/Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s plan to issue A shares to specific targets in 2026 through simple procedures

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Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s plan to issue A shares to specific targets in 2026 through simple procedures

Shanghai Stock Exchange

2026/01/14

Jiangsu Aidi Pharmaceutical Group Co., Ltd.'s plan to issue A shares to specific targets in 2026 through simple procedures. Securities abbreviation: Aidi Pharmaceutical Securities code: 688488

Jiangsu Aidi Pharmaceutical Group Co., Ltd.

Jiangsu Aidea Pharmaceutical Group Co., Ltd.

(No. 69, Xinganquan West Road, Hanjiang District, Yangzhou City)

Annually provide simplified procedures to specific targets

2026

Stock issuance plan

January 2026

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

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.
This plan is prepared in accordance with the requirements of regulations and normative documents such as the "Measures for the Registration and Administration of Securities Issuance of Listed Companies".
After the issuance of stocks to specific objects through simple procedures, the company will be solely responsible for changes in the company's operations and income; the investors will be responsible for the investment risks arising from the issuance of stocks to specific objects through simple procedures.
This plan is the company's board of directors' explanation of the issuance of shares to specific objects through a simplified procedure. Any statement to the contrary is an untrue statement.
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 approval of the examination and approval authority on matters related to the issuance of stocks to specific objects through simplified procedures. The effectiveness and completion of the matters related to the issuance of stocks to specific objects through simplified procedures as described in this plan are yet to be approved, approved or registered by the relevant approval agencies.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

Important reminder

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

The company's 2024 annual shareholders' meeting has authorized the board of directors to decide to issue stocks to specific targets through simple procedures in accordance with the "Articles of Association" with a total financing amount of no more than RMB 300 million and no more than 20% of the net assets at the end of the most recent year. According to the approval and authorization of the company's 2024 annual shareholders' meeting, matters related to the issuance of shares to specific objects through a simplified procedure have been reviewed and approved by the 11th meeting of the company's third board of directors. It still needs to be reviewed and approved by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission before registration can be implemented.
This issuance will be issued to no more than 35 (inclusive) specific investors who comply with the regulations of the China Securities Regulatory Commission, including securities investment fund management companies, securities companies, trust investment companies, financial companies, insurance institutional investors, qualified foreign institutional investors that comply with the regulations of the China Securities Regulatory Commission, and other legal persons, natural persons or other qualified investors that comply with the regulations of the China Securities Regulatory Commission. Among them, securities investment fund management companies, securities companies, wealth management companies, insurance companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors that subscribe to two or more products managed by them are regarded as one issuance target; trust investment companies as the issuance target can only subscribe with their own funds. The final issuance target will be determined by the company's board of directors in accordance with the authorization of the 2024 annual shareholders' meeting, and in consultation with the sponsor (lead underwriter) in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange and the bidding results. If national laws and regulations have new regulations on the specific objects of this issuance, the company will make adjustments according to the new regulations. All issuance targets subscribed for the shares in this issuance in cash at the same price.
The pricing base date for this issuance of stocks to specific objects through simple procedures is the first day of the issuance period. The issuance price shall not be lower 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). If the company's stock undergoes ex-rights and ex-dividend events such as dividend distribution, bonus shares, and capitalization of capital reserves between the pricing base date and the issuance date, the issuance price of this issuance will be adjusted accordingly.
The number of shares issued this time is determined based on the total amount of funds raised divided by the issuance price. Any remainder less than 1 share will be rounded off and shall not exceed 30% of the company's total share capital before this issuance. The final number of shares issued will be determined by Dong Jiangsu Aidi Pharmaceutical Group Co., Ltd.'s 2026 plan for issuance of A shares to specific objects through a simplified procedure.

Based on the authorization of the shareholders' meeting, the board of directors will determine the final issuance price through negotiation with the sponsor (lead underwriter). If the company's stock undergoes ex-rights and ex-dividend events such as dividend distribution, bonus shares, and capitalization of capital reserves between the pricing base date and the issuance date, the number of issuances in this issuance will be adjusted accordingly.

The stocks subscribed by the issuance target this time shall not be transferred within 6 months from the completion date of this issuance. If laws, regulations, and normative documents have other provisions on the sales restriction period, such provisions shall prevail. If the China Securities Regulatory Commission and the Shanghai Stock Exchange have different opinions on the above-mentioned lock-up period arrangements, the issuer will revise and implement the above-mentioned lock-up period arrangements in accordance with the opinions of the China Securities Regulatory Commission and the Shanghai Stock Exchange. After the issuance is completed, the company's shares increased due to the company's bonus shares, capital reserve transfer to share capital, etc., shall also comply with the above-mentioned restricted sales arrangement. After the lock-up period expires, the issuance target's reduction of the shares subscribed for this issuance will be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
The total amount of funds raised by this issuance does not exceed (inclusive) 185 million yuan, which complies with the regulations that the total amount of funds raised by issuing stocks to specific objects through simple procedures does not exceed RMB 300 million and does not exceed 20% of the net assets at the end of the most recent year; the net amount of funds raised after deducting issuance expenses will be used for the following projects: Unit: 10,000 yuan

Investment project Total project investment Raised funds investment

Acquired 22.2324% shares of Nanda Pharmaceutical

13,005.9540 13,000.00 right

Supplementary working capital 5,500.0000 5,500.00

Total 18,505.9540 18,500.00

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. 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 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.

After the completion of this issuance, the undistributed profits accumulated by the company before this issuance as of the completion of this issuance will be shared by the new and old shareholders after the completion of this issuance in accordance with the shareholding ratio after the issuance.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

This issuance will not lead to changes in the company’s controlling shareholders and actual controllers, nor will it cause the company’s equity distribution to be ineligible for listing. This issuance does not involve major asset restructuring.
The company attaches great importance to continuous returns to investors. The company's currently effective "Articles of Association" comply with relevant requirements such as the China Securities Regulatory Commission's "Supervisory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies", the "Shanghai Stock Exchange's Science and Technology Innovation Board Stock Listing Rules" and other relevant requirements. At the same time, the company formulated the "Shareholder Dividend Return Plan for Jiangsu Aidi Pharmaceutical Group Co., Ltd. in the next three years (2025-2027)", which has been reviewed and approved at the 11th meeting of the company's third board of directors and still needs to be reviewed and approved by the company's shareholders' meeting.

For information on the company's profit distribution policy, the amount and proportion of cash dividends in the past three years, and the use arrangements for undistributed profits, please refer to "Section 4 The Company's Profit Distribution Policy and Implementation" of this plan.

According to "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guofa [2014] No. 17), "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 "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 relevant documents, in order to protect the interests of small and medium-sized investors, this plan has carefully analyzed the risk of this issuance diluting the company's immediate returns in "Section 5 Regarding the Dilution of Current Returns by the Issuance of Stocks to Specific Objects under a Simple Procedure and the Company's Compensation Measures and Commitments of Relevant Entities", and has fully disclosed information on the measures to be taken. Investors are requested to pay attention.

The measures for filling returns formulated by the company 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.

Whether this plan to issue stocks to specific objects through a simplified procedure can ultimately be approved by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission for registration, as well as the time when it will finally be approved and registered, investors are reminded to pay attention.
The Board of Directors specifically reminds investors to carefully read the relevant contents of "Section 3: The Board of Directors' Discussion and Analysis of the Impact of this Issuance on the Company" of this plan and "6. Risks Related to this Issuance" and pay attention to the relevant risks.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

1. Basic information of the issuer

Company Name Jiangsu Aidi Pharmaceutical Group Co., Ltd.

Stock listing place Shanghai Stock Exchange Science and Technology Innovation Board

Stock abbreviation Aidi Pharmaceutical

Stock code 688488

Date of establishment of the limited company: December 15, 2009

Date of establishment of the joint-stock company: March 8, 2019

Registered capital 420,782,808 yuan

Legal representative Fu Heliang

Unified social credit code 913210006979433664

Company registered address: No. 69, Xinganquan West Road, Hanjiang District, Yangzhou City

Postal code 225008

Contact number 0514-82090238

Fax 0514-87736366

Company website www.aidea.com.cn

Email [email protected]

Drug research and development, drug production and sales; development, acquisition, processing and sales of active ingredients of human urine proteins, animal organs and plant raw materials; technology research, development and transfer, technical consulting and technical services; business scope of self-operated and agency import and export of general commodities and technologies (excluding state-owned trade management commodities, applications involving quota and license management commodities shall be handled in accordance with relevant national regulations). (The business scope does not include projects for which the state implements special management measures for foreign investment access. Projects that require approval according to law can only carry out business activities after approval by relevant departments)

2. Background and purpose of this issuance of shares

(1) Background of this issuance of shares

The booming global pharmaceutical market and policy support provide a good external environment for the company's business development.

(1) The scale of the global pharmaceutical industry continues to grow, and my country’s pharmaceutical market has broad prospects. Jiangsu Aidi Pharmaceutical Group Co., Ltd. plans to issue A shares to specific objects in 2026 through simple procedures.

The pharmaceutical industry is closely related to human health and quality of life. With the development of the global economy, the continued growth of the total population, and the aging trend, people around the world have strong demand for medicines, and the scale of the global pharmaceutical industry continues to grow. According to IQVIA statistical calculations (excluding expenditures in the field of public health emergencies), global pharmaceutical expenditures will be US$1.74 trillion in 2024, with an average annual compound growth rate of approximately 7.70% from 2019 to 2024. At the same time, according to the IQVIA report analysis, looking forward to the next five years, although the market is facing pressure from some patent-expired drugs to be replaced by lower-priced generics and biosimilars, thanks to the widespread use and popularity of innovative therapies with high clinical value, global drug spending will continue to expand, and global drug spending is expected to reach US$2.38 trillion in 2029.

The pharmaceutical industry is one of the important components of my country's national economy. With the continuous improvement of residents' living standards and the people's increasing demand for medical security, my country's pharmaceutical industry has developed rapidly. In recent years, my country's total medical and health expenditures have shown a steady growth trend. According to the statistical analysis report on the operation of the pharmaceutical distribution industry released by the Ministry of Commerce, the total sales of the country's seven major categories of pharmaceutical commodities in 2024 will be 2.947 billion yuan, with an average annual compound growth rate of approximately 5.10% from 2020 to 2024. With the continuous deepening of the reform of my country's national medical and health system, the continuous improvement of residents' paying ability, and the acceleration of urbanization, my country's pharmaceutical industry will maintain a stable growth trend, providing good opportunities for the company's development.

(2) The innovative drug industry welcomes a good policy environment and becomes a new engine for the development of my country’s pharmaceutical industry

In recent years, the Chinese government has attached great importance to pharmaceutical innovation and has continued to introduce a series of policies to deepen support for the development of innovative drugs across the entire chain. In March 2024, innovative drugs were included in the Government Work Report of the State Council for the first time, and were clearly listed as one of the emerging industries and future industries to be actively cultivated. Subsequently, on July 5, 2024, the State Council approved the release of the "Implementation Plan for Supporting the Development of Innovative Drugs throughout the Chain", which elevated the development of innovative drugs to a national strategic level, strengthened policy guarantees through the entire chain, strengthened coordination in price management, medical insurance payment, commercial insurance, drug configuration and use, investment and financing, and at the same time improved the review and approval process and the assessment mechanism of medical institutions to promote the rapid development of innovative drugs and strengthen basic research on new drug research and development. Based on this top-level design, the State Food and Drug Administration issued supporting policies such as the "Pilot Work Plan for Optimizing the Review and Approval of Clinical Trials of Innovative Drugs" and the "Announcement on Matters Related to Optimizing the Review and Approval of Clinical Trials of Innovative Drugs" in July 2024 and June 2025, optimizing the review and approval process and promoting the "30-day fast approval channel" for clinical trials of innovative drugs.

In July 2025, the National Medical Insurance Administration and the National Health Commission issued "Several Measures to Support the High-Quality Development of Innovative Drugs" (Milbaofa [2025] No. 16), proposing a number of supporting policies including improving the dynamic adjustment mechanism of the medical insurance catalog and reasonably determining medical insurance payment standards. In December 2025, the first version of "Commercial Health Insurance Innovation Plan for Jiangsu Aidi Pharmaceutical Group Co., Ltd.'s Issuance of A Shares to Specific Targets in 2026 through Simple Procedures"

The "New Drug Catalog" was officially released, focusing on drugs with a high degree of innovation and significant clinical value but exceeding the "basic protection" positioning of basic medical insurance, providing a commercial payment path for high-priced innovative drugs, and forming a multi-level security system in which medical insurance and commercial insurance complement each other. In addition, from 2024 to 2025, many provinces and cities across the country have also successively introduced policies to provide assistance to innovative drug companies in aspects such as payment models, financial subsidies, approval processes, collaboration with medical institutions, and communication mechanisms.

A good policy environment for innovative drugs will continue to promote technological innovation and market size growth in my country's pharmaceutical industry. According to Frost & Sullivan data, my country's innovative drug market will grow from approximately 1,115.08 billion yuan in 2024 to 1,692.15 billion yuan in 2030, with an average annual compound growth rate of 7.20%. The innovative drug industry has become a new engine for the development of my country's pharmaceutical industry.

China’s innovative drug market size (100 million yuan)

Data source: Frost&Sullivan

The demand for dual-line business continues to improve, and development momentum is abundant.

(1) The number of stroke cases continues to grow, and there is a high unmet clinical need

According to the "China Neurological Disease Report 2024" released in July 2025, stroke has become the number one cause of death and disability among adults in my country. The number of people who die from stroke in my country accounts for about one-third of the global total, and the disease burden is heavy. In the classification of stroke, ischemic stroke (AIS) is the most common type. According to Moran Entropy Consulting data, the proportion of new ischemic stroke cases in my country in 2021 will reach 67.77%. Affected by factors such as the accelerated aging of the population, the prevalence of unhealthy lifestyles, and poor control of chronic diseases such as hypertension and hyperlipidemia, the risk of ischemic stroke continues to rise. Frost & Sullivan calculation data shows that Jiangsu Aidi Pharmaceutical Group Co., Ltd. has a plan to issue A shares to specific targets in 2026 through a simplified procedure.

