/Tebao Biotechnology: Plan for issuance of convertible corporate bonds to unspecified objects (revised draft)

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Tebao Biotechnology: Plan for issuance of convertible corporate bonds to unspecified objects (revised draft)

Shanghai Stock Exchange

2026/03/27

Securities code: 688278 Securities abbreviation: Tebao Biotech

Xiamen Tebao Bioengineering Co., Ltd.

Xiamen Amoytop Biotech Co., Ltd.

(No. 330, Wengjiao Road, Xinyang Industrial Zone, Haicang, Xiamen City)

Plan for issuance of convertible corporate bonds to unspecified objects (revised draft)

March 2026

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

Company Statement

The company and all members of the board of directors guarantee that the content of this plan is true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions, fulfill their commitments in accordance with the principle of good faith, and assume corresponding legal responsibilities.
After the completion of this issuance of convertible corporate bonds to unspecified objects, the company shall be solely responsible for changes in the company's operations and income. Investors shall be solely responsible for the investment risks arising from this issuance of convertible corporate bonds to unspecified objects.
The plan for the issuance of convertible corporate bonds to unspecified objects (hereinafter referred to as the "plan") is the explanation of the company's board of directors for the issuance of convertible corporate bonds to unspecified objects. 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 registration of the review and registration department on matters related to the issuance of convertible corporate bonds to unspecified objects. The effectiveness and completion of the matters related to the issuance of convertible corporate bonds to unspecified objects described in this plan are subject to review by the company’s shareholders’ meeting, review by the Shanghai Stock Exchange and registration with the China Securities Regulatory Commission (hereinafter referred to as the “China Securities Regulatory Commission”), and the final plan registered by the China Securities Regulatory Commission shall prevail.

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

2. Overview of this issuance

(1) Types of securities issued

The type of securities issued this time is convertible corporate bonds that can be converted into the company's A shares. The convertible corporate bonds and the company's A shares converted in the future will be listed on the Shanghai Stock Exchange's Science and Technology Innovation Board.

(2) Issuance scale

According to the provisions of relevant laws, regulations and normative documents, combined with the company's financial status and investment plan, the total amount of funds raised by the convertible corporate bonds to be issued this time shall not exceed RMB 1,533,266,900 (inclusive). The specific amount of funds to be raised shall be determined by the company's board of directors (or person authorized by the board of directors) authorized by the company's shareholders' meeting within the above-mentioned amount.

(3) Par amount and issue price

The convertible corporate bonds issued this time are issued at face value, with each face value being RMB 100.00.

(4) Bond term

The term of the convertible corporate bonds issued this time is 6 years from the date of issuance.

(5) Bond interest rates

The method of determining the coupon rate of the convertible corporate bonds issued this time and the final interest rate level in each interest calculation year shall be determined by the company's board of directors (or person authorized by the board of directors) authorized by the company's shareholders' meeting to negotiate with the sponsor (lead underwriter) based on national policies, market conditions and the company's specific circumstances before issuance.

If the bank deposit interest rate of this convertible corporate bond is adjusted before the issuance is completed, the company's shareholders meeting will authorize the board of directors (or a person authorized by the board of directors) to adjust the coupon rate accordingly.

(6) Time limit and method of repayment of principal and interest

The convertible corporate bonds issued this time adopt an annual interest payment method, and the principal of the outstanding convertible corporate bonds will be returned at maturity and the interest for the last year will be paid.

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

Calculation of annual interest

Annual interest refers to the current interest that holders of convertible corporate bonds can enjoy every year based on the total par amount of the convertible corporate bonds they hold from the first day of issuance of the convertible corporate bonds.

The calculation formula for annual interest is: I=B×i

Among them: I refers to the annual interest amount; B refers to the total par amount of convertible corporate bonds held by the holders of the convertible corporate bonds issued this time on the interest payment claim registration date in the interest accrual year (hereinafter referred to as the "current year" or "annual"); i refers to the coupon rate of the convertible corporate bonds for the year.

Interest payment method

(1) The convertible corporate bonds issued this time adopt an annual interest payment method, and the starting date of interest calculation is the first day of the issuance of the convertible corporate bonds.

(2) Interest payment date: The annual interest payment date is the day of each full year from the first day of the issuance of the convertible corporate bonds. If that day is a legal holiday or rest day, it will be postponed to the next trading day, and no additional interest will be paid during the extension period. There is one interest accrual year between two adjacent interest payment dates.

(3) Interest payment creditor's rights registration date: The annual interest payment creditor's rights registration date is the trading day before the annual interest payment date. The company will pay the current year's interest within five trading days after the annual interest payment date. For convertible corporate bonds that are converted into company stocks before the registration date of interest-paying claims (including the registration date of interest-paying claims), the company will no longer pay interest to its holders for this and subsequent interest-bearing years.

(4) The tax payable on the interest income received by the holders of convertible corporate bonds shall be borne by the holders.

Repay principal and interest when due

The company will complete the repayment of the principal and interest of the bond balance within five working days after the expiration of the convertible corporate bonds.

(7) Share conversion period

The conversion period of the convertible corporate bonds issued this time starts from the first trading day six months after the issuance of the convertible corporate bonds and ends on the maturity date of the convertible corporate bonds (if it falls on a legal holiday or rest day, it will be extended to the first working day thereafter; no additional interest will be accrued on interest payments during the postponement period).

(8) Determination and adjustment of share conversion price

Basis for determining the initial conversion price

The initial conversion price of the convertible corporate bonds issued this time shall not be lower than the average trading price of the company's A shares in the twenty trading days before the announcement date of the prospectus (if there is a stock price adjustment due to ex-rights and ex-dividends within the twenty trading days, the average trading price on the trading day before the adjustment will be adjusted according to the corresponding ex-rights and ex-dividends. Xiamen Tebao Bioengineering Co., Ltd.'s plan to issue convertible corporate bonds to unspecified objects (revised draft)

price calculation) and the average trading price of the company's A shares on the previous trading day. The specific initial conversion price is determined by the company's board of directors (or person authorized by the board of directors) authorized by the company's shareholders' meeting to negotiate with the sponsor (lead underwriter) based on the market and company's specific conditions before the issuance.

The average trading price of the company's A shares in the previous twenty trading days = the total trading volume of the company's A shares in the previous twenty trading days/the total trading volume of the company's A shares in the twenty trading days;

The average trading price of the company’s A shares on the previous trading day = the total trading volume of the company’s A shares on the previous trading day/the total trading volume of the company’s A shares on that day.

Adjustment method and calculation formula of stock conversion price

After the issuance of the convertible bonds, when the company distributes stock dividends, converts to increase in share capital, issues new shares (excluding the increase in share capital due to the conversion of the convertible corporate bonds issued this time), allots shares, distributes cash dividends, etc., the conversion price will be adjusted according to the following formula (retaining two decimal places, the last digit is rounded):

Distribute stock dividends or convert to share capital: P1=P0/(1+n);

Issuance of new shares or rights issue: P1=(P0+A×k)/(1+k);

The above two items are carried out simultaneously: P1=(P0+A×k)/(1+n+k);

Distribute cash dividends: P1=P0-D;

The above three items are carried out simultaneously: P1=(P0-D+A×k)/(1+n+k);

Among them: P1 is the conversion price after adjustment; P0 is the conversion price before adjustment; n is the distribution of stock dividends or the conversion rate of increased share capital; A is the new stock price or allotment price; k is the issuance of new shares or allotment rate; D is the cash dividend per share.

