

(6) Restriction period for this issuance

The stocks issued to specific targets through a simplified procedure cannot be transferred within six months from the date of completion of the issuance. The shares obtained by the issuance target from a listed company issued to a specific target by the listed company's distribution of stock dividends, capital reserve transfer, etc. shall also comply with the above-mentioned share locking arrangements. After the expiration of the lock-up period, the shares subscribed by the issuance objects for reduction and subscription must comply with the relevant regulations of the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities. If relevant laws, regulations and normative documents have other provisions on the lock-up period for the shares subscribed by the issuer and the transfer of shares after the expiration of the lock-up period, those provisions shall prevail.

(7) Place of stock listing

The shares issued this time will be listed on the Growth Enterprise Market of the Shenzhen Stock Exchange.

(8) Amount and use of raised funds

The total amount of funds to be raised in this issuance shall not exceed 97.5 million yuan (inclusive), shall not exceed 300 million yuan, and shall not exceed 20% of the net assets at the end of the most recent year; the net proceeds after deducting relevant issuance expenses will be used for the following projects:

Unit: 10,000 yuan

Serial number Project name Total project investment Raised funds are planned to be invested in biological dura mater repair materials (third generation dura mater repair materials)

1 7,363.12 6,825.00 membrane patch) industrialization project

2 Supplement working capital and repay bank loans 2,925.00 2,925.00

Total 10,288.12 9,750.00

Before the funds raised from this issuance are in place, the company can invest its own or self-raised funds first according to the actual situation of the investment project with the raised funds, and replace them in accordance with the procedures stipulated in relevant laws and regulations after the funds raised are in place. After the raised funds are in place, if the actual net amount of raised funds after deducting issuance expenses is less than the total amount of funds to be invested, within the scope of the investment projects with funds raised from this issuance, the company will make appropriate adjustments to the sequence and amount of investment in the above-mentioned projects based on the actual amount of raised funds. The shortfall in raised funds will be solved by the company with its own or self-raised funds.

(9) Arrangements for rolling over undistributed profits before the completion of this issuance

The accumulated undistributed profits before the completion of this issuance will be shared by new and old shareholders in proportion to their post-issuance shares after the completion of this issuance.

(10) Validity period of resolution

The validity period of this issuance resolution is from the date of review and approval at the 2025 annual shareholders' meeting to the date of the company's 2026 annual shareholders' meeting. If national laws and regulations have new regulations on the issuance of stocks to specific objects through simplified procedures, the company will make corresponding adjustments in accordance with the new regulations.

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

5. Whether this issuance constitutes a related transaction

As of the announcement date of this plan, the company has not determined the specific issuance target, so it is unable to determine whether this issuance constitutes a related transaction.

6. Will this issuance lead to changes in the company’s control?

As of the announcement date of this plan, Zhang Yongming and Lin Ling are the actual controllers of the company. They indirectly hold a total of 70,411,088 shares of the company through Beijing Century Tianfu Venture Capital Center (Limited Partnership), Beijing Tianyou Ruiyuan Pharmaceutical Technology Co., Ltd., Tibet Jingan Enterprise Management Consulting Co., Ltd., and Guangdong Zhiguang Biotechnology Co., Ltd., accounting for 26.55% of the company's total shares.

After the completion of this issuance, the company's share capital will increase accordingly, the company's shareholder structure will change, and the shareholding ratio of the company's original shareholders will also change accordingly. After the completion of this issuance, although the proportion of the company's shares held by Zhang Yongming and Lin Ling has decreased, due to the small scale of financing in this issuance and the limited dilution effect, Zhang Yongming and Lin Ling are still the actual controllers of the company. Therefore, this offering will not result in a change in control of the company.

  1. Whether the implementation of this stock issuance plan may result in the equity distribution not meeting the listing conditions

This issuance will not result in the company’s equity distribution being ineligible for listing.

  1. The issuance has been approved by the relevant competent authorities and the procedures that need to be submitted for approval

(1) Authorization and approval obtained for this issuance

  1. On March 25, 2026, the 18th meeting of the company’s sixth board of directors reviewed and approved the “Proposal on Requesting the Shareholders’ Meeting to Authorize the Board of Directors to Handle the Issuance of Stocks to Specific Objects through Simple Procedures”;

  2. On April 15, 2026, the company's 2025 annual shareholders' meeting reviewed and approved the "Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Handle the Issuance of Stocks to Specific Objects through Simple Procedures", authorizing the company's Board of Directors to have full authority to handle all matters related to this issuance of stocks to specific objects through simple procedures;

According to the authorization of the 2025 annual shareholders' meeting, the company held the 19th meeting of the sixth board of directors on April 28, 2026 to review and approve the issuance plan and related matters.

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

(2) Authorizations, approvals and approvals required for this issuance

  1. After the bidding is completed, the company’s board of directors will review and approve the specific plan for this issuance;

  2. The Shenzhen Stock Exchange will review and make an audit opinion on whether the listed company meets the issuance conditions and information disclosure requirements;

  3. The China Securities Regulatory Commission will decide whether to approve the registration or not to register the listed company’s registration application. There is uncertainty as to whether the above-mentioned reported matters can obtain relevant approval or registration and the time when obtaining relevant approval or registration. Investors are reminded to pay attention to the approval risks.

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

Section 2: Feasibility Analysis of the Board of Directors on the Use of Funds Raised

1. Use plan of funds raised this time

The total amount of funds to be raised in this issuance shall not exceed 97.5 million yuan (inclusive), shall not exceed RMB 300 million, and shall not exceed 20% of the net assets at the end of the most recent year; the net proceeds after deducting relevant issuance expenses will be used for the following projects:

Unit: 10,000 yuan

Serial number Project name Total project investment Raised funds are planned to be invested in biological dura mater repair materials (third generation dura mater repair materials)

1 7,363.12 6,825.00 membrane patch) industrialization project

2 Supplement working capital and repay bank loans 2,925.00 2,925.00

Total 10,288.12 9,750.00

Before the funds raised from this issuance are in place, the company can invest its own or self-raised funds first according to the actual situation of the investment project with the raised funds, and replace them in accordance with the procedures stipulated in relevant laws and regulations after the funds raised are in place. After the raised funds are in place, if the actual net amount of raised funds after deducting issuance expenses is less than the total amount of funds to be invested, within the scope of the investment projects with funds raised from this issuance, the company will make appropriate adjustments to the sequence and amount of investment in the above-mentioned projects based on the actual amount of raised funds. The shortfall in raised funds will be solved by the company with its own or self-raised funds.

2. Feasibility analysis of investment projects with raised funds

(1) Industrialization project of biological dural repair materials (third generation dural patch)

  1. Basic situation of the project

The implementation entity of this project is Guanhao Biotechnology Co., Ltd. The construction site is located in Huangpu District, Guangzhou City. The total investment of the project is 73.6312 million yuan. It is planned to use the 68.250 million yuan of funds raised from this issuance for this project.