According to the report, there will be 4.1 million new cases of acute ischemic stroke in my country in 2023, and it is expected to increase to 4.9 million cases in 2027, with an average annual compound growth rate of 5.0%. The huge patient base constitutes a long-term rigid demand for related therapeutic drugs.

Despite the huge clinical demand, the current field of stroke treatment still faces the current situation of few innovative drugs and outstanding clinical unmet needs. Treatment in the acute phase of ischemic stroke is mainly divided into recanalization therapy and comprehensive drug therapy: in recanalization therapy, the alteplase used in intravenous thrombolysis is Boehringer Ingelheim’s original drug, and its high price increases the patient’s burden, while the commonly used injectable urokinase preparation has a certain risk of bleeding side effects; in comprehensive drug therapy In the field of treatment, neuroprotective drugs are currently the main focus. However, due to the influence of policies such as the National Key Monitoring and Rational Drug Use Catalog, the non-monitoring mainstream neuroprotective drugs currently approved by the State Food and Drug Administration are only a few varieties such as butylphthalide, urethanol, and edaravone dextrobornol. Innovative drugs with definite efficacy and high safety are still scarce.

According to Frost & Sullivan statistics, my country's neuroprotective drug market will reach 11.5 billion yuan in 2024. Affected by the aging of the population and changes in lifestyle, the incidence of neurological diseases represented by stroke has increased significantly; the continued growth in the number of stroke cases and the increasingly prominent clinical unmet needs have become the core driving force supporting the expansion of this market segment. With the successive launch of new neuroprotective drugs with new mechanisms of action and the popularization of combination therapies in the future, the size of my country's neuroprotective drug market will continue to grow, and the market growth rate is expected to further accelerate after a short-term slowdown. It is expected that my country's neuroprotective drug market will grow to 16.9 billion yuan in 2030, and further grow to 26.2 billion yuan in 2035; the compound annual growth rate from 2024 to 2030 will be 6.5%, and the compound annual growth rate from 2030 to 2035 will increase to 9.2%.

(2) The number of people infected with HIV is huge, and the fight against HIV is still a huge challenge facing the medical system. There is huge market space for accelerating the commercialization of domestic innovative drugs.

The latest report released by the United Nations Program on HIV/AIDS (UNAIDS) in July 2025 shows that there are currently 40.8 million people living with HIV worldwide, and nearly a quarter of them do not have access to life-saving treatment, resulting in an estimated 630,000 deaths from HIV-related causes in 2024. There will still be approximately 1.3 million new HIV infections worldwide in 2024, and the fight against HIV remains a huge challenge facing the global medical system. According to the report analysis of Global Growth Insights, the global HIV drug market size will be US$34.317 billion in 2024, and is expected to grow to US$57.541 billion in 2033, with an average annual compound growth rate of 5.91%. The global HIV drug market has vast space.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

As of June 30, 2025, my country reported 1.39 million living HIV-infected persons/patients, and the relevant population continues to grow. Therefore, the number of people infected with HIV is huge, and combating HIV remains a huge challenge facing the medical system. With the full implementation of the "discovery and treatment" strategy and the continuous improvement of the medical insurance security system, my country's anti-HIV drug market has accelerated from the traditional free drug protection model to a "high-quality, long-term chronic disease management" model dominated by medical insurance payment. According to Morontropy Consulting data, my country's anti-HIV drug market size will be approximately 7 billion yuan in 2023, with a compound growth rate of 27% from 2017 to 2023. The market size is expected to exceed 11 billion yuan in 2027. During this transformation process, patients' demand for drugs has shifted from simple viral suppression to high safety and high compliance, laying a solid market foundation for the rise of innovative drugs.

Against the backdrop of this release of market dividends, domestic innovative drugs have proven their strong growth potential and import substitution capabilities at the commercialization level. The first domestic single-pill compound preparation (STR) with independent intellectual property rights, represented by Forbidden, has achieved rapid expansion of sales scale and improvement of terminal coverage in a short period of time by virtue of its safety and compliance advantages over traditional solutions, combined with its higher cost performance compared to overseas original drugs, fully verifying the certainty of domestic substitution on the clinical side. As distribution channels diversify into general hospitals and DTP pharmacies, building a professional academic promotion system has become a competitive moat for pharmaceutical companies; by deepening commercial operations and market penetration, innovative drugs are driven to transform from academic advantages to market share, showing extremely broad prospects for sustainable growth.

At the same time, integrase inhibitors have become one of the recommended options in mainstream HIV antiviral treatment guidelines at home and abroad due to their clinical advantages such as strong antiviral activity, rapid onset of action, high safety and excellent drug resistance barrier. As a global benchmark in this field, Biktarvy, a single-pill compound preparation with integrase inhibitors as its core, will achieve global sales of approximately US$13.4 billion in 2024. Although this type of original drug has entered the Chinese market, and according to statistics from Morentropy Pharmaceutical Sales Database, it achieved domestic sales of 960 million yuan in 2023, in the face of my country's huge patient base, the market still has urgent demand for domestically produced solutions with the same efficacy and more affordable prices. Due to extremely high research and development barriers, domestic anti-HIV integrase inhibitor innovative drug pipelines are extremely scarce. Among them, Aidi Pharmaceutical's ACC017 tablets, as the fastest-growing representative pipeline, has entered Phase III clinical trials, and its triple compound preparation has also been approved for clinical trials. This strategic layout of realizing the localization of international mainstream solutions through independent research and development aims to break the import monopoly and resolve pricing pressure. It will promote the leapfrog integration of my country's AIDS diagnosis and treatment standards from "traditional medication habits" to "international mainstream solutions" and help my country's AIDS prevention and treatment system achieve a comprehensive upgrade to a more efficient and accessible high-quality chronic disease management model. Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

The company’s various businesses have developed rapidly, and R&D innovation and commercial promotion have continued to advance.

(1) Human protein field: the second growth curve appears

In the field of human-derived proteins, the company has improved its industrial development layout around the strategy of "integration of human-source protein raw materials and preparations" and actively deployed the upstream and downstream industrial ecology. By acquiring control of Nanjing Nanda Pharmaceutical Co., Ltd., it has consolidated and enhanced the company's dominant position and core competitiveness in this field.

The company acquired 19.96% of Nanda Pharmaceutical's equity in July 2022, and implemented a major asset reorganization in 2024 to further purchase 31.16% of Nanda Pharmaceutical's equity by paying cash, thereby gaining control of Nanda Pharmaceutical. Starting from September 2024, the company will include Nanda Pharmaceutical in the scope of the company's consolidated statements. In 2024, Nanda Pharmaceutical achieved a net profit of 51.5177 million yuan, an increase of 77% compared with 2023. From January to October 2025, Nanda Pharmaceutical achieved a net profit of 55.8111 million yuan. It is expected that the annual performance in 2025 will maintain steady growth compared with 2024. After the company completed the holding acquisition of Nanda Pharmaceutical, the business integration was in good condition and made a positive contribution to improving the company's performance.

In addition, through in-depth integration, the company continues to optimize the allocation of R&D, production and sales resources, not only achieving growth in operating income, ensuring the market advantage of human protein-related products, but also accelerating the research and development of new generation products. Based on the company's channel barrier advantages and raw material quality control advantages in the field of human protein, as well as Nanda Pharmaceutical's finished product preparation approval documents, sales resource network advantages, and scale production advantages, the company has extended its human protein product business to the downstream finished product preparation field and rapidly promoted the research and development of new human protein drugs. The company has built a research and development pipeline of human protein products focusing on areas such as anti-inflammation and stroke. The pipeline under development includes Class 1 new drugs and Class 2 new drugs such as AD010, AD108, and ADB116.

In 2025, the company and Nanda Pharmaceutical jointly submitted clinical trial applications for two Class 2 new drugs (AD108 injection and ADB116 product for injection) and were approved by the State Food and Drug Administration. The two improved new drug pipelines are based on the company's own research and development capabilities and Nanda Pharmaceutical's existing R&D and production capabilities of APIs and preparations, and are developed around the cardiovascular and cerebrovascular diseases areas that Nanda Pharmaceutical is focused on. If the new drug under research is successfully approved for marketing in the future, the company's product line will be significantly expanded, the product layout in the main business field of human protein will be more comprehensive, the company's business and revenue sources will be more diversified, and the company's core competitiveness and development potential will be further enhanced.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

(2) Anti-HIV field: solidly promote research and development and commercialization, based in China, and layout the global market

Thanks to the correct strategic direction, the company has continued to make breakthroughs in the field of innovative anti-HIV drugs in recent years. In 2021 and 2022, two new Class 1 drugs - ACC007 (enovirin tablets) and ACC008 (enomitide tablets) - were approved for marketing in succession. They are my country's first anti-AIDS oral innovative drugs/single-pill combinations with independent intellectual property rights. These two innovative drugs were entered into the National Medical Insurance Directory within a short period of time after they were launched. Currently, there are 4 new domestic anti-HIV drugs on the market, and the company owns 2 of them. It has first-mover advantages and great popularity in the field of new HIV drugs.

Enomide tablets are the first domestic compound single-tablet preparation in the field of HIV treatment in China. They are in line with international advanced dosage forms and fill my country's domestic gap in this field. Compared with the imported drug Iconopinate (Jefukan®) (developed by Gilead of the United States, my country's first innovative anti-HIV single-pill compound preparation included in medical insurance and widely used), Ionomidine tablets can not only sustain viral suppression for HIV-1 adults who have obtained viral suppression after treatment, but also have equivalent effectiveness, liver and kidney safety to Iconopinate, and have advantages in cardiovascular and metabolic safety indicators such as blood lipids, body weight, and uric acid. Ionomidine tablets are expected to gradually achieve import substitution. In December 2025, the company's enomitide tablets and enovirin tablets were successfully renewed and included in the "National Basic Medical Insurance, Work Injury Insurance and Maternity Insurance Drug Catalogue (2025)", which will help improve the affordability and accessibility of the above-mentioned drugs for patients, and will help further promote the sales and marketing of the company's above-mentioned drugs.

At the same time, the company has closely followed the international mainstream drug use trend and developed HIV integrase strand transfer inhibitor ACC017 tablets with a new chemical structure. It has completed a Phase I/II clinical study in patients with newly treated HIV infection in July 2025, and officially launched a Phase III clinical trial in October 2025. Based on the existing research results, ACC017 The tablets have good safety and clear single-drug efficacy; the company's independently developed chemical Class I new drug ADC118 tablets (a triple compound preparation composed of ACC017 as the core, emtricitabine and tenofovir alafenamide) has been approved for clinical trials in October 2025. The company keeps up with the latest international research and development directions and proactively develops long-acting HIV pre-exposure prophylaxis drugs, and has made positive progress: ACC085 is a potential long-acting drug for subcutaneous injection. It has completed pre-IND pharmaceutical and non-clinical research. The pre-clinical research results show that the drug has good antiviral activity, and animal toxicology studies have shown good safety. It will be applied for clinical trials soon. Another potential oral long-acting drug, ACC077, has also completed preliminary pharmaceutical research and druggability evaluation. Preliminary results show that it has good druggability and has the potential to be developed as a long-acting drug for pre-exposure prophylaxis.

The company focuses on the domestic market and actively develops overseas markets. The company is currently focusing on key countries and regions such as Africa and Southeast Asia, and is advancing related layouts in an orderly manner. Africa is the global burden of HIV disease Jiangsu Aidi Pharmaceutical Group Co., Ltd. plans to issue A shares to specific targets in 2026 through a simplified procedure

One of the heavier regions, there is a large amount of unmet clinical needs and significant market potential. Currently, the company has obtained GMP certificates and drug registration certificates in Zanzibar, Tanzania, and is qualified for local sales. In addition, the company plans to communicate with regulatory agencies such as the FDA (U.S. Food and Drug Administration) or EMA (European Medicines Agency) to prepare for future clinical research in Europe and the United States, which will promote the company's continued development in the global pharmaceutical field.

In addition, in order to further enhance the company's competitiveness in the anti-HIV field and enrich the company's product categories, the company has carried out the generic development of two core drugs, integrase inhibitors and protease inhibitors - darunavir tablets and dolutegravir sodium tablets. Both darunavir and dolutegravir sodium APIs have been approved for marketing applications, and preparation ANDA applications (generic drug applications) have been submitted and accepted for both drugs.

(2) The purpose of this issuance of shares

The company plans to use part of the funds raised from this issuance to further acquire the equity of Nanda Pharmaceutical. On the one hand, it will help the company further consolidate its control over Nanda Pharmaceutical, ensure the steady implementation of the company's "Human Protein Raw Materials-Preparation Integration" strategy, and continue to enhance the company's core competitiveness. On the other hand, Nanda Pharmaceutical's operating income and profit scale have increased steadily in recent years. Further increasing the shareholding ratio of Nanda Pharmaceutical will help enhance the company's performance and is in the interests of the company and shareholders.

In addition, as an innovative pharmaceutical company that adheres to R&D drive, in recent years, the company has actively carried out R&D layout in multiple fields such as anti-viral, anti-inflammatory and stroke. At the same time, building a multi-type, three-dimensional and wide-coverage commercialization operation system for new HIV drugs is one of the company's key tasks at this stage. With the continuous increase in R&D investment, expansion of business scale and advancement of commercialization, the company's demand for working capital is increasing. The company plans to use part of the funds raised from this issuance to supplement working capital, which will help ensure the continued advancement of core research and development projects and the efficient implementation of commercial layout, optimize the company's capital structure, and improve risk resistance and overall operational efficiency.