When the company experiences the above-mentioned changes in shares and/or shareholders' equity, it will adjust the conversion price in sequence, and publish relevant announcements on the website of the Shanghai Stock Exchange or other listed company information disclosure media designated by the China Securities Regulatory Commission. The announcement will state the date of adjustment of the conversion price, the adjustment method, and the period of suspension of conversion (if necessary). When the conversion price adjustment date is on or after the conversion application date of the convertible bond holder and before the conversion stock registration date, the holder's conversion application will be executed according to the company's adjusted conversion price.

When the company may undergo a share repurchase, merger, spin-off or any other situation that changes the company's share class, number and/or shareholders' equity, which may affect the creditor's rights or conversion-derived rights of the convertible bond holders, the company will adjust the conversion price based on the specific circumstances and in accordance with the principles of fairness, justice, fairness and the principle of fully protecting the rights and interests of the convertible bond holders. The content and operation methods of the adjustment of the share conversion price will be formulated in accordance with the relevant national laws and regulations and the relevant provisions of the securities regulatory authorities at the time.

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

(9) Terms for downward revision of stock conversion price

Correction authority and correction range

During the existence of the convertible corporate bonds issued this time, when the closing price of the company's A shares on at least fifteen trading days out of any thirty consecutive trading days is lower than 85% of the current conversion price, the company's board of directors has the right to propose a downward revision plan for the conversion price and submit it to the company's shareholders' meeting for a vote.

The above plan must be approved by more than two-thirds of the voting rights held by shareholders attending the meeting before it can be implemented. When voting at the shareholders' meeting, shareholders holding convertible corporate bonds issued this time should abstain. The revised stock conversion price shall not be lower than the average trading price of the company's A shares on the twenty trading days before the date of the shareholders' meeting and the average trading price of the company's A shares on the previous trading day.

If a conversion price adjustment occurs within the aforementioned thirty trading days, the calculation will be based on the conversion price and closing price before the adjustment on the trading day before the conversion price adjustment date, and the adjusted conversion price and closing price on the conversion price adjustment date and subsequent trading days.

Correction procedure

If the company decides to revise the conversion price downward, the company will publish relevant announcements on the website of the Shanghai Stock Exchange or other listed company information disclosure media designated by the China Securities Regulatory Commission, announcing the extent of the correction, the equity registration date and the period of suspension of conversion (if necessary) and other relevant information. Starting from the first trading day after the equity registration date (i.e., the date of revision of the conversion price), the conversion application will be resumed and the revised conversion price will be implemented.

If the date of revision of the conversion price is on or after the date of conversion application and before the registration date of conversion shares, such conversion application shall be executed based on the revised conversion price.

(10) How to determine the number of shares to be converted and how to handle the amount of less than one share when converting shares

When holders of the convertible corporate bonds issued this time apply to convert shares during the conversion period, the number of shares to be converted is calculated as Q=V/P, and the number of shares converted is an integer multiple of one share using the rounding method.

Among them: Q refers to the number of convertible corporate bond holders applying for conversion; V refers to the total par amount of convertible corporate bonds applied for conversion by convertible corporate bond holders; P refers to the conversion price valid on the day of application for conversion.

The shares that holders of convertible corporate bonds apply for conversion must be an integral number of shares. If the balance of the convertible bonds is insufficient to be converted into one share during the conversion, the company will, in accordance with the relevant regulations of the China Securities Regulatory Commission, the Shanghai Stock Exchange, the securities registration authority and other departments, pay in cash the par balance of the convertible bonds that is insufficient to be converted into one share and the corresponding accrued interest for the current period within five trading days after the date of conversion by the convertible bond holder.

(11) Redemption terms

Terms of redemption upon maturity

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

Within five trading days after the expiration of the convertible corporate bonds issued this time, the company will redeem all convertible corporate bonds that have not been converted into shares. The specific redemption price will be determined by the board of directors (or person authorized by the board of directors) authorized by the shareholders' meeting and the sponsor (lead underwriter) based on market conditions at the time of issuance.

Conditional redemption terms

During the conversion period of the convertible corporate bonds issued this time, when either of the following two situations occurs, the board of directors (or person authorized by the board of directors) authorized by the company's shareholders has the right to decide to redeem all or part of the unconverted convertible corporate bonds at the price of the bond's face value plus current accrued interest:

(1) During the conversion period of the convertible corporate bonds issued this time, if the closing price of the company's A shares on at least fifteen trading days out of thirty consecutive trading days is not less than 130% (inclusive) of the current conversion price; (2) When the unconverted balance of the convertible corporate bonds issued this time is less than 30 million yuan.

The calculation formula for the above-mentioned current accrued interest is: IA=B×i×t/365.

Among them: IA refers to the accrued interest in the current period; B refers to the total face amount of the convertible bonds held by the holders of the convertible bonds issued this time; i refers to the coupon rate of the convertible corporate bonds in the current year; t refers to the number of interest accrual days, that is, the actual number of calendar days from the last interest payment date to the redemption date of this interest accrual year (the beginning is not counted).

If the conversion price is adjusted within the aforementioned thirty trading days, the calculation will be based on the conversion price and closing price before the adjustment on the trading day before the adjustment, and the adjusted conversion price and closing price on the day of adjustment and subsequent trading days.

(12) Sale-back terms

Conditional sell-back clause

In the last two interest accrual years of the convertible corporate bonds issued this time, if the closing price of the company's A shares on any thirty consecutive trading days is lower than 70% of the current conversion price, the convertible corporate bond holders have the right to sell all or part of the convertible corporate bonds they hold back to the company at the face value plus current accrued interest.

If the conversion price has been adjusted within the aforementioned thirty trading days due to distribution of stock dividends, conversion to share capital, issuance of new shares (excluding the increase in share capital due to the conversion of convertible corporate bonds issued this time), allotment of shares, distribution of cash dividends, etc., then the calculation will be based on the conversion price and closing price before the adjustment on the trading day before the adjustment, and the adjusted conversion price and closing price on the trading day after the adjustment. If the conversion price is revised downward, the "thirty consecutive trading days" mentioned above must be recalculated based on the revised conversion price starting from the first trading day after the adjustment of the conversion price.

In the last two interest accrual years of the convertible corporate bonds issued this time, the holders of the convertible corporate bonds will issue convertible corporate bonds to unspecified objects in each Xiamen Tebao Bioengineering Co., Ltd. plan (revised draft)

The put-back right can be exercised once according to the above agreed conditions after the put-back conditions are met for the first time in each interest-bearing year. If the put-back conditions are met for the first time and the convertible corporate bond holder fails to declare and implement the put-back within the call-back declaration period announced by the company at that time, the put-back right cannot be exercised again in that interest-bearing year, and the convertible corporate bond holder cannot exercise part of the put-back right multiple times.

Additional sell-back terms

If the implementation of the investment project raised by the convertible corporate bonds issued this time has significant changes compared with the company's commitments in the prospectus, and the change is recognized by the China Securities Regulatory Commission or the Shanghai Stock Exchange as a change in the purpose of the raised funds, the holders of the convertible corporate bonds have the right to sell back once. Convertible corporate bond holders have the right to sell all or part of the convertible corporate bonds they hold back to the company at the price of the bond's face value plus current accrued interest.

After the holders of convertible corporate bonds meet the additional sell-back conditions, they can sell back during the additional sell-back declaration period after the company's announcement. If the additional sell-back declaration period is not implemented within the additional sell-back declaration period, the additional sell-back right will be automatically lost and the additional sell-back right may no longer be exercised.