This project plans to build a new production line for biological dural repair materials (third generation dural patch). After long-term independent research and development and clinical verification, the company's third-generation dural patch product has completed clinical trials. The third-generation dural patch adopts an innovative double-layer membrane structure, with the outer layer made of animal-derived matrix and the inner layer made of induced regeneration collagen material, which is more in line with clinical needs. This project will build a third-generation dural patch production line and purchase high-precision R&D and quality control equipment such as fully automatic amino acid analyzers, gas chromatographs, and mechanical material testing machines. The construction period is 24 months.

  1. Necessity of the project

(1) Better solve core clinical pain points such as “cerebrospinal fluid leakage” in neurosurgery

Dural repair is one of the most critical aspects of neurosurgery. Although the products currently on the market have good biocompatibility, in actual clinical operations, they often face problems such as "easy tearing of sutures", "loose adhesion" and "pinhole leakage"; for clinicians, they have poor controllability during deep or narrow surgeries and are prone to "deformation and displacement" during repeated positioning adjustments. A slight inadvertence can cause tearing of the edge of the patch, which not only significantly prolongs the operation time, but also increases the risk of infection.

The third-generation dural patch adopts an innovative “double-layer membrane structure” design. The outer layer is made of animal-derived matrix, which has good mechanical tensile strength and can meet the clinician's requirements for water-tight suturing and effectively prevent pinhole leakage. The inner layer is made of induced regenerated collagen material, which uses the company's core animal-derived collagen extraction technology to retain the natural three-dimensional porous microstructure and has excellent hydrophilicity and adhesion. This "sew bonding" feature not only greatly improves surgical efficiency and effectively reduces infection, but also achieves a perfect balance between physical barrier and biological repair.

(2) Create a high-precision quality control system and build competitive barriers to high-quality production

Regenerative medical implantable devices are Class III medical devices, and regulatory requirements for product safety, stability and consistency are extremely high. As medical device review and approval becomes more stringent and the country's requirements for medical quality improve, products with core technologies, stable quality, and high-standard quality control will occupy a dominant position in market access and clinical applications.

This project is equipped with high-precision testing equipment such as fully automatic amino acid analyzers, gas chromatographs, and mechanical material testing machines to implement quality control throughout the entire process from raw material sources, preparation processes to finished products, achieving precise control of key indicators such as collagen, residual solvents, mechanical properties, and microstructure, and comprehensively improving the batch-to-batch stability of the product. Relying on a high-standard quality control system, the company can further strengthen the dominant position of its products in the high-end hospital market, build barriers to high-quality production, and provide a solid guarantee for long-term market competitiveness. Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures (3) Match the third-generation product process requirements and improve large-scale production and operational efficiency

The third generation of dural patches uses upgraded processes such as double-layer lamination. The existing product production lines are difficult to meet the needs of the new generation of large-scale and standardized production in terms of equipment compatibility, automation level, and process adaptability.

By building a dedicated production line and configuring automated and intelligent production equipment, this project will achieve standardization of the third-generation product process, refinement of production, and digitization of quality control, effectively improve production efficiency, reduce raw material loss, and enhance large-scale supply capabilities. After the project is implemented, the company will form a dual-line layout of stable supply of existing products on sale and upgrade of third-generation products, optimize the production capacity structure and cost structure, and enhance the overall profitability and sustainable operating capabilities of the biomaterials sector.

(4) Implement the company’s regenerative medicine strategy and consolidate its leading position in the industry

The company takes regenerative medicine as its core track, and the biomaterials segment is the core pillar of current revenue and profits. The third-generation dural patch is a landmark achievement of the company's product upgrade and will be the core growth engine for the future regenerative medicine biomaterials sector.

The implementation of this project is a key measure for the company to solve clinical pain points and strengthen its technological leadership. It will help consolidate the company's leading position in the field of neurosurgery repair, enhance brand influence, promote the company's continuous progress towards the strategic goal of "a first-class product, technology and service provider in the field of regenerative medicine", and provide core support for long-term high-quality development.

  1. Feasibility of project implementation

(1) With profound technical accumulation, the industrialization of the third generation dural patch has high feasibility

The company has been deeply involved in regenerative medical materials for more than 20 years. Relying on the National Engineering Laboratory of Regenerative Medical Implantable Devices, the company has mastered four original core technologies: unique tissue fixation technology, multi-directional antigen removal technology, mechanical modification technology, and tissue induction technology, forming a complete independent intellectual property system. As of the end of 2025, the company has a total of 167 authorized patents, including 109 invention patents, and its technological strength is at the forefront of the industry.

The third generation dural patch is the result of the company's independent research and development, and all clinical trials have been completed to verify the safety and effectiveness of the product. The company's existing dural patch has been in large-scale production for many years and has mature production technology, quality management system and industrial transformation capabilities. The third-generation dural patch industrialization project of Guanhao Biotechnology Co., Ltd.'s 2026 stock issuance plan to specific objects with a simple procedure is based on a mature technology platform in terms of core technology, preparation process, quality control, etc. The technical risks are controllable. The third-generation dural patch industrialization project is highly feasible.

(2) The support of a mature production quality control team ensures the seamless connection of product industrialization

The company has a production management and quality control team with a multi-disciplinary background. It has been deeply involved in the production of existing marketed products for many years, and has accumulated rich experience in process parameter optimization and quality control, providing solid data reference and support for project industrialization. The core production personnel all have a senior background in biomaterials and can accurately control subtle process changes in the production process to ensure the seamless transition of new product production and transformation.

(3) The channel network is mature, and clinical needs and market space are clear

The volume of neurosurgery operations in my country continues to grow steadily. As a rigid and necessary Class III high-value consumable, dural patch has clear market demand. The company's existing products have been widely used in hospitals at all levels across the country, and it has established a nationwide distribution network with high brand recognition and good clinical reputation.

As an upgraded product, the third-generation dural patch has richer use scenarios and more prominent clinical value. It can rely on existing mature channels to quickly achieve market coverage and increase volume without the need for large new channel investments, and the market conversion efficiency is expected to be high. At the same time, as the country increasingly supports medical device innovation and domestic leadership becomes more obvious, domestic high-end products with technological and quality advantages will continue to gain more clinical and market opportunities, and project products have clear market prospects.

(4) The professional team is complete and the project implementation is fully guaranteed.

The company has a full-chain professional team covering R&D, technology, production, quality, registration, clinical, etc. The R&D team leads the development and clinical trials of the third generation dural patch; the process and production team has many years of experience in the industrialization of recycled material products; the quality and registration team is familiar with medical device regulations and registration verification requirements.

The core team is stable and has deep industry experience. At the same time, the company has established a complete talent training and incentive mechanism to provide continuous and sufficient talent guarantee for project construction, equipment installation and commissioning, trial production and mass production, ensuring the smooth implementation and efficient operation of the project.

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures (5) is in line with industry orientation and the capital arrangements are reasonable

This project belongs to the field of high-end medical devices and regenerative medicine. It is in line with the guidance of national industrial policies such as the "Healthy China 2030" Planning Outline and the Opinions of the General Office of the State Council on Comprehensively Deepening the Reform of Drug and Medical Device Supervision to Promote the High-Quality Development of the Pharmaceutical Industry. It is an innovative medical device project encouraged and supported by policies.