3. The relationship between the issuing object and the company

The target scope of this issuance is securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors that comply with the regulations of the China Securities Regulatory Commission, as well as other legal persons, natural persons or other legal investment organizations that comply with the regulations of the China Securities Regulatory Commission. The issuance targets shall not exceed 35 (inclusive). Securities Investment Fund Management Company, Securities Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific objects through simple procedures

Companies, wealth management companies, insurance companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors that subscribe to two or more products managed by them are regarded as one issuance target; trust companies as the issuance target can only subscribe with their own funds.

The final issuance target will be determined by the company's board of directors and its authorized persons in accordance with the authorization of the shareholders' meeting, and with the lead underwriter in accordance with the provisions of relevant laws, regulations and normative documents and the issuance bidding situation, and in compliance with the principles of price priority and other principles.

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

4. Summary of this issuance of stocks to specific objects through simple procedures

(1) Type and par value of shares issued

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

(2) Issuance method and issuance time

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

(3) Issuance objects and subscription methods

The target scope of this issuance is securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors that comply with the regulations of the China Securities Regulatory Commission, as well as other legal persons, natural persons or other legal investment organizations that comply with the regulations of the China Securities Regulatory Commission. The issuance targets shall not exceed 35 (inclusive). Securities investment fund management companies, securities companies, wealth management companies, insurance companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors that subscribe to two or more products managed by them are regarded as one issuance target; trust companies as the issuance target can only subscribe with their own funds.

The final issuance target will be negotiated by the company's board of directors and its authorized persons in accordance with the authorization of the shareholders' meeting, in accordance with the provisions of relevant laws, regulations and normative documents and the issuance bidding situation, and in accordance with the principles of price priority and other principles. Jiangsu Aidi Pharmaceutical Group Co., Ltd.'s 2026 plan for issuance of A shares to specific targets through simple procedures

Negotiation confirmed.

All issuance targets subscribed for the shares in this issuance in cash at the same price.

(4) Pricing principles and issuance price

The pricing base date for this issuance is the first day of the issuance period. The issuance price shall not be lower than 80% of the average stock trading price of the company 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). If the company's stock undergoes ex-rights and ex-dividend events such as dividend distribution, bonus shares, and capitalization of capital reserves between the pricing base date and the issuance date, the issuance price of this issuance will be adjusted accordingly.

The final issuance price will be determined by the company's board of directors in accordance with relevant regulations and in consultation with the lead underwriter based on the issuance bidding results, as authorized by the 2024 annual shareholders' meeting.

If the company's stock undergoes ex-rights and ex-dividend events such as dividend distribution, bonus shares, and capitalization of capital reserves between the pricing base date and the issuance date, the issuance price of this issuance will be adjusted accordingly. The adjustment formula is as follows:

Distribution of cash dividends: P =P -D

1 0

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

1 0

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

1 0

Among them, P is the issuance price before adjustment, P is the issuance price after adjustment, and the cash dividend per share is D.

0 1

The number of bonus shares or capital increase for each share is N.

(5) Issuance quantity

The number of shares issued this time is determined by dividing the total amount of funds raised by the issuance price. Any remainder less than 1 share will be rounded off and shall not exceed 30% of the company's total share capital before the issuance. The final number of shares issued will be determined by the board of directors in consultation with the sponsor (lead underwriter) based on the authorization of the shareholders' meeting and the final issuance price. If the company's stock undergoes ex-rights and ex-dividend events such as dividend distribution, bonus shares, and capitalization of capital reserves between the pricing base date and the issuance date, the number of issuances in this issuance will be adjusted accordingly. The final number of shares issued shall be subject to the number approved by the China Securities Regulatory Commission for registration.

If the company's stock undergoes ex-rights and ex-dividend events such as dividend distribution, bonus shares, capital reserve transfer to share capital, etc. between the pricing base date and the issuance date, the issuance quantity will be adjusted accordingly. The adjustment formula is:

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

The number of shares issued = the total amount of funds raised in this issuance of stocks to specific objects through simple procedures / the issuance price of stocks issued to specific objects in this time through simple procedures.

(6) Restricted sale period

The stocks subscribed by the issuance target this time shall not be transferred within 6 months from the completion date of this issuance. If laws, regulations, and normative documents have other provisions on the sales restriction period, such provisions shall prevail. If the China Securities Regulatory Commission and the Shanghai Stock Exchange have different opinions on the above-mentioned lock-up period arrangements, the issuer will revise and implement the above-mentioned lock-up period arrangements in accordance with the opinions of the China Securities Regulatory Commission and the Shanghai Stock Exchange. After the issuance is completed, the company's shares increased due to the company's bonus shares, capital reserve transfer to share capital, etc., shall also comply with the above-mentioned restricted sales arrangement. After the lock-up period expires, the issuance target's reduction of the shares subscribed for this issuance will be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

(7) Place of listing

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

(8) Amount and use of raised funds

The total amount of funds raised by this issuance does not exceed (inclusive) 185 million yuan, which complies with the regulations that the total amount of funds raised by issuing stocks to specific objects through simple procedures does not exceed RMB 300 million and does not exceed 20% of the net assets at the end of the most recent year; the net proceeds after deducting issuance expenses will be used for the following projects:

Unit: 10,000 yuan investment project Total project investment Raised funds investment

Acquisition of Nanda Pharmaceutical from minority shareholders

13,005.9540 13,000.00 22.2324% equity

Supplementary working capital 5,500.0000 5,500.00 Total 18,505.9540 18,500.00

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. If the actual funds raised in this issuance (after deducting issuance expenses) are less than the total amount of funds planned to be invested in this issuance, the company's board of directors will arrange the funds raised according to the importance and urgency of the use of the raised funds. Jiangsu Aidi Pharmaceutical Group Co., Ltd.'s 2026 plan for issuance of A shares to specific objects through simple procedures

The specific use of funds will be solved by 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.

If the total amount of funds raised in this issuance to specific objects through a simplified procedure is adjusted due to changes in regulatory policies or the requirements for issuance registration documents, it will be adjusted accordingly.

(9) Attribution of the company’s accumulated undistributed profits before this issuance of stocks to specific objects through a simplified procedure

After the completion of this issuance, the undistributed profits accumulated by the company before this issuance as of the completion of this issuance will be shared by the new and old shareholders after the completion of this issuance in accordance with the shareholding ratio after the issuance.

(10) Validity period of the resolution to issue stocks to specific objects through simplified procedures

The issuance resolution is valid from the date of review and approval at the company's 2024 annual shareholders' meeting to the date of the company's 2025 annual shareholders' meeting. If national laws and regulations have new regulations on the issuance of stocks to specific objects through simplified procedures, the company will make adjustments in accordance with the new regulations.

5. Whether this issuance constitutes a related transaction

As of the announcement date of this plan, the target of this issuance to specific targets through simplified procedures has not yet been determined. Whether there will ultimately be a related party transaction due to the subscription by related parties of the company's issuance of shares to specific targets through simplified procedures will be disclosed in the relevant announcement after the issuance bidding is completed.

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

As of the announcement date of this plan, the actual controllers of the company are Mr. Fu Heliang and Ms. Jindi Wu. Mr. Fu Heliang and Ms. Jindi Wu and his wife control 45.43% of the voting rights of the listed company in total. The actual controllers and their concerted persons collectively control 49.20% of the voting rights of the company.

The shares to be issued this time shall not exceed 30% of the company's total pre-issuance share capital, the total amount of funds raised shall not exceed RMB 300 million and shall not exceed 20% of the net assets at the end of the most recent year, and simplified procedures will apply. After the completion of this issuance, the company's share capital will increase accordingly, the company's shareholder structure will change, and the shareholding ratio of the company's original shareholders will also change accordingly. Because the financing scale of this issuance is small and the dilution effect of the equity ratio is limited, this issuance is not expected to cause a change in the company's control.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

7. Will this issuance result in equity distribution that does not meet listing conditions?

This issuance will not cause the company's equity distribution to become ineligible for listing.

8. This issuance has been approved by relevant departments and the approval procedures still need to be submitted

(1) Approvals and authorizations obtained for this issuance

On May 20, 2025, the company's 2024 annual shareholders' meeting reviewed and approved the "Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Issuance of Stocks to Specific Objects through Simple Procedures" to review and decide on issuance-related matters such as the type and par value of the securities, issuance method, issuance objects, pricing method or price range, use of raised funds, validity period of the resolution, etc., and authorized the company's board of directors to have full power to handle all matters related to the issuance of stocks to specific objects through simple procedures.

According to the authorization of the 2024 annual shareholders' meeting, the company held the 11th meeting of the third board of directors on January 13, 2026, and reviewed and approved the issuance plan and other issuance-related matters. The company's independent directors expressed independent opinions.

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

After the bidding for this issuance is completed, the company’s board of directors will review and approve the specific plan for this issuance;
This issuance of shares to specific objects through a simplified procedure still needs to be reviewed and approved by the Shanghai Stock Exchange;
This issuance of stocks to specific objects through a simplified procedure is subject to a decision by the China Securities Regulatory Commission to approve registration.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

Section 2: The board of directors’ feasibility analysis on the use of funds raised this time

1. Use plan of funds raised this time

The total amount of funds raised by this issuance of stocks to specific targets through a simple procedure shall not exceed 185 million yuan (including the original amount). The net amount after deducting the issuance expenses is intended to be used for the following projects:

Unit: 10,000 yuan investment project Total project investment Raised funds investment

Acquisition of Nanda Pharmaceutical from minority shareholders

13,005.9540 13,000.00 22.2324% equity

Supplementary working capital 5,500.0000 5,500.00

Total 18,505.9540 18,500.00

2. Basic situation and feasibility analysis of investment projects with raised funds

(1) Acquisition of 22.2324% equity of Nanda Pharmaceutical

Project Overview

The company will acquire 22.2324% equity of its holding subsidiary Nanjing Nanda Pharmaceutical Co., Ltd. in cash at a purchase price of 130.05954 million yuan. On January 13, 2026, the company held the 11th meeting of the third board of directors, which reviewed and approved the "Proposal on the Company's Plan to Acquire the Equity Interests of Minority Shareholders of its Controlled Subsidiaries" and signed an "Equity Transfer Agreement" with the counterparty.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

After the completion of this acquisition, the company will increase its shareholding ratio in Nanda Pharmaceutical, which will help the company further develop business synergies, improve its control over subsidiaries and decision-making efficiency, and improve the company's profitability.

Basic information of the target company

(1) Basic situation

Company Name Nanjing Nanda Pharmaceutical Co., Ltd.

Nature of business Limited liability company

Registered address: Building 05, 06, Nanjing High-tech Development Zone

Office address Building 05 and 06, Nanjing High-tech Development Zone

Date of establishment: July 31, 1998

Registered capital 60.06 million yuan

Legal representative Fu Heliang

Unified social credit code 91320191249770860H

Manufacturing and sales of solutions (external use), suppositories, ointments, creams, powders, raw materials, and disinfectants; manufacturing and sales of freeze-dried powder injections (limited to branch operations); technology development, technology transfer, technical consulting and technical services in the medical field; business scope of pharmaceutical materials and medical devices

Research and development of mechanical products; agency sales of its own products; self-operated and agency import and export business of various commodities and technologies. (Projects that require approval according to law can only be carried out after approval by relevant departments.

camp activities)

(2) Equity and control relationships

As of the announcement date of this plan, Nanda Pharmaceutical is a controlled subsidiary of the company. The company holds 51.1256% of the equity of Nanda Pharmaceutical. The equity structure of Nanda Pharmaceutical is as follows:

Serial number Name of shareholder Capital contribution (10,000 yuan) Shareholding ratio (%) 1 Aidi Pharmaceutical 3,070.60 51.1256

Nanjing Huatai Trust Medical Investment Partnership (Limited

2 1,179.20 19.6337

partnership)

3 Nanjing Public Development Co., Ltd. 880.00 14.6520 4 Jiangsu Nanda Science and Technology Industry Development Group Co., Ltd. 440.00 7.3260 5 Chen Lei 200.12 3.3320 6 Yao Fandi 150.15 2.5000 7 Jiangsu Investment Management Co., Ltd. 80.00 1.3320 8 Nanjing Daoxing Venture Capital Management Center (General Partnership) 5.93 0.0987 Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific objects through simplified procedures

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

Total 6,006.00 100.00

As of the announcement date of this plan, there is no content in Nanda Pharmaceutical's currently effective corporate articles of association that affects this transaction. Nanda Pharmaceutical has no investment agreement that affects this transaction, and there are no agreements or other arrangements that affect Nanda Pharmaceutical's independence.

Before and after the completion of this transaction, Nanda Pharmaceutical has been within the control and management scope of the listed company. Nanda Pharmaceutical's board of directors is planned to be changed from 11 directors to 9 directors. This transaction will not have a significant impact on the arrangement of directors, supervisors, and senior managers of Nanda Pharmaceutical.

(3) Main business

Nanda Pharmaceutical is mainly engaged in the research, development, production and sales of biochemical drug preparations and APIs. Its main products are urokinase preparations for injection of thrombolytic drugs and low molecular weight heparin sodium APIs for anticoagulants.

Nanda Pharmaceutical was formerly known as Nanjing University Biochemical Factory, Nanjing University Pharmaceutical Factory, Nanjing University Biochemical Products Factory and Nanjing University Health Products Factory, which are affiliated to Nanjing University, a university directly under the Ministry of Education. The scientific and technological achievement of its core product urokinase, "Development of Natural Thrombolytic Substance Urokinase", won the first prize of the National Education Commission's Scientific Progress Award. Since its establishment in 1998, Nanda Pharmaceutical has focused on the production and sales of preparations and APIs of the human protein product urokinase. Focusing on biochemical drug technology and cardiovascular and cerebrovascular diseases, it has carried out the production and sales of low molecular weight heparin sodium APIs and other APIs and preparations, as well as the entrusted processing business of external preparations.