The calculation formula for current accrued interest is: IA=B×i×t/365.

Among them: IA refers to the accrued interest in the current period; B refers to the total face amount of the convertible bonds held by the convertible bond holders to be sold back; i refers to the coupon rate of the convertible corporate bonds for the current year; t refers to the number of interest accrual days, that is, the actual number of calendar days from the last interest payment date to the redemption date of this interest accrual year (the beginning is not counted).

(13) Dividend distribution after share conversion

The company's A shares added due to the conversion of the convertible corporate bonds issued this time have the same rights and interests as the existing A shares. All common shareholders registered after the market closes in the afternoon on the equity registration date for dividend distribution (including shareholders formed due to the conversion of convertible corporate bonds) will participate in the current dividend distribution and enjoy the same rights and interests.

(14) Issuance method and issuance objects

The specific issuance method of this convertible bond will be determined by the board of directors (or person authorized by the board of directors) authorized by the company's shareholders' meeting and the sponsor (lead underwriter) in accordance with the relevant provisions of laws and regulations.

The convertible bonds are issued to natural persons, legal persons, securities investment funds, and other investors who comply with legal regulations (except those prohibited by national laws and regulations) who hold securities accounts of the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.

(15) Arrangements for placement to original shareholders

The convertible corporate bonds issued this time are subject to preferential allotment to the company's existing shareholders, and existing shareholders have the right to waive their preferential allotment rights. The specific proportion of preferential allotment to existing shareholders shall be authorized by the company’s shareholders’ meeting and the board of directors (or board of directors)

Persons authorized by the board of directors) shall be determined through consultation with the sponsor (lead underwriter) based on market conditions before this issuance, and shall be disclosed in the issuance announcement of this convertible bond.

The balance beyond the preferential allotment by the company's existing shareholders and the amount of the preferential allotment that existing shareholders have given up on subscribing for will be conducted through a combination of offline sales to institutional investors and/or online pricing issuance through the Shanghai Stock Exchange system. The balance will be underwritten by the underwriters.

(16) Matters related to bondholders’ meetings

Rights of bondholders

(1) Enjoy the agreed interest based on the amount of convertible bonds it holds;

(2) Convert the convertible bonds held into company stocks according to the conditions agreed in the Prospectus; (3) Exercise the put-back right according to the conditions agreed in the Prospectus;

(4) Transfer, donate or pledge the convertible bonds held by it in accordance with the provisions of laws, administrative regulations and the Articles of Association;

(5) Enjoy its right to know as a bondholder in accordance with the provisions of laws, administrative regulations, Articles of Association and Prospectus;

(6) Require the company to repay the principal and interest of the convertible bonds according to the time limit and method agreed in the "Prospectus"; (7) Participate or entrust an agent to attend the bondholders' meeting and exercise voting rights in accordance with laws, administrative regulations and other relevant regulations;

(8) Other rights as a creditor of the company conferred by laws, administrative regulations and the Articles of Association.

Obligations of bondholders

(1) Comply with the relevant provisions of the terms of the convertible bonds issued by the company;

(2) Pay subscription funds according to the amount of convertible bonds subscribed;

(3) Comply with the effective resolutions reached at the bondholders’ meeting;

(4) Except for the provisions of laws, regulations and the provisions of the Prospectus, the company shall not be required to repay the principal and interest of the convertible bonds in advance;

(5) Other obligations that should be borne by bondholders as stipulated in laws, administrative regulations and the Articles of Association.

Convening of bondholders’ meeting

During the duration of the convertible bonds issued this time, if one of the following circumstances occurs and the bondholders are required to make a decision or authorize the adoption of corresponding measures, a bondholder meeting shall be convened:

(1) The company plans to change the provisions of the Prospectus;

(2) Plan to modify the bondholders’ meeting rules for this convertible bond;

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

(3) The proposed dismissal or change of the trustee or the main contents of the trustee management agreement;

(4) The company fails to pay the principal and interest of this convertible bond on time;

(5) The company undergoes capital reduction (excluding capital reduction due to employee stock ownership plans, equity incentives or fulfillment of performance commitments resulting in share repurchase, and capital reduction caused by share repurchase necessary to maintain the company's value and shareholder rights), merger, division, trusteeship, dissolution, reorganization or filing for bankruptcy or entering bankruptcy proceedings in accordance with the law; (6) There are significant changes in the guarantor (if any), collateral (if any) or other debt repayment safeguards of this convertible bond;

(7) The bond trustee, the company’s board of directors, and bondholders who individually or collectively hold more than 10% of the total face value of the outstanding bonds of the current period of convertible bonds make a written proposal to convene the meeting;

(8) The company's management cannot perform its duties normally, resulting in serious uncertainty in its debt repayment ability; (9) The company proposes a major debt restructuring plan;

(10) Other circumstances in which a meeting of bondholders should be convened as stipulated in the Prospectus;

(11) The company has other events that have a significant impact on the rights and interests of bondholders;

(12) Other circumstances under which a bondholder meeting should be convened in accordance with the provisions of laws, administrative regulations, the China Securities Regulatory Commission, the Shanghai Stock Exchange and the convertible corporate bondholders meeting rules.

The following institutions or persons may propose to convene a meeting of bondholders

(1) Bond trustee;

(2) Company board of directors;

(3) Written proposals from bondholders who individually or collectively hold more than 10% of the total face value of the outstanding bonds of this convertible bond;

(4) Other institutions or persons stipulated by relevant laws and regulations, China Securities Regulatory Commission, and Shanghai Stock Exchange.

(17) Purpose of raised funds

The total amount of funds raised from this issuance of convertible bonds (including issuance fees) shall not exceed RMB 1,533.2669 million (including the principal amount). The net proceeds after deducting the issuance fees will be used for the following projects:

Unit: RMB 10,000 Serial number Project name Total project investment Planned investment of raised funds 1 New drug research and development project 85,875.93 67,059.03 2 Biotechnology innovation integration center construction project 47,071.67 46,191.96 3 Tebao biological innovative drug production expansion project-production line construction 42,075.70 40,075.70

Total 175,023.30 153,326.69

Before the funds raised from this issuance are in place, the company will issue convertible corporate bonds to unspecified objects based on the actual progress of the investment project with raised funds. Xiamen Tebao Bioengineering Co., Ltd.'s plan (revised draft)

In this case, self-owned or self-raised funds will be invested first, and after the raised funds are in place, they will be replaced in accordance with the procedures stipulated in relevant laws and regulations.

If the actual funds raised in this issuance (after deducting issuance expenses) are less than the total amount of funds to be invested in this issuance, the company's board of directors (or person authorized by the board of directors) will arrange the specific use of the raised funds based on the importance and urgency of the purpose of the raised funds, and the shortfall will be settled with its own funds or self-raised methods. Without changing the investment projects with raised funds, the company's board of directors may make appropriate adjustments to the sequence and amount of investment in the above-mentioned projects based on the actual needs of the project.

(18) Raised funds management and special accounts

The company has formulated a "Raised Funds Management System". The funds raised from this issuance will be deposited in a special account decided by the company's board of directors (or a person authorized by the board of directors). The specific account opening matters will be determined by the company's board of directors (or a person authorized by the board of directors) before the issuance.

(19) Guarantee matters

The convertible corporate bonds issued this time are not guaranteed.