The project investment planning is reasonable, the investment direction of the raised funds is clear, the company's operating status is stable, the cash flow is good, and it has the corresponding financing and project implementation capabilities. The implementation of the project will help optimize the company's production capacity, product structure and financial structure, enhance profitability and comprehensive competitiveness, and have good policy feasibility and financial feasibility.

  1. Project investment calculation

The total investment of this project is 73.6312 million yuan. The specific project investment composition is as follows:

Unit: RMB 10,000 Serial number Investment project Investment amount Amount of raised funds to be used 1 Decoration project 900.00 900.00 2 Equipment purchase and installation 6,313.12 5,925.00 3 Funding working capital 150.00 -Total project investment 7,363.12 6,825.00

  1. Evaluation of economic benefits of the project

After calculation, the pre-tax internal rate of return of this project is expected to be 23.56% after it is put into production, and the expected benefits are good.

The above calculations do not constitute a profit forecast for the company, and the calculation results do not guarantee the company's future profits, and investors should not make investment decisions based on them. If investors make investment decisions based on this and cause losses, the company will not be liable for compensation, so investors are advised to pay attention.

  1. Government approval status involved in the project

As of the date of this report, this project is undergoing registration and related compliance procedures.

(2) Supplement working capital and repay bank loans

  1. Basic situation of the project

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

The company plans to use 29.25 million yuan of the raised funds this time to supplement working capital and repay bank loans, reduce the asset-liability ratio, enhance the company's financial strength, and effectively supplement the company's working capital, which will help promote the development of the company's main business and support the company's future production and operation scale and business conditions.

  1. Necessity of the project

With the continuous improvement of the company's business layout, the company's business has developed steadily and the demand for working capital has also continued to increase. Supplementing working capital through this issuance can better meet the capital needs brought about by the rapid development of the company's business and provide financial support for the company's future operational development, thereby consolidating the company's market position, enhancing the company's comprehensive competitiveness, and promoting the company's healthy development.

At the same time, through the funds raised this time to repay part of the bank loans, the company's asset-liability ratio will be further reduced, which will help optimize the capital structure and reduce financial expenses, allowing it to maintain strong financial resilience in a complex market environment, which is in line with the long-term interests of the company and all shareholders.

3. The impact of this issuance on the company’s operations, management and financial status

(1) The impact of this issuance on the company’s operations and management

The investment projects with funds raised this time include the industrialization project of biological dural repair materials (third generation dural patch), supplementary working capital and bank loan repayment projects. Among them, the industrialization project of biological dural repair materials (third generation dural patch) closely focuses on the company's core business of "regenerative medicine" and is an important measure for the company to improve its industrial layout and further enhance its core competitiveness. It will help the company seize market opportunities, optimize the business structure, further enhance the company's comprehensive profitability, and promote the company's rapid development; supplementing working capital and repaying bank loan projects will help reduce the company's asset-liability ratio, enhance the company's financial strength, effectively supplement working capital, and will help promote the development of the company's main business and support the company's future production and operation scale and business development.

This fundraising project is in line with relevant national industrial policies and the company's overall strategic direction, and has good development prospects. The implementation of this fundraising project closely focuses on the company's development strategy, enhances the company's overall competitiveness and risk prevention capabilities, consolidates and strengthens the company's market share and industry status, and enhances momentum for the company's sustainable development. Therefore, this issuance of shares to specific targets through simple procedures has positive significance for the company's operation and management, and is in the interests of the company and all shareholders.

(2) The impact of this issuance on the company’s financial status

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

After the funds raised this time are in place, the company's asset size will be significantly increased, its financial structure will be further optimized, and its financial strength and risk resistance capabilities will be substantially improved. Relying on the company's mature production technology and market foundation, the regenerative medical materials industrialization project is expected to contribute stable profit growth to the company after it is put into production; the company's asset-liability ratio will further decline, which will help optimize the capital structure and reduce financial expenses, allowing it to maintain strong financial resilience in a complex market environment, which is in line with the long-term interests of the company and all shareholders. After the funds raised this time are in place, there is a certain operating lag in generating economic benefits from the investment projects, so the company faces the risk of dilution of the return on net assets and earnings per share in the short term.

In terms of cash flow, after the completion of this issuance, the company's cash inflow from financing activities will increase. In the future, as the revenue from the regenerative medical materials project is released, the company's main business will gradually strengthen, and the cash inflow generated from operating activities is expected to further increase, thus ensuring the company's long-term and stable development in the field of biomedical materials.

4. Feasibility analysis conclusion on the use of funds raised this time

The investment project with funds raised this time closely focuses on the company's core business in the field of regenerative medical materials, which is in line with the country's strategic support direction for innovative medical devices and biopharmaceutical industries, and has good market development prospects and certain economic benefits. The smooth implementation of the investment project with funds raised this time can enhance the company's competitiveness in related fields, implement the company's strategic layout, improve profitability, and meet the company's long-term development needs and shareholders' interests. At the same time, this issuance will help the company optimize its capital structure, enhance its capital strength, and enhance its overall competitiveness. Therefore, the investment project with the funds raised this time is necessary and feasible.

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

Section 3 The Board of Directors’ discussion and analysis on the impact of this issuance on the company

  1. Changes in the company’s business and assets, articles of association, shareholder structure, and senior management structure after this issuance

(1) The impact of this issuance on the company’s business and assets

The investment projects with funds raised this time include the industrialization project of biological dural repair materials (third generation dural patch), supplementary working capital and bank loan repayment projects. Among them, the industrialization project of biological dural repair materials (third generation dural patch) closely focuses on the company's core business of "regenerative medicine" and is an important measure for the company to improve its industrial layout and further enhance its core competitiveness. It will help the company seize market opportunities, optimize the business structure, further enhance the company's comprehensive profitability, and promote the company's rapid development; supplementing working capital and repaying bank loan projects will help reduce the company's asset-liability ratio, enhance the company's financial strength, effectively supplement working capital, and will help promote the development of the company's main business and support the company's future production and operation scale and business development.

None of the investment projects deviated from the company's main business scope. It is an optimization and upgrade, strategic extension and capability enhancement of the existing core business. After the implementation of the project, it will further improve the company's entire regenerative medicine industry chain layout, enhance the competitiveness of core products and business operation efficiency, optimize the revenue structure and profit quality, and lay a solid foundation for the company's sustainable and healthy development.

(2) The impact of this issuance on the company’s articles of association

After the issuance is completed, the company's share capital will increase accordingly, and the shareholding ratio of the original shareholders will also change accordingly. The company will modify the relevant provisions in the company's articles of association according to the actual situation of the issuance, and handle industrial and commercial change registration.

(3) The impact of this issuance on the shareholder structure

After the completion of this issuance, the company's share capital will increase accordingly, the company's shareholder structure will change, and the shareholding ratio of the company's original shareholders will also change accordingly. This issuance will not lead to changes in the company's controlling shareholders or actual controllers.

