Rip Biotech: Announcement on jointly investing with professional investment institutions to establish M&A industry funds and related transactions

Securities code: 300119 Securities abbreviation: Rip Biotech Announcement number: 2026-002

Rip Biotechnology Co., Ltd.

About jointly investing with professional investment institutions to establish M&A industry funds

Announcement of Related Transactions

The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and contains no false records, misleading statements or major omissions.

Special tips:

1. The partnership planned to be invested and established this time still needs to go through industrial and commercial registration and fund filing procedures, and there is still uncertainty about the specific implementation situation and progress.

2. M&A industry funds have the characteristics of long cycles and low liquidity. This investment may face the risk of a long payback period and difficulty in contributing profits to the company in the short term.

3. This investment may also be affected by multiple factors such as macroeconomics, industry cycles, regulatory policies, and the operation and management of the target company. There is a risk of failure to realize expected returns, failure to exit in a timely and effective manner, or even investment failure.

4. This investment is a joint investment by related parties, does not involve horizontal competition, and does not constitute a major asset restructuring.

1. Overview

(1) Basic situation

In order to promote the implementation of the company's core strategies, expand business boundaries and industry influence in key areas, and fully leverage the capital and resource advantages of professional institutions, Rip Biotech Co., Ltd. (hereinafter referred to as the "Company" and "Rip Biotech") announced on February 12, 2026 Japan and Haitong M&A (Shanghai) Private Equity Fund Management Co., Ltd. (hereinafter referred to as "Haitong M&A Capital"), Haitong Kaiyuan Investment Co., Ltd. (hereinafter referred to as "Haitong Kaiyuan Investment"), Gaoyou Industry Guidance Fund (Limited Partnership) (hereinafter referred to as "Gaoyou Industry Guidance Fund") and related parties Tianjin Ruisheng Private Equity Fund Management Co., Ltd. (hereinafter referred to as "Haitong Kaiyuan Investment") (hereinafter referred to as "Ruisheng Private Equity") signed the "Partnership Agreement of Jiangsu Cathay Haitong Ruipu M&A Industry Fund Partnership (Limited Partnership)" and plans to jointly invest in the establishment of Jiangsu Cathay Haitong Ruipu M&A Industry Fund Partnership (Limited Partnership) (tentative name, subject to the name approved by the market regulatory authority, hereinafter referred to as the "Partnership"). The partnership will focus on industrial investments in key areas such as animal health, synthetic biology, pets, and biomedicine. The total capital subscribed by the partnership is RMB 1 billion, of which the company, as a limited partner, contributed RMB 295 million with its own funds and self-raised funds, accounting for 29.50% of the total capital subscribed by the partnership.

(2) Related relationships

Ruisheng Private Equity is a company indirectly controlled by Mr. Li Shoujun, the company’s chairman, and Ms. Li Rui, a director. Ms. Li Rui serves as the chairman and manager of Ruisheng Private Equity. According to Article 7.2.3 of the "Shenzhen Stock Exchange GEM Stock Listing Rules" and other relevant regulations, Ruisheng Private Equity is a related legal person of the company, and this transaction constitutes a related transaction.

(3) Review status

The company held the second (temporary) meeting of the sixth board of directors on February 12, 2026 to review the "Proposal on Jointly Investing in the Establishment of M&A Industrial Funds and Related Transactions with Professional Investment Institutions". The proposal was passed with 7 votes in favor, 0 votes against, and 0 abstentions. Related directors Li Shoujun and Li Rui abstained from voting when the proposal was reviewed.

The proposal was passed by the company's first special meeting of independent directors in 2026 with 3 votes in favor, 0 votes against, and 0 abstentions. At the same time, the first meeting of the Strategy Committee of the sixth session of the Board of Directors of the Company also reviewed the proposal and passed it with 6 votes in favor, 0 votes against, and 0 abstentions. Chairman Li Shoujun recused himself from voting on this proposal. According to Article 7.2.8 of the "Shenzhen Stock Exchange's GEM Stock Listing Rules" and Article 39 of the "Shenzhen Stock Exchange's Self-Regulatory Supervision Guidelines for Listed Companies No. 7 - Transactions and Related Transactions" and the "Articles of Association" and other relevant regulations, this investment matter still needs to be submitted to the company's shareholders' meeting for review, and related parties who have an interest in the related transaction will abstain from voting. This investment does not constitute a major asset reorganization stipulated in the "Administrative Measures for Major Asset Restructuring of Listed Companies" and does not constitute a reorganization and listing. Industrial and commercial registration and fund filing procedures are still required.

