/Plan for issuance of A shares to specific targets in 2025 (revised draft)

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Plan for issuance of A shares to specific targets in 2025 (revised draft)

Shanghai Stock Exchange

2025/10/23

Securities code: 603717 Securities abbreviation: Tianyu Biotechnology

Tianyu Biotechnology Co., Ltd.’s annual stock issuance plan to specific targets

2025A

(revised draft)

October 2025

Issuer Statement

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, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents of this plan.
This plan is prepared in accordance with the requirements of laws, regulations and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Measures for the Administration of Securities Issuance Registration of Listed Companies.
After the completion of this issuance of stocks to specific objects, the company will be solely responsible for changes in the company's operations and income; investors will be solely responsible for the investment risks arising from this issuance of stocks to specific objects.
This plan is the company’s board of directors’ explanation of the issuance of shares to specific targets. Any statement to the contrary is an untrue statement.
If investors have any questions, they should consult their stockbrokers, lawyers, professional accountants or other professional advisors.
The matters described in this plan do not represent the substantive judgment, confirmation, approval or verification of the matters related to the issuance of stocks to specific objects by the approval authority. The effectiveness and completion of the matters related to the issuance of stocks to specific objects described in this plan are subject to review and approval by the Shanghai Stock Exchange and approval by the China Securities Regulatory Commission before registration.

Special reminder

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

Matters related to the issuance of shares to specific objects have been reviewed and approved at the 43rd meeting of the company’s fourth board of directors, the second meeting of the fifth board of directors, and the third extraordinary general meeting of shareholders in 2025. This issuance of stocks to specific targets still needs to be reviewed and approved by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission before it can be implemented. After the China Securities Regulatory Commission agrees to register, the company will apply to the Shanghai Stock Exchange and China Securities Depository and Clearing Corporation Shanghai Branch for stock issuance, registration and listing matters.
The target of this issuance of stocks to a specific target is Enterprise Daoyun Assets controlled by the company’s actual controller Luo Weiguo, and the target of the issuance subscribes for the company’s shares in this issuance in RMB cash. The issuer and the company signed a conditionally effective share subscription agreement. This issuance of shares to specific objects constitutes a related transaction.
The total amount of funds raised by this issuance of shares to specific targets shall not exceed RMB 465.2353 million (including the principal amount). The net amount of funds raised after deducting relevant issuance expenses is intended to be used entirely to supplement working capital and repay debts.
The number of A shares issued to specific objects this time will not exceed 71,028,297 shares (including the principal number), and the upper limit of the number of shares issued will not exceed 30% of the company's total share capital before the issuance. The final number of issuances shall be subject to the registration approval document of the China Securities Regulatory Commission for this issuance.

If the company's shares change during the period from the announcement date of the board of directors' resolution of this issuance to the issuance date, the conversion of capital reserves into share capital, the issuance of new shares or allotments, equity incentives, stock repurchases and cancellations, etc., the upper limit of the number of shares in this issuance will be adjusted accordingly.

Within the above scope, the company's board of directors will negotiate with the sponsor (lead underwriter) to determine the final issuance quantity based on the authorization of the shareholders' meeting and relevant regulations such as the "Measures for the Administration of Securities Issuance Registration of Listed Companies", changes in regulatory policies or requirements for issuance registration documents, and the actual subscription situation.

The pricing base date for this issuance of stocks to specific objects is the date of announcement of the resolution of the 43rd meeting of the fourth session of the Board of Directors. The issuance price is 6.55 yuan per share, which is no less than 80% of the company’s average stock trading price in the 20 trading days before the pricing base date (the average stock trading price 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 the company's stock undergoes ex-rights and ex-dividend events such as dividend distribution, bonus shares, capitalization of capital reserves, etc. between the pricing base date and the issuance date, the issuance price of this issuance to specific objects will be adjusted accordingly.
After this issuance of stocks to specific objects, the actual controller of the company is still Luo Weiguo. This issuance does not constitute a major asset reorganization, will not cause a change in the company's control, nor will it cause the company's equity distribution to be ineligible for listing.
The shares subscribed for this issuance by the issuance target in cash shall not be transferred within 18 months from the date of completion of this issuance. The shares obtained by the issuance target from the current issuance of the company's shares due to the company's bonus shares, allotment of shares, conversion of capital reserve into share capital, etc. shall also comply with the above share locking arrangements. After the lock-up period ends, the transfer and trading of the shares subscribed by the issuance objects shall be handled in accordance with the laws and regulations in effect at that time and the rules of the Shanghai Stock Exchange.
After the issuance of shares to specific objects is completed, the undistributed profits accumulated before the issuance will be shared by the company's new and old shareholders in proportion to the shares after the issuance. In order to further standardize and improve the company's profit distribution policy, establish a scientific, sustainable, stable and transparent dividend decision-making and supervision mechanism, and actively reward investors, in accordance with the State Council's "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), "Listed Company Supervision Guidelines No. 3 - Cash Dividends of Listed Companies" (China Securities Regulatory Commission Announcement [2025] 5 No.) and the "Articles of Association" and other relevant documents, and taking into account factors such as the company's profitability, the company's business development plan, shareholder returns and the external financing environment, the company has specially formulated the "Shareholder Return Plan for the Next Three Years (2025-2027)". For details on the profit distribution and cash dividend policies, please refer to “Section 7 Explanation of the Board of Directors on the Profit Distribution Policy and Cash Dividends” of this plan.
After the issuance of shares to specific targets is completed, the company's total share capital will increase, and there is a risk that shareholders' immediate returns will be diluted. For details on the analysis of diluted immediate returns from the issuance of stocks to specific objects and measures to fill the returns, please refer to "Section 8 Analysis of diluted immediate returns from the issuance of stocks to specific objects" of this plan. Investors are hereby reminded to pay attention to these risks. Although the company has formulated supplementary return measures to deal with the risk of immediate returns being diluted, the supplementary return measures formulated do not guarantee the company's future profits. 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.
The validity period of this resolution to issue shares to specific objects is twelve months from the date of review and approval by the company’s shareholders’ meeting.
Investors are particularly reminded to carefully read the relevant contents of "Section 6 Risk Description Related to the Stock Issuance" of this plan and pay attention to investment risks.
The company will pay close attention to changes in laws, regulations and related policies. If before this issuance, the regulatory authorities adjust and implement relevant regulations and policies for listed companies to issue stocks to specific objects, the company will promptly perform relevant review procedures and adjust, improve and promptly disclose the specific terms of this plan to issue stocks to specific objects in accordance with the adjusted relevant policies.

1. Basic information of the issuer

Company Name Tianyu Biotechnology Co., Ltd.

English name TianYuBio-TechnologyCo.,Ltd.

Unified social credit code 91500105450401338Q

Date of establishment: June 21, 2000

Listing date: March 27, 2017

Stock listing place Shanghai Stock Exchange

Stock abbreviation Tianyu Biotech

Stock code 603717

Legal representative Meng Zhuowei

Secretary of the Board of Directors Meng Zhuowei

Registered capital 290.14624 million yuan

Registered address: Room 1206, Building 3, No. 25 Juxian Street, Jiangbei District, Chongqing

Office address: 2nd floor, Building C4, Bay Valley Science and Technology Park, Lane 1688, Guoquan North Road, Yangpu District, Shanghai

Postal code 200433

Contact number 021-65236319

Contact fax 021-65236319

Company website http://www.tygf.cn

Email [email protected]

Licensed projects: construction project construction; construction project design; forest seed production and operation. (Projects that require approval according to law can only be carried out with the approval of relevant departments. Specific business projects are subject to the approval documents or licenses of relevant departments) General projects: technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; fermentation process optimization technology research and development; business scope Soil pollution control and restoration services; conference and exhibition services; development and operation of rural folk crafts and products, leisure agriculture and rural tourism resources; artificial afforestation; tree planting and operation; intelligent agricultural management; property management; leasing services (excluding licensed leasing services); ecological restoration and ecological protection services; water pollution control; urban greening management; sales of photovoltaic equipment and components; sales of batteries; sales of special electronic equipment. (Except for projects that require approval according to law, with a business license

Carry out business activities independently in accordance with the law)

2. The background and purpose of this issuance to specific targets

(1) Background of this issuance of stocks to specific objects

The macroeconomic situation is severe and the gardening industry is under pressure

Since 2021, the environment for the garden ecology industry has become increasingly severe. From the perspective of the external environment, the geopolitical situation at home and abroad is complex, and the downward pressure on the domestic economy is increasing. From the perspective of the industry environment, due to the government's reduction in debt scale and the transformation of development models, some existing government investment projects are facing problems such as difficulty in collecting payments. The traditional transformation directions of "garden + ecology" and "garden + tourism" have high capital investment and long investment recovery cycle, which cannot solve the current dilemma of high debt and tight cash flow of enterprises. On the other hand, the trend of nationalization of the leading garden industry is still continuing, and the industry competition pattern has undergone major changes. Garden companies are faced with the choice of refining their main business, becoming state-owned, or exploring transformation operations.

New energy development enters a new stage

In October 2021, the "Carbon Peak Action Plan before 2030" issued by the State Council pointed out that we will vigorously develop new energy, comprehensively promote large-scale development and high-quality development of wind power and solar power, adhere to both centralized and distributed development, and accelerate the construction of wind power and photovoltaic power generation bases. By 2030, the total installed capacity of wind power and solar power will reach 12 More than 100 million kilowatts; actively develop "new energy + energy storage", integration of source, grid, load and storage, and multi-energy complementation, and support the rational allocation of energy storage systems for distributed new energy. By 2025, the installed capacity of new energy storage will reach more than 30 million kilowatts, and the photovoltaic coverage rate on the rooftops of new public institutional buildings and new factories will strive to reach 50%. According to official data from the National Energy Administration, the country's newly installed photovoltaic capacity in 2024 will be 277.57GW, a year-on-year increase of 28.33%, and the cumulative installed capacity has reached 885.68GW. Photovoltaic has become China's second largest power source in terms of installed capacity after thermal power. Among them, the newly installed capacity of distributed photovoltaic is 118.18GW, accounting for about 42.58%, which is one of the main forces for the growth of photovoltaic installed capacity.

The requirements for improving quality and efficiency in the ecological agriculture, animal husbandry and food industry are gradually increasing, and are developing in the direction of integration, standardization, intensification and intelligence.