(4) The impact of this issuance on the structure of senior management personnel

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

As of the announcement date of this plan, the company has no plans to adjust the senior management structure, and this issuance will not have a significant impact on the senior management structure. If the company plans to adjust its senior management structure in the future, it will strictly fulfill necessary legal procedures and information disclosure obligations in accordance with relevant regulations.

(5) The impact of this issuance on business structure

The investment projects raised by funds raised this time are closely centered on the company's main business and are closely related to the existing main business. After the implementation of the project, the company will form a dual-line layout with stable supply of existing products on sale and upgrade of third-generation products, optimize the production capacity structure and cost structure, and improve the overall profitability and sustainable operating capabilities of the biomaterials sector, which is in line with the company's long-term development needs and shareholders' interests; at the same time, this issuance will help the company optimize its capital structure, enhance capital strength, and enhance the company's comprehensive competitiveness. The company's business structure is not expected to change significantly after the completion of this issuance.

  1. Changes in the company’s financial status, profitability and cash flow after this issuance

(1) The impact of this issuance on the company’s financial status

After the completion of this issuance, the company's asset scale will be significantly increased, its financial structure will be further optimized, and its financial strength and risk resistance capabilities will be substantially improved. It is conducive to reducing the company's financial risks, improving the company's credit level, and providing a good guarantee for the company's subsequent development.

(2) The impact of this issuance on the company’s profitability

After the issuance is completed, the company's net assets and total equity will increase, which may lead to a certain degree of decline in financial indicators such as return on net assets and earnings per share in the short term. However, the projects to be invested with the funds raised in this issuance focus on the company's strategy and main business. The regenerative medical materials industrialization project is expected to contribute stable profit growth to the company after it is put into production based on the company's mature production technology and market foundation. After the completion of this issuance, the company's asset-liability ratio will further decline, which will help optimize the capital structure and reduce financial expenses, allowing it to maintain strong financial resilience in a complex market environment, which is in line with the long-term interests of the company and all shareholders.

(3) The impact of this issuance on the company’s cash flow

After the issuance is completed, the company's cash inflows from financing activities will increase. In the future, as the revenue from the regenerative medical materials project is released, the company's main business will gradually strengthen, and the cash inflow generated from operating activities is expected to further increase, thus ensuring the company's long-term and stable development in the field of biomedical materials.

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

  1. Changes in business relationships, management relationships, related transactions and horizontal competition between the company and its controlling shareholders and their related parties after this issuance

After the completion of this issuance, the business relationship and management relationship between the company and the controlling shareholder and its related parties will not change. This issuance will not create horizontal competition or new related transactions.

  1. After the completion of this issuance, whether the company’s funds and assets are occupied by the controlling shareholder, actual controller and their related parties, or whether the company provides guarantees for the controlling shareholder, actual controller and their related parties

After the completion of this issuance, the company will not have its funds or assets occupied by the controlling shareholder, actual controller and their related parties as a result of this issuance, nor will it provide guarantees to the controlling shareholder, actual controller or their related parties as a result of this issuance.

5. The impact of this issuance on the company’s liabilities

After the completion of this issuance, the company's total assets and net assets will increase simultaneously, which will further reduce the company's asset-liability ratio, improve its financial status and asset structure, and help improve the company's ability to resist risks and achieve long-term sustainable development. There will be no substantial increase in liabilities (including contingent liabilities) through this issuance.

6. Risk description related to this issuance

(1) Risks of policy changes

The medical device industry is directly related to the life and health of patients and is a key area of national supervision. In recent years, the country has continued to deepen the reform of the medical and health system. Policies cover the entire process of approval, registration, production, packaging, and sales of drugs and medical devices. Major policies such as adjustments to the medical insurance catalog, the "two-invoice system", and volume-based procurement have been implemented one after another. If the company fails to adapt to the latest changes in regulatory policies in a timely manner, it may face operating pressures such as product price restrictions and rising compliance costs, which will adversely affect the company's business development.

(2) New product development and registration risks

The industry in which the company operates is knowledge-intensive and highly dependent on continuous R&D investment and technological innovation. In order to maintain core competitiveness, the company needs to accurately grasp market demand and technological trends, and continuously promote the research and development of new technologies and new products. However, there is a possibility of direction deviation, excessive investment, delayed progress or even failure in the research and development process. At the same time, from the development of new medical implantable device products to obtaining the registration certificate from the State Food and Drug Administration, Guanhao Biotechnology Co., Ltd.'s 2026 stock issuance plan to specific objects through a simple procedure has to go through multiple links such as product industrial production, standard formulation, type inspection, animal experiments, clinical trials, application and registration, etc., and the overall cycle is relatively long. Among them, type inspection and registration approval are the responsibility of designated agencies and the Food and Drug Administration review center, and there is uncertainty in the cycle. Failure to obtain the product registration certificate as scheduled or ultimately failure to obtain the product registration certificate will affect the launch process of the company's new products, thereby adversely affecting future operating results.

(3) Animal disease risks

The raw materials of the company's main products on the market come from animal tissues, and their quality directly determines the stability and reliability of product quality. Currently, there is an adequate supply of high-quality animal tissues in China. The company has established a strict supplier evaluation and selection system and maintains long-term cooperation with qualified suppliers, enabling raw material procurement in multiple locations. However, if a large-scale nationwide animal disease breaks out, it may cause the company's supply of raw materials to be limited or product sales to be blocked, which will have an adverse impact on the company's production and operations.

(4) Implementation risks of investment projects with raised funds

The company's use of the funds raised this time is in line with national industrial policies and the company's overall strategic development plan in the future, which will help enhance the company's market competitiveness and operational capabilities. Although the company has conducted a rigorous feasibility study on the use of funds raised in this issuance, major changes in relevant industry policies, economic and market environment during the project development process may cause the investment project with raised funds to be unable to be completed or implemented smoothly as scheduled, thereby affecting the project progress or expected results.

(5) Risk of collection of accounts receivable

At the end of each reporting period, the book values of the company's accounts receivable were 61.1426 million yuan, 59.5457 million yuan, 52.4525 million yuan and 61.0625 million yuan respectively, accounting for 22.88%, 22.40%, 16.11% and 19.84% of the company's current assets in each period respectively. The amount of accounts receivable at the end of each period was relatively large. Although the company has adopted a prudent customer credit policy and based on the bad debt provision policies of comparable listed companies in the same industry, combined with the expected credit risk characteristics of customers, sales collections over the years and other factors, it has formulated a bad debt provision policy for accounts receivable and fully made bad debt provisions. However, if changes in the macroeconomic environment lead to a deterioration in customers' financial and capital conditions, it will increase the difficulty of collecting accounts receivable, and the company may face the risk that some amounts cannot be recovered, which will have an adverse impact on cash flow and capital turnover.

(6) Risk of inventory price decline

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

At the end of each reporting period, the book values ​​of the company's inventories were RMB 71.6015 million, RMB 78.459 million, RMB 77.7079 million and RMB 71.0028 million respectively, accounting for 10.55%, 10.40%, 9.63% and 9.02% of total assets respectively. If there are major adverse changes in product sales prices in the future, or adverse changes in market demand, the net realizable value of inventory may be lower than the book value, which will require the provision of inventory depreciation provisions, thereby affecting the company's profitability.