(4) Other situation descriptions

Other partners, Haitong M&A Capital, Haitong Kaiyuan Investment, and Gaoyou Industry Guidance Fund, have no related relationships or other interest arrangements with the company, its controlling shareholders, actual controllers, shareholders holding more than 5% of the shares, directors, and senior managers. As of the disclosure date of this announcement, the above-mentioned partners do not hold shares of the company directly or indirectly.

Relationship between partners: Haitong M&A Capital and Haitong Kaiyuan Investment are both controlled by Cathay Haitong Securities Co., Ltd., and they have a concerted action relationship.

2. Basic information of partners

(1) General partner

1. Haitong M&A (Shanghai) Private Equity Fund Management Co., Ltd.

Unified social credit code: 91310000088604203Y

Enterprise type: Limited liability company (investment from Hong Kong, Macao and Taiwan, non-sole proprietorship)

Date of establishment: April 4, 2014

Registered capital: 100 million yuan

Registered address: Room A201-1, Building A, Building 16, No. 99, Huanhu West 1st Road, Nanhui New Town, Pudong New District, Shanghai

Legal representative: Chen Chao

Business scope: General projects: private equity investment fund management, venture capital fund management services (can only engage in business activities after completing registration with the Asset Management Association of China). (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law)

Equity structure:

Amount of capital subscribed

Serial number Shareholder name Shareholding ratio (10,000 yuan)

1 Haitong Kaiyuan Investment Co., Ltd. 5,100 51.00% 2 Shanghai Yiliu Industrial Corporation 1,600 16.00% 3 Shanghai Shangshi Health Medical Co., Ltd. 1,000 10.00% 4 Shanghai Huayi Group Investment Co., Ltd. 1,000 10.00% 5 Baiguan Investment Co., Ltd. 800 8.00% 6 Oriental International Venture Co., Ltd. 500 5.00%

Total: 10,000 100.00%

Actual controller: Shanghai State-owned Assets Supervision and Administration Commission

Investment field: Haitong M&A Capital was established in 2014. It is a private equity fund subsidiary of Cathay Haitong Securities that focuses on M&A investment. It is also one of the few fund managers in the domestic capital market that focuses on and specializes in M&A investment strategies. It has accumulated rich experience in various types of M&A transactions such as industrial M&A, cross-border M&A, privatization, MBO, listed company restructuring and subsidiary financing, and participating in the acquisition of listed companies. Its funds take Shanghai M&A funds as their core products, forming a "two horizontal and two vertical" fund layout including Shanghai M&A funds, regional flagship funds, industrial M&A funds and special M&A funds.

Filing status: Registered as a private equity fund manager with the Asset Management Association of China, the manager membership code is GC1900000892

After inquiry, as of the disclosure date of this announcement, Haitong M&A Capital is not a person subject to execution for dishonesty.

2. Related legal person: Tianjin Ruisheng Private Equity Fund Management Co., Ltd.

Unified social credit code: 91120116MA06PW9T0T

Business type: Limited liability company

Date of establishment: June 14, 2019

Registered capital: 10 million yuan

Registered address: No. 3-211-01, 3-211-02, Lingang Yiwan Plaza, Lingang Economic Zone, Binhai New District, Tianjin (Jiatuona (Tianjin) Business Secretary Co., Ltd. Trust No. 011)

Legal representative: Li Rui

Business scope: General projects: private equity investment fund management, venture capital fund management services (can only engage in business activities after completing registration with the Asset Management Association of China). (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law)

Equity structure:

Amount of capital subscribed

Serial number Shareholder name Shareholding ratio

(10,000 yuan)

1 Tianjin Ruipu Pharmaceutical Technology Co., Ltd. 700 70.00% 2 Tianjin Haihe Industrial Fund Management Co., Ltd. 300 30.00%

Total: 1,000 100.00%

Financial data: Ruisheng Private Equity's operating income in 2025 is 0 million yuan, and net profit is -1.3112 million yuan; as of December 31, 2025, net assets are 17.267 million yuan. (The above data has not been audited)

Historical evolution and business situation in the past three years: Ruisheng Private Equity was established in 2019, formerly known as "Tianjin Ruisheng Investment Management Co., Ltd.". On November 11, 2021, the name was changed to "Tianjin Ruisheng Private Equity Fund Management Co., Ltd."; it obtained a private equity fund manager license on July 4, 2022. Relying on the background of industrial shareholders and local guidance funds, Ruisheng Private Equity has built a professional fund investment management team, focusing on in-depth exploration of investment opportunities in the fields of biomedicine, synthetic biology and pets, and making equity investments with the dual goals of industrial construction and financial returns for investors.