(20) Rating matters

The convertible corporate bonds issued this time will be entrusted with a qualified credit rating agency for credit rating and follow-up rating. Credit rating agencies shall publish a follow-up rating report at least once a year.

(21) Validity period of the issuance plan

The company's plan to issue convertible corporate bonds to unspecified objects is valid for twelve months, starting from the date the issuance plan is reviewed and approved by the shareholders' meeting.

3. Financial accounting information and management discussion and analysis

The company's 2023, 2024 and 2025 annual financial reports were audited by Rongcheng Accounting Firm (Special General Partnership), and issued standard unqualified audit reports of "Rongcheng Shenzi [2024] No. 361Z0240", "Rongcheng Shenzi [2025] 361Z0057" and "Rongcheng Shenzi [2026] No. 361Z0136" respectively.

(1) Consolidated financial statements for the past three years

Consolidated balance sheet

Unit: 10,000 yuan

Item End of 2025 End of 2024 Current assets at the end of 2023:

Monetary funds 55,316.13 37,182.17 41,295.69

Trading financial assets 46,248.19 28,996.40 25,708.11 Xiamen Tebao Bioengineering Co., Ltd. Plan for issuing convertible corporate bonds to unspecified objects (revised draft)

Notes receivable 17,456.05 3,702.79 321.17 Accounts receivable 106,917.61 77,149.65 43,781.05 Prepayments 3,079.70 3,876.82 2,338.91 Other receivables 2,193.34 2,197.69 1,780.02 Inventories 41,490.37 26,354.64 18,701.77 Non-current assets due within one year 3,074.00 - Other current assets 336.11 174.87 92.38

Total current assets 273,037.50 182,709.02 134,019.10

Non-current assets:

Other non-current financial assets 6,165.24 5,676.29 3,735.07 Fixed assets 83,178.59 49,652.63 29,875.06 Construction in progress 9,970.64 18,155.66 18,371.51 Right-of-use assets 3,511.09 867.22 838.71 Intangible assets 35,923.15 17,084.85 19,154.00 Development expenses 1,855.46 20,889.17 16,111.09 Goodwill 6,447.56 - - Long-term prepaid expenses 4,483.91 1,230.80 1,559.08 Deferred income tax assets 9,752.92 6,908.99 4,366.20 Other non-current assets 3,026.00 1,866.85 7,578.90

Total non-current assets 164,314.56 122,332.47 101,589.61 Total assets 437,352.06 305,041.48 235,608.71

Current liabilities:

Short-term borrowings 3,064.90 - - Trading financial liabilities 3,149.18 - - Accounts payable 10,646.74 6,014.08 4,062.46 Contract liabilities 5,589.53 6,312.60 6,005.31 Employee compensation payable 21,768.47 17,847.83 19,716.88 Taxes payable 12,135.43 6,976.45 6,509.05 Other payables 12,663.87 4,332.79 3,641.46 Non-current liabilities due within one year 1,683.00 566.85 416.34 Other current liabilities 10.27 12.34 14.27

Total current liabilities 70,711.39 42,062.95 40,365.76

Non-current liabilities:

Long-term borrowings 10,400.00 - - Xiamen Tebao Bioengineering Co., Ltd.'s plan to issue convertible corporate bonds to unspecified objects (revised draft)

Lease liabilities 2,449.11 326.81 376.07 Estimated liabilities 4,413.36 3,930.58 3,124.60 Deferred income 3,650.65 3,296.14 4,061.64 Deferred income tax liabilities 769.68 93.38 40.51 Total non-current liabilities 21,682.81 7,646.91 7,602.81

Total liabilities 92,394.20 49,709.85 47,968.58

Owner's equity (or stockholders' equity):

Share capital 40,818.95 40,680.00 40,680.00 Capital reserve 52,899.23 41,313.97 39,703.90 Other comprehensive income - - Surplus reserve 20,543.66 18,295.30 11,754.84 Undistributed profits 230,696.03 155,042.36 95,501.39 Total equity attributable to shareholders of the parent company 344,957.87 255,331.63 187,640.13

Total owners’ equity 344,957.87 255,331.63 187,640.13

Total liabilities and owners’ equity 437,352.06 305,041.48 235,608.71

Consolidated income statement

Unit: 10,000 yuan

Project 2025 2024 2023

Total operating income 369,556.79 281,715.82 210,032.29

Including: operating income 369,556.79 281,715.82 210,032.29

Total operating costs 248,120.20 188,137.38 143,556.54

Including: Operating costs 25,999.06 18,351.10 14,005.44Taxes and surcharges 1,996.49 1,373.48 1,123.65Sales expenses 145,140.02 111,326.14 84,880.09Administrative expenses 36,391.00 27,833.51 21,030.93R&D expenses 38,802.58 29,470.70 22,997.51Financial expenses -208.94 -217.55 -481.08Including: Interest expenses 142.45 45.27 50.62

Interest income 404.25 294.08 662.70Plus: other income 2,700.82 3,355.89 2,297.99Investment income 659.93 405.34 354.72Income from changes in fair value 344.80 88.29 265.05Credit impairment losses -6.04 -360.84 -46.38

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

Asset impairment loss - -1,275.96 Asset disposal income -71.80 6.54 0.88

Operating profit 125,064.30 97,073.66 68,072.05

Add: Non-operating income 115.72 68.23 45.31Minus: Non-operating expenses 7,642.54 4,039.23 4,051.91

Total profit 117,537.48 93,102.66 64,065.45

Less: Income tax expense 14,413.85 10,342.43 8,520.51

Net profit 103,123.63 82,760.22 55,544.94

(1) Net profit from continuing operations 103,123.63 82,760.22 55,544.94

(2) Net profit from discontinued operations

Net profit attributable to shareholders of the parent company 103,123.63 82,760.22 55,544.94 Profit and loss of minority shareholders

Net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses 106,212.85 82,696.48 57,939.00

6. Earnings per share:

(1) Basic earnings per share (yuan) 2.53 2.03 1.37

(2) Diluted earnings per share (yuan) 2.52 2.03 1.37

Other comprehensive income - Other comprehensive income attributable to shareholders of the parent company - -
Total comprehensive income 103,123.63 82,760.22 55,544.94 Total comprehensive income attributable to shareholders of the parent company 103,123.63 82,760.22 55,544.94
Consolidated cash flow statement

Unit: 10,000 yuan

Project 2025 2024 2023

1. Cash flow generated from operating activities:

Cash received from selling goods and providing services 337,074.54 254,243.30 200,752.19 Tax refunds received 105.38 81.35 155.69 Cash received from other operating activities 3,906.31 3,211.63 2,985.33 Subtotal of cash inflows from operating activities 341,086.23 257,536.28 203,893.21 Cash paid for purchasing goods and receiving services 27,388.61 15,299.64 16,762.19 Cash paid to and for employees 94,743.66 73,965.71 44,285.05 Various taxes paid 26,371.34 22,963.17 16,967.71 Other cash paid related to operating activities 119,645.04 102,244.44 74,668.18 Subtotal of cash outflows from operating activities 268,148.65 214,472.97 152,683.13

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

Net cash flow generated from operating activities 72,937.59 43,063.32 51,210.08

2. Cash flow generated from investing activities:

Cash received from recovery of investment 155,942.76 63,912.09 59,865.25

Net cash received from disposal of fixed assets, intangible assets and other long-term assets 74.58 2.78 4.41 Subtotal of cash inflows from investing activities 156,017.34 63,914.87 59,869.66 Cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets 25,614.33 25,135.33 28,846.12 Cash paid for investment 174,596.66 69,641.22 61,600.00