Nanda Pharmaceutical is one of the few integrated manufacturing companies in China that holds production approvals for both urokinase API and injectable urokinase preparations. It has established stable cooperative relationships with many well-known domestic pharmaceutical distribution dealers and has strong sales and cost control capabilities. According to Yaozhi.com database statistics, from 2016 to the third quarter of 2025, Nanda Pharmaceutical's injectable urokinase preparations have occupied the top position in the domestic hospital market share for many years.

(4) Subsidiaries

As of the announcement date of this plan, Nanda Pharmaceutical has a wholly-owned subsidiary, Yangzhou Aidi Biopharmaceutical Co., Ltd., which was established on December 12, 2025. In addition, Nanda Pharmaceutical once had 2 holding subsidiaries, namely Nanjing Nanda Pharmaceutical and Health Products Co., Ltd. and Nanjing Nanda Pharmaceutical Advertising Co., Ltd. Nanjing Nanda Pharmaceutical and Health Products Co., Ltd. once invested in Nanjing Nanda Shengsheng Bioengineering Co., Ltd., of which Nanjing Nanda Pharmaceutical and Health Products Co., Ltd. was canceled on July 7, 2021. Nanjing Nanda Sheng Jiangsu Aidi Pharmaceutical Group Co., Ltd. plans to issue A shares to specific objects in 2026 through a simplified procedure.

Biotechnology Co., Ltd. was revoked on March 6, 2003, and Nanjing Nanda Pharmaceutical Advertising Co., Ltd. was revoked on April 20, 2005.

The basic information of the above-mentioned subsidiaries is as follows:

Yangzhou Aidi Biopharmaceutical Co., Ltd.

Company name Yangzhou Aidi Biopharmaceutical Co., Ltd. Nature of enterprise Limited liability company

Registered address: No. 4, Liuzhuang Road, Hanjiang District, Yangzhou City

Business status: Continuous

Date of establishment: December 12, 2025

Registered capital 10 million yuan

Legal representative Su Gufang

Unified social credit code 91321003MAK436TW6G

Equity structure: Nanda Pharmaceutical holds 100.00% of the shares

Licensed projects: pharmaceutical production; pharmaceutical retail (projects that are subject to approval according to law can only be carried out with the approval of relevant departments, and specific business projects are subject to the approval results) Business scope General projects: medical research and experimental development; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; import and export agency (except for projects that are subject to approval according to law, business activities can be carried out independently with a business license in accordance with the law) 2) Nanjing Nanda Pharmaceutical Health Products Co., Ltd.

Company name Nanjing Nanda Pharmaceutical Health Products Co., Ltd. Nature of business Limited liability company

Registered address: No. 115, Hongwu Road, Baixia District

Business status Log out

Established on May 28, 1999

Cancellation time July 7, 2021

Registered capital 1 million RMB

Legal representative Wang Weizhong

Industrial and Commercial Registration Number 3201001012037

Nanda Pharmaceutical holds 60.00% of the shares, and Nanjing Textile Industry and Trade Industrial (Group) Co., Ltd. holds a shareholding structure of

40.00%

Research, production and sales of nutritional health products, food, beverages and raw materials; research and business scope of pharmaceuticals and raw materials

development.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

Nanjing Nanda Pharmaceutical Advertising Co., Ltd.

Company Name Nanjing Nanda Pharmaceutical Advertising Co., Ltd.

Nature of business Limited liability company

Registered address: No. 88, Shengtai Road, Jiangning Development Zone, Jiangning District, Nanjing City

Business status revoked

Established on September 21, 1999

Revocation date: April 20, 2005

Registered capital 500,000 RMB

Legal representative Wang Weizhong

Industrial and Commercial Registration Number 3201211003275

Equity structure: Nanda Pharmaceutical holds 80.00% of the shares, and Chen Luogen holds 20.00% of the shares. Business scope: newspapers and periodicals, film and television advertising production and agency, print advertising, outdoor advertising, packaging design services.

Nanjing Nanda Shengsheng Bioengineering Co., Ltd.

Company name Nanjing Nanda Shengsheng Bioengineering Co., Ltd.

Nature of the enterprise Limited liability company (Taiwan, Hong Kong, Macao and domestic joint ventures)

Registered address Fujiachang, Qixia District

Business status revoked

Established on June 23, 2000

Revocation date: March 6, 2003

Registered capital 2.5 million RMB

Legal representative Tan Zhongming

Industrial and commercial registration number Qihe Suning General Zi No. 005183

Hong Kong Yuhui Industrial Co., Ltd. holds 80.00% of the shares, and the equity structure of Nanjing Nanda Pharmaceutical Health Products Co., Ltd.

20.00% shareholding

Business scope: Research, develop, and produce biological health products; sell self-produced products. (5) Ownership of major assets, external guarantees and major liabilities As of October 31, 2025, Nanda Pharmaceutical’s total assets were 313.9207 million yuan (audited), mainly composed of monetary funds, accounts receivable, inventory, etc. Nanda Pharmaceutical legally owns its operating assets, and the ownership of the assets is clear and there is no dispute.

As of October 31, 2025, Nanda Pharmaceutical's total liabilities were 113.4866 million yuan (audited), mainly composed of accounts payable, other payables, etc.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A-shares to specific targets through a simplified procedure. As of October 31, 2025, Nanda Pharmaceutical has no external guarantees.

(6)Main financial data

Unit: 10,000 yuan October 31, 2025/2025

December 31, 2024/2024 Investment Project

January-October of the year

Total assets 31,392.07 29,975.73Total liabilities 11,348.66 14,448.64Owner’s equity 20,043.41 15,527.09Operating income 26,182.82 29,862.71Operating profit 7,069.80 5,689.16Total profit 7,053.61 5,825.91 Net profit 5,581.11 5,151.77 Net cash flow from operating activities 1,589.85 1,824.79 Net cash flow from investing activities -215.08 -269.71 Net cash flow from financing activities -1,196.67 -112.19 Note: The above financial data have been audited by Notary Tianye Accounting Firm (Special General Partnership).

Basic information of the counterparty

The counterparties to this acquisition are Nanjing Huatai Xin Medical Investment Partnership (limited partnership), Nanjing Daoxing Venture Capital Management Center (general partnership) and Yao Fandi.

(1) Nanjing Huatai Xin Medical Investment Partnership (Limited Partnership)

Company name Nanjing Huatai Xin Medical Investment Partnership (Limited Partnership)

Unified social credit code 91320191MA24XQQ517

Nature of business Limited partnership

Executive Partner Huatai Zijin Investment Co., Ltd.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

Registered address: Room 2497, Hatying Building, No. 99 Tuanjie Road, Nanjing Area, China (Jiangsu) Pilot Free Trade Zone

room

Date of establishment: December 31, 2020

Registered capital 3 million RMB

General projects: engaging in investment activities with self-owned funds; venture capital investment (limited to investment in unlisted enterprises); business scope equity investment (except for projects that require approval according to law, independently carry out business activities with a business license in accordance with the law)

(2) Nanjing Daoxing Venture Capital Management Center (General Partnership)

Company name Nanjing Daoxing Venture Capital Management Center (General Partnership) Unified Social Credit Code 91320106MA1NABLY6X

Nature of business General partnership

Executive Partner Chen Miao

Registered address Room 1501-37, No. 301 Hanzhongmen Street, Gulou District, Nanjing Date of establishment January 11, 2017

Registered capital 36 million RMB

General projects: venture capital investment (limited to investment in unlisted companies) (except for project business scope that requires approval according to law)

In addition, they can independently carry out business activities in accordance with the law with a business license) (3) Yao Fandi

Name Yao Fandi

Gender male

Nationality China

ID number 320105196911******

Residence: Qinhuai District, Nanjing City******

Mailing address: Qinhuai District, Nanjing City******

Do you have other countries?

or area of residence

None of the above-mentioned counterparties are the persons subject to execution for breach of trust. The counterparty and its controlling shareholders and actual controllers have no related relationship with the company and its shareholders and actual controllers holding more than 5% of the company's shares, and there is no disguised transfer of benefits through this acquisition.

Main contents of this transaction agreement

(1) Contract subject and signing time

Target company: Nanjing Nanda Pharmaceutical Co., Ltd.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

Party A (Transferee): Jiangsu Aidi Pharmaceutical Group Co., Ltd.

Party B 1 (Transferer 1): Nanjing Huatai Trust Medical Investment Partnership (Limited Partnership)

Party B 2 (Transferer 2): Nanjing Daoxing Venture Capital Management Center (General Partnership)

Party B 3 (Transferor 3): Yao Fandi

Party B 1, Party B 2, and Party B 3 are collectively referred to as the "Transferor" or "Party B"; the transferee, transferor, and target company are individually referred to as a "Party" and collectively are referred to as the "Parties".

(2) Trading plan

According to Zhongsheng Ping Bao Zi [2026] No. 0001 "Asset Valuation Report on All Equity Values of the Shareholders of Nanjing Nanda Pharmaceutical Co., Ltd. Involved in Jiangsu Aidi Pharmaceutical Group Co., Ltd.'s Proposed Acquisition of Partial Equity Interests in Nanjing Nanda Pharmaceutical Co., Ltd." issued by Zhongsheng Appraisal Consulting Co., Ltd., the target company's assessed value is RMB 585 million, and upon consensus reached by all parties, the transferor will transfer the value of the assets in RMB in accordance with the terms and conditions of this agreement. A total of 22.2324% of the equity of the target company held by it was transferred to the transferee at a price of 130,059,540 yuan (in capital letters: one hundred and thirty-five thousand ninety-five hundred and forty-seven yuan) (corresponding to the target company’s registered capital of 13,352,800 yuan and paid-in capital of 13,352,800 yuan). The details are as follows:

The transferor 1 Nanjing Huatai Xin Medical Investment Partnership (Limited Partnership) transfers the target company it holds to the transferee at a price of RMB 114,857,145 (in capital letters: one hundred one thousand four hundred eighty five thousand seven thousand one hundred four hundred and five yuan) in accordance with the terms and conditions of this agreement. 19.6337% equity (corresponding to the target company’s registered capital of 11.792 million yuan and paid-in capital of 11.792 million yuan);
The transferor 2 Nanjing Daoxing Venture Capital Management Center (general partnership) transfers its 0.0987% equity interest in the target company to the transferee at a price of RMB 577,395 (in capital letters: five hundred seventy thousand seven thousand seven thousand three hundred ninety five yuan) in accordance with the terms and conditions of this agreement (corresponding to the registered capital of the target company of RMB 59,300 and the paid-in capital of RMB 59,300);
Transferor 3 Yao Fandi transfers 2.5000% of the equity of the target company held by him to the transferee at a price of RMB 14,625,000 (in capital letters: one thousand four hundred and twenty-five thousand yuan) in accordance with the terms and conditions of this agreement (corresponding to the registered capital of the target company of RMB 1,501,500 and the paid-in capital of RMB 1,501,500). (3) Equity transfer price and payment

The transferee shall pay the total equity transfer amount of RMB 130,059,540 (in capital letters: One Hundred and Thirty-Thousand Five Million Nine Thousand Five Hundred and Four Ten Yuan) to Jiangsu Aidi Pharmaceutical Group Co., Ltd. of this Association before June 30, 2026, after this Agreement is signed and takes effect, and the prerequisites for equity transfer and delivery are confirmed by the Transferee or exempted in writing by the Transferee. Plan for issuance of A shares to specific targets in 2026 using simplified procedures

Party B’s collection account as agreed upon. Among them: the transferee paid RMB 114,857,145 to transferor 1 (in capital letters: one hundred million, one thousand four hundred and eighty-five thousand seven thousand one hundred and forty-five yuan); the transferee paid RMB 57.7395 to transferor 2 Ten thousand yuan (in capital letters: five thousand seven thousand seven thousand three hundred ninety five yuan); the transferee paid Transferor 3 RMB 14,625,000 yuan (in capital letters: one thousand four hundred six hundred and twenty thousand five thousand yuan).

(4) Equity transfer and delivery

Prerequisites for equity transfer and delivery

The transferee's delivery obligations under this equity transfer, including the payment of the equity transfer price stipulated in this agreement, must be premised on all the following conditions being met or waived in writing by the transferee:

① All transaction documents (including but not limited to this agreement and attachments, amendments to the articles of association of the target company after the equity transfer, resolutions of the target company’s shareholders’ meeting and other documents required by the transferee, documents necessary for industrial and commercial change registration of this equity transfer) have been validly signed by the relevant parties, and the transferee has received the original of each transaction document to which it is a party;

② The transferor and the target company sign this agreement and other transaction documents and complete this equity transfer, have obtained all required complete authorizations and approvals (if any), and do not violate any corporate organizational documents that are binding on the transferor/target company or any contract or agreement signed between the transferor/target company and any third party;

③The registered capital of the target equity has been fully paid, and there are no untrue capital contributions such as evasion of capital or false capital contributions. There are no rights restrictions such as pledges and freezes. There are no lawsuits, arbitrations or other ownership disputes related to the target equity;

④ Since the signing of this agreement, the target company has continued to operate normally in all major aspects, consistent with its usual operations, and has not had any major adverse changes in its business, business, operations, ownership structure, assets, business, technology, legal and financial conditions, etc., nor has there been any other matter that restricts this equity transfer;

⑤The representations and warranties made by the transferor under this agreement are true, accurate and complete from the signing date to the equity transfer delivery date;

⑥The intermediary agency hired by the transferee has completed the audit, evaluation, due diligence and other work on the target company, and the audit, evaluation, and due diligence conclusions are recognized by the transferee;

⑦ This equity transfer has been reviewed and approved by the transferee’s internal review process;

⑧There are no laws, regulations, administrative procedures, judgments, rulings, rulings or injunctions that restrict, prohibit or cancel this equity transfer.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

Equity transfer and delivery

60 days after the transferee pays the corresponding equity transfer price to the transferor's account in accordance with this agreement. Within three working days, the target company shall complete the corresponding industrial and commercial change registration or filing for the equity transfer and the change in the company's articles of association and other matters related to this equity transfer, obtain an updated business license and the corresponding filing certificate, and provide the transferee with a copy of the above-mentioned business license and filing certificate stamped with the target company's official seal. , as well as the company's articles of association or amendments to the articles of association, shareholder list and original capital contribution certificates that reflect the equity structure after the completion of the equity transfer as shown in this agreement, the composition of the target company's board of directors and supervisory board after the completion of the equity transfer, the capital contribution certificate and the shareholder list should be stamped with the official seal of the target company and signed by the legal representative. All parties shall provide necessary cooperation when the target company handles the industrial and commercial change registration or filing procedures mentioned in this article.

