/Tuoxin Pharmaceutical: Zhongtai Securities Co., Ltd.’s listing sponsorship letter (application draft) regarding Tuoxin Pharmaceutical Group Co., Ltd.’s issuance of stocks to specific targets in 2026

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Tuoxin Pharmaceutical: Zhongtai Securities Co., Ltd.’s listing sponsorship letter (application draft) regarding Tuoxin Pharmaceutical Group Co., Ltd.’s issuance of stocks to specific targets in 2026

Shenzhen Stock Exchange

2026/09/09

About Zhongtai Securities Co., Ltd.

Tuoxin Pharmaceutical Group Co., Ltd. will issue shares to specific targets in 2026

Listing Sponsor Letter

(application draft)

Sponsor (lead underwriter)

(Building 3, District 5, Hanyu Financial Business Center, No. 7000 Jingshi Road, High-tech Zone, Jinan City)

September 2026

Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

Statement of the sponsoring institution and sponsoring representative

Zhongtai Securities Co., Ltd. (hereinafter referred to as "Zhongtai Securities" or the "sponsor") accepted the entrustment of Tuoxin Pharmaceutical Group Co., Ltd. (hereinafter referred to as "Tuoxin Pharmaceutical", the "Company" or the "Issuer") to serve as the sponsor for the issuance of stocks to specific objects, and designated Li Zhibin and Xu Baiqing as the sponsor representatives for this sponsorship work.

This sponsor agency and its sponsor representatives issue this listing sponsorship letter in strict accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Administration of Securities Issuance and Registration of Listed Companies, the Measures for the Administration of the Sponsorship Business of Securities Issuance and Listing, and the relevant provisions of the China Securities Regulatory Commission. They issue this listing sponsorship letter in strict accordance with the business rules, industry practice standards and ethics formulated in accordance with the law, and guarantee the authenticity, accuracy and completeness of the documents issued.

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

1. Introduction to the issuer’s basic information

(1) Basic information of the issuer

Company Chinese name Tuoxin Pharmaceutical Group Co., Ltd.

Company English name TuoxinPharmaceuticalGroupCo.,Ltd.

Stock abbreviation: Tuoxin Pharmaceutical

Stock code 301089.SZ

Date of establishment of the joint-stock company: March 1, 2012

Launch date: October 27, 2021

Registered address: No. 515, Kelong Avenue, High-tech Zone, Xinxiang City, Henan Province

Legal representative Yang Xining

Registered capital 126.5445 million yuan

Phone 0373-6351918

Internet address www.tuoxinpharm.com

Email [email protected]

Unified social credit code 91410000731329432N

Licensed projects: food additive production; pharmaceutical production; drug import and export (projects that are subject to approval according to law can only be carried out with the approval of relevant departments. Specific business projects are subject to the approval documents or licenses of relevant departments). General projects: chemical product production (excluding licensed chemical products); basic chemical raw material manufacturing (excluding hazardous chemicals and other licensed chemicals); manufacturing of special chemical products (excluding hazardous chemical business scope) products); technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; sales of chemical products (excluding licensed chemical products); sales of special chemical products (excluding hazardous chemicals); import and export of goods; import and export of technology; leasing of non-residential real estate; leasing of machinery and equipment; business management; business management consulting; engaging in investment activities with own funds (except for projects that require approval according to law, operating activities can be carried out independently with a business license in accordance with the law)

(2) The issuer’s main business

The company is a scientific and technological innovation enterprise integrating chemical synthesis and biological fermentation technology. It is mainly engaged in the research, development, production and sales of nucleoside (acid) APIs and pharmaceutical intermediates. It has strong strength in the development and production of domestic nucleoside (acid) APIs and pharmaceutical intermediates. In the field of domestic nucleoside (acid) APIs and pharmaceutical intermediates, the company has the advantages of early start, large scale, and complete varieties, and has formed a relatively complete product chain from basic products to high-end products.

On the basis of consolidating the business of nucleoside (acid) raw materials and pharmaceutical intermediates, relying on the deep cultivation of nucleoside (acid)

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

With R&D and industrialization capabilities formed over more than 20 years in the field, the company complies with industry and industrial development trends and actively

Expand into the fields of functional food raw materials, non-nucleoside specialty APIs, and intermediate CMO/CDMO, and break through

It has broken the bottleneck of traditional business development and gradually formed a business development model of "solid core business and coordinated development of multiple sectors".

Show a new pattern.

(3) The issuer’s core technology and R&D level

The issuer’s core technology

After more than 20 years of development, the company has formed two core technologies: chemical synthesis and biological synthesis.

Based on core technologies, the company has established a chemical synthesis technology platform, a continuous flow catalysis technology platform, a synthetic

Biological technology platform, microbial fermentation technology platform and drug analysis technology platform have formed a mature and complete

We have a sound product R&D system and a number of core products and products under development with high market competitiveness, serving the company well.

It provides a solid foundation for the company's sustained, rapid and healthy development. The company will continue to increase investment in R&D and strengthen

R&D capabilities ensure that the company's technology always remains advanced and competitive. Core technologies used in the company’s core products

The technology is mainly based on independent research and development, and at the same time, it promotes technological diversification and innovation and upgrading through cooperative research and development with third-party institutions.

level.