Net cash paid to acquire subsidiaries and other business units 5,839.47

Subtotal of cash outflows from investing activities 206,050.46 94,776.55 90,446.12 Net cash flow generated from investing activities -50,033.12 -30,861.68 -30,576.46

3. Cash flow generated from financing activities:

Cash received from investment absorption 5,443.98 - -

Cash received from borrowings 14,067.04 - - Subtotal of cash inflows from financing activities 19,511.02 - - Cash paid to repay debt - - Cash paid to distribute dividends, profits or repay interest 25,287.43 16,678.80 8,664.84

Payment of other cash related to financing activities 939.37 622.90 626.16 Subtotal of cash outflows from financing activities 26,226.80 17,301.70 9,291.00 Net cash flow generated from financing activities -6,715.79 -17,301.70 -9,291.00

Impact of exchange rate changes on cash and cash equivalents -54.94 -13.46 -110.63
Net increase in cash and cash equivalents 16,133.73 -5,113.52 11,231.99

Add: Balance of cash and cash equivalents at the beginning of the period 36,151.57 41,265.09 30,033.10

Balance of cash and cash equivalents at the end of the period 52,285.30 36,151.57 41,265.09

(2) Scope and changes of consolidated financial statements

Changes in the scope of consolidated statements in 2023

In 2023, the scope of the company's consolidated statements has not changed.

Changes in the scope of consolidated statements in 2024

The newly established subsidiary included in the scope of consolidation in this period is Shenzhen Anmu Duokang Internal Medicine Clinic, which was canceled in this period.

Its subsidiary is Xiamen Haicang Tingyue Clinic Co., Ltd.

Changes in the scope of consolidated statements in 2025

The company acquired Skyline Therapeutics Limited and its subsidiaries on July 29, 2025

Skyline Therapeutics (Hong Kong) Limited, Jiutian Biopharmaceutical (Shanghai) Co., Ltd., Jiutian

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

Tian Biopharmaceutical (Hangzhou) Co., Ltd. and Lanyue Biomedical Technology (Hangzhou) Co., Ltd., the above entities are included in the scope of consolidated statements in this period. The newly established subsidiaries of the company included in the scope of consolidation are Beijing Anmutokang Internal Medicine Clinic Co., Ltd. and Skyline Therapeutics (US) Inc., and the subsidiary canceled in this period is Bosai Cayman Ltd.

(3) Main financial indicators for the past three years and the first period

Main financial indicators

End of 2025 End of 2024 End of 2023 Project

/2025 /2024 /2023 Current ratio (times) 3.86 4.34 3.32 Quick ratio (times) 3.27 3.72 2.86 Asset-liability ratio (consolidated) 21.13% 16.30% 20.36% Net assets per share attributable to shareholders of the parent company

8.45 6.28 4.61 (yuan/share)

Accounts receivable turnover rate (times/year) 3.98 4.61 6.32 Inventory turnover rate (times/year) 0.77 0.81 0.88 Net cash flow generated from operating activities per share

1.79 1.06 1.26 (yuan/share)

Net cash flow per share (yuan/share) 0.40 -0.13 0.28Note:

Current ratio = current assets/current liabilities
Quick ratio = (current assets - inventory) / current liabilities
Asset-liability ratio = (total liabilities/total assets) × 100%
Net assets per share attributable to shareholders of the parent company = (equity attributable to shareholders of the parent company at the end of the period - other equity instruments) / total share capital at the end of the period
Accounts receivable turnover rate = operating income/average balance of accounts receivable at the beginning and end of the period
Inventory turnover rate = operating cost/average balance of inventory at the beginning and end of the period
Net cash flow generated from operating activities per share = Net cash flow generated from operating activities/Total equity at the end of the period
Net cash flow per share = net increase (or decrease) in cash and cash equivalents/total equity at the end of the period
Earnings per share and return on net assets before and after deducting non-recurring gains and losses in the last three years

The company calculated the net Xiamen Tebao Bioengineering Co., Ltd. in accordance with the requirements of the China Securities Regulatory Commission's "Information Disclosure Preparation Rules No. 9 for Companies that Publicly Offer Securities - Calculation and Disclosure of Return on Net Assets and Earnings Per Share (Revised in 2010)" (China Securities Regulatory Commission Announcement [2010] No. 2) and "Explanatory Announcement No. 1 for Information Disclosure by Companies that Publicly Offer Securities - Non-recurring Profit and Loss" (China Securities Regulatory Commission Announcement [2008] No. 43). Plan for issuance of convertible corporate bonds to unspecified objects (revised draft)

Return on assets and earnings per share are as follows:

Weighted average net assets earnings per share (yuan)

Profit during the reporting period Reporting period

Yield (%) Basic Dilution

2025 34.83 2.53 2.52 Attributable to the company’s common shares

Net profit of Dongfang in 2024 37.69 2.03 2.03

2023 33.98 1.37 1.37

2025 35.87 2.61 2.59 After deducting non-recurring gains and losses

Net profit attributable to the company's common shares in 2024 37.66 2.03 2.03

2023 35.44 1.42 1.42

(4) Brief analysis of the company’s financial status

Asset structure and change analysis

At the end of each reporting period, the company’s asset composition and changes are as follows:

Unit: 10,000 yuan End of 2025 End of 2024 End of 2023

Project name

Amount Percentage Amount Percentage Amount Percentage Current assets 273,037.50 62.43% 182,709.02 59.90% 134,019.10 56.88%Non-current assets 164,314.56 37.57% 122,332.47 40.10% 101,589.61 43.12%

Total assets 437,352.06 100.00% 305,041.48 100.00% 235,608.71 100.00%

At the end of each reporting period, the company's total assets were RMB 2,356,087,100, RMB 3,050,414,800 and RMB 4,373,520,600 respectively, showing an upward trend with the growth of the company's production and operation scale. During the reporting period, the company's asset structure was generally relatively stable, dominated by current assets, with good asset liquidity. The company's current assets accounted for 56.88%, 59.90% and 62.43% of total assets respectively.

(1) Analysis of composition and changes of current assets

At the end of each reporting period, the composition and changes in the company’s current assets are as follows:

Unit: 10,000 yuan End of 2025 End of 2024 End of 2023

Project name

Amount Percentage Amount Percentage Amount Percentage Monetary funds 55,316.13 20.26% 37,182.17 20.35% 41,295.69 30.81% Trading finance

46,248.19 16.94% 28,996.40 15.87% 25,708.11 19.18%

Notes receivable 17,456.05 6.39% 3,702.79 2.03% 321.17 0.24% Accounts receivable 106,917.61 39.16% 77,149.65 42.23% 43,781.05 32.67% Prepayments 3,079.70 1.13% 3,876.82 2.12% 2,338.91 1.75% Xiamen Tebao Bioengineering Co., Ltd.’s plan for issuing convertible corporate bonds to unspecified objects (revised draft)

Other receivables 2,193.34 0.80% 2,197.69 1.20% 1,780.02 1.33% Inventory 41,490.37 15.20% 26,354.64 14.42% 18,701.77 13.95% Due within one year

1,683.00 - 3,074.00 1.68% - -Non-current assets

Other current assets 336.11 0.12% 174.87 0.10% 92.38 0.07%

Total current assets 273,037.50 100.00% 182,709.02 100.00% 134,019.10 100.00%

At the end of each reporting period, the company's current assets were RMB 1,340.191 million, RMB 1,827.0902 million and RMB 2,730.375 million respectively, showing a continuous growth trend. The company's current assets mainly consist of accounts receivable, monetary funds, trading financial assets and inventories. The above four assets accounted for 96.62%, 92.87% and 91.55% of current assets at the end of each reporting period respectively. During the reporting period, the company's sales scale maintained a rapid growth trend, and the scale of its main current assets increased correspondingly with the expansion of its business scale.