(5) Profit and loss arrangements during the transition period

The profit and loss status and amount of the target company from the audit and evaluation base date of this equity transfer to the delivery date will be jointly confirmed by the transferee and the transferor based on the target company's financial statements within 20 days from the delivery date. If the delivery date under the above items is before the 15th of the month (inclusive), the profit and loss cut-off date for the period will be the end of the previous month; if the delivery date under the above items is after the 15th of the month, the profit and loss cut-off date for the period will be the end of the current month.

The profits generated by the target equity corresponding to the target company between the valuation base date and the delivery date will be enjoyed by the post-delivery shareholders according to their shareholding ratio; if a loss occurs, Party B will make up for the loss amount corresponding to the target company's equity ratio in cash to the target company respectively.

(6) Corporate governance and personnel arrangements

The labor contract relationship between the target company and its employees will not change as a result of this transaction.

After the completion of this equity transfer, the board of directors of the target company will consist of 9 directors, including 6 recommended by Jiangsu Aidi Pharmaceutical Group Co., Ltd., 1 recommended by Nanjing Public Development Co., Ltd., 1 recommended by Jiangsu Nanda Science and Technology Industry Development Group Co., Ltd., and 1 recommended by Chen Lei. The target company shall have one chairman and several vice-chairmen according to work needs. The Chairman and Vice Chairman are elected by the Board of Directors with a majority of all directors.

All parties agreed that after the equity transfer is completed, the target company's supervisory board will consist of three supervisors, including one recommended by Jiangsu Aidi Pharmaceutical Group Co., Ltd. and one recommended by Jiangsu Investment Management Co., Ltd., who will be elected by the shareholders' meeting, and one employee representative supervisor, who will be elected by the target company's employee representative meeting, with a term of three years and can be re-elected. The Board of Supervisors shall have one chairman, who shall be elected by all supervisors.

(7) Breach of contract and liability for compensation

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

After this Agreement comes into effect, any party that violates or fails to perform the provisions of this Agreement or other transaction documents (including breach of its representations and warranties under this Agreement or other transaction documents), or its performance does not comply with the conditions or methods agreed in this Agreement, shall constitute a breach of contract. The breaching party shall bear the liability for breach of contract to the non-defaulting party and shall compensate the non-defaulting party for any losses, expenses or other liabilities incurred thereby. If both parties breach the contract, they shall bear their respective liability for breach of contract accordingly.

(8) Effective conditions and effective time of the contract

This agreement will come into effect after being stamped with the official seals of all parties and signed by authorized representatives.

Transaction price and pricing basis

According to the "Asset Valuation Report on the Value of All Equity Interests of Nanjing Nanda Pharmaceutical Co., Ltd.'s Shareholders Involved in Jiangsu Aidi Pharmaceutical Group Co., Ltd.'s Plan to Acquire Partial Equity Interests in Nanjing Nanda Pharmaceutical Co., Ltd." issued by Zhongsheng Appraisal Consulting Co., Ltd. (Zhongsheng Pingbao Zi [2026] No. 0001), as of October 31, 2025, the assessed value of all equity interests of Nanda Pharmaceutical Co., Ltd. is 58,500.00 Ten thousand yuan, corresponding to the appraised value of the 22.2324% shareholders' equity to be acquired is 130,059,540 yuan. With reference to the evaluation results and negotiation between the parties to the transaction, the equity transfer price of this transaction is RMB 130,059,540.

Project necessity

(1) Further strengthen control over Nanda Pharmaceuticals and collaboration between the two parties to strengthen the core competitiveness of listed companies

Nanda Pharmaceutical has an integrated business system of "urokinase raw materials and preparations". The synergy effect between the two parties has been obvious since the listed company obtained control of Nanda Pharmaceutical in 2024. In 2025, the two parties jointly applied for two Class 2 new drug INDs and were approved. The listed company has built an integrated business model of the urokinase industry value chain and achieved a "humanized protein raw material-preparation integration" strategic layout from the supply of raw materials and the production of raw materials to the production of urokinase preparations. After the completion of this acquisition, the listed company will increase its shareholding ratio in Nanda Pharmaceutical, which can further strengthen the management and control of Nanda Pharmaceutical, which will help improve the execution efficiency of Nanda Pharmaceutical, reduce the overall management and operating costs of each business segment, and provide guarantee for the successful implementation of the company's business plan and development strategy.

(2) Increase the business scale and profitability of listed companies and increase shareholder returns

The target company Nanda Pharmaceutical is in good profitability. From January to October 2024, it achieved operating income of 298.6271 million yuan and 261.8282 million yuan, and net profits of 51.5177 million yuan and 55.8111 million yuan. This time, Jiangsu Aidi Pharmaceutical Group Co., Ltd. plans to issue A shares to specific targets in 2026 through simple procedures.

After the transaction, the listed company can further increase the proportion of equity it enjoys in Nanda Pharmaceutical, effectively enhance the profitability of the listed company, provide guarantee for the improvement of the company's overall operating performance, and help protect the interests of the listed company and all shareholders.

Project feasibility

(1) Nanda Pharmaceutical already belongs to the listed company system and does not need to undergo large-scale integration.

In 2024, the company's shareholding ratio in Nanda Pharmaceutical will reach 51.1256% through major asset restructuring, and Nanda Pharmaceutical will be included in the overall planning of the listed company system. The two parties have achieved good synergy in terms of technology research and development, internal control management, team integration, procurement resources, market channels, and capital coordination. With this acquisition of 22.2324% of Nanda Pharmaceutical’s shares, there is no need for large-scale business integration between Nanda Pharmaceutical and other companies in the listed company system, and the risk of collaborative integration is small.

(2) All parties to the transaction have reached consensus and there are no substantial obstacles to the transaction.

The company has signed an "Equity Transfer Agreement" with the counterparties of this transaction, Nanjing Huatai Xin Medical Investment Partnership (Limited Partnership), Nanjing Daoxing Venture Capital Management Center (General Partnership), and Yao Fandi. The above-mentioned agreement clearly stipulates the payment method of the transfer price, the conditions for the agreement to take effect, liability for breach of contract, etc. The terms of the agreement are in compliance with relevant policies, laws and regulations, and there are no substantial obstacles to the implementation of this transaction.

(2) Supplement working capital

Basic situation

The company plans to use the 55 million yuan raised this time to supplement working capital, so as to meet the company's working capital and R&D investment needs for future business development, optimize the company's capital structure, and promote the company's long-term development strategy.

Analysis of the necessity of raising funds for investment projects

(1) Supplement working capital to meet R&D and innovation investment needs and provide driving force for the company’s business development

As an innovative pharmaceutical company that adheres to research and development drive, the company takes human protein and HIV antiviral as its two major development directions, and further optimizes its research pipeline around the above two advantages and strives to improve its commercial operation capabilities, in order to continuously enhance the company's core competitiveness. In recent years, the company has relied on chemical small molecule drugs Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s plan to issue A shares to specific targets in 2026 through simple procedures.

The company actively promotes drug research and development through its two major technology platforms of biomass and human protein. The company has deployed a series of HIV treatment and long-acting preventive drugs, anti-inflammatory and stroke drugs, and multiple Class 1 new drugs, Class 2 new drugs and generic drugs.

In the field of HIV treatment, the company has built a comprehensive R&D pipeline layout from first-line treatment to long-acting prevention, from innovative drugs to generic drugs: ACC017, independently developed by the company, is the only domestic innovative integrase inhibitor drug that has entered Phase III clinical trials in China. The first subject enrollment in Phase III clinical trials has been completed in November 2025, and its triple compound preparation has also been approved for clinical use. At the same time, the company targets HIV Prospective layout is being carried out in the field of long-acting pre-exposure prophylaxis (PrEP), and relevant pipelines under development have entered the IND filing preparation stage. Drug research and development requires high capital investment. The company cannot meet all the capital needs of the current stage of business development by relying only on its own accumulation and bank credit. Therefore, the company plans to raise funds through the issuance of stocks to specific targets through a simple procedure to effectively meet the company's increasing R&D investment needs. The funds raised this time are necessary to improve the company's innovation capabilities and meet business development needs.

(2) The commercialization of new drugs is the company’s key task at this stage, and building a multi-type, three-dimensional, and wide-coverage HIV new drug commercialization operation system requires a large amount of funds.

The company regards the commercialization of new HIV drugs as one of its key tasks and continues to deepen its strategic layout for commercialization in the field of HIV. The company's core product, Enovirin Tablets and its compound preparation, Inomitib Tablets (the first domestic single-tablet compound preparation with independent intellectual property rights), have achieved rapid growth since their launch, which fully proves that the company's product matrix based on core single drugs and single-piece compound preparations as the upgrade direction has strong clinical value and market competitiveness. In order to further consolidate its market position, the company collaborates closely and advances hand in hand through the "troika" of medicine, marketing, and sales, and continues to promote product brand building through a professional marketing system. During the reporting period, the company has established a marketing team of nearly 200 people, and the enoverin program has basically achieved nationwide coverage.

With the expansion of business scale, the company will continue to optimize and supplement the marketing teams in various regions, conduct regular employee training and strengthen the construction of basic personnel management systems; continue to improve the accessibility of drugs and continue to expand the coverage of terminal hospitals; by participating in high-end academic conferences, the company's brand and product advantages will be promoted based on evidence-based data, further strengthening patient education, enhancing brand power and industry competitiveness.

In the early stages of commercialization of new HIV drugs, the expansion of the company's production and operation scale also places higher requirements on the scale of working capital. By raising funds through the issuance of shares to specific targets through a simple procedure, the company can effectively supplement its working capital and lay a solid foundation for sustainable development in many aspects such as business operations, thereby enhancing the company's core competitiveness.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

(3) Optimize capital structure and enhance core competitiveness

As of September 30, 2025, the total balance of the company's short-term borrowings and long-term borrowings (including those due within one year) was 478.1891 million yuan. From January to September 2022, 2023, 2024 and 2025, the company's interest expenses included in financial expenses were 3.9184 million yuan, 11.7638 million yuan, 15.3603 million yuan and 11.9189 million yuan respectively. The growing interest expenses will have a certain impact on the company's performance. This issuance will help reduce the company's asset-liability ratio, further optimize the capital structure, improve the current ratio and quick ratio, and further enhance the solvency.

Feasibility analysis of investment projects using raised funds

(1) The use of funds raised through the issuance of stocks to specific objects through simple procedures complies with laws and regulations.

The amount of raised funds planned to be used to replenish working capital for this investment project is 55 million yuan, accounting for 29.73% of the total funds raised this time, not exceeding 30%, which is in compliance with Articles 9, 10, 11, 13, and

Opinions on the Application of Relevant Provisions of Articles 40, 57, and 60 - Opinions on the Application of Laws on Securities and Futures No. 18" and other relevant requirements of laws, regulations and normative documents.

(2) The company has a standardized governance structure and effective internal control

The company has established a modern enterprise system with the corporate governance structure as the core in accordance with the provisions of relevant laws, regulations and normative documents, and has formed a relatively standardized corporate governance system and effective internal control procedures through continuous improvement and improvement. In terms of management of raised funds, the company has established corresponding "Measures for the Management of Raised Funds" in accordance with regulatory requirements, which clearly stipulates the storage, use, investment direction and supervision of raised funds. After the funds raised through the issuance of stocks to specific targets through a simple procedure are received, the company's board of directors will continue to supervise the company's storage and use of raised funds to ensure that the raised funds are used in a reasonable and standardized manner and to prevent risks in the use of raised funds.

3. Explanation of approval matters involved in the investment project with raised funds

The funds raised by the company from this issuance, after deducting relevant issuance expenses, are intended to be used to acquire the minority shareholders' equity of Nanda Pharmaceutical and supplement working capital. It does not involve investment in construction projects such as fixed assets. The use of funds is in line with national industrial policies and does not involve project approval, land, environmental impact assessment and other investment project approval matters.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

4. 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

After deducting issuance expenses, the funds raised from this issuance of stocks to specific targets through a simplified procedure will be used to acquire Nanda Pharmaceutical's minority shareholders' equity and supplement working capital. After the completion of the acquisition of Nanda Pharmaceutical's minority shareholders' equity, the listed company will increase its shareholding ratio in Nanda Pharmaceutical, which can further strengthen the management and control of Nanda Pharmaceutical, help improve Nanda Pharmaceutical's execution efficiency, reduce the overall management and operating costs of each business segment, and provide guarantee for the successful implementation of the company's business plan and development strategy; the completion of this additional working capital will effectively meet the company's increasing R&D investment and working capital needs, while further optimizing the company's capital structure and reducing financial expenses.

The use of funds raised through the issuance of stocks to specific targets through a simple procedure will focus on the company's main business, which will help the company adhere to the research and development drive, continuously improve its innovation capabilities, and help the company achieve its development goal of becoming a globally competitive innovative pharmaceutical company. It is in line with relevant national industrial policies and the company's overall strategic development direction in the future.

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

After the completion of this issuance of shares to specific objects through a simple procedure, the company's total assets and net assets will increase at the same time, its financial strength will be improved, the asset-liability ratio will be further reduced, the financial status and capital structure will be improved, the current ratio and quick ratio will be improved, and the company's ability to resist risks and overall competitiveness will be improved, laying the foundation for the company's future development.