The ecological agriculture, animal husbandry and food industry is a traditional industry in my country, with the characteristics of huge industry capacity and low production concentration. In recent years, the ecological agriculture, animal husbandry and food industry has been in the stage of technological competition, quality and efficiency improvement, and is developing in the direction of integration, standardization, intensification and intelligence, which has put forward higher requirements for working capital.

(2) The purpose of issuing shares to specific objects this time

Increase the actual controller’s shareholding ratio, stabilize the company’s equity structure, and enhance market confidence.

This issuance is fully subscribed by Daoyun Assets controlled by the company's actual controller Luo Weiguo. The proportion of the company's equity held and controlled by the company's actual controller will be increased, which will help further enhance the stability of the company's control. At the same time, the fact that Daoyun Assets, controlled by the company's actual controller, fully subscribed for the shares issued this time shows the actual controller's confidence in the company's future development prospects and provides strong financial support for the company's subsequent development, which is conducive to maintaining the company's market image, enhancing the company's overall investment value, and in line with the interests of the company and all shareholders.

Improve capital structure, enhance risk resistance and financial stability

During the reporting period, the company's asset-liability ratio was relatively high, with 59.13%, 74.51%, 77.96% and 75.62% respectively at the end of each period. Since 2023, the company's asset-liability ratio has exceeded 70%. At the end of the above reporting period, the company's current ratio was 1.69 times, 1.31 times, 1.08 times and 1.01 times respectively. Since 2023, the company's current ratio has continued to be at a low level. The company currently has a high asset-liability ratio and weak short-term solvency, and faces greater pressure on debt repayment and liquidity.

In addition, in order to promote the long-term high-quality development of the company's main business, improve the intelligence and digitalization level of the company's ecological agriculture, animal husbandry, food and ecological energy business, improve input-output efficiency, improve the industrialization and self-sufficiency rate of agricultural breeding, and achieve the improvement of quality and efficiency of the main business, the company's demand for funds for future development will further expand.

The funds raised from this issuance of shares to specific targets will be used to supplement working capital and repay debts, which will help raise funds needed for the company's business development. After the issuance is completed, the company's capital structure will be optimized and its ability to continue operating will be enhanced.

3. Issuance objects and their relationship with the company

The target of this issuance of stocks to specific targets is the enterprise Daoyun assets controlled by Luo Weiguo, the actual controller of the company.

4. Basic situation of this issuance

(1) Type and par value of shares issued

The types of stocks issued to specific targets 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 will all be carried out by issuing A shares to specific objects. The issuance will be issued to specific objects at an appropriate time within the validity period of the approval approved by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission for registration. If national laws, regulations and other systems have new regulations on this, the company will make adjustments according to the new regulations.

(3) Issuance objects and subscription methods

The target of this issuance of stocks to specific targets is Daoyun Assets controlled by Luo Weiguo, the actual controller of the company.

The objects of this issuance subscribe for the shares in this issuance in cash.

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

According to the "Registration and Management Measures for Securities Issuance of Listed Companies" and other relevant regulations, the pricing base date for this issuance is the date of announcement of the company's board of directors resolution on this issuance of stocks (i.e., the announcement date of the resolution of the 43rd meeting of the fourth board of directors: August 27, 2025). The issuance price shall be no less than 80% of the company's average stock trading price in the 20 trading days before the pricing base date (the average stock trading price 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).

According to the above provisions, after consensus reached by both parties, the issuance price was determined to be 6.55 yuan per share, which was no less than 80% of the average trading price of the company's stock in the 20 trading days before the pricing base date. If the company's stock is ex-rights and dividend-free between the pricing base date and the issuance date, such as dividend distribution, bonus shares, capital reserve conversion to share capital, etc., the lowest price of this issuance will be adjusted accordingly according to the following methods. The adjustment formula is:

Distribute cash dividends:

P1=P0-D

Send bonus shares or convert to share capital:

P1=P0/(1+N)

Do both at the same time:

P1=(P0-D)/(1+N)

Among them, P0 is the issuance price before adjustment, P1 is the issuance price after adjustment, the cash dividend per share is D, and the number of bonus shares or capitalization per share is N.

(5) Issuance quantity

The number of A shares issued to specific objects this time was originally planned to be no more than 80,417,610 shares (including the original number). Considering that the company continues to use the idle previous raised funds of no more than RMB 61.5 million to temporarily replenish the company's working capital, after deducting the impact of this part of the previous raised funds to temporarily replenish working capital, the number of A shares issued to specific objects this time is determined to be no more than 71,028,297. shares (including the principal number), the upper limit of the number of shares issued shall not exceed 30% of the company's total share capital before this issuance, and the final number of issuance shall be subject to the registration approval document of the China Securities Regulatory Commission for this issuance.

(6) Arrangement of sales restriction period

After the issuance is completed, the shares subscribed by the issuance targets shall not be transferred within 18 months from the date of completion of the issuance. If national laws, regulations, rules, normative documents and securities regulatory agencies have the latest regulations, regulatory opinions or review requirements on the restricted sales period of the shares issued this time, the company will make corresponding adjustments to the restricted sales period based on the latest regulations, regulatory opinions or review requirements.

The reduction of holdings of the stocks subscribed for this time by the issuance target after the expiration of the lock-up period must comply with relevant laws, regulations, normative documents, and relevant regulations of securities regulatory agencies.

The stocks subscribed for this time by the issuance target, and the stocks derived from the company's distribution of stock dividends, transfer of capital reserves to share capital, etc., shall also comply with the above-mentioned lock-up period arrangements.

(7) Scale and purpose of raised funds

The number of A shares issued to specific objects was originally planned to be no more than 80,417,610 shares (including the principal number), and the total amount of funds raised was originally planned to be no more than RMB 526.7353 million (including the principal number). Considering that the company continues to use the idle previous raised funds of no more than RMB 61.5 million to temporarily supplement the company's working capital, after deducting the impact of this part of the previous raised funds to temporarily replenish working capital, this issuance of A shares to specific objects The number of shares is determined to be no more than 71,028,297 shares (including the principal number), and the total amount of funds raised shall not exceed RMB 465.2353 million (including the principal number), and shall be subject to the registration approval document of the China Securities Regulatory Commission for this issuance. All funds raised from this issuance, after deducting relevant issuance expenses, will be used to supplement working capital and repay debts.

(8) Place of listing

The stocks issued to specific objects this time will be listed and traded on the Shanghai Stock Exchange after the lock-up period expires.

(9) Arrangements for rollover of undistributed profits before this issuance to specific objects

After the issuance of shares to specific objects is completed, the undistributed profits accumulated before the issuance will be shared by the company's new and old shareholders in proportion to their shares after the issuance.

(10) Validity period of this issuance resolution

The resolution of the shareholders' meeting on this issuance is valid for twelve months from the date this proposal is submitted to the company's shareholders' meeting for review and approval.

5. Whether this issuance constitutes a related transaction

The target of this issuance of stocks to a specific target is Enterprise Daoyun Assets controlled by Luo Weiguo, the actual controller of the company. This issuance to a specific target constitutes a related transaction.

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

Before this issuance, Luo Weiguo held 12.84% of the issuer's equity and was the actual controller of the company.

The object of this subscription is Daoyun Assets controlled by the actual controller Luo Weiguo. Calculated based on the upper limit of this stock issuance, that is, Daoyun Assets has subscribed for 71,028,297 shares. After the issuance is completed, Luo Weiguo will control 29.98% of the voting rights of the issuer's shares and will remain the actual controller of the company. This issuance will not cause a change in the company's control.

Whether this issuance constitutes a major asset reorganization and may result in an equity distribution that does not meet the listing conditions

This issuance to specific objects does not constitute a major asset restructuring, and will not cause the company's equity distribution to be ineligible for listing.

The issuance plan has been approved by the relevant competent authorities and the approval procedures still need to be submitted

Matters related to the issuance of shares to specific objects have been reviewed and approved at the 43rd meeting of the company’s fourth board of directors, the second meeting of the fifth board of directors, and the third extraordinary general meeting of shareholders in 2025. It still needs to be reviewed and approved by the Shanghai Stock Exchange and the China Securities Regulatory Commission makes a registration decision.

Section 2 Basic Information on Issuance Objects

1. Basic information of Daoyun assets

Company Name Shanghai Daoyun Asset Management Co., Ltd.

Date of establishment December 16, 2015

Legal representative Luo Weiguo

Company Type Limited Liability Company

The same social credit code 91310116MA1J84Q492

Registered address: Room 301-2, No. 12, Lane 1688, Guoquan North Road, Yangpu District, Shanghai

Registered capital: RMB 5,000,000

Asset management, investment management, investment consulting. [Projects that require approval according to law are subject to the business scope of relevant departments

Business activities can only be carried out after approval]

2. Equity relationship and control relationship

Before this issuance, Daoyun Asset held no shares in the company. As of the announcement date of this plan, the equity structure of Daoyun Assets is as follows:

Serial number Name of shareholder Amount of capital subscribed (10,000 yuan) Shareholding ratio (%)

1 Luo Weiguo 450.00 90.00 2 Ge Yan 50.00 10.00

Total 500.00 100.00

Ge Yan is Luo Weiguo's spouse and a person acting in concert with Luo Weiguo. Luo Weiguo holds 90.00% of the equity of Daoyun Assets and directly controls and manages Daoyun Assets. He is the controlling shareholder and actual controller of Daoyun Assets.

3. Main business situation

As of the announcement date of this plan, Daoyun Assets is an investment platform controlled by Mr. Luo Weiguo, which is mainly used by him to engage in various external investment and business activities.

4. Main financial data for the latest year and period

The brief financial data of Daoyun Assets for the most recent year and period are as follows:

Unit: Yuan Project June 30, 2025/January-June 2025 December 31, 2024/2024 Total assets 9,546.51 9,542.09Net assets 9,546.51 9,542.09Operating income - -Net profit 4.42 15.69

Note: The above financial data are not audited.

An explanation of the circumstances in which Daoyun Assets and its principal persons in charge have been subject to administrative penalties, criminal penalties, or have been involved in major civil litigation or arbitration related to economic disputes in the past five years.

Due to the arbitration of the guarantee dispute, 14,375,524 shares of the company held by Luo Weiguo were judicially frozen.

In addition, Daoyun Asset and its principal persons have not been subject to administrative penalties, criminal penalties, or have been involved in major civil litigation or arbitration related to economic disputes in the past five years.