(2) Analysis of composition and changes of non-current assets

At the end of each reporting period, the composition and changes of the company’s non-current assets are as follows:

Unit: 10,000 yuan End of 2025 End of 2024 End of 2023

Project name

Amount Proportion Amount Proportion Amount Proportion Other non-current finance

6,165.24 3.75% 5,676.29 4.64% 3,735.07 3.68%Assets

Fixed assets 83,178.59 50.62% 49,652.63 40.59% 29,875.06 29.41%Construction in progress 9,970.64 6.07% 18,155.66 14.84% 18,371.51 18.08%Right-of-use assets 3,511.09 2.14% 867.22 0.71% 838.71 0.83% Intangible assets 35,923.15 21.86% 17,084.85 13.97% 19,154.00 18.85% Development expenditure 1,855.46 1.13% 20,889.17 17.08% 16,111.09 15.86%Goodwill 6,447.56 3.92% - - - - Long-term deferred expenses 4,483.91 2.73% 1,230.80 1.01% 1,559.08 1.53% Deferred income tax assets 9,752.92 5.94% 6,908.99 5.65% 4,366.20 4.30% Other non-current assets 3,026.00 1.84% 1,866.85 1.53% 7,578.90 7.46%

Total non-current assets 164,314.56 100.00% 122,332.47 100.00% 101,589.61 100.00%

At the end of each reporting period, the company's non-current assets were RMB 1,015,896,100, RMB 1,223,324,700 and RMB 1,643,145,600 respectively, showing a gradual upward trend, mainly due to the company's active industrial layout and increased investment in long-term assets such as fixed assets and development expenditures.

Analysis of liability structure and changes

Unit: RMB 10,000 Xiamen Tebao Bioengineering Co., Ltd. Plan to issue convertible corporate bonds to unspecified objects (revised draft)

End of 2025 End of 2024 End of 2023

Project name

Amount Percentage Amount Percentage Amount Percentage Current liabilities 70,711.39 76.53% 42,062.95 84.62% 40,365.76 84.15%Non-current liabilities 21,682.81 23.47% 7,646.91 15.38% 7,602.81 15.85%

Total liabilities 92,394.20 100.00% 49,709.85 100.00% 47,968.58 100.00%

At the end of each reporting period, the company's total liabilities were RMB 479,685,800, RMB 497,098,500 and RMB 923,942,000 respectively.

At the end of each reporting period, the company's liability structure was generally relatively stable, dominated by current liabilities. The proportions of the company's current liabilities to total liabilities were 84.15%, 84.62% and 76.53% respectively.

(1) Analysis of the composition and changes of current liabilities

At the end of each reporting period, the composition and changes of the company's current liabilities are as follows:

Unit: 10,000 yuan End of 2025 End of 2024 End of 2023

Project name

Amount Percentage Amount Percentage Amount Percentage Short-term borrowings 3,064.90 4.33% - - - - Trading financial liabilities 3,149.18 4.45% - - - - Accounts payable 10,646.74 15.06% 6,014.08 14.30% 4,062.46 10.06% Contract liabilities 5,589.53 7.90% 6,312.60 15.01% 6,005.31 14.88% Employee compensation payable 21,768.47 30.78% 17,847.83 42.43% 19,716.88 48.85% Taxes payable 12,135.43 17.16% 6,976.45 16.59% 6,509.05 16.13% Other payables 12,663.87 17.91% 4,332.79 10.30% 3,641.46 9.02% Non-payables due within one year

1,653.21 2.38% 566.85 1.35% 416.34 1.03% Current liabilities

Other current liabilities 10.27 0.01% 12.34 0.03% 14.27 0.04%

Total current liabilities 70,711.39 100.00% 42,062.95 100.00% 40,365.76 100.00%

At the end of each reporting period, the company's current liabilities were RMB 403.6576 million, RMB 420.6295 million and RMB 707.1139 million respectively, mainly consisting of employee salaries payable, other payables, accounts payable and contract liabilities. At the end of each reporting period, the total proportion of the above four current liabilities to total current liabilities was 82.81%, 82.04% and 71.66% respectively. At the end of each reporting period, the company's current liabilities showed an upward trend, which was mainly due to the company's sales maintaining rapid growth, which resulted in an increase in the overall current liabilities.

(2) Analysis of composition and changes of non-current liabilities

At the end of each reporting period, the composition and changes of the company's non-current liabilities are as follows:

Unit: RMB 10,000 Xiamen Tebao Bioengineering Co., Ltd. Plan to issue convertible corporate bonds to unspecified objects (revised draft)

End of 2025 End of 2024 End of 2023

Project name

Amount Percentage Amount Percentage Amount Percentage Long-term borrowings 10,400.00 47.96% - - - - Lease liabilities 2,449.11 11.30% 326.81 4.27% 376.07 4.95% Estimated liabilities 4,413.36 20.35% 3,930.58 51.40% 3,124.60 41.10% Deferred income 3,650.65 16.84% 3,296.14 43.10% 4,061.64 53.42% Deferred income tax liabilities 769.68 3.55% 93.38 1.22% 40.51 0.53%

Total non-current liabilities 21,682.81 100.00% 7,646.91 100.00% 7,602.81 100.00%

At the end of each reporting period, the company's non-current liabilities were RMB 76.0281 million, RMB 76.4691 million and RMB 216.8281 million respectively, mainly composed of long-term borrowings, estimated liabilities and deferred income. At the end of each reporting period, the total proportion of the above three liabilities to non-current liabilities was 94.52%, 94.51% and 85.16% respectively. From the end of 2023 to the end of 2024, the company's non-current liabilities will generally remain stable. The reason for the substantial increase in the size of non-current liabilities at the end of 2025 is the company's new long-term borrowings.

Debt solvency analysis

Item End of 2025 End of 2024 End of 2023 Current ratio (times) 3.86 4.34 3.32 Quick ratio (times) 3.27 3.72 2.86 Asset-liability ratio (consolidated) 21.13% 16.30% 20.36% Note:

Current ratio = current assets/current liabilities
Quick ratio = (current assets - inventory) / current liabilities
Asset-liability ratio = (total liabilities/total assets) × 100%

At the end of each reporting period, the company's current ratios were 3.32, 4.34 and 3.86 respectively, the quick ratios were 2.86, 3.72 and 3.27 respectively, and the asset-liability ratios (consolidated basis) were 20.36%, 16.30% and 21.13% respectively. The main debt repayment indicators were good and the overall debt repayment ability was strong.

Operational capability analysis

End of 2025/2025 End of 2024/2024 End of 2023/2023 Project

degree degree degree

Accounts receivable turnover rate (times/year) 3.98 4.61 6.32 Inventory turnover rate (times/year) 0.77 0.81 0.88Note:

Accounts receivable turnover rate = operating income/average balance of accounts receivable at the beginning and end of the period

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

Inventory turnover rate = operating cost/average balance of inventory at the beginning and end of the period

During the reporting period, the company's accounts receivable turnover rates were 6.32, 4.61 and 3.98 respectively, and the company's inventory turnover rates were 0.88, 0.81 and 0.77 respectively, indicating strong operating capabilities. During the reporting period, the above indicators declined, mainly due to the larger increase in accounts receivable and inventory balances as the company's business scale grew.