(7) Issuance approval risks

This issuance has been reviewed and approved at the 19th meeting of the company's sixth board of directors. It still needs to be reviewed and approved by the Shenzhen Stock Exchange and approved by the China Securities Regulatory Commission before being registered. There is uncertainty about whether this issuance can pass the above-mentioned approval procedures and the time when it will finally pass the approval. At the same time, during the approval process, if the company does not meet the issuance conditions or major changes in regulatory policies occur, the issuance plan may be adjusted, suspended or even unable to be implemented. Investors are reminded to pay attention to relevant risks.

(8) Risk of spot returns being diluted

After the issuance is completed, the company's total share capital and net assets will increase to a certain extent. Since the construction, commissioning and release of benefits of the projects invested with funds raised this time require a certain period of time, before the project benefits are fully realized, the company's net profit growth may not match the growth in share capital and net assets. The company's basic earnings per share, diluted earnings per share, weighted average return on equity and other current return indicators are at risk of being diluted in the short term. Although the company has formulated corresponding compensation measures for the dilution of current returns from this issuance, the compensation measures formulated are based on the current operating environment. If there are major adverse changes in the market environment in the future, the relevant measures will not be able to achieve the expected results as scheduled, and the company's current returns will still be at risk of being diluted.

(9) Risk of stock price fluctuations

The company's stocks are listed on the GEM of the Shenzhen Stock Exchange. The stock price is not only affected by fundamental factors such as the company's operating performance, financial status, and development prospects, but also by multiple factors such as domestic and foreign macroeconomic conditions, capital market liquidity, industry prosperity, investor sentiment, and major emergencies, and is subject to greater volatility. This issuance may have an impact on the secondary market price of the company's shares. If investors fail to fully understand the investment risks of the stock market, they may suffer investment losses.

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

Section 4 The Company’s Profit Distribution Policy and Implementation

1. Profit distribution policy in the "Articles of Association"

In accordance with relevant policy requirements such as the China Securities Regulatory Commission's "Guidelines for the Supervision of Listed Companies No. 3 - Cash Dividends by Listed Companies", in order to clarify the company's returns to shareholders and effectively protect the legitimate rights and interests of all shareholders, the company has formulated an effective dividend distribution policy. According to the currently effective "Articles of Association", the company's profit distribution policy is as follows:

(1) Form of profit distribution

The company implements a continuous, stable and positive profit distribution policy. The company's profit distribution should pay attention to reasonable returns to investors and take into account the company's sustainable development. The company distributes dividends in the form of cash, stocks or a combination of cash and stocks. The company will give priority to distributing dividends in cash. On the basis of considering the actual operating conditions, it can distribute dividends in the form of stocks or a combination of cash and stocks. Profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company's ability to continue operating.

(2) Conditions and proportions of profit distribution

The company mainly adopts a profit distribution policy of cash dividends, that is, if the company achieves profits in the current year and has distributable profits after making up for losses and withdrawing statutory reserves and surplus reserves in accordance with the law, if there is no major investment plan or major cash expenditures, the company shall distribute cash dividends; the company's profit distribution shall not exceed the range of cumulative distributable profits, and the cumulative profits distributed in cash in the past three years shall not be less than 30% of the average annual distributable profits achieved in the past three years. The company may distribute bonus shares while implementing the above-mentioned cash dividend distribution. The company's reserve fund is used to make up for the company's losses, expand the scale of production and operation, or increase the company's capital. When the statutory reserve fund is converted into capital, the remaining reserve fund will not be less than 25% of the company's registered capital before the increase. A major investment plan or major cash expenditure refers to one of the following situations:

  1. The company’s planned cumulative expenditure on external investment, asset acquisition or equipment purchase in the next twelve months reaches or exceeds 25% of the company’s latest audited net assets, and exceeds 50 million yuan;

  2. The company's planned cumulative expenditure on external investment, asset acquisition or equipment purchase in the next twelve months reaches or exceeds 20% of the company's most recent audited total assets.

(3) Decision-making procedures for profit distribution plans

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

The profit distribution plan must be reviewed and approved by the company's board of directors before being submitted to the shareholders' meeting for review. When the board of directors considers the profit distribution plan, it must be approved by a majority vote of all directors and by a vote of more than 1/2 of the company's independent directors. When the shareholders' meeting considers the profit distribution plan, it must be approved by more than 1/2 of the voting rights held by the shareholders attending the shareholders' meeting; when the shareholders' meeting votes, online voting methods should be provided to shareholders. When the company makes adjustments to the planned arrangements or principles for the use of retained undistributed profits, it shall resubmit to the board of directors and shareholders' meeting for approval in accordance with the above review procedures, and shall demonstrate and explain the reasons for the adjustment in detail in the relevant proposals.

(4) Adjustment of profit distribution policy

The company will formulate or adjust its shareholder return plan based on its actual situation and the opinions of shareholders (especially public investors) and independent directors. However, the company guarantees that the current and future shareholder return plans shall not violate the following principles: that is, if there is no major investment plan or major cash expenditures, the company shall distribute dividends in cash, and the cumulative profits distributed in cash in the past three years shall not be less than 30% of the average annual distributable profits achieved in the past three years.

2. The company’s profit distribution and use of undistributed profits in the past three years

(1) Profit distribution in the past three years

From 2023 to 2025, at the end of each period, the undistributed profits in the company's consolidated statements are lower than the undistributed profits of the parent company, and the undistributed profits in the consolidated statements at the end of each period are negative. According to the principle of distributable profits in the consolidated statement and the parent company's statement, whichever is lower, the company does not have the basic conditions to implement cash dividends at the end of each reporting period. Therefore, the company has not distributed profits in 2023, 2024 and 2025. The company’s cash dividends in the past three years have complied with the requirements of the Articles of Association and relevant laws and regulations, and have not harmed the interests of the company’s shareholders.

(2) Arrangements for the use of the company’s undistributed profits

In order to maintain the company's sustainable development, the company's retained undistributed profits are mainly used for its main business, expanding the existing business scale and promoting the company's sustainable development.

3. The company’s shareholder dividend return plan for the next three years (2026-2028)

In order to further improve and improve the company's decision-making procedures and mechanisms for profit distribution matters, actively reward investors, and guide investors to establish long-term investment and rational investment concepts, in accordance with the China Securities Regulatory Commission's "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies" and other relevant documents and the "Articles of Association" of Guanhao Biotechnology Co., Ltd. In 2026, the company formulated the "Shareholder Dividend Return Plan for the Next Three Years (2026-2028)" (hereinafter referred to as the "Plan") based on the relevant provisions of the plan to issue stocks to specific objects through simplified procedures and based on the company's actual situation. The main contents are as follows:

(1) Factors to consider in formulating shareholder dividend return planning

The company will focus on long-term and sustainable development. Based on comprehensive consideration of the actual situation and development goals of the enterprise, shareholder requirements and wishes, social capital costs, external financing environment and other factors, especially on the basis of fully considering and listening to the requirements and wishes of shareholders, especially small and medium-sized shareholders, the company will establish a sustained, stable and scientific return plan and mechanism for investors, and make institutional arrangements for dividend distribution to ensure the continuity and stability of the dividend distribution policy.