5. Conclusion on the feasibility analysis of the use of raised funds

The company's use of funds raised this time will focus on the company's main business, which is in line with national industrial policies and the company's overall strategic development direction in the future. After the completion of the acquisition of Nanda Pharmaceutical's minority shareholders' equity, the listed company will increase its shareholding ratio in Nanda Pharmaceutical, which can further strengthen the management and control of Nanda Pharmaceutical, help improve Nanda Pharmaceutical's execution efficiency, reduce the overall management and operating costs of each business segment, and provide guarantee for the successful implementation of the company's business plan and development strategy; the completion of this additional working capital will effectively meet the company's increasing R&D investment and working capital needs, while further optimizing the company's capital structure and reducing financial expenses.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

In summary, the investment project using funds raised from this issuance of shares has good feasibility and necessity, and is in the interests of the company and all shareholders.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

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

Changes in the company’s business and asset integration plan, company articles of association, shareholder structure, senior management structure and business income structure after this issuance

(1) Business and asset integration plan

After deducting issuance expenses, the funds raised by the company from this issuance will be used to acquire the minority shareholders' equity of Nanda Pharmaceutical and supplement working capital. This issuance will enhance the company's capital strength, further enhance the company's technological innovation capabilities, consolidate the company's core competitive advantages, and enhance the company's profitability. After the completion of this issuance, the company's main business will remain unchanged. The target company will be a subsidiary controlled by the listed company before and after this issuance. There is no business and asset integration plan resulting from this issuance. Based on the company's existing business, the implementation of investment projects with raised funds will improve the company's ability to meet market demand, thereby further enhancing the company's comprehensive competitiveness.

(2) Impact on the company’s articles of association

After the completion of this issuance, the company's share capital will be expanded accordingly. The company will revise the relevant equity structure, registered capital and other matters related to this issuance in the "Articles of Association" according to the actual situation of the issuance and relevant regulations, and handle industrial and commercial change registration.

(3) Impact on the company’s shareholder structure

This issuance will bring about certain changes in the company's shareholder structure, and will increase the number of restricted tradable shares equivalent to the number issued, while the shareholding ratio of original shareholders who do not participate in this issuance will decrease. This issuance is not expected to result in a change in the control of the listed company; after the completion of this issuance, the company's public share ratio will not be less than 10%, which will not cause the company's equity distribution to be ineligible for listing.

(4) Impact on the company’s senior management structure

This issuance will not have a significant impact on the senior management structure. 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.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

(5) Impact on the company’s business structure

The funds raised from this issuance will be used to acquire the minority shareholders' equity of the holding subsidiary Nanda Pharmaceutical and supplement working capital. It is carried out around the company's existing business and is a further development of the company's existing business. It does not involve business adjustments. The company's main business and business structure will not undergo major changes as a result of this issuance.

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

(1) Impact on the company’s financial status

After the completion of this issuance, the company's total assets and total net assets will increase simultaneously, its financial strength will be effectively improved, the asset-liability ratio will decrease, and the current ratio and quick ratio will increase, which will help optimize the company's asset-liability structure and reduce the company's financial risks.

(2) Impact on the company’s profitability

The funds raised from this issuance will be used to acquire the minority shareholders' equity of the controlling subsidiary Nanda Pharmaceutical and supplement working capital. The completion of the acquisition of the minority shareholders' equity of the controlling subsidiary will further increase the net profit attributable to shareholders of the listed company. The completion of supplementary working capital will help optimize the company's financial structure, reduce the company's financial expenses, and enhance financial strength. This issuance will help enhance the company's continued profitability.

(3) Impact on the company’s cash flow

After the completion of this issuance, the company's cash inflow from financing activities will increase significantly. In addition, with the completion of the equity acquisition, cash outflows from financing activities will also increase; with the completion of supplementary working capital, the company's working capital will be replenished.

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

Before this issuance, the company was operating independently in terms of business, personnel, assets, institutions, finance, etc. After the completion of this issuance, the company's controlling shareholder and actual controller have not changed. There have been no major changes in the business and management relationships between the company and its controlling shareholders and their related parties. There will be no new horizontal competition or related transactions due to this issuance.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

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

As of the announcement date of this plan, the company's use of funds or external guarantees have been strictly in accordance with the relevant provisions of laws, regulations and the Articles of Association, and have performed corresponding approval procedures and timely fulfilled information disclosure obligations. There has been no illegal occupation of funds or assets by the controlling shareholder and its related parties, or illegal provision of guarantees for it. After the completion of this issuance, the company's funds and assets will not be occupied by the controlling shareholder, actual controller and their related parties, or the company will provide guarantees for the controlling shareholder, actual controller and their related parties.

Whether the debt structure of the listed company is reasonable, whether there is a substantial increase in liabilities (including contingent liabilities) through this issuance, whether the debt ratio is too low, and whether the financial costs are unreasonable

As of September 30, 2025, the company's asset-liability ratio on a consolidated basis was 41.35%. After the completion of this issuance, the company's asset-liability ratio will be reduced, the asset-liability structure will become more stable, and the ability to resist risks will be further enhanced. The company has not increased large liabilities (including contingent liabilities) through this issuance, nor has the debt ratio been too low or the financial costs have been unreasonable.

6. Risks related to this issuance

(1) Business risks

Risk of sustained losses in operating performance

During the reporting period, the company's operating income was RMB 244.2193 million, RMB 411.3638 million, RMB 417.8047 million, and RMB 552.4002 million respectively. The net profits attributable to shareholders of the parent company (whichever was lower after deducting non-recurring gains and losses) were -153.389 million yuan, -88.0623 million yuan, and -148.4454 million yuan respectively. million and -18.6123 million yuan. The issuer's continued losses during the reporting period were mainly due to the large investment in research and development and product promotion expenditures. If the company's research and development progress and market development and other measures are not as expected, the company will have the risk of continued losses in operating performance. Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

The risk of commercialization of innovative drugs failing to meet expectations

The company's innovative drug products, Ibond (Enovirin Tablets) and Fortabund (Inomitib Tablets), focus on the anti-HIV field and have been approved by the State Food and Drug Administration and put on the market. They are currently in the early stages of commercialization. Drugs that belong to the same anti-HIV field as the company's above-mentioned products mainly include Gilead's Jiefukan (Ecoin Protein Tablets), Bituvi (Bikon Protein Tablets), etc. At present, Aibunde, Forbidden, Jiefukan and Bituwei have all entered the "National Basic Medical Insurance, Work Injury Insurance and Maternity Insurance Drug Catalog", and the company's products are facing certain market competition. The company's new drug products require high marketing capabilities from the sales team, and it will take a certain amount of time for the product to gain market recognition and acceptance. If the company fails to adopt an effective marketing strategy, it will face the risk of hindered market promotion and the commercialization of innovative drugs after they are launched will not be as expected.

Risks of changes in the structure of human protein sales business

During the reporting period, the sales revenue of the company's human protein business was RMB 143.4232 million, RMB 259.7539 million, RMB 193.1211 million and RMB 212.2790 million respectively, with large fluctuations. From 2022 to 2024, the company's human protein business mainly consists of urokinase products and crude ulinastatin products, and its customers are mainly Guangdong Tianpu Biochemical Pharmaceutical Co., Ltd., Wuhan Renfu Pharmaceutical Co., Ltd. and Nanjing Nanda Pharmaceutical Co., Ltd. (before consolidated statements); September 2024 After the merger with Nanda Pharmaceutical in March, the company's human protein business mainly consists of urokinase preparations and crude ulinastatin products. Its main customers are various pharmaceutical distribution companies and Guangdong Temple Biochemical Pharmaceutical Co., Ltd. If the business partnership between the above-mentioned customers and the company changes or there is a significant reduction in end market demand or other major adverse changes, it may have a greater adverse impact on the company's operating results.

Compliance business risks

The company's drug sales process involves academic promotion and exchanges and interactions between sales personnel, distributors, promotion service providers, etc. and medical institutions, doctors, and patients. The company has established and improved relevant systems and compliance management systems, but the above-mentioned entities may still engage in unfair business practices during the business process. If the company cannot effectively control relevant behaviors, it may affect the company's brand image and even bear corresponding liability risks, which will have an adverse impact on the company's business operations, financial status and development prospects.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

(2) Technical risks

Risks of new drug research and development

The company continues to increase R&D investment in the research and development of new anti-HIV drugs and finished human protein preparations. The development of innovative drugs has the characteristics of large R&D investment, high technical difficulty, and long trial cycles, and is easily affected by unpredictable factors, which mainly include: (1) The risk of unresolved key technical difficulties, that is, because one or some technical indicators and standards fail to meet expectations or the cost of meeting expected standards is too high, or the product cannot be successfully scaled up for industrialization, resulting in delayed product development progress or even failure. (2) The risk of clinical research failure, that is, during the clinical trial process, if unexpected serious adverse events occur or the clinical efficacy does not meet expectations, it may cause the regulatory authorities to suspend or terminate the clinical research, which will affect the research and development progress or even lead to research and development failure. (3) According to the relevant provisions of my country's drug registration management regulations, drug registration generally needs to go through preclinical research, clinical trial approval, clinical trials, production approval and other stages, and there is a risk that the time to market cannot be completely determined.

Risks of loss of technical personnel and loss of confidentiality of core technologies

The company is a technology-intensive and talent-intensive enterprise. Technology and talents are the company's core competitiveness and the foundation for its future sustainable development. If the company's core technology leaks or a large number of technical personnel are lost, it may have an adverse impact on the company's technological innovation, new product development, and sustained business growth. Innovative drug research and development is a multidisciplinary, technology-intensive field. Whether a company can continue to attract and cultivate outstanding technical talents and maintain the stability of its technical team is crucial to the company's continued innovation and stable operations. If competitors use improper means to recruit the company's technical personnel, the issuer may lose talent and lose technology confidentiality.

The risk of competitors breaking through resource and technology barriers in the field of human protein

The company has dual barriers of resources and technology in the field of human protein raw materials. Although the company has adopted a combination of trade secret protection and patent protection to protect technology in the production process, it cannot be ruled out that competitors will develop their own in the future or bypass the company's existing technology to achieve technological breakthroughs and mastery of human protein raw material resources. If competitors are able to achieve large-scale, low-cost production of crude ulinastatin, crude urokinase, and urokinase products, the company's existing industry leading position in the field of human protein will be severely impacted, which will have a major adverse impact on the company's operating performance, financial status, and cash flow guarantees required for future new drug research and development.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

Risk of product substitution

The company is engaged in the research and development, production and sales of innovative anti-HIV drugs and high-tech preparations and raw material products such as human proteins. In each indication field, the company's main products have competing products with similar therapeutic effects, main functions or product characteristics to the company's products. With the development of modern medical methods and the advancement of chemical, biopharmaceutical and other technologies, new treatment methods or new competitive products may emerge and achieve major breakthroughs, which may cause the company's products to be replaced and eliminated by competing products, thereby affecting the company's production and operations.

(3) Financial and internal control risks

The risk of long-term negative cash flow from operating activities

From 2022 to 2024, the company's net cash flow from operating activities was -92.5547 million yuan, -166.2249 million yuan and -37.4978 million yuan respectively. The company's cash flow from operating activities has been negative for a long time; from January to September 2025, the company's net cash flow from operating activities was 27.4888 million yuan, which has improved. However, if the company's cash flow from operating activities cannot be effectively improved in the future, and the cash flow raised from financing activities does not meet expectations, it may cause the company to be short of funds and have a certain adverse impact on the company's ability to continue operating.

Internal control system execution risks

The issuer has currently established a complete set of modern corporate internal control systems and implemented them effectively. If the internal control system is not continuously tracked and improved based on specific operating conditions in daily operations and management, or the relevant staff fail to implement the relevant requirements of the company's internal control system during specific business processing, the issuer may still have risks caused by unreasonable design, poor implementation or lack of supervision of the internal control system, which will affect the issuer's normal production and operation activities.

Risks of preferential tax policies

During the reporting period, the company was a high-tech enterprise. According to the provisions of the Enterprise Income Tax Law, high-tech enterprises are levied corporate income tax at a reduced rate of 15%. If the company cannot continue to obtain a high-tech enterprise certificate in the future and thus cannot enjoy the 15% preferential tax rate, it will have a certain impact on its after-tax profits. In addition, if the national tax authorities make adverse adjustments to the preferential tax policies for high-tech enterprises in the future, it may also have a certain impact on the company's profit level.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

(4) Policy risks

At present, our country is in the process of reforming the medical system, and the relevant laws and regulations system for the pharmaceutical industry are constantly being formulated and improved. Major industry policy reform measures such as adjustments to the essential medicine catalog, adjustments to the medical insurance catalog, the two-invoice system, and volume-based procurement have been successively introduced. The revision of laws and regulations and the reform of the industry supervision system have put forward new requirements for all aspects of the operation of pharmaceutical companies, and will also have a certain impact on the industry competition pattern. If the company's operation, management, and sales models cannot adapt to changes in policy adjustments in a timely manner, it will face the risk of product market share declining and losing market competitiveness.

(5) Legal risks

Product quality risk

As a special commodity, pharmaceutical preparations and raw materials are directly related to people's lives and health, and their product quality is particularly important. Because of their long production processes, complex processes and other special characteristics, product quality is affected by many factors and there are inherent risks. On the other hand, errors in procurement, production, storage, and transportation may cause physical and chemical changes in the product, thereby affecting product quality and even leading to medical accidents. In view of the complexity of product quality control, if the company has product quality problems in the future, it will have an adverse impact on the issuer's production operations and market reputation.