In the past five years, Mr. Luo Weiguo, the main person in charge of Daoyun Assets, has been subject to disciplinary sanctions by the Shanghai Stock Exchange. On March 3, 2022, the Shanghai Stock Exchange issued the "Decision on Notifying and Criticizing Luo Weiguo, the Controlling Shareholder of Tianyu Ecological Environment Co., Ltd." (Shanghai Stock Exchange Disciplinary Punishment Decision [2022] No. 17). The content is: The shareholding ratio of the controlling shareholder Luo Weiguo and persons acting in concert reached 8.33% of the total share capital due to the passive dilution of the company's non-public issuance of shares, and then actively reduced the shareholding. Because they failed to promptly perform the disclosure obligations of relevant equity changes as required, they violated the "Shanghai Stock Exchange Stock Listing Rules" and other relevant regulations. The Shanghai Stock Exchange issued a disciplinary decision to notify the controlling shareholder Luo Weiguo of criticism. Mr. Luo Weiguo promised to strengthen the study of relevant laws, regulations and systems to prevent such mistakes from happening again.

Horizontal competition and related-party transactions with listed companies after the completion of this issuance. After the completion of this issuance, there will be no horizontal competition between Daoyun Assets and the company's business.

Daoyun Asset's use of cash to subscribe for the stocks issued by the company to specific objects this time constitutes a related transaction. In addition, this issuance will not result in other related transactions between the company and Daoyun Asset.

Major transactions between the issuance target and the company within 24 months before the announcement of this issuance plan

Within 24 months before the disclosure of this issuance plan, the issuance target Daoyun Assets had no transactions with listed companies and their subsidiaries with a total amount higher than 30 million yuan or more than 5% higher than the net assets of the listed company's most recent audited consolidated financial statement (the aforementioned transactions are calculated based on the cumulative amount).

Within 24 months before the issuance plan was disclosed, the major related transactions between Mr. Luo Weiguo, the actual controller of the issuance object, and the listed company and its subsidiaries were as follows:

(1) Daily related transactions

The company held the 21st meeting of the fourth board of directors and the first extraordinary general meeting of shareholders in 2024 on January 15, 2024 and January 31, 2024, respectively, and reviewed and approved the "Proposal on the Company's Estimated Daily Related Transactions in 2024". The company will conduct daily related transactions (purchasing pig feed) with Hubei Tianyi Fengtai Biotechnology Co., Ltd. controlled by Luo Weiguo based on the needs of its own ecological agriculture, animal husbandry and food business development needs. The company and its subsidiaries estimate that in 2024 The annual daily related transaction amount is 120 million yuan, and the term is valid for 12 months from the date of review and approval of the first extraordinary shareholders' meeting in 2024. For details, please refer to the relevant announcement disclosed by the company on the website of the Shanghai Stock Exchange (announcement number: 2024-011).

The company held the 35th meeting of the fourth board of directors and the first extraordinary general meeting of shareholders in 2025 on January 6, 2025 and January 22, 2025, respectively, and reviewed and approved the "Proposal on the Company's Daily Related Transaction Estimation for 2025". The company will conduct daily related transactions (purchasing pig feed) with Hubei Tianyi Fengtai Biotechnology Co., Ltd. controlled by Luo Weiguo based on the needs of its own ecological agriculture, animal husbandry and food business development needs. The company and its subsidiaries estimate that in 2025 The annual daily related transaction amount is 120 million yuan, and the term is valid for 12 months from the date of review and approval of the first extraordinary shareholders' meeting in 2025. For details, please refer to the relevant announcement disclosed by the company on the website of the Shanghai Stock Exchange (announcement number: 2025-003).

(2) Related fund lending

The company held the 22nd meeting of the fourth board of directors and the 2023 annual shareholders' meeting on April 29, 2024 and May 20, 2024 respectively. The meeting reviewed and approved the "Proposal on Borrowing from Controlling Shareholders and Related Transactions". The company applied to Mr. Luo Weiguo and his controlled companies Tianyuyuan and Mr. Shi Dongwei for a total amount of no more than 200 million yuan, with a period starting from 2023 For credit loans from the date of review and approval by the annual shareholders' meeting to the date of the 2024 annual shareholders' meeting, the borrowing interest rate shall not be higher than the loan market quotation rate for the same period (one-year term) authorized by the People's Bank of China. The above-mentioned loans can be used on a rolling basis within the quota. For details, please refer to the relevant announcement disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) (announcement number: 2024-041).

The company held the 38th meeting of the fourth board of directors and the 2024 annual general meeting of shareholders on April 15, 2025 and May 6, 2025 respectively. The meeting reviewed and approved the "Proposal on Borrowing from Controlling Shareholders and Related Transactions". The company applied to Mr. Luo Weiguo and his controlled companies Tianyuyuan and Mr. Shi Dongwei for a total amount of no more than 200 million yuan, with a period starting from 2024 For credit loans from the date of review and approval by the annual shareholders' meeting to the date of the 2025 annual shareholders' meeting, the borrowing interest rate shall not be higher than the loan market quotation rate for the same period (one year) authorized by the People's Bank of China. The above-mentioned loans can be used on a rolling basis within the quota. For details, please refer to the relevant announcement (announcement number: 2025-029) disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn).

(3) Asset transfer

The company held the 32nd meeting of the fourth board of directors and the fifth extraordinary general meeting of shareholders in 2024 on October 14, 2024 and October 30, 2024, respectively, and reviewed and approved the "Proposal on the Purchase of Minority Shareholder Equity and Related Transactions in Controlled Subsidiaries", and agreed that the company would use its own funds of RMB 58 million to purchase the company's holding subsidiary Tianyuyuan from Tianyuyuan, an enterprise actually controlled by the information disclosure obligor Luo Weiguo. 22.50% equity. After the completion of this transaction, the company's equity shareholding in Tianqian Food will increase from 67.50% to 90.00%, and the scope of the company's consolidated statements will not change due to this equity acquisition. For details, please refer to the relevant announcements disclosed by the company on the website of the Shanghai Stock Exchange (announcement numbers: 2024-101, 2024-112).

8. Source of subscription funds

Daoyun Asset will subscribe for the company's shares issued this time in cash. The subscription funds are its own funds or self-raised funds. The sources of funds are legal. There is no situation where the acquisition funds directly or indirectly come from the listed company or its related parties, and there is no situation where the funds are obtained through asset replacement or other transactions with the listed company. The self-raised funds are planned to be obtained through bank M&A loans or other borrowings. No loan agreement has been signed yet. The specific borrowing/loan terms shall be subject to the borrowing/loan agreement signed by both parties.

Section 3 Summary of the Conditionally Effective Share Subscription Agreement and Supplementary Agreement

The company and Daoyun Asset signed the "Share Subscription Agreement with Conditions" and the "Supplementary Agreement to the Stock Subscription Agreement with Conditions" on August 25, 2025 and August 26, 2025 respectively. The main contents are summarized as follows:

1. Main contents of the "Conditionally Effective Share Subscription Agreement"

Party A: Tianyu Biotechnology Co., Ltd.

Party B: Shanghai Daoyun Asset Management Co., Ltd.

Signing time: August 25, 2025

(1) Subscription price

1.1 Pricing base date: the date of announcement of the resolution of the 43rd meeting of the fourth session of the Board of Directors of Party A. 1.2 The issuance price of the shares issued to specific objects is RMB 6.50 per share, which is no less than 80% of the average trading price of Party A’s shares in the 20 trading days before the pricing base date, which is RMB 8.11 per share. The calculation formula for the above average price is: average stock trading price in the 20 trading days before the pricing base date = total stock trading volume in the 20 trading days before the pricing base day/total stock trading volume in the 20 trading days before the pricing base day.

1.3 If any ex-rights or ex-dividend events occur in Party A’s stock between the pricing base date of this issuance and the issuance date, such as dividend payment, bonus shares, conversion of capital reserves into share capital, etc., the issue price of this issuance shall be adjusted accordingly. The adjustment formula is as follows:

Distribute cash dividends: P1=P0-D

Bonus shares or transfer to share capital: P1=P0/(1+N)

Distributing cash and giving away shares or increasing share capital at the same time: P1=(P0-D)/(1+N)

Among them, P0 is the issuance price before adjustment, D is the cash dividend per share, N is the number of bonus shares or capitalization per share, and P1 is the issuance price after adjustment.

(2) Subscription amount and number of shares subscribed

2.1 According to the above issuance price agreement, Party B agrees to subscribe for this issuance of stocks with a total amount of cash not exceeding RMB 400,000,000,161,830,330 yuan (¥461,683,930). The final subscription amount will be determined based on the actual issuance quantity and issuance price.

2.2 Party A plans to issue no more than 71,028,297 shares (including the principal number) to Party B by way of issuance to specific objects, which shall not exceed 30% of Party A’s total share capital before issuance. Party B subscribes for all the shares issued by Party A this time.

If the total share capital of Party A before this issuance changes due to dividends, bonus shares, conversion of capital reserves into share capital, etc. between the pricing base date of this issuance and the issuance date, Party B's subscription quantity will be adjusted accordingly based on its subscription amount and the adjusted issuance price. The adjusted subscription quantity will be rounded to the nearest decimal point.

The final issuance quantity will be determined by the company's board of directors in consultation with the sponsor (lead underwriter) of this issuance based on the authorization of the shareholders (general meeting) and the actual situation at the time of issuance, after the issuance is reviewed and approved by the Shanghai Stock Exchange and registered with the approval of the China Securities Regulatory Commission.

(3) Subscription method and payment of subscription price

3.1 Party B will participate in this issuance through cash subscription.

3.2 Party B agrees that, provided that all the prerequisites stipulated in this agreement are met, Party B shall pay the subscription price in cash to the bank account designated by Party A and the sponsor (lead underwriter) in one go according to the specific payment date determined by Party A and the sponsor (lead underwriter) of this issuance.

Party A and the sponsor (lead underwriter) shall send a notice containing the specific payment date to Party B at least 2 working days in advance.

(4) Restricted sale period

4.1 Party B promises that the lock-in period for the new shares subscribed for this issuance is 18 months, that is, the underlying shares subscribed by Party B for this issuance shall not be transferred within 18 months from the date of completion of the issuance. If regulatory authorities such as the China Securities Regulatory Commission and the Shanghai Stock Exchange have other regulations on the lock-up period for the issuance of stocks to specific objects, such regulations shall apply. If the sales restriction period stipulated in this agreement is inconsistent with the regulations of the relevant regulatory authorities, the sales restriction period will be adjusted accordingly according to the regulations of the relevant regulatory authorities. Party B agrees to issue relevant commitment letters regarding the lock-up period of the stocks subscribed in this issuance and handle matters related to stock lock-up in accordance with relevant laws and regulations and the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

4.2 Party B’s shares of Party A derived from the stocks obtained through this issuance due to Party A’s dividend payment, bonus shares, conversion of capital reserve into share capital, etc. shall also comply with the above-mentioned lock-up period arrangements.

