Announcement from China Cell on the 2025 Profit Distribution Plan
Securities code: 688520 Securities abbreviation: China Cell Announcement Number: 2026-019
Beijing Shenzhou Cell Biotechnology Group Co., Ltd.
Announcement on the 2025 Profit Distribution Plan
The company's board of directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents in accordance with the law.
Important content reminder:
Beijing China Cell Biotechnology Group Co., Ltd. (hereinafter referred to as the "Company") has a negative cumulative undistributed profit as of December 31, 2025. According to the "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends by Listed Companies" and the "Articles of Association" and other regulations, it is planned not to distribute cash dividends in 2025, nor to convert capital reserves into share capital or other forms of distribution.
The plan not to distribute profits this time still needs to be submitted to the company’s 2025 annual shareholders’ meeting for review.
1. Contents of profit distribution plan
According to the audit by ShineWing Accounting Firm (Special General Partnership), as of December 31, 2025, the cumulative undistributed profits in the company's consolidated statements were -4,405,548,261.19 yuan, and the cumulative undistributed profits in the parent company's statements were -469,482,571.21 yuan, both of which were negative values and did not meet the cash dividend conditions stipulated in the "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends by Listed Companies" and the "Articles of Association". As reviewed and approved at the seventh meeting of the company's third board of directors, the company plans not to distribute cash dividends in 2025, nor to convert capital reserve funds into share capital or make other forms of distributions.
The plan not to distribute profits this time still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
2. Explanation of no profit distribution this year
In view of the fact that the cumulative undistributed profits in the company's parent company's statements and the cumulative undistributed profits in the consolidated statements in 2025 are both negative, according to the "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends by Listed Companies", the Articles of Association and other relevant regulations, the company does not meet the conditions for cash dividends in 2025. The company plans not to distribute cash dividends in 2025, nor to convert capital reserves into share capital or make other forms of distributions.
3. Decision-making procedures implemented by the company
The company held the seventh meeting of the third board of directors on April 22, 2026, and reviewed and approved the "Proposal on the Company's Profit Distribution Plan for 2025". The board of directors believes that the company's plan not to distribute profits in 2025 complies with the "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends for Listed Companies", the "Articles of Association" and other relevant provisions, and does not harm the rights and interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, the company's board of directors agreed not to distribute cash dividends, convert capital reserves into share capital, or make other forms of distribution in 2025, and agreed to submit the proposal to the company's 2025 annual shareholders' meeting for review.
4. Related risk warnings
This profit distribution plan still needs to be submitted to the company's 2025 annual shareholders' meeting for review. Investors are advised to pay attention to investment risks.
Announcement is hereby made.
Board of Directors of Beijing Shenzhou Cell Biotechnology Group Co., Ltd.
April 23, 2026