(2) Principles for formulating shareholder dividend return planning

The company shall formulate this plan in compliance with the provisions of the Company Law and other laws, regulations, normative documents and the Articles of Association, in line with the principle of taking into account the reasonable return on investment of investors and the sustainable and good development of the company, and at the same time fully consider and listen to the opinions of shareholders (especially public investors) and independent directors.

(3) Shareholder dividend return plan for the next three years (2026-2028)

  1. Profit distribution principle

The company's profit distribution should fully focus on reasonable investment returns for shareholders and take into account the company's sustainable development. Combined with the company's profitability and future development strategy, and on the premise of meeting the funds required for normal production and operation of the company, the company implements a positive, sustainable and stable profit distribution policy. The company's profit distribution shall not exceed the range of accumulated distributable profits, and shall not damage the company's ability to continue operating. If a company's shareholder illegally appropriates funds, the company shall deduct the cash dividends distributed by the shareholder to repay the funds occupied.

  1. Profit distribution method

The company distributes dividends in the form of cash, stocks or a combination of cash and stocks. The company will give priority to distributing dividends in cash. Based on the actual operating conditions, the company may distribute dividends in the form of stocks or a combination of cash and stocks.

  1. Cash dividend conditions

The company mainly adopts a profit distribution policy of cash dividends, that is, if the company achieves profits in the current year and has distributable profits after making up for losses and withdrawing statutory reserves and surplus reserves in accordance with the law, if there is no major investment plan or major cash expenditures occur, the company shall distribute cash dividends. Major investment plans or major cash expenditures refer to one of the following situations: (1) The company's cumulative expenditure on external investment, asset acquisition, or equipment purchase in the next twelve months reaches or exceeds 25% of the company's most recent audited net assets, and exceeds 50 million yuan; (2) The company's cumulative expenditure on external investment, asset acquisition, or equipment purchase in the next twelve months reaches or exceeds 20% of the company's most recent audited total assets.

  1. Time and proportion of cash dividends

If there are no major investment plans or major cash expenditures, if the company is profitable in the current year and the cumulative undistributed profits are positive, the cumulative profits distributed in cash in the past three years shall not be less than 30% of the average annual distributable profits achieved in the past three years. On the premise of complying with the principles of profit distribution and meeting the conditions for cash dividends, the company's board of directors combines the company's specific operating data, profit scale, cash flow status, development plan and capital needs in the next stage, and fully listens to the opinions of shareholders (especially small and medium shareholders) and independent directors. On the premise of complying with the profit distribution policy established in the company's articles of association, the company's board of directors carefully studies and demonstrates the timing, conditions and minimum ratio of the company's cash dividends and the requirements for decision-making procedures, etc., and proposes an annual or mid-term profit distribution plan.

  1. Conditions for stock dividend distribution

After the company meets the above cash dividend regulations, if the company's operating income and net profit grow rapidly, and the board of directors believes that the company's share capital size and equity structure are reasonable, it can propose and implement a stock dividend distribution plan. If profits are distributed in the form of stocks, the premise should be a reasonable cash dividend return to shareholders and the maintenance of an appropriate share capital scale, and comprehensive consideration should be given to real and reasonable factors such as the company's growth potential and the dilution of net assets per share.

  1. Review procedures for profit distribution plans

The profit distribution plan must be reviewed and approved by the company's board of directors before being submitted to the shareholders' meeting for review. When the board of directors considers the profit distribution plan, it must be approved by a majority vote of all directors and by a vote of more than 1/2 of the company's independent directors. When the shareholders' meeting considers the profit distribution plan, it must be approved by more than 1/2 of the voting rights held by the shareholders attending the shareholders' meeting; when the shareholders' meeting votes, online voting methods should be provided to shareholders. When the company makes adjustments to the planned arrangements or principles for the use of retained undistributed profits, it shall resubmit to the board of directors and shareholders' meeting for approval in accordance with the above review procedures, and shall demonstrate and explain the reasons for the adjustment in detail in the relevant proposals.

(4) The formulation cycle and adjustment mechanism of the shareholder dividend return plan for the next three years

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

  1. The company shall review the shareholder dividend return plan at least once every three years, and shall make appropriate and necessary modifications to the company's ongoing profit distribution policy based on the opinions of shareholders, especially small and medium-sized shareholders and independent directors, to determine the shareholder dividend return plan for that period.

  2. The company will maintain the continuity and stability of its dividend distribution policy. In the event of force majeure such as war, natural disasters, or major changes in the company's external operating environment that have a significant impact on the company's production and operations, or in the event of major changes in the company's own operating environment, the company may adjust its profit distribution policy. If the profit distribution policy needs to be adjusted, the protection of shareholders' rights and interests should be the starting point. The adjusted profit distribution policy must not violate the provisions of relevant laws, regulations and normative documents. The company's board of directors should fully consider the opinions of independent directors and small and medium-sized shareholders in the process of adjusting the profit distribution policy (amending the company's articles of association). When the board of directors considers and adjusts the profit distribution policy, it must be approved by a majority vote of all directors and more than 1/2 of the company's independent directors, and the audit committee must express its opinion. Proposals related to adjusting the profit distribution policy (amending the company's articles of association) must be reviewed and approved by the board of directors before being submitted to the shareholders' meeting for review. The proposals must be demonstrated and explained in detail in the shareholders' meeting proposal, and must be approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting.

  3. The company will formulate or adjust the shareholder dividend return plan based on its actual situation and combined with the opinions of shareholders (especially public investors) and independent directors. However, the company guarantees that the current and future shareholder return plans shall not violate the following principles: that is, if there is no major investment plan or major cash expenditures, the company shall distribute dividends in cash; if the current year is profitable and the cumulative undistributed profits are positive, the cumulative profits distributed in cash in the past three years shall not be less than 30% of the average annual distributable profits achieved in the past three years.