After the expiration of the above-mentioned lock-up period, the transfer and trading of the stocks subscribed by Party B will be handled in accordance with the laws and regulations in effect at that time and the rules of the Shanghai Stock Exchange. Party A does not make any guarantee or commitment in this regard.

(5) Representations and warranties

The parties to this Agreement make the following representations and warranties to each other on the signing date of this Agreement:

5.1 Both parties to the agreement are legally established and validly existing legal persons.

5.2 Unless otherwise agreed in this Agreement, both parties have all the legal power and rights necessary to enter into this Agreement and perform all obligations under this Agreement, and have obtained all internal and external approvals, authorizations and licenses necessary to enter into this Agreement and perform all obligations under this Agreement.

5.3 The signing and performance of any obligations of this Agreement by both parties will not:

(1) Violate the provisions of any party’s articles of association or any organizational documents;

(2) Violate laws, regulations or other normative documents;

(3) Breach of any other agreement, contract, document that is legally binding on any party, commitments or guarantees made by either party to a third party, or other legally binding obligations borne by either party towards any third party.

5.4 Neither party to the agreement has any major pending legal disputes under the following circumstances:

(1) Attempt to restrict or prohibit it from signing and performing this agreement and completing this issuance;

(2) It is reasonably expected to have a significant adverse impact on its ability to perform its obligations under this Agreement or to complete this issuance.

(6) Liability for breach of contract

6.1 Unless otherwise provided in other provisions of this Agreement, any party to this Agreement that violates its obligations under this Agreement or the representations, warranties and commitments made in the transaction documents and causes losses to the other party shall bear corresponding liability for breach of contract compensation. The defaulting party shall compensate the non-defaulting party for all losses caused to the non-defaulting party due to its breach of contract, and under the circumstances stipulated in the termination clause of this Agreement, the non-defaulting party shall also have the right to send a written notice to the defaulting party to terminate this Agreement.

All losses of the non-breaching party include but are not limited to direct losses caused to the non-breaching party, loss of available profits, compensation fees/liquidated damages/fines paid by the non-breaching party to the third party, investigation and evidence collection costs/notary fees, litigation costs, attorney fees and other reasonable expenses paid accordingly.

6.2 If this agreement does not take effect or cannot be performed because the issuance has not been reviewed and approved by Party A’s board of directors or shareholders (general meeting) or has not been reviewed and approved by the Shanghai Stock Exchange or approved by the China Securities Regulatory Commission and other prerequisites, it will not be regarded as a breach of contract by either party, and neither party to the agreement will bear any liability for breach of contract.

6.3 The liability clauses for breach of contract in this Agreement will continue to be effective after the rescission or termination of this Agreement.

(7) Prerequisites

7.1 This Agreement will take effect when the following conditions precedent are met:

(1) Matters related to this issuance shall be reviewed and approved by Party A’s board of directors and shareholders (general meeting) in accordance with the provisions of the Company Law and other laws and regulations and the company’s articles of association, and a valid resolution shall be formed;

(2) Party B’s decision-making body approves its signing of the agreement with Party A;

(3) Party A’s issuance has been reviewed and approved by the Shanghai Stock Exchange and obtained registration documents approved by the China Securities Regulatory Commission.

(8) Effectiveness, modification and termination of the agreement

8.1 This Agreement is established after it is signed and stamped with official seals by the legal representatives or authorized representatives of both parties, and will take effect on the date when all the conditions precedent agreed in this Agreement are fulfilled. Changes to this agreement must be agreed upon by both parties and signed in a written supplementary agreement.

8.2 This Agreement may be terminated based on one of the following circumstances:

Both parties agree to terminate this agreement through consultation;
Party A’s board of directors or shareholders (general meeting) rejects this issuance after review;
This issuance has not been approved by the Shanghai Stock Exchange or approved for registration by the China Securities Regulatory Commission for any reason, or the registration documents obtained have become invalid for any reason;
If any party seriously violates the provisions of this Agreement, and the breach has not been corrected or remedied within 30 days from the date on which the non-defaulting party sends a written notice to the defaulting party requiring the defaulting party to take immediate remedial measures for such breach, the non-defaulting party shall have the right to unilaterally terminate this Agreement by written notice;
After this agreement comes into effect, Party B shall not give up the subscription. If Party B violates the above agreement or Party B fails to pay the subscription payment within 30 days after Party A issues the subscription payment notice, Party A may terminate this agreement in accordance with the provisions of this agreement;
Affected by force majeure, either party may terminate this Agreement in accordance with the relevant provisions of Article 10 of this Agreement.

(9) Other agreements

9.1 Force majeure

9.1.1 Force majeure refers to objective events that occur after the signing of this Agreement, are unforeseeable at the time of signing, and whose occurrence and consequences cannot be avoided or overcome, and hinder the performance of all or part of the contract by either party, including but not limited to earthquakes, typhoons, floods, fires, wars, major epidemics, strikes, etc., as well as other events that are considered force majeure according to Chinese law or general international business practices.

9.1.2 Consequences of force majeure:

(1) If a force majeure event occurs that affects one party's performance of its obligations under this Agreement, the time for performance of that obligation shall be extended by an amount equal to the delay caused by the force majeure. The party claiming to be unable to perform its obligations due to force majeure shall take appropriate measures to reduce or eliminate the impact of the force majeure and shall make reasonable efforts to resume performance of its obligations affected by the force majeure as soon as possible. If the relevant party suspends performance during the delay period caused by force majeure, it will not be regarded as a breach of contract and will not be liable for breach of contract.

(2) The party affected by force majeure shall notify the other party in writing within 5 working days after the force majeure event occurs, and submit to the other party within 15 days after the event a report on the inability to perform or partial inability to perform the obligations under this Agreement and the evidence and reasons for the need to postpone performance.

(3) Delay liability for monetary debts shall not be waived due to force majeure. During the event of force majeure, both parties shall continue to perform this Agreement in all aspects except for obligations that cannot be performed due to force majeure. The performance of obligations suspended during the occurrence of force majeure shall be resumed immediately after the force majeure or its effects are terminated or eliminated.

(4) Force majeure occurring during the period of delayed performance does not have the effect of exemption.

(5) If force majeure and its effects last for 30 days or more, and cause any party to this agreement to lose the ability to continue to perform this agreement, either party to this agreement has the right to terminate this agreement by giving written notice. 9.2 Non-transferable obligations

Except as otherwise provided in this Agreement, neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party.

9.3 The illegality, invalidity or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable but would still be valid or enforceable if partially deleted or modified, such provision may continue to be enforceable with the necessary deletion or modification.

9.4 Applicable law and dispute resolution

The signing, effectiveness, performance and interpretation of this Agreement shall be governed by Chinese laws and regulations and relevant judicial interpretations. For any dispute arising out of or in connection with this Agreement, either party may file a lawsuit with the people's court with jurisdiction over Party A's domicile.

9.5 This Agreement is made in duplicate, with each party holding one copy, and the remaining four copies shall be retained by Party A for the purpose of handling the approval, registration, registration and other procedures required for this issuance. The text of each agreement has the same legal effect. 9.6 Any changes, modifications or additions to this Agreement must be subject to a written agreement signed by both parties. Such written agreement shall be an integral part of this Agreement and shall have the same legal effect as this Agreement.

2. Main contents of the "Supplementary Agreement to the Conditionally Effective Share Subscription Agreement"

Party A: Tianyu Biotechnology Co., Ltd.

Party B: Shanghai Daoyun Asset Management Co., Ltd.

Signing time: August 26, 2025

Whereas:

Party A and Party B have signed the "Conditionally Effective Share Subscription Agreement" on August 25, 2025. Since the pricing base date was selected as the "announcement date of the resolution of the 43rd meeting of Party A's fourth board of directors", and due to the work arrangement of Party A's board of directors, the announcement date of the above-mentioned board resolution will be after the close of trading on August 26, 2025. Therefore, both parties A and B plan to make corresponding adjustments to the "subscription price" and "subscription amount" in the original agreement.

(1) According to the original agreement 1.2, the issuance price of the shares to be issued to specific objects is RMB 6.50 per share, which is no less than 80% of the average trading price of Party A’s shares in the 20 trading days before the pricing base date, which is RMB 8.11 per share. The calculation formula of the above average price is: average stock trading price in the 20 trading days before the pricing base date = total stock trading volume in the 20 trading days before the pricing base day/total stock trading volume in the 20 trading days before the pricing base day.

Change to:

The issuance price of the shares issued to specific objects is RMB 6.55 per share, which is no less than 80% of the average trading price of Party A’s shares in the 20 trading days before the pricing base date, which is RMB 8.18 per share. The calculation formula for the above average price is: average stock trading price in the 20 trading days before the pricing base day = total stock trading volume in the 20 trading days before the pricing base day/total stock trading volume in the 20 trading days before the pricing base day.

(2) Original Agreement 2.1. According to the above-mentioned issuance price agreement, Party B agrees to subscribe for this issuance of stocks with a total amount of cash not exceeding RMB 400 million and 100 million and 380,000 yuan (¥461,683,930). The final subscription amount is determined based on the actual issuance quantity and issuance price.

Change to:

According to the above agreement on the issuance price, Party B agrees to use the total amount not to exceed RMB 400 million (in capital letters) ¥465,235,345 Yuan) in cash is used to subscribe for the shares issued this time, and the final subscription amount is determined based on the actual issuance quantity and issuance price.

The remaining terms of the agreement remain unchanged.

Section 4: The board of directors’ feasibility analysis on the use of funds raised this time

1. The company’s plan for use of raised funds

The number of A shares issued to specific objects was originally planned to be no more than 80,417,610 shares (including the principal number), and the total amount of funds raised was originally planned to be no more than RMB 526.7353 million (including the principal number). Considering that the company continues to use the idle previous raised funds of no more than RMB 61.5 million to temporarily supplement the company's working capital, after deducting the impact of this part of the previous raised funds to temporarily replenish working capital, this issuance of A shares to specific objects The number of shares is determined to be no more than 71,028,297 shares (including the principal number), and the total amount of funds raised shall not exceed RMB 465.2353 million (including the principal number). All funds raised from this issuance, after deducting relevant issuance expenses, will be used to supplement working capital and repay debts.