Environmental risks

The company's production process will produce waste gas, waste water and other pollutant emissions, and there is a risk of environmental accidents due to management negligence or force majeure and other factors, which may have an impact on the environment or violate environmental protection laws and regulations, thereby affecting the company's daily operations. As my country attaches increasing importance to environmental protection issues, the country has formulated more stringent environmental protection standards and specifications and carried out relevant environmental protection inspection work. If the national and local governments promulgate new laws and regulations in the future to further increase environmental protection supervision requirements, the company will have to pay higher environmental protection costs, which may have a certain impact on its profit level.

Safety production risks

In accordance with national laws, regulations, policies and standards, the company continuously improves the production safety management system and formulates various operating procedures, and the EHS department implements comprehensive supervision. With the continuous expansion of the company's business scale, if the company cannot always strictly implement the safety production management system and continuously improve the safety production awareness of employees, Jiangsu Aidi Pharmaceutical Group Co., Ltd.'s 2026 plan to issue A shares to specific objects through simple procedures

With strong safety production training, the company may have safety accidents caused by improper employee production operations or equipment failures, which will affect the normal production of the company.

(6) Risks related to this issuance

Risk of diluting immediate returns

After the funds raised this time are in place, the company's total share capital and net assets will increase to a certain extent. As the company's total share capital and net assets increase, if the company's revenue scale and profit level cannot achieve a corresponding increase in the future, indicators such as earnings per share and weighted average return on net assets may decline to a certain extent. Investors are hereby reminded to pay attention to the risk of diluting current returns through the simple issuance to specific objects. Investors are also reminded that although the company has formulated supplementary return measures for this purpose, the supplementary return measures formulated do not guarantee the company's future profits.

Approval risks for this issuance

This issuance of shares to specific objects through a simplified procedure still needs to be reviewed and approved by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission for registration. There is uncertainty as to whether it can obtain approval from the relevant competent authorities, as well as the time when the final approval will be obtained.

Stock price fluctuation risk

Stock investment inherently carries certain risks. Stock prices not only depend on the company's financial status, operating performance and development prospects, but are also affected by important factors such as national macroeconomic policies and economic situation, major policies, industry environment, capital market trends, supply and demand changes in the stock market, and investors' psychological expectations. The company will truthfully, accurately, timely, completely and fairly disclose material information that may affect the company's stock price to investors in accordance with the requirements of the Company Law, Securities Law and other relevant laws and regulations for investors to make investment judgments. At the same time, the company reminds investors to pay attention to stock price fluctuations and possible risks involved. Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

Section 4 The Company’s Profit Distribution Policy and Implementation

1. The company’s current profit distribution policy

In accordance with the requirements of relevant laws, regulations and normative documents such as the China Securities Regulatory Commission's "Guidelines for the Supervision of Listed Companies No. 3 - Cash Dividends of Listed Companies" (revised in 2023), in order to actively reward investors and guide investors to establish the concept of long-term investment and rational investment, the main contents of the profit distribution policy in the "Articles of Association" are as follows:

(1) Principle of profit distribution

The company's dividend distribution should pay attention to reasonable investment returns for investors, and the dividend distribution policy should maintain continuity and stability.

(2) Form of profit distribution

Companies can distribute dividends in the form of cash, stocks, or a combination of the two. On the premise that the company's profitability, cash flow, etc. meet the company's normal production operations and long-term development, the company will give priority to adopting a cash dividend distribution policy. On the premise of ensuring that the company's share capital size and the company's equity structure are reasonable, based on the consideration of returning investors and sharing the company's value, when the company's stock valuation is within a reasonable range, the company can issue stock dividends. The specific plan must be reviewed and approved by the company's board of directors and then submitted to the company's shareholders' meeting for review and approval.

(3) Time interval for profit distribution

The company conducts annual profit distribution in accordance with the company's principles. If conditions permit, the company's board of directors may propose mid-term cash distribution based on the company's financial situation.

(4) Conditions and proportions of company profit distribution

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

The company's board of directors should comprehensively consider factors such as the industry characteristics, development stage, own business model, profitability level, and whether there are major capital expenditure arrangements, distinguish the following situations, and propose differentiated cash distribution policies in accordance with the procedures stipulated in the 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%;
If the company's development stage is difficult to distinguish and there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.

The above-mentioned major capital expenditure arrangements refer to when any of the following situations occur:

The company’s net operating cash flow for the year is negative;
The company has major investment plans or major capital expenditures (except for investment projects with raised funds) in the next twelve months. Major investment plans or major cash expenditures refer to the company's planned external investments, asset acquisitions or equipment purchases in the next twelve months where the cumulative expenditures reach or exceed 50 million yuan or more than 10% of the company's audited net assets in the most recent fiscal year;
Other circumstances specified by the China Securities Regulatory Commission or the Shanghai Stock Exchange.

(5) The company’s decision-making process for adjusting profit distribution policies

If the company really needs to adjust its profit distribution policy based on its production and operation conditions, investment planning and long-term development needs, the adjusted profit distribution policy shall not violate the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange. The company should adjust the profit distribution policy by amending the relevant provisions on profit distribution in the Articles of Association. The decision-making process is:

The company's adjustment of profit distribution policy should be based on protecting the interests of shareholders and the overall interests of the company. The company should fully listen to the opinions of small and medium-sized shareholders, collect the opinions of small and medium-sized shareholders through the Internet, telephone, email, etc., and the relevant departments of the company's investor relations management will summarize the opinions of small and medium-sized shareholders and submit it to the company. Jiangsu Aidi Pharmaceutical Group Co., Ltd.'s 2026 plan for issuance of A shares to specific objects under a simplified procedure

The board of directors and the company's board of directors shall formulate a plan to adjust the company's profit distribution policy after fully considering the opinions of small and medium-sized shareholders, and make a proposal to amend the Articles of Association.

The company’s independent directors should independently review the above proposals and express their opinions.
After the company's board of directors considers and approves the above proposal, it shall be submitted to the company's shareholders' meeting for review and approval. When announcing the resolution of the company's board of directors, the review opinions of the company's independent directors shall be disclosed at the same time.
When the company's shareholders' meeting considers the above proposals, the company can provide online voting and other methods to facilitate small and medium-sized shareholders to participate in the voting. This matter should be reviewed and approved by the company's shareholders' meeting with a special resolution.
After the company’s shareholders’ meeting approves the above proposal, the company shall revise the Articles of Association accordingly and implement the adjusted profit distribution policy.

2. The company’s profit distribution in the past three years

In 2022, 2023 and 2024, the company's net profit will be negative, and the company has not distributed profits in the last three years.

3. The company’s shareholder dividend return plan for the next three years (2025-2027)

In order to improve and improve the company's profit distribution decision-making mechanism and supervision mechanism, and effectively protect the legitimate rights and interests of investors, in accordance with the "Company Law", "Listed Company Supervision Guidelines No. 3 - Cash Dividends of Listed Companies", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other relevant laws, regulations and normative documents, as well as the "Articles of Association" and other relevant provisions, combined with the actual situation of the company, the company has formulated the "Jiangsu Aidi Pharmaceutical Group Co., Ltd. for the next three years (2025-2027)" Year) Shareholder Dividend Return Plan" (hereinafter referred to as the "Dividend Return Plan", "the Plan"), the specific contents are as follows:

(1) Factors considered in formulating dividend return planning

Based on the company's long-term and sustainable development, comprehensive consideration of the company's own industry characteristics, development trends, business models, profitability levels, debt repayment capabilities, development plans, social capital costs, external financing environment and other important factors, make clear institutional arrangements for the company's profit distribution on the basis of balancing shareholders' reasonable investment returns and the company's sustainable development, so as to maintain the continuity and stability of the profit distribution policy and ensure the company's long-term, sustainable and healthy operating capabilities.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

(2) Principles for formulating dividend return planning

The formulation of the dividend return plan follows the principle of attaching importance to investors' reasonable investment returns and the company's sustainable development, and fully considers and listens to the opinions of independent directors and shareholders (especially small and medium-sized shareholders) to maintain the continuity and stability of the company's profit distribution policy and comply with the relevant provisions of laws and regulations.

(3) Dividend return planning for the next three years (2025-2027)

Form of profit distribution

Companies can distribute dividends in the form of cash, stocks, or a combination of the two. The company's dividend distribution should focus on reasonable investment returns for investors, and the dividend distribution policy should maintain continuity and stability; on the premise that the company's profitability, cash flow, etc. meet the company's normal production operations and long-term development, the company will give priority to adopting a cash dividend distribution policy.

Interval of profit distribution

Conditions for cash dividends

A company's implementation of cash dividends must at least meet the following conditions:

(1) The company’s net profit available for distribution in the year or half-year (i.e., the net profit remaining after the company makes up for its losses and withdraws its provident fund) is positive and has sufficient cash flow. The implementation of cash dividends will not affect the company’s subsequent continued operations;

(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 capital expenditure arrangements.

The “major capital expenditure arrangements” referred to in the preceding paragraph refer to the occurrence of any of the following situations:

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

(2) The company has major investment plans or major capital expenditures (except for investment projects with raised funds) in the next twelve months. Major investment plans or major cash expenditures refer to the company's planned external investments, asset acquisitions or equipment purchases in the next twelve months where the cumulative expenditures reach or exceed 50 million yuan or more than 10% of the company's audited net assets in the most recent fiscal year;

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

(3) Other circumstances specified by the China Securities Regulatory Commission or the Shanghai Stock Exchange.

Proportion and time interval of cash dividends

If the company has no major capital expenditure arrangements, the profits distributed by the company in the form of cash in each fiscal year shall not be less than 10% of the distributable profits realized in that year (referring to the after-tax profits remaining after the company makes up for losses and deducts the statutory reserve fund). The accumulated profits distributed in the form of cash in the past three years shall not be less than 30% of the average annual distributable profits realized in the past three years. The company's board of directors should comprehensively consider factors such as the industry characteristics, development stage, own business model, profitability level, and whether there are major capital expenditure arrangements, distinguish the following situations, and propose differentiated cash distribution policies in accordance with the procedures stipulated in the 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 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%;

(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 20%;

(4) If the company's development stages are difficult to distinguish and there are major capital expenditure arrangements, it may be handled in accordance with the provisions of the preceding paragraph.

Stock dividend distribution conditions

On the premise of ensuring that the company's share capital size and the company's equity structure are reasonable, based on the consideration of returning investors and sharing the company's value, when the company's stock valuation is within a reasonable range, the company can issue stock dividends. The specific plan must be reviewed and approved by the company's board of directors and then submitted to the company's shareholders' meeting for review and approval.

(4) Decision-making mechanism and procedures for profit distribution plan

The company's profit distribution plan is drawn up by the board of directors and submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors. Independent directors can solicit opinions from minority shareholders, propose dividend proposals, and submit them directly to the board of directors for review.
If the company is unable to determine the profit distribution plan for the year in accordance with the established cash dividend policy or minimum cash dividend ratio under special circumstances, it shall disclose the specific reasons in the annual report.
The shareholders’ meeting shall, in accordance with the provisions of laws, regulations and the Articles of Association, approve the profit distribution plan proposed by the board of directors for Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 issuance of A-shares to specific objects through simplified procedures.

The plan is reviewed and voted on. In order to effectively protect the rights of public shareholders to participate in shareholders' meetings, companies should proactively communicate with shareholders, especially small and medium-sized shareholders, through multiple channels (including but not limited to telephone, fax, email, interactive platforms, etc.), 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 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 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.
Independent directors have the right to express opinions on matters where the company's profit distribution plan may harm the rights and interests of the company or small and medium-sized shareholders.

(5) Adjustment mechanism of profit distribution policy

The company’s adjustment of profit distribution policy should be based on protecting the interests of shareholders and the overall interests of the company. The company should fully listen to the opinions of small and medium-sized shareholders, collect the opinions of small and medium-sized shareholders through the Internet, telephone, email, etc., and the relevant departments of the company’s investor relations management should summarize the opinions of small and medium-sized shareholders and submit them to the company’s board of directors. The company’s board of directors should formulate a plan to adjust the company’s profit distribution policy after fully considering the opinions of small and medium-sized shareholders, and make a proposal to amend the Articles of Association.
The company’s independent directors should independently review the above proposals and express their opinions.
After the company's board of directors considers and approves the above proposal, it shall be submitted to the company's shareholders' meeting for review and approval. When announcing the resolution of the company's board of directors, the review opinions of the company's independent directors shall be disclosed at the same time.
When the company's shareholders' meeting considers the above proposals, the company can provide online voting and other methods to facilitate small and medium-sized shareholders to participate in the voting. This matter should be reviewed and approved by the company's shareholders' meeting with a special resolution.
After the company’s shareholders’ meeting approves the above proposal, the company shall revise the Articles of Association accordingly and implement the adjusted profit distribution policy.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

Section 5 Regarding the current issuance of dilutive stocks to specific objects through simplified procedures

Returns and the company’s replenishment measures and relevant entity commitments

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

In addition to this issuance, the company will determine whether to implement other equity financing plans based on business development in the next twelve months. If the company arranges equity financing in the future based on its business development needs and asset and liability status, it will fulfill its review and information disclosure obligations in accordance with relevant laws and regulations.