(5) Decision-making process for dividend return planning

Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, normative documents and the company's articles of association. This plan will be interpreted by the company's board of directors and will be implemented from the date of review and approval by the company's shareholders' meeting. Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

Section 5: The impact of this issuance on diluting spot returns and the specific measures to make up for it

1. The impact of this issuance’s dilution of spot returns on the company’s main financial indicators

(1) Assumptions affecting analysis

  1. It is assumed that there are no major changes in the macroeconomic environment, industrial policies, industry development status, product market conditions and company operating environment;

  2. Assume that the company completes this issuance at the end of August 2026 (this completion time is only used to calculate the impact of this issuance on spot returns, and does not constitute a commitment to the actual completion time. Investors should not make investment decisions based on this. If investors make investment decisions based on this and cause losses, the company will not be liable for compensation. The final time will be based on the actual completion time of this issuance registration by the China Securities Regulatory Commission);

  3. When predicting the company's total share capital, the company's total share capital of 265,155,700 shares as of the announcement date of this issuance plan is used as the basis, and only the impact of this issuance of shares is considered, and changes in the company's total share capital caused by other factors (such as capital reserve transfer to share capital, equity incentives, option incentive exercise, stock repurchase and cancellation, etc.) are not considered;

  4. The total amount of funds to be raised in this proposed issuance is 97.50 million yuan (including the principal amount), and the relevant issuance expenses are not considered for the time being; assuming that the number of shares to be issued is 8 million shares (not exceeding 30% of the company's total shares before the issuance, which is only used for simulation calculation and does not represent the actual issuance results), the total share capital after the issuance is completed will be 273.1557 million shares. The final number of issuances shall be based on the number of shares actually issued by the board of directors in accordance with the authorization of the shareholders' meeting, reviewed and approved by the Shenzhen Stock Exchange, and approved by the China Securities Regulatory Commission for registration;

  5. The company’s net profit attributable to the owners of the parent company in 2025 is 24.346 million yuan, and the net profit attributable to the owners of the parent company after deducting non-recurring gains and losses is 26.3119 million yuan. It is assumed that the net profit attributable to shareholders of the parent company and the net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses realized in 2026 are calculated according to the following three situations: ① Comparative The same in 2025; ② A year-on-year increase of 20% compared to 2025; ③ A year-on-year decrease of 20% compared to 2025 (the above data does not constitute a profit forecast and is only used to calculate the impact of this issuance of diluted current returns on major indicators. Investors should not make investment decisions based on this. If investors make investment decisions based on this and cause losses, the company will not be liable for compensation);

  6. The impact on the company's production and operation, financial status (such as operating income, financial expenses, investment income) and other aspects after the funds raised from this issuance are received will not be considered.

The above assumptions are only to test the impact of this issuance of diluted spot returns on the company's main financial indicators, and do not include Guanhao Biotechnology Co., Ltd.'s plan to issue stocks to specific objects through a simplified procedure in 2026.

It represents the company’s judgment on its operating conditions and financial status in the coming years and does not constitute a profit forecast. Investors

Investment decisions should not be made based on this information. If investors make investment decisions based on this and cause losses, the company will not be responsible for compensation.

liability. The company's profit and owner's equity data are ultimately based on the amount audited by an accounting firm.

Accurate.

(2) Impact on the company’s main financial indicators

Based on the above assumptions, the impact of this issuance of shares on the company's main financial indicators is calculated as follows:

Year 2025/December 2025 Year 2026/December 31, 2026

Project

March 31 Before this issuance After this issuance

Total share capital (shares) 265,155,701 265,155,701 273,155,701

Hypothesis 1: The net profit attributable to the parent company before and after deduction of non-profit items in 2026 will be the same as that of the previous year.

Attributable to parent company owners

24,346,028.28 24,346,028.28 Net profit of 24,346,028.28 (yuan)

After deducting non-recurring gains and losses

Net profit (yuan) attributable to owners of the parent company 26,311,919.29 26,311,919.29 26,311,919.29

Basic earnings per share (yuan/

0.09 0.09 0.09 shares)

Diluted earnings per share (yuan/

0.09 0.09 0.09 shares)

After deducting non-recurring gains and losses

Basic earnings per share (yuan 0.10 0.10 0.10/share)

After deducting non-recurring gains and losses

Diluted earnings per share (yuan/0.10 0.10 0.10 shares)

Hypothesis 2: In 2026, net profit attributable to the parent before and after non-deductions will increase by 20% year-on-year.

Attributable to parent company owners

24,346,028.28 29,215,233.94 Net profit of 29,215,233.94 (yuan)

After deducting non-recurring gains and losses

Net profit (yuan) attributable to owners of the parent company 26,311,919.29 31,574,303.15 31,574,303.15

Basic earnings per share (yuan/

0.09 0.11 0.11 shares)

Diluted earnings per share (yuan/

0.09 0.11 0.11 shares)

After deducting non-recurring gains and losses

Basic earnings per share (yuan 0.10 0.12 0.12/share)

After deducting non-recurring gains and losses

Diluted earnings per share (yuan/0.10 0.12 0.12 shares)

Hypothesis 3: Net profit attributable to the parent company before and after non-deduction in 2026 will decrease by 20% year-on-year

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through a simplified procedure belongs to the owners of the parent company

24,346,028.28 19,476,822.62 Net profit of 19,476,822.62 (yuan)

After deducting non-recurring gains and losses

Net profit (yuan) attributable to owners of the parent company 26,311,919.29 21,049,535.43 21,049,535.43

Basic earnings per share (yuan/

0.09 0.07 0.07 shares)

Diluted earnings per share (yuan/

0.09 0.07 0.07 shares)

After deducting non-recurring gains and losses

Basic earnings per share (yuan 0.10 0.08 0.08/share)

After deducting non-recurring gains and losses

Diluted earnings per share (yuan/0.10 0.08 0.08 shares)

Note: The earnings per share indicator is calculated in accordance with the relevant provisions of the "Information Disclosure and Preparation Rules for Companies that Offer Securities to the Public No. 9 - Calculation and Disclosure of Return on Net Assets and Earnings per Share".

2. Risk warning regarding the dilution of spot returns from this issuance

After the completion of this issuance, the company's total share capital and net assets will increase, and it will take a certain period of time to use the raised funds and generate benefits. In the case where the company's total share capital and net assets have increased, if the company's profits have not yet achieved a corresponding increase, the company's current returns in the year when this issuance is completed will be at risk of being diluted. In addition, once there are major changes in the assumptions of the foregoing analysis or the company's operating conditions, the possibility that this issuance will lead to changes in the dilution of current returns cannot be ruled out.

Investors are particularly reminded to invest rationally and pay attention to the risk that this issuance may dilute current returns.

At the same time, in the process of analyzing the dilutive impact of this issuance on current returns, the company's hypothetical analysis of the net profit attributable to the owners of the parent company in 2026 and the net profit attributable to the owners of the parent company after deducting non-recurring gains and losses are not the company's profit forecasts. The specific measures to fill the returns formulated to deal with the risk of dilution of current returns are not equivalent to guaranteeing the company's future profits, and investors should not make investment decisions based on this. If investors make investment decisions based on this and cause losses, the company will not be liable for compensation. Attention is drawn to investors.

3. Specific measures to make up for the current issuance’s dilution of immediate returns

In order to ensure the effective use of funds raised in this issuance, effectively prevent the risk of shareholders' immediate returns being diluted, and improve the company's ability to sustain returns in the future, after the completion of this issuance, the company will strengthen the promotion of investment projects, improve corporate governance, strengthen the management of raised funds, and strictly implement dividend policies. Guanhao Biotechnology Co., Ltd. will use simple procedures to issue stocks to specific objects in 2026. The company's plan will improve the company's operating efficiency to reduce the impact of this issuance on diluting immediate returns to shareholders. The specific measures the company plans to take are as follows:

(1) Strengthen the promotion of fundraising projects and achieve expected project returns as soon as possible

The funds raised this time will be used for the industrialization project of biological dural repair materials (third generation dural patch), supplementing working capital and repaying bank loans. The implementation of investment projects with funds raised from this issuance will help expand the company's market influence, further enhance the company's competitive advantages, enhance its sustainable development capabilities, and help realize and safeguard the long-term interests of shareholders.