2. Necessity and feasibility analysis of the use of funds raised this time

(1) Necessity of project implementation

Optimize the asset-liability structure and enhance the company’s capital strength

All funds raised from this issuance will be used to supplement working capital and repay debts, which is conducive to the company's active and healthy development, thereby improving the overall profitability of the listed company.

As of June 30, 2025, the company's asset-liability ratio was 75.62%, exceeding that of listed companies in the same industry. The asset-liability ratios of other companies in the same industry are as follows:

Serial number Stock abbreviation Asset-liability ratio (as of June 30, 2025) 1 Muyuan Shares 56.06%

2 Zhengbang Technology 45.69%

3 Wen’s shares 50.57%

4 New Hope 68.78%

5 Superstar Agriculture and Animal Husbandry 64.57%

6 Tianbang Food 69.83%

7 Heavenly Creatures 75.62%

After the funds raised this time are in place, the company's total assets and net assets will increase, and the asset-liability ratio will decrease, which will help optimize the company's asset-liability structure, enhance the company's comprehensive competitiveness, enhance sustained profitability and risk resistance, and lay a solid foundation for the company's long-term sustainable development.

Improve the company’s short-term solvency, improve the company’s financial status and ability to continue operating

As of June 30, 2025, the company's current assets were 1,239.6997 million yuan, current liabilities were 1,225.8401 million yuan, the current ratio was 1.01 times, and the short-term solvency was weak.

Among current assets, accounts receivable and contract assets are RMB 339.5387 million and RMB 185.0220 million respectively, mainly project payments. Affected by the current economic structure, there is a certain degree of uncertainty in repayment. After excluding accounts receivable and contract assets, the company's current assets are 715.139 million yuan, and the current ratio is 0.58 times, which is lower than the conventional safety value.

Through this raising of funds, the company's short-term solvency will be improved, which will help improve the company's financial status and sustainable operating capabilities.

Necessary actions to improve capital liquidity and cope with short- and medium-term maturing debts

As of June 30, 2025, the company's monetary fund balance was 157.7353 million yuan, of which the unrestricted monetary fund balance was 92.1606 million yuan; at the same time, the company's current liabilities were 1.2258401 million yuan, of which short-term borrowings and non-current liabilities due within one year totaled 279.5126 million yuan, and accounts payable were 580.9866 million yuan. The company faces greater short-term debt repayment pressure.

In addition, as of June 30, 2025, the company had large amounts of long-term loans, financial leases and other liabilities that were due and payable before December 31, 2026. In the case of uncertainty in the collection of accounts receivable, mainly project payments, the company faced greater pressure to repay mature debts and had the need to supplement working capital.

Through the funds raised this time, it is ensured that the company's various working capital can meet the company's normal production and operation turnover and debt repayment needs, and reduce the company's cash liquidity risk.

Improve the company’s ability to resist risks

The company faces various risk factors such as market competition risks, macroeconomic fluctuation risks, and product technology development risks. When various risk factors have adverse effects on the company's production and operations, maintaining a certain level of liquidity can improve the company's risk resistance; and when the market environment is more favorable, it can help the company seize market opportunities and avoid losing development opportunities due to shortage of funds.

Maintain the stability of control rights of listed companies

Based on his confidence in the industry prospects and the company's future development, the company's actual controller Luo Weiguo subscribed for the issuance of A-shares to specific objects through Daoyun Assets, the entity he holds and controls, in order to support the funds required for the company's operations and lay a more solid foundation for the development of listed companies. It will help enhance the expectations of secondary market investors for listed companies and safeguard the interests of listed companies and small and medium-sized shareholders. At the same time, it will also help maintain the stability of the control rights of listed companies.

This issuance is in line with the company's current actual financial situation and the capital needs for future business development, will help promote the company's long-term healthy development and improvement of its sustainable operating capabilities, and will be conducive to maximizing the interests of the company and all shareholders, which is necessary.

(2) Feasibility of project implementation

The use of funds raised from this issuance of stocks to specific objects complies with relevant laws and regulations.

The funds raised from this issuance of stocks to specific objects will be used to supplement working capital and repay debts, which is in compliance with relevant policies, laws and regulations, and is feasible. After the funds raised from this issuance of stocks to specific targets are in place, the company's capital structure will be optimized and working capital will increase, which will help enhance the company's financial strength, strengthen the company's ability to resist risks, and provide guarantee for the company's sustainable and healthy development in the future.

The company’s internal governance is standardized and internal controls are improved

The company has formed a standardized and effective internal control environment in accordance with relevant laws, regulations and normative documents. In order to standardize the management and application of raised funds, the company has established a raised funds management system, which clearly stipulates the storage, use, purpose, management and supervision of raised funds.

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

All funds raised from this issuance, after deducting relevant issuance expenses, will be used to supplement working capital and repay debts. The use of funds raised this time is in line with the company's overall future development strategy. Once the funds raised are in place and implemented, it will help the company enhance its capital strength, enrich working capital, help the company seize industry development opportunities, improve the company's business layout, promote the company's strategic transformation and upgrading, further enhance the company's core competitiveness and sustainable development capabilities, and provide continuous driving force for the company's future business development; it will also help improve the company's capital strength, enhance the company's risk prevention capabilities and overall competitiveness.

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

After the funds raised from this issuance to specific objects are in place, the total assets and net assets will increase at the same time, and the working capital will be enriched, which will help reduce the company's financial risks, further enhance the company's capital strength and risk resistance capabilities, and lay a good foundation for the company's future development. The company's asset-liability ratio will be significantly reduced, and the asset structure will be more stable, which will help reduce financial expenses, improve debt solvency, follow-up financing capabilities and risk resistance capabilities, and provide sufficient financial guarantee for the company's future development.

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

To sum up, the plan to use the funds raised in this issuance is in line with the company's overall strategic development plan in the future, as well as relevant policies, laws and regulations. Once the funds raised this time are in place and put into use, the company's financial strength will be greatly improved, and its risk resistance and sustainable operating capabilities will be improved, which will help enhance the company's overall strength and enhance its sustainable development capabilities, lay a foundation for the company's development strategic goals, and is in the interests of the company and all shareholders. Therefore, it is necessary and feasible for the company to use the funds raised from this issuance of shares.

Section 5 The Board of Directors’ discussion and analysis on the impact of this issuance on the company

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

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

After the issuance is completed, the funds raised will be used to supplement working capital and repay debts to meet the capital needs brought about by business development and enhance sustainable development capabilities. This issuance will also further optimize the company's capital structure, improve its ability to resist risks, and lay a good foundation for future sustainable development.

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

After the issuance is completed, the company will adjust the company's registered capital, share capital structure and matters related to this issuance to specific objects in the company's articles of association.

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

Before this issuance, Luo Weiguo directly held 12.84% of the issuer's equity and was the actual controller of the company. The object of this subscription is Daoyun Assets controlled by Luo Weiguo. Calculated based on the upper limit of this stock issuance, Daoyun Assets subscribes for 71,028,297 shares. After the issuance is completed, Daoyun Assets will hold 19.67% of the issuer's equity. Luo Weiguo will control 29.98% of the company's voting rights and will remain the company's actual controller. This issuance will not result in a change in the company's control, nor will it cause the company's equity distribution to be ineligible for listing.

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

After the issuance of shares to specific targets is completed, the company will not adjust its senior management personnel due to this issuance, and the senior management structure will not change. If the company plans to adjust its senior management structure, it will fulfill necessary legal procedures and information disclosure obligations in accordance with relevant regulations.

(5) The impact of this issuance on business structure

The company's business structure will not undergo significant changes after the completion of this issuance.

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

The impact of this issuance of shares to specific targets on the financial status, profitability and cash flow of the listed company is as follows:

(1) Impact on the company’s financial status

After this issuance to specific targets is completed, the company's total assets and net assets will increase simultaneously, and its financial strength will be improved. The company will further reduce the asset-liability ratio, improve its financial situation, optimize its financial structure, and enhance its ability to resist risks.

(2) Impact on the company’s profitability

After the issuance of shares to specific targets is completed, if only the impact of the receipt of raised funds is considered, the company's earnings per share may be diluted in the short term and the return on net assets will decline. However, raising funds will help reduce the company's financial expenses and provide favorable guarantee for the realization of the company's sustainable development goals. In order to protect the interests of small and medium-sized investors, the company carefully analyzed the impact of this issuance to specific targets on the dilution of immediate returns, and formulated specific measures to make up for the diluted immediate returns.

(3) Impact on the company’s cash flow

After the issuance to specific targets is completed, as the funds raised are in place, the company's cash inflow from financing activities will increase significantly, which can alleviate the company's growing daily working capital needs. This issuance will help improve the company's cash flow situation and reduce operating risks and costs.

Changes in business relationships, management relationships, related transactions and horizontal competition between the company and its actual controller and its related parties

The target of this issuance of stocks to a specific target is Daoyun Assets controlled by the company's actual controller Luo Weiguo. This issuance of stocks to a specific target constitutes a related transaction. Except for the above, after the completion of this issuance, the business relationship and management relationship between the company and the actual controller and its related parties will not change, and there will be no related transactions or horizontal competition due to this issuance.

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

As of the date of the announcement of this plan, the company's funds and assets have not been occupied by the actual controller and its related parties, nor has the company provided guarantees for the actual controller and its related parties in violation of regulations.

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

After the funds raised from this issuance to specific targets are in place, the company's total assets and net assets will increase simultaneously, which will help reduce the company's asset-liability ratio, improve its financial status and asset structure, improve the company's ability to resist risks, and achieve sustainable development.

Section 6 Risk Description Related to This Stock Issuance

When evaluating the company's issuance of shares to specific targets, investors should carefully consider the following risk factors in addition to the other information disclosed in this plan.

1. Risks related to the issuer

(1) Financial risks

Cash flow and debt repayment risk

As of the end of the reporting period, the company's asset-liability ratio was 75.62%, higher than the average level of listed companies in the same industry, and it faced greater short- and medium-term debt repayment pressure. As of the end of the reporting period, the company's monetary fund balance was 157.7353 million yuan, of which the unrestricted monetary fund balance was 92.1606 million yuan; however, the company's current liabilities were 1.2258401 million yuan, of which short-term borrowings and non-current liabilities due within one year totaled 279.5126 million yuan, and accounts payable were 580.9866 million yuan. The company has great short-term debt repayment pressure. In addition, as of the end of the reporting period, the company also had large amounts of long-term loans, financial leases and other liabilities that were due and payable before December 31, 2026. In the case of uncertainty in the collection of receivables, mainly project payments, the company faced greater pressure to repay mature debts and had a more urgent need to supplement working capital.