Related relationships: Ruisheng Private Equity is a company indirectly controlled by Mr. Li Shoujun, the company’s chairman, and Ms. Li Rui, a director. Ms. Li Rui serves as the chairman and manager of Ruisheng Private Equity.

Private equity fund registration status: Ruisheng Private Equity has completed the registration and filing of private equity fund managers in July 2022, and the registration code is P1073638.

After inquiry, as of the date of disclosure of this announcement, Ruisheng Private Equity is not a person subject to execution for breach of trust.

(2) Limited partners

1. Haitong Kaiyuan Investment Co., Ltd.

Unified social credit code: 91310000681002684U

Enterprise type: Limited liability company (a sole proprietorship of a legal person that is not invested or controlled by a natural person)

Date of establishment: October 23, 2008

Registered capital: 5.5 million yuan

Registered address: Room 10-17, 14th Floor, No. 689 Guangdong Road, Huangpu District, Shanghai

Legal representative: Zhang Xiangyang

Business scope: General projects: Engage in equity investment business and other businesses permitted by the China Securities Regulatory Commission. (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law)

Shareholder status:

No. Name of shareholder Amount of subscribed capital (10,000 yuan) Shareholding ratio 1 Cathay Haitong Securities Co., Ltd. 550,000 100.00%

Total: 550,000 100.00%

Actual controller: Shanghai State-owned Assets Supervision and Administration Commission

Investment field: Haitong Kaiyuan Investment is a wholly-owned subsidiary of Cathay Haitong Securities that focuses on equity investment business. Since its establishment in 2008, the company has focused on its main investment business, focused on key industries, and served high-quality enterprises. It has managed more than 60 funds in total, with a management scale of more than 67 billion yuan. It has invested in more than 700 projects with an investment amount of more than 44 billion yuan, and has helped more than 130 companies successfully achieve IPOs.

Upon inquiry, it was found that Haitong Kaiyuan Investment was not a person subject to enforcement for breach of trust as of the disclosure date of this announcement.

2. Gaoyou City Industrial Guidance Fund (Limited Partnership)

Unified social credit code: 91321084MAE0W29698

Business type: Limited partnership

Date of establishment: September 27, 2024

Registered capital: 5 million yuan

Registered address: Room 2116, Financial Building, No. 108-1, Haichao Road, Gaoyou City

Executive Partner: Jiangsu Youcheng Jinchuang Investment Management Co., Ltd.

Business scope: General projects: venture capital investment (limited to investment in unlisted companies); equity investment (except for projects that require approval according to law, independently carry out business activities with a business license and in accordance with the law)

Partner status:

Amount of capital subscribed

Serial number Partner name Partner category Capital contribution ratio (10,000 yuan)

Gaoyou State-owned Assets Investment Management Holdings (Collection

1 limited partner 300,000 60.00%

Tuan) Co., Ltd.

2 Gaoyou State-owned Assets Investment and Operation Co., Ltd. Limited partner 195,000 39.00% 3 Jiangsu Youcheng Jinchuang Investment Management Co., Ltd. Executive partner 5,000 1.00%

Total: 500,000 100.00%

Actual controller: Gaoyou City Financial Comprehensive Service Center (Gaoyou City State-owned Assets Management Center). Investment areas: Mainly five industrial clusters - new energy, new materials, new generation information technology, high-end equipment and life and health industry clusters, and 11 industrial chains - photovoltaics, energy storage (hydrogen energy), composite materials, smart lighting, smart terminals, professional equipment, special cables, auto parts, power tools, new food and biomedicine.

After inquiry, as of the disclosure date of this announcement, Gaoyou Industrial Guidance Fund is not a person subject to execution for breach of trust.