The company will accelerate the construction of fundraising projects and strive to complete the fundraising projects as soon as possible to contribute to improving the company's operating performance and profitability and help fill the dilution of current returns to shareholders from this issuance.

(2) Continuously improve the level of corporate governance and provide institutional guarantee for the company’s development

The company will strictly abide by the requirements of laws, regulations and normative documents such as the Company Law, Securities Law, and Code of Corporate Governance for Listed Companies, constantly improve the corporate governance structure, ensure that shareholders can fully exercise their rights, and ensure that the board of directors can exercise their powers and make scientific and prompt decisions in accordance with laws, regulations and the company's articles of association. Make prompt and prudent decisions, ensure that independent directors can conscientiously perform their duties, safeguard the overall interests of the company, especially the legitimate rights and interests of small and medium-sized shareholders, ensure that the audit committee can effectively exercise the power of supervision and inspection of directors, managers and other senior managers and the company's finances, and provide institutional guarantees for the company's development.

(3) Strengthen the management of raised funds and ensure the standardized use of raised funds

The company has formulated a "Management System for the Use of Raised Funds" in accordance with the requirements of the Company Law, Securities Law and other laws and regulations, normative documents and the Articles of Association, which clearly stipulates the storage, use, purpose change, management and supervision of raised funds in special accounts. In order to ensure that the company uses the raised funds in a standardized and effective manner, after the funds raised from this issuance are received, the company's board of directors will continue to supervise the storage and use of the raised funds, and cooperate with the regulatory banks and sponsors in the inspection and supervision of the use of raised funds to ensure that the raised funds are used in a reasonable and standardized manner and to reasonably prevent risks in the use of raised funds.

(4) Strictly implement the dividend policy to ensure the return on the interests of the company’s shareholders

In order to further improve the company's dividend decision-making and supervision mechanism, enhance the transparency of the company's profit distribution, continuously, stably and scientifically reward investors, effectively protect the legitimate rights and interests of public investors, and guide investors to establish the concept of long-term investment and rational investment, the company's board of directors, in accordance with the "Company Law", "Listed Company Supervision Guidelines No. 3 - Cash Dividends of Listed Companies" and other laws, regulations and normative documents as well as the "Company Zhang Guanhao Biotechnology Co., Ltd. In accordance with the provisions of the "Plan Plan for the Issuance of Stocks to Specific Objects with Simple Procedures in 2026", the company's "Shareholder Dividend Return Plan for the Next Three Years (2026-2028)" was formulated, which further clarified and improved the company's profit distribution principles and methods, specific conditions, time and proportions of cash dividends, conditions for stock dividend distribution, and review procedures for profit distribution plans, and clarified the formulation cycle and adjustment mechanism of the shareholder dividend return plan for the next three years.

In the future, the company will continue to strictly implement the company's dividend policy, strengthen the investor return mechanism, ensure that the interests of the company's shareholders, especially small and medium shareholders, are protected, and strive to improve the level of shareholder returns.

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific targets through simple procedures

Section 6 Statement and Commitments of the Board of Directors Related to this Issuance

  1. Statement of the Board of Directors on whether there are other equity financing plans in the next twelve months in addition to this issuance

In addition to this issuance, within the next twelve months, the company's board of directors will determine whether to arrange other equity financing plans based on the company's capital structure, business development, and considering the company's financing needs and capital market development. If the company arranges equity financing in the future based on business development needs and asset and liability status, it will perform review procedures and information disclosure obligations in accordance with relevant laws and regulations.

2. Commitments made by relevant entities

(1) Commitments issued by the company’s controlling shareholders, persons acting in concert, and actual controllers

In order to ensure that the company's measures to make up for the dilution of current returns from this issuance are effectively implemented and to protect the interests of small and medium-sized investors, the company's controlling shareholders, their concerted actors, and actual controllers make the following commitments:

“1. I/the company shall not interfere with the company’s operation and management activities beyond its authority or misappropriate the company’s interests;

  1. From the date of issuance of this commitment to the completion of the company’s issuance, if the securities regulatory authorities make other new regulatory provisions regarding supplementary return measures and commitments, and the above commitments cannot meet the regulations of the securities regulatory authorities, I/the company promise to issue supplementary commitments in accordance with the latest regulations of the securities regulatory authorities;

  2. I/the company promise to earnestly implement the relevant compensation return measures formulated by the company and any commitments I/the company make regarding the compensation return measures. If I/the company violates these commitments and causes losses to the company or shareholders, I agree to bear corresponding legal responsibilities in accordance with the relevant provisions of laws, regulations and securities regulatory agencies;

  3. If you violate the above commitments or refuse to perform the above commitments, I/the company agree that securities regulatory agencies such as the China Securities Regulatory Commission and the Shenzhen Stock Exchange will impose relevant penalties or take relevant management measures on the person/the company in accordance with the relevant regulations and rules formulated or issued by them. "

(2) Commitments issued by the company’s directors and senior managers

In order to safeguard the legitimate rights and interests of the company and all shareholders and ensure that the company's supplementary return measures can be effectively implemented, the company's directors and senior managers promise as follows:

Guanhao Biotechnology Co., Ltd.’s 2026 stock issuance plan to specific objects through simplified procedures “1. I promise not to transfer benefits to other units or individuals for free or on unfair terms, nor to harm the interests of the company in other ways;

  1. I promise to restrict my own occupational consumption behavior;

  2. I promise not to use company assets to engage in investment or consumption activities unrelated to the performance of my duties;

  3. I promise that the remuneration system formulated by the company's board of directors or the remuneration and assessment committee will be linked to the implementation of the company's supplementary return measures;

  4. I promise that if the company implements an equity incentive plan in the future, the exercise conditions of the future equity incentive plan will be linked to the implementation of the company's top-up return measures;

  5. From the date of this commitment to the completion of the company’s issuance, if the China Securities Regulatory Commission and other securities regulatory agencies make other new regulatory provisions on supplementary return measures and commitments, and if the relevant content of this commitment cannot meet such regulations of the China Securities Regulatory Commission and other securities regulatory agencies, I promise to issue a supplementary commitment in accordance with the latest regulations of the China Securities Regulatory Commission and other securities regulatory agencies;

  6. I promise to earnestly implement the relevant supplementary return measures formulated by the company and any commitments I make regarding the supplementary return measures. If I violate these commitments and cause losses to the company or shareholders, I agree to bear corresponding legal liability in accordance with the relevant provisions of laws, regulations and securities regulatory agencies.

  7. If I violate the above commitments or refuse to perform the above commitments, I agree that securities regulatory agencies such as the China Securities Regulatory Commission and the Shenzhen Stock Exchange will impose relevant penalties on me or take relevant management measures in accordance with the relevant regulations and rules formulated or issued by them. "

Guanhao Biotechnology Co., Ltd. Board of Directors

April 29, 2026