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

According to "Several Opinions of the State Council on Further Promoting the Healthy Development of Capital Markets" (Guofa [2014] No. 17), "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), "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 relevant documents, in order to protect the interests of small and medium-sized investors, the company conducted a serious, prudent and objective analysis of the impact of this issuance on diluted immediate returns, and proposed specific measures to fill the returns. The specific contents are as follows:

(1) Main assumptions and explanations for financial indicator calculations

In order to analyze the impact of this issuance of shares on the company's relevant financial indicators, the following assumptions are made based on the company's actual situation:

It is assumed that there are no major changes in the macroeconomic environment, industrial policies, industry development status, etc.;
Considering that the review and issuance of this issuance requires a certain period of time, it is assumed that the company's issuance will be completed on April 30, 2026. This assumed completion time is only used to calculate the impact of this issuance's diluted spot return on the company's main financial indicators. It will ultimately be subject to the actual issuance completion time after being reviewed and approved by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission for registration;
When forecasting the company's total share capital, based on the total share capital of 420,782,808 shares as of September 30, 2025, only the impact of this issuance of shares is considered, and changes in the company's total share capital caused by other factors (such as capital reserve transfer to share capital, equity incentives, stock dividend distribution, stock repurchase and cancellation, etc.) are not considered; Jiangsu Aidi Pharmaceutical Group Co., Ltd. Plan for issuance of A shares to specific targets in 2026 using simplified procedures
The company’s total share capital before this issuance is 420,782,808 shares. It is assumed that the number of shares issued this time is 14,964,600 shares, which does not exceed 5% of the company’s total share capital before this issuance. All of them are new shares. The specific number of shares issued shall be based on the number of shares actually issued after being reviewed and approved by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission for registration;
When predicting the company's total share capital, only the impact of this issuance on the total share capital will be considered, and the future repurchase, cancellation, unlocking and dilutive impact of restricted shares that have been granted and not unlocked will not be considered, and other possible equity changes will not be considered;
Company 2024 The net profit attributable to the owners of the parent company and the net profit attributable to the owners of the parent company after deducting non-recurring gains and losses realized in the year were -141.2043 million yuan and -148.4454 million yuan respectively. The net profit attributable to the owners of the parent company and the net profit attributable to the owners of the parent company after deducting non-recurring gains and losses realized by the company from January to September 2025 were -6.8405 million yuan and -18.6123 million yuan respectively;
It is assumed that the company’s net profit attributable to ordinary shareholders of the listed company in 2025 and 2026 and the net profit attributable to ordinary shareholders of the listed company after deducting non-recurring gains and losses are calculated according to the following two situations:

(1) Scenario 1: Assume that the company's net profit attributable to common shareholders of the listed company and the net profit attributable to common shareholders of the listed company after deducting non-recurring gains and losses in 2025 are both 0.0 million yuan. The net profit attributable to common shareholders of the listed company and the net profit attributable to common shareholders of the listed company after deducting non-recurring gains and losses realized in 2026 are both 30 million yuan;

(2) Scenario 2: Assume that the net profit attributable to common shareholders of the listed company and the net profit attributable to common shareholders of the listed company after deducting non-recurring gains and losses realized by the company in 2025 are consistent with those from January to September 2025. The net profit attributable to common shareholders of the listed company and the net profit attributable to common shareholders of the listed company after deducting non-recurring gains and losses in 2026 are reduced by 80% compared with the loss in 2025.

When calculating the impact of this issuance on spot returns, the impact on the issuer’s production operations, financial status and other factors after the proceeds are received will not be considered for the time being.

The above assumptions are only used to estimate the impact of the diluted current returns from this issuance on the company's main financial indicators. They do not represent a judgment on the company's operating conditions and trends in 2025 and 2026, nor do they constitute a profit forecast. If investors make investment decisions based on this and cause losses, the company will not be liable for compensation.

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

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

Based on the above assumptions, the company has calculated the impact of this issuance to specific objects on the main current income indicators.

The specific impact is as follows:

2024/2024 2025/2025

2026/December 31, 2026 projects

December 31, year December 31, year

Before this issuance After this issuance

Total share capital (10,000 shares) 42,078.28 42,078.28 42,078.28 43,574.74 Assumption 1: Assume that the company's net profit attributable to common shareholders of the listed company and the net profit attributable to common shareholders of the listed company after deducting non-recurring gains and losses in 2025 are both 0.0 million yuan. The net profit attributable to common shareholders of the listed company and the net profit attributable to common shareholders of the listed company after deducting non-recurring gains and losses realized in 2026 are both 30 million yuan.

Attribution realized during the year

Ordinary shares of listed companies -14,120.43 - 3,000.00 3,000.00 Net profit (10,000 yuan)

Attribution realized during the year

Common shares of listed companies

Dong’s net profit (after deducting -14,844.54 - 3,000.00 3,000.00 non-recurring gains and losses)

(10,000 yuan)

Basic earnings per share (yuan/

-0.3356 - 0.0713 0.0688 shares)

Diluted earnings per share (yuan/

-0.3356 - 0.0713 0.0696 shares)

Basic earnings per share (less

Except for recurring profits and losses -0.3528 - 0.0713 after 0.0688) (yuan/share)

Diluted earnings per share (less

Except for recurring profits and losses -0.3528 - 0.0713 after 0.0696) (yuan/share)

Hypothesis 2: Assume that the company's net profit attributable to ordinary shareholders of the listed company and the net profit attributable to ordinary shareholders of the listed company after deducting non-recurring gains and losses in 2025 are consistent with those from January to September 2025. The net profit attributable to ordinary shareholders of the listed company and the net profit attributable to ordinary shareholders of the listed company after deducting non-recurring gains and losses in 2026 are reduced by 80% compared with the loss in 2025.

Attribution realized during the year

Net profit of ordinary shares of listed companies -14,120.43 -684.05 -136.81 -136.81 (10,000 yuan)

Attribution realized during the year

Common shares of listed companies

Dong’s net profit (after deducting -14,844.54 -1,861.23 -372.25 -372.25 non-recurring gains and losses)

(10,000 yuan)

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

2024/2024 2025/2025

2026/December 31, 2026 projects

December 31, year December 31, year

Before the issuance, basic earnings per share after the issuance (yuan/

-0.3356 -0.0163 -0.0033 -0.0031 shares)

Diluted earnings per share (yuan/

-0.3356 -0.0163 -0.0033 -0.0032 shares)

Basic earnings per share (less

Except for recurring profits and losses -0.3528 -0.0442 -0.0088 -0.0085 (after) (yuan/share)

Diluted earnings per share (less

Except after recurring profits and losses -0.3528 -0.0442 -0.0088 -0.0086) (yuan/share)

The above assumptions, analysis, and description of the impact on the company's main financial indicators after this issuance of shares do not represent the company's commitment to profitability and cash dividends in 2025 and 2026, nor do they represent the company's judgment on the operating conditions and trends in 2025 and 2026. 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.

3. Special risk warning that this issuance will dilute spot returns

After the funds raised from this issuance are in place, the company's total share capital and net assets will increase. Under this circumstance, if the company's net profit has not yet achieved a corresponding increase, there will be a risk of the company's current returns being diluted in the year when shares are issued to specific targets through a simple procedure.

At the same time, in the process of calculating the dilutive impact of this issuance on current returns, the company's hypothetical analysis of the net profit attributable to shareholders of the parent company in 2025 and 2026 is not the company's profit forecast. The supplementary return measures formulated to cope with the dilution of current returns 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. Investors are reminded to pay attention.

4. The necessity and rationality of the board of directors’ choice of this financing

For details on the necessity and rationality of the use of funds raised from this issuance, please refer to "II. Basic Situation and Feasibility Analysis of Investment Projects with Raised Funds" in "Section 2. Feasibility Analysis of the Board of Directors on the Use of Funds Raised in this Plan".

Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s 2026 plan to issue A shares to specific targets through simple procedures

The relationship between the investment projects with funds raised this time and the company’s existing business, and the company’s reserves in terms of personnel, technology, market, etc. for projects engaged in raised funds

After deducting relevant issuance expenses, the funds raised by the company from issuing shares to specific targets through a simple procedure are intended to be used to acquire minority shareholders' equity in Nanda Pharmaceuticals and supplement working capital, which will help the company improve its innovation capabilities, meet business development needs and realize development strategies, while optimizing its financial structure and further reducing financial risks. The use of funds raised from this issuance of shares does not involve reserves in specific construction projects and related personnel, technology, market and other aspects.

6. Measures taken by the company to dilute current returns from this issuance of shares

This issuance may lead to a decrease in investors' immediate returns. In order to protect the interests of investors, the company plans to take the following measures to ensure the effective use of funds raised this time and enhance the company's competitiveness and economic benefits to supplement shareholder returns. The specific measures are as follows:

(1) Strengthen the supervision of raised funds to ensure the reasonable and legal use of raised funds

In order to standardize the management and use of the company's raised funds and effectively protect the legitimate rights and interests of investors, the company has formulated and improved the "Measures for the Management of Raised Funds" in accordance with the provisions of the Company Law, the Securities Law, the Supervisory Rules for Funds Raised by Listed Companies, the Shanghai Stock Exchange's Science and Technology Innovation Board Stock Listing Rules and other laws and regulations and combined with the actual situation, which clearly stipulates the storage, use, supervision and accountability of raised funds. The company will strictly manage the use of raised funds in accordance with relevant laws and regulations and the requirements of the "Raised Funds Management Measures" to ensure the use of raised funds, cooperate with regulatory banks and sponsors in the inspection and supervision of the use of raised funds, and ensure that the raised funds are stored in a standardized and reasonable manner and used legally and compliantly.

(2) Accelerate the development of the company’s main business and improve the company’s profitability

After the funds raised this time are in place, the company will continue to consolidate and give full play to its own R&D advantages, continuously enrich and improve products, improve R&D technology, optimize the sales system, strengthen market development capabilities, consolidate the company's leading position in products and technology, and enhance the company's sustainable profitability.

(3) Improve profit distribution policies and strengthen investor return mechanisms

The "Articles of Association" and the shareholder return plan formulated by the company clarify the profit distribution principles, distribution methods, and Jiangsu Aidi Pharmaceutical Group Co., Ltd.'s plan to issue A shares to specific objects in 2026 through simple procedures.

Distribution conditions and decision-making procedures and mechanisms for profit distribution. The company will take the profit distribution policy stipulated in the Articles of Association as a guide, fully listen to the opinions of small and medium-sized shareholders, and combine the company's operating conditions and development plans to continue to improve the cash dividend policy and strictly implement it, and strive to increase shareholder investment returns.

(4) Strengthen business management and internal control, and continuously improve corporate governance

At present, the company has formulated a relatively complete and sound internal control system and management system to ensure the normal and orderly conduct of the company's various operating activities. In the future, the company will further improve its operation and management level, improve and strengthen investment decision-making procedures, strictly control the company's various costs and expenses, strengthen cost management, optimize the budget management process, strengthen implementation supervision, and comprehensively and effectively improve the company's operating efficiency.

The company's formulation of return-filling measures does 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.

Commitments made by the company’s controlling shareholders, actual controllers and persons acting in concert, directors, and senior managers that the company’s supplementary return measures can be effectively fulfilled

According to "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guofa [2014] No. 17), "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 "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, in order to safeguard the interests of investors, relevant entities have made commitments to effectively implement the supplementary return measures. The specific circumstances are as follows:

(1) Commitments of the company’s directors and senior managers

All directors and senior managers of the company will faithfully and diligently perform their duties, safeguard the legitimate rights and interests of the company and all shareholders, and make the following commitments to ensure that the company's measures to compensate for diluted immediate returns can be effectively implemented in accordance with relevant regulations of the China Securities Regulatory Commission:

“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 the company’s assets to engage in investment or consumption activities that are not related to the performance of my duties; Jiangsu Aidi Pharmaceutical Group Co., Ltd.’s plan to issue A shares to specific objects in 2026 through simple procedures
I promise that the remuneration system formulated by the board of directors or the remuneration and assessment committee will be linked to the implementation of the company's supplementary return measures;
I promise that if the company implements equity incentives in the future, the exercise conditions of the company's equity incentives to be announced will be linked to the implementation of the company's supplementary return measures;
I promise to earnestly implement the relevant supplementary return measures formulated by the company and any commitments I make regarding the supplementary return measures. If I violate or fail to fulfill the above commitments, I agree that the China Securities Regulatory Commission, Shanghai Stock Exchange and other securities regulatory agencies will impose relevant penalties on me or take relevant regulatory measures in accordance with the relevant regulations and rules formulated or issued by them. If I violate or fail to fulfill the above commitments, causing losses to the company or investors, I am willing to bear compensation liability in accordance with the law;
From the date of this commitment to the completion of this issuance, if securities regulatory agencies such as the China Securities Regulatory Commission formulate new regulations on supplementary return measures and commitments, and the above commitments cannot meet the relevant regulations, I promise to issue supplementary commitments in accordance with the relevant regulations. "

(2) Commitments of controlling shareholders, actual controllers and persons acting in concert

The company's controlling shareholder Guangzhou Weimei Investment Co., Ltd., actual controller Fu Heliang, Jindi Wu and his wife and their concerted parties have made the following commitments to ensure that measures to compensate for diluted immediate returns can be effectively implemented in accordance with relevant regulations of the China Securities Regulatory Commission:

“1. The company/I will not intervene beyond our authority in the operation and management activities of listed companies and will not encroach on the company’s interests;

The company/I will not transfer benefits to other units or individuals for free or on unfair terms, nor will I harm the company's interests in other ways;
The company/I will earnestly fulfill the above-mentioned commitments made by the company/I to ensure that the listed company's supplementary return measures can be effectively implemented. If the company/I violate these commitments or refuse to fulfill them, the company/I voluntarily accept the regulatory measures taken by securities regulatory agencies such as the China Securities Regulatory Commission or the Shanghai Stock Exchange in accordance with the law; if the violation of these commitments causes losses to the company or shareholders, the company/I am willing to bear corresponding legal responsibilities in accordance with the law;
The company/I promise that from the date of issuance to the completion of the company's issuance of stocks to specific objects through simplified procedures, if securities regulatory agencies such as the China Securities Regulatory Commission or the Shanghai Stock Exchange make other new regulatory provisions on supplementary return measures and commitments, and the above commitments cannot meet the regulatory agencies Jiangsu Aidi Pharmaceutical Group Co., Ltd.'s 2026 A-share issuance plan to specific objects through simplified procedures and other regulations, the company/I promise to issue supplementary commitments in accordance with the latest regulations of the regulatory agencies. "This is hereby announced.

Board of Directors of Jiangsu Aidi Pharmaceutical Group Co., Ltd.

January 13, 2026