3. Basic information on the proposed establishment of a partnership

1. Name of partnership: Jiangsu Cathay Haitong Ruipu M&A Industry Fund Partnership (Limited Partnership)

2. Enterprise type: limited partnership

3. Main business place: Room 2102, No. 108-1, Haichao East Road, Gaoyou City

4. Business scope: Use private equity funds to engage in equity investment, investment management, asset management and other activities (business activities must be completed after completing registration with the Asset Management Association of China) (except for projects that require approval according to law, business activities can be carried out independently with a business license in accordance with the law). (Subject to the business scope registered with the market supervision and management department).

5. Partners and capital contribution: For details, please refer to "IV. Main contents of the partnership agreement/7. List of all partners and capital contribution table" in this announcement.

The above information is subject to the final approval and registration results of the market supervision and management department.

4. Main contents of partnership agreement

1. Name of the partnership: Jiangsu Cathay Haitong Ruipu M&A Industry Fund Partnership (Limited Partnership).

2. Organizational form of partnership and partners’ responsibilities

The organizational form of a partnership is a limited partnership, which is a voluntary operating enterprise formed in accordance with applicable laws and regulations and the provisions of this Agreement. Limited partners bear liability for the debts of the partnership to the extent of their subscribed capital contributions; general partners bear unlimited joint and several liability for the debts of the partnership.

3. Purpose of partnership

The partnership is mainly oriented to support the development of real industries, focusing on mergers and acquisitions integration projects. The Partnership shall have the right to take any action necessary and appropriate to further such purposes, and the Managing Partner may exercise all such powers on behalf of the Partnership in accordance with this Agreement.

4. Investment direction

The partnership is mainly oriented to support the development of real industries, focusing on enterprises or targets related to the main business industry chain of Ruipu Biotech, including but not limited to mergers and acquisitions and integration projects in the fields of animal health, synthetic biology, pets, biomedicine and other fields.

5. The operating period of the partnership

The operating period of a partnership enterprise is 8 years from the date when the partnership enterprise's business license is first issued, calculated from the date when the partnership enterprise completes the establishment registration, obtains the business license, and is formally established in accordance with the law. The investment period of this partnership is 5 years, starting from the date when the fund registration is completed by the Asset Management Association of China; the exit period is 2 years, starting from the expiration of the investment period. After the expiration of the investment period, the partnership shall not carry out any investment activities except for continuing activities. If there are still existing projects after the withdrawal period, it can be extended with the consent of the partners' meeting, no more than one year at a time, and no more than once at most.

6. Capital subscription

The target fundraising target of this partnership is RMB 1,000,000,000, and the general partners and limited partners will jointly contribute capital to establish the partnership. After the first phase of the partnership's paid-in capital contribution is completed, the manager will announce the establishment of the fund. Unless otherwise agreed in this Agreement, all partners shall contribute capital in RMB cash.

7. List of all partners and capital contribution table

Amount of capital subscribed

Serial number Partner name Partner category Capital contribution ratio (10,000 yuan)

general partner, executive

Haitong M&A (Shanghai) Private Equity Fund Management Co., Ltd.

1 Partner, 500 0.5% Limited Company

manager

2 Tianjin Ruisheng Private Equity Fund Management Co., Ltd. General partner 500 0.5%

3 Haitong Kaiyuan Investment Co., Ltd. Limited partner 20,500 20.5%

4 Ruipu Biotechnology Co., Ltd. Limited partner 29,500 29.5% 5 Gaoyou Industrial Guidance Fund (limited partnership) Limited partner 49,000 49%

Total: 100,000 100.00%

8. Management of partnership enterprises

A partnership entrusts an executive partner to manage partnership affairs. The executive partner represents the partnership and exercises management powers, and has the right to manage and operate the partnership and its affairs in his own name or in the name of the partnership. The remaining partners (including general partners and limited partners) do not perform partnership affairs and have no authority to represent the partnership in matters related to the management and operation of the partnership.

9. Partnership investment decision-making mechanism

All partners authorize the manager to set up a five-member fund establishment committee and a five-member investment decision-making committee within the partnership. Investment and exit decisions for partnership projects shall be made and approved by the Investment Decision Committee. The specific powers of the Investment Decision Committee include:

(1) Approve the investment plan of the partnership investment project;

(2) Approval of the withdrawal of the partnership’s investment projects, and draft a distribution plan and submit it to the manager for implementation;

(3) Other powers stipulated in the partnership agreement.

10. Investment exit methods

When the executive partner performs partnership affairs and sells or otherwise disposes of investments in the partnership, he may choose applicable exit strategies in accordance with the law, including but not limited to: sale of the enterprise, share exchange, equity transfer, listing, obtaining interest on debt investment, recovery of principal, repurchase, liquidation and other methods deemed appropriate by the investment decision-making committee.