Profitability analysis

Unit: 10,000 yuan

Item 2025 2024 2023 operating income 369,556.79 281,715.82 210,032.29Operating profit 125,064.30 97,073.66 68,072.05Total profit 117,537.48 93,102.66 64,065.45 Net profit 103,123.63 82,760.22 55,544.94 Net profit attributable to shareholders of the parent company 103,123.63 82,760.22 55,544.94 Attributable to the parent company after deducting non-recurring gains and losses

106,212.85 82,696.48 57,939.00 Net profit of shareholders of the company

During the reporting period, the company's operating income was RMB 2,100,322,900, RMB 2,817,158,200, and RMB 3,695,567,900 respectively. The company's net profits attributable to shareholders of the parent company were RMB 555,449,400, RMB 827,602,200, and RMB 1,031,236,300 respectively. million, the operating income scale and profit scale continued to grow rapidly, mainly because the sales volume of the company's main products maintained a high growth rate during the reporting period, and the overall sales scale grew rapidly and maintained a high profitability level.

4. The purpose of raising funds from this issuance of convertible bonds to unspecified objects

Total 175,023.30 153,326.69

Before the funds raised from this issuance are in place, the company will first invest through its own or self-raised funds based on the actual progress of the investment project with raised funds, and will replace them in accordance with the procedures stipulated in relevant laws and regulations after the funds raised are in place.

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

5. Formulation and implementation of the company’s profit distribution policy

(1) The company’s current profit distribution and cash dividend policy

The company’s currently effective Articles of Association stipulates the profit distribution policy as follows:

"Article 160: When a company distributes its after-tax profits for the year, it shall withdraw ten percent (10%) of the profits and include them in the company's statutory common reserve fund. If the cumulative amount of the company's statutory common reserve fund is more than fifty percent (50%) of the company's registered capital, no further withdrawals may be made.

If the company's statutory reserve fund is insufficient to make up for losses in previous years, it shall first use the current year's profits to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.

After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw the discretionary public reserve fund from the after-tax profits upon resolution of the shareholders' meeting.

The remaining after-tax profits after the company has made up for its losses and withdrawn the reserve fund shall be distributed according to the proportion of shares held by shareholders, except where the Articles of Association stipulate that distribution is not based on the proportion of shareholdings.

If the shareholders' meeting distributes profits to shareholders in violation of the Company Law, the shareholders shall return the profits distributed in violation of the regulations to the company; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.

The company's shares held by the company will not participate in the distribution of profits.

Article 161 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or be converted into increasing the company's registered capital. To make up for the company's losses from the public reserve fund, the discretionary public reserve fund and statutory public reserve fund shall be used first; if it still cannot be made up, the capital public reserve fund may be used in accordance with regulations.

When the statutory reserve fund is converted to increase the registered capital, the remaining reserve fund will not be less than twenty-five percent (25%) of the company's registered capital before the increase.

Article 162 The procedures for research and demonstration of the company’s profit distribution policy are as follows:

When a company formulates a profit distribution policy or needs to modify the profit distribution policy due to major changes in the company's external operating environment or its own operating conditions, it should take the interests of shareholders as the starting point and focus on the interests of investors. Xiamen Tebao Bioengineering Co., Ltd.'s plan for issuance of convertible corporate bonds to unspecified objects (revised draft)

The protection and stable returns to investors shall be fully demonstrated by the board of directors and the opinions of independent directors, senior managers of the company and public investors shall be listened to.

For modifications to the profit distribution policy, the reasons and rationality should also be demonstrated in detail. When the company's board of directors is studying, demonstrating and adjusting the profit distribution policy, the company can communicate and exchange with small and medium-sized shareholders through phone calls, faxes, letters, emails, the investor relations interactive platform on the company's website, etc., fully listen to the opinions and demands of small and medium-sized shareholders, and respond to issues of concern to small and medium-sized shareholders in a timely manner.

Article 163 The company’s profit distribution policy decision-making mechanism is as follows:

The board of directors should make a plan for formulating or modifying the profit distribution policy, which should be approved by a majority vote of all directors. For modifications to the profit distribution policy, the board of directors should also demonstrate and explain the reasons in detail in the relevant proposals.

When the shareholders' meeting considers, formulates or modifies the profit distribution policy, it must be approved by more than two-thirds (2/3) of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting, and the relevant shareholders' meeting should adopt a combination of on-site voting and online voting to facilitate the participation of small and medium-sized shareholders and public investors in the formulation or modification of the profit distribution policy.

Article 164 The company’s profit distribution policy is as follows:

(1) The company’s profit distribution principles

The company implements a dividend distribution policy of equal profit for each share, and shareholders receive dividends and other forms of benefit distribution according to the shares they hold. The company implements a sustained and stable profit distribution policy, attaches great importance to reasonable investment returns for investors, and takes into account the company's sustainable development. The company may distribute profits in cash or stocks or other methods permitted by laws and regulations. The profit distribution shall not exceed the scope of the accumulated distributable profits and shall not damage the company's ability to continue operating. The company's board of directors and shareholders' meetings should fully consider the opinions of independent directors and public investors in the decision-making and demonstration process of profit distribution policies.

(2) The company’s profit distribution form

The company distributes dividends in the form of cash, stocks or a combination of the two, with cash dividends taking priority over stock dividends.

Article 165 If a company meets the conditions for cash dividends, it shall use cash dividends to distribute profits.

The conditions for cash dividends are:

(1) The company’s distributable profits (i.e., the remaining after-tax profits after the company makes up for its losses and withdraws its provident fund) and accumulated undistributed profits (parent company’s reporting standards) realized in the year are positive, and the cash flow is sufficient. The implementation of cash dividends will not affect the company’s subsequent continued operations;

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

(2) The audit institution issues a standard unqualified audit report on the company's financial report for that year; (3) The company has no major investment plans or major cash expenditures.

If the company encounters any of the following circumstances, it may not implement cash dividends:

(1) The company did not realize profits in the current year;

(2) The company’s net operating cash flow or net cash flow for the year is negative;

(3) The company’s asset-liability ratio at the end of the period exceeds 70%;

(4) The company has major investment or cash expenditure plans in the next 12 months, and the company has explained the relevant plans in public disclosure documents. Distributing cash dividends may cause the company's cash flow to be unable to meet the company's operating or investment needs.

The above-mentioned major investment plans or cash expenditures refer to one of the following situations:

① The company’s cumulative expenditures on external investments, assets or equipment, and important operating resources planned to be invested in the next twelve (12) months will reach or exceed fifty percent (50%) of the company’s latest audited net assets, and exceed five million (50 million) yuan.

② The company's planned cumulative expenditure on external investment, asset acquisition or equipment purchase in the next twelve (12) months reaches or exceeds thirty percent (30%) of the company's most recent audited total assets.