If this issuance to specific objects fails to be completed, the raised funds cannot be received on time, or the collection of receivables does not meet expectations, the company may face more difficult operating cash flow pressure and greater debt repayment risks, which may have an adverse impact on the company's daily operations.

Risk of impairment losses caused by large balances of accounts receivable, contract assets, and long-term receivables

As of June 30, 2025, the book value of the company's accounts receivable was RMB 339.5387 million, accounting for 11.18% of the total assets for the same period, the book value of contract assets was RMB 185.0220 million, accounting for 6.09% of the total assets for the same period, and the book value of long-term receivables was RMB 424.2582 million, accounting for 13.97% of the total assets for the same period. The company's high proportion of accounts receivable, contract assets and long-term receivables is due to the industry's special settlement model. At present, the company's main customers are mostly government agencies and enterprises and institutions. Although government platform companies at all levels are required to complete the work of clearing off debts owed to private enterprises in accordance with relevant policies of the Party Central Committee and the State Council, the scale of local government debt is relatively large. Once it cannot be paid off in a timely manner, it will have an adverse impact on the company's operating conditions.

In addition, due to the need to pay off accounts receivable, the company does not rule out accepting debtors using assets to offset debts. Related repossessed assets may be subject to asset impairment risk.

Risks of high asset-liability ratio

At the end of each reporting period, the company's consolidated asset-liability ratios were 59.13%, 74.51%, 77.96% and 75.62% respectively, and the asset-liability ratios were relatively high. The company's high asset-liability ratio is due to the special settlement model of the ecological environment business, which requires high project capital investment and a long investment recovery cycle. In order to meet the capital needs of business development, the company mainly raises funds through bank borrowings. The high level of asset-liability ratio exposes the company to certain debt repayment risks. If there is a large gap in the company's operating funds, it will have an adverse impact on the stability of the company's production and operations.

(2) Operation-related risks

Animal epidemic risk

During the pig breeding process, pigs are faced with diseases such as blue-ear disease, porcine epidemic diarrhea, and African swine fever. Pig epidemics are characterized by many types, frequent occurrences, and wide impact, and are the main risks faced by the pig breeding industry. The epidemic may cause the death of pigs, and the animal epidemic prevention department may also cull potentially diseased pigs, which directly leads to a decrease in the number of the company's pigs for slaughter; during the period of epidemic spread, the number of veterinary drugs and vaccines used in the pig breeding process will increase, and the cost will increase accordingly; when the pig epidemic breaks out, it may trigger consumers' panic about pork food safety, leading to a decrease in terminal demand for pork consumption, affecting the company's sales of pig breeding products. Therefore, if a more serious animal epidemic occurs in the future in the areas where the company's own pig farms, the company's cooperative farmers are located, or nationwide, the company will face the risk of decreased production, sales and sales prices, increased production costs, and even losses caused by the spread of the epidemic.

Natural disaster risks

The company's pig breeding business may be affected by natural disasters such as drought, floods, earthquakes, hail, snowstorms, etc., and Hubei Province, the focus of the company's breeding business, is located in the middle reaches of the Yangtze River. If a natural disaster occurs at the company's production site and its surrounding areas, the buildings and facilities of the pig farm may be damaged or lost, and the pigs may die, thereby causing direct losses to the company. At the same time, interruptions in communications, electricity, and transportation, and damage to production facilities and equipment caused by natural disasters may also have an adverse impact on the company's production and operations.

The risk that the digital and intelligent upgrading and transformation of the agricultural industry will not progress as expected.

Smart agriculture is the key development direction of agriculture in the future. In the process of exploring the digital and intelligent upgrading and transformation of the pig breeding business, the company may be affected by factors such as pressure to invest in equipment upgrades and updates, a shortage of comprehensive talents for both breeding and digital operations, and the difficulty of integrating digital technology with existing breeding equipment. As a result, the progress of the upgrade and transformation is slower than expected.

Ecological energy business operation and management risks

The company's photovoltaic new energy business model is to accept the entrustment of electricity consumers and use its own funds, external borrowings or a combination of the two to purchase photovoltaic modules, build distributed photovoltaic power stations and collect users' electricity bills. The operation cycle is long and it is a capital-intensive industry. This business is greatly affected by the upstream and downstream market environment, financing capabilities and production and operation management capabilities. It is difficult to operate and has high operating risks.

2. Risks related to the industry

(1) Risk of feed price fluctuations

The main cost component of the company's pig breeding business is pig feed. Since 2020, affected by factors such as domestic and foreign political and economic situations, national grain strategies, and natural climate changes, the price of pig feed has fluctuated upward. If pig feed is expected to continue to rise in the future, the gross profit margin of the ecological agriculture and animal husbandry business may continue to decline, thus having a certain adverse impact on the company's overall performance.

(2) Risks of pig price fluctuations

The pig breeding industry has a certain degree of cyclicality, with a complete fluctuation cycle lasting about 3-4 years. In the past decade or so, my country's pork prices have experienced multiple price cycles, with obvious price volatility characteristics. Affected by the cyclical fluctuations in pig prices, the company's pig breeding business faces the risk of performance fluctuations and even losses.

(3) Implementation risks of PPP projects

In recent years, the country has continuously introduced new regulations to standardize the PPP model, and the financing environment has been severe, resulting in PPP projects being cold. However, the company still has a small number of PPP projects. PPP projects generally have large amounts, involve many participants, and have a long performance period. Affected by policy adjustments and changes in bank financing policies, the construction progress and operation conditions were not as good as expected, which had a certain impact on the company's operating performance.

(4) Uncontrollable risks and policy risks in the power plant transfer and sale transaction cycle

The company's distributed photovoltaic power station assets adhere to a "transaction-based strategy". As new energy industry policies and the macroeconomic situation continue to change, the supply and demand relationship in the photovoltaic power plant trading market is also constantly changing, and there is a risk of fluctuations in photovoltaic power plant trading prices. At the same time, the professional and technical level required to complete the photovoltaic power station sale transaction is relatively high. From the due diligence investigation and business negotiations in the early stage of the transaction to the approval process of all parties during the transaction, it takes a long time. Therefore, the transaction cycle is uncontrollable and there may be a risk that the counterparty cannot be found in time.

With the development of the renewable energy industry chain, relevant policies have also been adjusted, grid parity has become an established trend, and photovoltaics have gradually entered the subsidy-free era, which may have a certain adverse impact on the overall profitability of the photovoltaic power stations developed by the company in the future.

3. Other risks

(1) Risks of this issuance

Approval risks

This issuance to specific targets still needs to meet a number of conditions before it can be completed, including approval by the Shanghai Stock Exchange and a decision by the China Securities Regulatory Commission to approve registration. There is uncertainty as to whether the above-mentioned reported matters can obtain relevant approvals or approvals, and when the company will obtain relevant approvals and approvals for the above-mentioned matters.

There is still a certain risk of uncertainty in the source of subscription funds for the issuer.

Daoyun Asset will subscribe for the company's shares issued this time in cash. The subscription funds will be its own funds or self-raised funds, and the subscription funds will be mainly self-raised funds. The self-raised funds are planned to be obtained through bank M&A loans or other borrowings. The loan agreement has not yet been signed and there is still a certain degree of uncertainty. As of the announcement date of this plan, Daoyun Assets and Luo Weiguo have actively negotiated and communicated with a number of institutions, natural persons and other fund lenders, and have reached preliminary cooperation intentions. However, no formal written agreement has been signed yet. If the formal loan contract is not finally signed, and Daoyun Assets and Luo Weiguo are unable to raise sufficient funds through other means, it may result in the issuance target being unable to fully subscribe for the funds required for this issuance or even leading to the risk of the issuance failure.

Risk of stock immediate return dilution

After the completion of this issuance of shares to specific objects, the company's net assets and total equity will increase to a certain extent, and the overall capital strength will be improved. If the company's business scale and net profit fail to achieve a corresponding increase, the company's financial indicators such as earnings per share and return on net assets are expected to decline to a certain extent after this issuance, and there is a risk that shareholders' current returns will be diluted.

(2) Equity pledge risk of actual controller

As of the announcement date of this plan, the company's actual controller Luo Weiguo holds 37.2518 million shares of the company, accounting for 12.84% of the company's total share capital, of which 22.000 million shares are pledged, accounting for 59.06% of the company's shares held by him. If all or part of the pledged shares held by the company's actual controller are forced to be liquidated due to the deterioration of the actual controller's credit standing and ability to perform contracts, severe market fluctuations, or other uncontrollable events, the company may face the risk of unstable control.

(3) Debt risk of the issuer

The issuance target of this issuance to specific targets is Daoyun Assets, which is a company controlled by the actual controller of the company, Luo Weiguo. The final investor after penetration is Luo Weiguo. The source of funds is mainly self-owned funds and legal self-raised funds, and it has the corresponding subscription ability. The process of external self-raising of funds by the issuing object may involve asset mortgages and pledges. If the value of the mortgaged and pledged assets is affected by adverse factors in the future or the credit of the issuing object deteriorates, it may cause the issuing object to be unable to repay the debt on time, and thus affect the stability of the company's control. Investors are hereby reminded to pay attention to the relevant risks.

(4) Other uncontrollable risks

The company does not rule out the possibility of adverse effects caused by political, economic, natural disasters and other uncontrollable factors.

Section 7: Explanation of the Board of Directors on Profit Distribution Policy and Cash Dividends

1. Company profit distribution policy

The profit distribution policy stipulated in the Company's Articles of Association is as follows:

Article 166 The company’s profit distribution policy shall comply with the following provisions:

(1) Basic principles of the company’s profit distribution policy

The company implements a sustained and stable dividend distribution policy based on the principle of attaching importance to reasonable investment returns for investors, taking into account the company's reasonable capital needs and sustainable development. The company's profit distribution shall not exceed the cumulative distributable profit range. The company's board of directors and shareholders' meetings should fully consider the opinions of public investors in the decision-making and demonstration process of profit distribution policies.

(2) Form of profit distribution

The company distributes dividends in the form of cash, stocks, or a combination of the two. When the company is profitable and meets the conditions of normal operations and long-term development, the company will give priority to distributing dividends in cash.