11. Partnership income distribution

The net income of a partnership is the after-tax balance after deducting the expenses that can be deducted from the income of the partnership in accordance with relevant regulations (except income tax, which will be paid separately by the partners). It is divided into two categories: project disposal income and non-project disposal income.

(1) If there is any remaining non-project disposal income (if any) of the partnership after deducting the partnership expenses, it will be distributed according to the proportion of each partner’s paid-in capital contribution, and the investment decision-making committee will decide on the specific distribution plan.

(2) If the partnership has project disposal income, the project disposal income will be distributed according to the project exit time, and the longest period should not exceed 30 working days from the date of all project exits.

12. Legal effect

This agreement is established after being signed by the legal representatives/responsible persons of each party or their authorized representatives and stamped with the company's official seal. It will come into effect after being reviewed and approved by the Rip Biotech shareholders' meeting, and the manager has completed all internal decision-making procedures and has been reviewed and approved by the board of directors. If relevant laws require that this Agreement cannot take effect until relevant approval is obtained, this Agreement will take effect upon such approval. The partnership shall not start investment operations (except for idle fund management) before the partnership obtains a business license and completes private equity fund registration.

5. Other instructions

1. The company’s controlling shareholders, actual controllers, shareholders holding more than 5% of the shares, as well as the company’s directors and senior managers did not participate in the investment fund share subscription, nor did they hold positions in the investment fund.

2. The company’s cooperation with professional investment institutions this time will not lead to horizontal competition.

3. Accounting treatment of funds by listed companies: Partnerships are not included in the scope of the company's consolidated statements. The company conducts accounting for the partnership in accordance with the "Accounting Standards for Business Enterprises No. 2 - Long-term Equity Investment" and relevant regulations.

4. Does Rip Biotech have a veto power over the proposed investment target of the partnership: No

5. In the twelve months before this joint investment with professional investment institutions, the company did not use the super-raised funds to permanently supplement working capital.

6. Investment purpose, impact on the company and existing risks

(1) Investment purpose and impact on the company

The company's participation in the establishment of a partnership is in line with the company's core development strategy. It focuses on industrial mergers and acquisitions in key areas such as animal health, synthetic biology, pets, and biomedicine. It will help the company deepen its strategic layout in key industries, strengthen industrial synergy, and lay the foundation for subsequent business expansion and industry influence.

This investment was funded with its own funds and self-raised funds. On the premise of ensuring the steady development of the company's main business, on the one hand, it relied on the management team, mature investment experience and perfect risk control system of professional investment institutions such as executive partners to improve the scientificity of investment decisions and the quality of project implementation; on the other hand, it relied on the financial advantages of government guidance funds to broaden investment scenarios, obtain diversified capital support, and further optimize the company's capital allocation efficiency.

This investment will not affect the company's normal production and operation activities, nor will it have a significant adverse impact on the company's financial and operating conditions.

(2) Existing risks

M&A industry funds have the characteristics of long cycles and low liquidity. This investment may face the risk of a long payback period and difficulty in contributing profits to the company in the short term. At the same time, this investment may also be affected by multiple factors such as macroeconomics, industry cycles, regulatory policies, and the operation and management of the target company. There is a risk of failure to realize expected returns, failure to exit in a timely and effective manner, or even investment failure.

In response to the above risks, the company will continue to pay attention to the operation of the partnership and the promotion of investment projects, track the operation and management dynamics of investment targets, urge executive partners to strengthen risk prevention and control, effectively ensure the safety of investment funds, and safeguard the legitimate rights and interests of the company and all shareholders. The company will perform its information disclosure obligations in a timely manner based on the progress of the matter and in strict accordance with the requirements of laws and regulations.

7. The total amount of various related transactions that have occurred with the related party from the beginning of the year to the disclosure date

The total amount of various related transactions that have occurred with this related party (including other related parties that are controlled by the same entity or have a mutual control relationship) from the beginning of the year to the disclosure date is 8.0234 million yuan.

8. Documents for reference

1. Resolution of the second (extraordinary) meeting of the sixth board of directors;

2. Resolution of the first special meeting of independent directors in 2026;

3. "Partnership Agreement".

Announcement is hereby made.

Board of Directors of Ruipu Biotechnology Co., Ltd.

February 12, 2026