Article 166 The proportion and time of cash dividend distribution:

In principle, the company implements profit distribution once a year, and gives priority to distributing dividends in cash. The company's cash dividend policy goal is a fixed dividend payout rate, and the profit distributed in cash should not be less than ten percent (10%) of the distributable profit realized in the year. The company's board of directors shall comprehensively consider factors such as the characteristics of the industry, development stage, own business model, profitability level, and whether there are major capital expenditure arrangements, distinguish the following situations, and propose differentiated cash dividend policies in accordance with the procedures stipulated in these articles of association:

① 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 eighty percent (80%);

② 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% (40%);

③ 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 twenty percent (20%);

If the company's development stage is difficult to distinguish but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph. According to the four stages of the complete life cycle of an enterprise, namely the start-up stage, growth stage, maturity stage and decline stage, the company's current development stage belongs to the growth stage.

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

Article 167 Conditions for stock dividend distribution:

When the company's operating conditions are good and the board of directors believes that the company's stock price does not match the company's share capital and that issuing stock dividends is beneficial to the overall interests of all shareholders of the company, it may propose a stock dividend distribution plan in addition to meeting the above requirements for cash dividend distribution.

Article 168 The period of profit distribution:

Annual dividends are generally paid, but the company's board of directors may also propose interim dividends based on the company's capital needs. The company's board of directors should disclose the profit distribution plan and the use plan or principle of the retained undistributed profits in regular reports. The retained undistributed profits after the company's profit distribution is completed for the current year should be used to develop the company's main business.

Article 169 The review procedures to be followed for profit distribution:

The company's profit distribution plan shall be reviewed and approved by the board of directors and then submitted to the shareholders' meeting for review and approval. The company will formulate or adjust a profit distribution plan within the scope of the above profit distribution policy based on its own actual situation and the opinions of small and medium-sized shareholders.

Article 170 Changes in profit distribution policy:

The company shall strictly implement the cash dividend policy determined in this Articles of Association and the specific cash dividend plan reviewed and approved by the shareholders' meeting.

If the company really needs to adjust or change its profit distribution policy (including shareholder return planning) based on its production and operation conditions, investment planning, long-term development needs, or changes in the external operating environment, it must undergo detailed demonstration. The adjusted profit distribution policy must not violate the relevant regulations of the China Securities Regulatory Commission and the stock exchange. Regarding proposals to adjust profit distribution policies, the opinions and demands of small and medium-sized shareholders should be fully listened to, and issues of concern to small and medium-sized shareholders should be responded to in a timely manner. The company's board of directors will review the proposal to adjust the profit distribution policy and then submit it to the company's shareholders' meeting for review, and it will be approved by more than two-thirds (2/3) of the voting rights held by shareholders attending the shareholders' meeting. When reviewing proposals on profit distribution policies, the company provides shareholders with online voting methods.

Article 171 Specific plans and arrangements for profit distribution:

The company's board of directors may formulate or revise profit distribution plans and plans in a timely manner based on the profit distribution policy formulated or modified by the shareholders' meeting and the company's future profit and cash flow forecasts. If the company predicts that profitability and net cash inflow will increase significantly within a reasonable period of time in the future, it can revise the profit distribution plan and plan upward within the scope stipulated in the profit distribution policy, such as increasing the proportion of cash dividends; conversely, it can also revise the profit distribution plan and plan downward within the scope stipulated in the profit distribution policy, or keep the original profit distribution plan and plan unchanged. The profit distribution plans and plans formulated by the board of directors shall be approved by a majority vote of all directors.

Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

Article 172 After the company's shareholders make a resolution on the profit distribution plan, or after the company's board of directors formulates a specific plan based on the next year's interim dividend conditions and upper limit reviewed and approved by the annual shareholders' meeting, the company's board of directors must complete the distribution of dividends (or shares) within two months.

Article 173 When the company achieves profits in the current year and meets the conditions for profit distribution, the company's board of directors shall, based on the company's specific operating conditions and market environment, formulate a profit distribution plan and submit it to the shareholders' meeting for approval. In principle, the company's cumulative profits distributed in cash for three (3) consecutive fiscal years shall not be less than thirty percent (30%) of the average annual distributable profits achieved in those three years.

If the company makes profits for the year but the board of directors has not made a cash profit distribution plan, the board of directors shall make relevant explanations.

If a company 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 profit distribution plan and cash dividends in the past three years

In the past three years, the company has not distributed stock dividends, and the cash dividends are as follows:

Profit distribution plan for the past three years

On April 29, 2024, the company held the 2023 Annual Shareholders Meeting to review and approve the "Proposal on the Company's 2023 Profit Distribution Plan" and agreed to distribute cash dividends of 166,788,000 yuan (tax included). The dividend distribution has been implemented on May 23, 2024.

On April 18, 2025, the company held the 2024 annual shareholders' meeting to review and approve the "Proposal on the Company's 2024 Profit Distribution Plan" and agreed to distribute cash dividends of 252,216,000 yuan (tax included). This dividend distribution has been implemented on May 9, 2025.

On March 26, 2026, the company held the 17th meeting of the ninth board of directors and reviewed and approved the "Proposal on the Company's Profit Distribution Plan for 2025" and agreed to distribute cash dividends of 253,077,477.60 yuan (tax included). The dividend distribution proposal is yet to be considered by the shareholders' meeting.

Cash dividend distribution in the past three years

Unit: 10,000 yuan

Item 2025 2024 Net profit attributable to shareholders of the parent company in 2023 103,123.63 82,760.22 55,544.94 Cash dividends (tax included) 25,307.75 25,221.60 16,678.80 Cash dividends for the year account for net profits attributable to shareholders of listed companies

24.54% 30.48% 30.03% profit ratio

The total cumulative cash distribution in the past three years is 67,208.15 Xiamen Tebao Bioengineering Co., Ltd.’s plan to issue convertible corporate bonds to unspecified objects (revised draft)

The average annual distributable profit in the past three years is 80,476.26. The cumulative cash dividend amount in the past three years accounts for the average annual distributable profit in the past three years.

83.51% of distributable profits

(3) The company’s dividend plan for the next three years

In accordance with the "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies", "Shanghai Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations" and other relevant laws and regulations, normative documents and the company's articles of association, the company has held the 16th meeting of the ninth board of directors on January 26, 2026 and the 2026 meeting on February 11, 2026 respectively. The first extraordinary shareholders' meeting in 2019 reviewed and approved the "Xiamen Tebao Engineering Biotech Co., Ltd. Shareholder Dividend Return Plan for the Next Three Years (2026-2028)", which will take effect from the date of review and approval by the company's shareholders' meeting.

6. Statement from the company’s board of directors that the company has no breach of trust

According to the "Memorandum of Cooperation on the Implementation of Joint Punishments on Untrustworthy Persons Subject to Enforcement" (Fagai Caijin [2016] No. 141) and the "Memorandum of Cooperation on the Implementation of Joint Punishments on Untrustworthy Customs Enterprises" (Fagai Caijin [2017] No. 427), and by querying "Information Using the "China" website, the National Enterprise Credit Information Publicity System, etc., the company and its subsidiaries have not been included in the list of defaulters subject to enforcement such as general dishonest enterprises and customs dishonest enterprises, and there have been no untrustworthy behaviors that may affect the company's issuance of convertible corporate bonds to unspecified objects.

7. Statement from the company’s board of directors on the company’s refinancing plan for the next twelve months

In addition to the issuance of convertible corporate bonds to unspecified objects, the company made the following statement regarding other refinancing plans within the next twelve months:

"From the date this plan to issue convertible corporate bonds to unspecified objects is reviewed and approved by the company's shareholders' meeting, the company will determine whether to implement other refinancing plans based on business development in the next twelve months."

Board of Directors of Xiamen Tebao Bioengineering Co., Ltd.

March 26, 2026