(3) Conditions and proportions of dividend distribution

The company will implement cash dividend distribution when the company achieves profitability, has no unrecovered losses, and has sufficient cash to implement cash dividends without affecting the company's normal operations. The company's annual dividends in the form of cash dividends shall be no less than 10% of the distributable profits realized that year. The cash dividend policy objective is residual dividends.

On the premise of ensuring that the company's share capital size and equity structure are reasonable, and that the company's stock valuation is within a reasonable range, the company may implement stock dividend distribution on the condition that it meets the conditions for cash dividends stipulated in these Articles of Association.

When the company's audit report for the most recent year contains a non-unqualified opinion or an unqualified opinion with significant uncertainties related to continuing operations, or other circumstances stipulated by laws, administrative regulations, the China Securities Regulatory Commission, and the Shanghai Stock Exchange occur, profit distribution may not be made.

(4) Proportion and period interval of cash dividend distribution

The company's board of directors should comprehensively consider factors such as the characteristics of the industry, development stage, own business model, profitability level, debt repayment ability, whether there are major capital expenditure arrangements and investor returns, distinguish between different situations, and propose differentiated cash dividend policies in accordance with the procedures stipulated in the company's articles of association.

If the company is in a mature stage of development and has no major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 80%;

If the company is in a mature stage of development and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 40%;

If the company is in the growth stage and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 20%.

In principle, the company will distribute cash dividends once every year after approval at the annual shareholders' meeting. The company's board of directors may propose the company to conduct mid-term cash dividends based on the company's profitability and capital needs.

When the company convenes the annual shareholders' meeting to review the annual profit distribution plan, it may review and approve the conditions, proportion limit, amount limit, etc. for the next year's interim cash dividend. The upper limit of interim dividends for the next year reviewed by the annual shareholders' meeting shall not exceed the net profit attributable to the company's shareholders during the corresponding period. The board of directors formulates a specific interim dividend plan based on the resolution of the shareholders' meeting and subject to the conditions for profit distribution.

(5) Decision-making procedures and mechanisms

The board of directors is responsible for formulating the profit distribution plan and fully discussing its rationality, and then submits it to the shareholders' meeting for review after being reviewed and approved by the board of directors. If independent directors believe that the specific cash dividend plan may damage the rights and interests of the company or small and medium-sized shareholders, they have the right to express independent opinions. If the board of directors fails to adopt the opinions of independent directors or does not fully adopt them, it shall record the opinions of independent directors and the specific reasons for not adopting them in the board resolution and disclose them. If the company's board of directors fails to make a cash profit distribution plan due to special circumstances, the board of directors should provide a special explanation of the specific reasons for not distributing cash dividends, the exact use of the company's retained profits and expected investment income, as well as the next steps to be taken to enhance the level of investor returns, etc., and submit it to the shareholders' meeting for review and approval after the board of directors approves it, and disclose it in accordance with the law.

When the shareholders' meeting reviews the profit distribution plan, the company should provide online voting methods for shareholders, actively communicate with shareholders, especially small and medium-sized shareholders, through multiple channels (including but not limited to communicating by phone, fax, and email, holding investor reception days, or inviting small and medium-sized shareholders to attend meetings), fully listen to the opinions and demands of small and medium-sized shareholders, and promptly respond to issues of concern to small and medium-sized shareholders.

When the company does not distribute cash dividends or adjust the proportion of cash dividends, it must be reviewed and approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting.

(6) Changes in the company’s profit distribution policy

If the profit distribution policy needs to be adjusted due to major changes in the external operating environment or its own operating conditions, the company's board of directors should propose a profit distribution policy adjustment proposal based on the actual situation and submit it to the shareholders' meeting for review and approval. The shareholders' meeting should use online voting to provide conditions for public shareholders to participate in the meeting and fully listen to the opinions of small and medium shareholders.

The profit distribution policy adjustment plan shall be approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting.

(7) If a shareholder illegally appropriates company funds, the company shall deduct the cash dividend distributed by the shareholder to repay the funds occupied.

2. The company’s cash dividends in the past three years

The proportion of the company's profits distributed in cash in the past three years to the average annual distributable profits realized after listing is as follows:

Unit: 10,000 yuan

Cash Cash dividends and cash dividends account for the shares attributable to listed companies in the dividend year

Dividends Share repurchase Fund Share repurchase Fund Net profit of shareholders of listed companies Net profit of shareholders

Total Share Amount Total Profit Proportion 2024 - - - -10,735.78 Not applicable 2023 - - - -46,163.68 Not applicable 2022 - - - -31,219.48 Not applicable 2022-2024 The cumulative dividend amount in the form of cash and cash repurchases of shares accounts for the three years realized

Not applicable proportion of average annual distributable profits

The company's cash dividends in the past three years are in compliance with laws, regulations and the Articles of Association.

3. Dividend return plan for the next three years

In order to clarify the reasonable investment return of Tianyu Biotechnology Co., Ltd. (hereinafter referred to as the "Company") to shareholders, further refine the provisions related to profit distribution policies in the "Articles of Association", increase the transparency and operability of profit distribution decisions, and facilitate shareholders to supervise the company's operations and profit distribution, in accordance with the "Company Law", In accordance with the relevant provisions of the Securities Law, the Supervision Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies and the Articles of Association, etc., as a result of the actual situation of the company, the company has formulated the "Shareholder Return Plan for the Next Three Years of Tianyu Biotechnology Co., Ltd. (2025-2027)" (hereinafter referred to as the "Plan"). The specific contents are as follows:

(1) Factors considered by the company in formulating this plan

The company focuses on long-term and sustainable development, and based on a comprehensive analysis of the company's actual operating conditions, future development plans, development goals, external financing costs, financing environment and shareholders' wishes and requirements, taking into account the company's profit scale, actual needs of development strategy, project investment capital needs, etc., it establishes a sustainable, stable and scientific return plan and mechanism for shareholders, thereby making institutional arrangements for profit distribution to ensure the continuity and stability of the profit distribution policy.

(2) Principles for formulating this plan

The company formulates this plan in compliance with relevant national laws and regulations and the Articles of Association, fully considers and listens to the requirements and wishes of independent directors and small and medium-sized investors, takes into account reasonable investment returns for shareholders while ensuring the company's normal business development, and implements a sustained and stable profit distribution policy.
Based on the current operating conditions and the capital demand plan for project investment, the company handles the company's short-term interests and long-term development on the basis of fully considering the interests of shareholders, and determines a reasonable profit distribution plan.
The company can distribute dividends in the form of cash, stocks or a combination of both. The company actively promotes the distribution of dividends in cash, and cash dividends have priority over stock dividends in the profit distribution method.

(3) Specific contents of the company’s shareholder return plan for the next three years (2025-2027)

Basic principles of the company’s profit distribution policy

Form of profit distribution

Conditions and proportions of dividend distribution

Proportion and period interval of cash dividend distribution

If the company's development stage is in a mature stage and there are no major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution should be at least 80%; if the company's development stage is in a mature stage and there are major capital expenditure arrangements, when making profit distribution, the proportion of cash dividends in this profit distribution should be at least 40%;

If the company is in the growth stage and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 20%.

If the company's development stage is difficult to distinguish but it has major capital expenditure arrangements, it can be handled in accordance with the provisions of the third paragraph of the preceding paragraph. In principle, the company will distribute cash dividends once every year after approval at the annual shareholders' meeting. The company's board of directors may propose the company to conduct mid-term cash dividends based on the company's profitability and capital needs.

Decision-making procedures and mechanisms

If the company's board of directors fails to make a cash profit distribution plan due to special circumstances, the board of directors should provide a special explanation of the specific reasons for not distributing cash dividends, the exact use of the company's retained profits and expected investment income, as well as the next steps to be taken to enhance the level of investor returns, etc., and submit it to the shareholders' meeting for review and approval after the board of directors approves it, and disclose it in accordance with the law.

Changes in the company’s profit distribution policy

The board of directors is responsible for formulating and interpreting this plan, and it will take effect after being reviewed and approved by the company's shareholders' meeting; any revisions to the shareholder dividend return plan will take effect after being reviewed and approved by the company's shareholders' meeting. Matters not covered in this plan shall be implemented in accordance with relevant laws, regulations, normative documents and the Articles of Association.

Section 8 Analysis of diluted spot returns from this issuance of shares to specific targets

In order to further implement the "Several Opinions of the State Council on Further Promoting the Healthy Development of Capital Markets" (Guofa [2014] No. 17), 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) and the China Securities Regulatory Commission's "Guiding Opinions on Matters Concerning IPOs, Refinancing, and Major Asset Reorganizations that Dilute Current Returns" (China Securities Regulatory Commission Announcement [2015] 31 No.) and other documents to protect the interests of investors, the company analyzed the impact of the current issuance of A shares to specific objects on the dilution of current returns, and proposed specific supplementary return measures. Relevant entities also made a commitment to the effective implementation of the company's supplementary return measures, as follows:

The impact of this issuance of A shares to specific targets on diluting spot returns on major financial indicators

After the completion of this issuance, the company's total share capital and net assets will increase. In the short term, the company will have the risk of dilution of earnings per share and a decrease in return on net assets. The specific situation is as follows:

(1) Main assumptions for calculation

It is assumed that there are no major changes in the macroeconomic environment, industrial policies, industry development status, product market conditions, securities industry conditions, and company operating environment.
Assuming that this issuance is completed on March 31, 2026, this time is only an estimate, and the company does not constitute a commitment to the actual completion time. The final date is subject to registration by the China Securities Regulatory Commission and actual issuance completion time.
The impact on the company’s production, operations and financial status (including financial expenses, investment income, interest amortization, etc.) after the funds raised from this issuance are received will not be considered.
The total amount of funds raised in this issuance is RMB 465.2353 million (including the original amount), excluding the impact of issuance expenses (the actual scale of funds raised in this issuance will be finalized based on regulatory approval, issuance subscription status, issuance expenses, etc.).
The company’s net profit attributable to shareholders of the listed company in 2024 was -107.3578 million yuan, and the net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses was -113.1406 million yuan. It is assumed that the net profit attributable to the shareholders of the listed company in 2025 and the net profit attributable to the shareholders of the listed company after deducting non-recurring gains and losses in 2024 are calculated as being flat, increasing by 10%, and increasing by 20% respectively.

The above assumptions are only used to calculate the impact of the diluted current return of this issuance on the company's main financial indicators. They do not represent the company's profit forecast for 2025. 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.

It is assumed that the number of shares issued to specific objects this time does not exceed 71,028,297 shares (including the principal number) (the final number of shares issued shall be based on the number of shares actually issued after registration with the China Securities Regulatory Commission). If the company undergoes stock capital changes such as bonus shares, capitalization of capital reserves, etc. between the pricing base date of the issuance of A shares to specific objects and the issuance date, the number of A shares issued to specific objects will be adjusted accordingly.
The number of shares issued, the amount of funds raised, and the issuance time are only assumptions for calculation purposes. The actual number of shares issued, the issuance results and the actual date shall prevail.

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

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

December 31, 2025/2025 December 31, 2024/2024

Project degree

degree

Before the issuance Total share capital after the issuance (10,000 shares) 29,014.62 29,014.62 36,117.45 Hypothesis 1: The net profit attributable to shareholders of the parent company before and after non-deductions in 2025 will be the same as in 2024

Net profit attributable to shareholders of the parent company (millions

-10,735.78 -10,735.78 -10,735.78 yuan)

Attributable to the parent company after deducting non-recurring gains and losses

-11,314.06 -11,314.06 -11,314.06 Net profit of shareholders of the company (10,000 yuan)

Basic earnings per share (yuan/share) -0.37 -0.37 -0.37 Diluted earnings per share (yuan/share) -0.37 -0.37 -0.37Basic earnings per share after deducting non-recurring gains and losses

-0.39 -0.39 -0.39 profit (yuan/share)

Diluted earnings per share after deducting non-recurring gains and losses

-0.39 -0.39 -0.39 profit (yuan/share)

Assumption 2: The net profit attributable to shareholders of the parent company before and after non-deductions in 2025 will increase by 10% compared with 2024.

Net profit attributable to shareholders of the parent company (millions

-10,735.78 -9,662.20 -9,662.20 yuan)

December 31, 2025/2025 December 31, 2024/2024

Project degree

degree

Before issuance After issuance, after deducting non-recurring gains and losses, it belongs to the parent company

-11,314.06 -10,182.65 -10,182.65 Net profit of shareholders of the company (10,000 yuan)

Basic earnings per share (yuan/share) -0.37 -0.33 -0.33 Diluted earnings per share (yuan/share) -0.37 -0.33 -0.33Basic earnings per share after deducting non-recurring gains and losses

-0.39 -0.35 -0.35 profit (yuan/share)

Diluted earnings per share after deducting non-recurring gains and losses

-0.39 -0.35 -0.35 profit (yuan/share)

Assumption 3: The net profit attributable to shareholders of the parent company before and after non-deductions in 2025 will increase by 20% compared with 2024.

Net profit attributable to shareholders of the parent company (millions

-10,735.78 -8,588.62 -8,588.62 yuan)

Attributable to the parent company after deducting non-recurring gains and losses

-11,314.06 -9,051.25 -9,051.25 Net profit of shareholders of the company (10,000 yuan)

Basic earnings per share (yuan/share) -0.37 -0.30 -0.30 Diluted earnings per share (yuan/share) -0.37 -0.30 -0.30Basic earnings per share after deducting non-recurring gains and losses

-0.39 -0.31 -0.31 profit (yuan/share)

Diluted earnings per share after deducting non-recurring gains and losses

-0.39 -0.31 -0.31 profit (yuan/share)

Note: Relevant indicators are 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".

Special risk warning regarding the current issuance of shares to specific targets that will dilute current returns

All funds raised by the company from the issuance of shares to specific targets will be used to supplement the company's liquidity and repay debts, which will help the company improve its capital structure, enhance its risk resistance and financial stability, enhance its operations and profitability, and is in line with the company's long-term development goals and shareholders' interests. The use plan of the raised funds has been demonstrated in detail and is in line with the company's medium and long-term development plan.

After the funds raised from this issuance of shares to specific targets are in place, the company's total share capital and net assets will increase accordingly. Since the company's net profit attributable to owners of the parent company after deducting non-recurring gains and losses in 2024 will be negative, in the short term after the funds raised this time are received, the company's financial indicators such as earnings per share and weighted average return on equity will be affected. Considering the uncertainty in the above calculations, there is still a risk that shareholders' current returns will be diluted in the short term.

At the same time, in the process of analyzing the dilutive impact of this issuance to specific objects on current returns, the company's hypothetical analysis of relevant financial data in 2025 is not the company's profit forecast. The specific measures to fill the returns formulated to deal with the risk of dilution of current returns do not guarantee the company's future profits, and investors should not make investment decisions based on this.

3. Necessity and feasibility of this issuance

All funds raised from the issuance of shares to specific targets will be used to supplement working capital and repay debts, which will help enhance the company's capital strength, optimize capital structure, further enhance the company's core competitiveness, and promote the company's long-term sustainable and healthy development. It is fully necessary and feasible. Detailed analysis of the relevant content of "Section 4: Feasibility Analysis of the Board of Directors on the Use of Funds Raised" of this plan.

4. The relationship between the investment projects raised this time and the company’s existing business

All the funds raised by the company after deducting issuance expenses will be used to supplement working capital and repay debts. The company's financial strength will be improved, which will help improve the company's financial status and capital structure, continue to steadily expand its business scale, enhance the company's ability to resist risks, and further enhance profitability and core competitiveness.

The investment project with funds raised from this issuance does not involve relevant reserves in terms of personnel, technology, market and other aspects.

5. Measures taken by the company to dilute current returns

In order to safeguard the interests of investors, reduce the risk of current returns being diluted, and enhance returns to shareholders, the company plans to take a variety of measures to fill current returns. The specific measures are as follows:

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

The company will strictly abide by the requirements of laws, administrative regulations and normative documents such as the "Company Law", "Securities Law", "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 in accordance with the provisions of laws, administrative regulations and the "Articles of Association" and make decisions. Scientific, rapid and prudent decision-making; ensure that independent directors can conscientiously perform their duties and effectively 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 independently and effectively exercise the power of supervision and inspection of the board of directors, management and company finance, and provide institutional guarantee for the development of the company.

(2) Strengthen the management of raised funds and improve the efficiency of use of raised funds

In order to regulate the management and use of raised funds, the company has formulated the "Raised Funds Management System" and other relevant systems to restrict the deposit and use of raised funds in accordance with the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Shanghai Stock Exchange Stock Listing Rules" and other laws and regulations and the "Articles of Association". After the funds raised from this issuance are in place, the company will store the raised funds in a special account in accordance with relevant regulations and the requirements of the "Raised Funds Management System" and use the raised funds in accordance with relevant regulations to ensure the standardized use of raised funds, prevent risks in the use of raised funds, and improve the efficiency of the use of raised funds.

(3) Improve the profit distribution system and strengthen the investor return mechanism

In accordance with the "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies" (CSRC Announcement [2025] No. 5) and the "Articles of Association" and other relevant regulations, and taking into account factors such as the company's profitability, business development plan, shareholder returns, social capital costs, and external financing environment, the company has formulated the "Shareholder Return Plan for the Next Three Years (2025-2027)" Year)" will help further standardize the company's dividend behavior, promote the company to establish a scientific, sustainable and stable dividend mechanism, ensure shareholders' reasonable return on investment, and increase the transparency and operability of dividend distribution decisions. After the issuance is completed, the company will strictly implement the "Articles of Association" and implement relevant systems for cash dividends in accordance with relevant laws and regulations to protect the interests of investors.

Commitments made by the company’s actual controller, directors, and senior managers that the company’s compensation return measures can be effectively implemented

(1) The company’s actual controller’s commitment to ensure that the company’s top-up return measures can be effectively implemented. In order to ensure that the company’s top-up return measures can be effectively implemented, the company’s actual controller has made the following commitments: “1. I will not intervene in the company’s business and management activities beyond my authority and will not infringe on the company’s interests;

From the date of this commitment to the completion of the company’s issuance, if the China Securities Regulatory Commission and the Shanghai Stock Exchange make other new regulatory provisions on supplementary return measures and commitments, and the above commitments cannot meet the requirements of the China Securities Regulatory Commission and other securities regulatory agencies, I promise to issue supplementary commitments in accordance with the latest regulations of the China Securities Regulatory Commission and other securities regulatory agencies;
I promise to earnestly implement the relevant supplementary return measures formulated by the company and any commitments made regarding the supplementary return measures. If I violate the above commitments or refuse to perform the above commitments, I agree to be punished or take relevant supervisory measures in accordance with the relevant laws and regulations formulated or promulgated by the China Securities Regulatory Commission, Shanghai Stock Exchange and other securities regulatory agencies; if I violate these commitments and cause losses to the company or investors, I am willing to bear the liability for compensation to the company or investors in accordance with the law. "

(2) The commitment made by the company’s directors and senior managers that the company’s supplementary return measures can be effectively implemented

The company’s directors and senior managers make the following commitments:

“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;

I promise to restrict my job consumption behavior;
I promise not to use company assets to engage in investment or consumption activities unrelated to the performance of my duties;
I promise that the remuneration system formulated by the board of directors or the remuneration committee will be linked to the implementation of the company's supplementary return measures;
If the company implements an equity incentive plan in the future, I promise that the exercise conditions of the future equity incentive plan will be linked to the implementation of the company's top-up return measures;
From the date of this commitment to the completion of the company’s issuance, if the China Securities Regulatory Commission and the Shanghai Stock Exchange make other new regulatory provisions on supplementary return measures and commitments, and the above commitments cannot meet the requirements of the China Securities Regulatory Commission and other securities regulatory agencies, I promise to issue supplementary commitments in accordance with the latest regulations of the China Securities Regulatory Commission and other securities regulatory agencies;
I promise to earnestly implement the measures for filling immediate returns formulated by the company and any commitments I make regarding measures for filling immediate returns. If I violate these commitments and cause losses to the company or investors, I am willing to bear the liability for compensation to the company or investors in accordance with the law. "
Review procedures for the filling measures and commitments regarding the current issuance of diluted immediate returns. The company’s matters regarding the dilutive spot returns from this stock issuance, the filling measures and the commitments of relevant entities have been reviewed and approved at the 43rd meeting of the company’s fourth session of the board of directors and the third extraordinary general meeting of shareholders in 2025, and were reviewed and approved by the second meeting of the company’s fifth session of the board of directors.

Board of Directors of Tianyu Biotechnology Co., Ltd.

October 23, 2025