Technology Platform Technology Platform Overview Technology Platform Advantages

(1) Master the core technology of selective phosphorylation, which can prepare high-purity single-substituted 5'-phosphorylated nuclei through precise control of regional selectivity.

Glycolic acid and its analogues, product purity and yield are at the advanced level in the industry, focusing on the research and development of chemical synthesis APIs and pharmaceutical intermediates;

development, process optimization and large-scale production. (2) Master the core technology of highly selective fluorination to stably synthesize 5-fluorocytosine, 5-fluorouracil, 2'-fluorouracil, 2'-fluoro-uridine, 2-fluoro- vidarabine, etc., which have long process chains, multiple reaction steps, high process control accuracy and other fluorinated compounds, and have strong process adaptability; development and industrialization are technology-intensive refined system engineering;

(3) Master the core technology of 2'-hydroxyl configuration inversion, which can achieve accurate and stable control of key process parameters such as adenosine, cytarabine, uridine arabinoside, guanosine arabinosine and other arabinosaccharides; and efficient synthesis of over-the-counter compounds from pilot scale to large-scale mass production;

Technology platform During the process, the control level of each process link will have a direct and significant impact on product quality, (4) high-efficiency structural yields and production costs of five-membered and six-membered nitrogen-containing heterocyclic compounds; at the same time, the production and construction capabilities can quickly complete the process development of related compounds and wastewater, waste gas, solid waste and other pollutants generated in the industrial process need to be strictly implemented;

Comply with environmental protection regulatory requirements to achieve compliant disposal. Based on the above-mentioned industries (5) with the characteristics of efficient stereoselective synthesis of C-N bonded compounds, the platform has established a standardized management and control system covering R&D, production, warehousing, and environmental protection, which can accurately construct glycosidic bonds, ensure the chiral purity of the product and stabilize the entire process, and ensure the legitimacy of the entire production cycle;

Standard and stable operation. (6) Have mature process amplification industrialization capabilities and rich practical experience in synthetic amplification, and can quickly realize the smooth transformation of laboratory small-scale processes into large-scale mass production;

(7) Have a professional chemical synthesis technology team and core members

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

Technology Platform Technology Platform Overview Technology Platform Advantages

Covering all technical aspects such as drug synthesis, separation and purification, and drug analysis,

Have profound R&D accumulation and industrialization practical experience.

Relying on the specific functions and traits of microorganisms, the platform has modernized (1) mature strain selection capabilities, rich traditional engineering technology and special production equipment, and experience in anaerobic fermentation, aerobic mutation breeding and molecular biology breeding, and can quickly screen and cultivate microbial fermentation, solid/liquid fermentation, batch/continuous/fed-batch fermentation, and breed high-yield and stable strains with industrial value;

Fermentation technology equals multi-mode flexible production, and the core technology covers microbial strains (2) It has complete fermentation process amplification and process control capabilities. Taiwan selection, fermentation process development and optimization, industrial amplification, and extraction can efficiently realize the entire process of stable purification process development from laboratory fermentation process to large-scale mass production, and provide full-chain technical support for the company's biosynthetic product transformation, ensuring the stability of the fermentation process, product yield, and batch-one R&D and production. Consistency.

The platform is the company’s core technology platform for green chemistry, focusing on continuous flow

R&D and industrial application of chemical synthesis technology. Continuous flow technology (1) It has a complete hardware supporting system, equipped with H-FLOW, which belongs to the cutting-edge technology direction in the field of green chemistry and process engineering. It has an automatic hydrogenation reactor, a kilogram-scale integrated silicon carbide reactor, and a full companion to complete the chemical reaction through a continuous flow system. Compared with the traditional batch thermal DP series double plunger high-pressure constant flow infusion pump, fully automatic feeding and calibrating continuous flow catalyst

The secondary reaction process can realize flexible control of production capacity, with large-scale quasi-system, fully automatic back-pressure valve and other special equipment, and has a complete fluidization technology platform.

Reduce raw material and energy consumption; develop and industrialize the chemical process through millisecond analysis of reaction conditions;

Taiwan

Level-level precise control can significantly reduce the generation of by-products and reduce environmental protection. (2) The process has the core advantages of being green, low-carbon, and intrinsically safe, and reduces disposal pressure; at the same time, it can significantly reduce the online storage of hazardous chemicals. It achieves pollution reduction and safety risk control from the source, meets global medical volume and storage needs, and significantly improves the intrinsic safety of the production process. The development trend of green chemistry in the hydropharmaceutical industry.

flat.

The platform is the company's cutting-edge interdisciplinary technology platform, integrating biological

(1) Have customized development capabilities, and can be based on product demand orientation, engineering, molecular biology, bioinformatics and other fields

Design biosynthetic pathways to achieve precise and efficient synthesis of target products. The core technology system covers enzyme engineering technology and molecular biotechnology.

become;

Two major modules. Among them, enzyme engineering technology uses enzyme-directed editing,

(2) The catalytic reaction has high specificity, high selectivity, reaction strip protein modification, expression optimization and immobilization technology to improve the performance of the enzyme.

The core characteristics of synthetic biological components are mild, which can ensure catalytic efficiency, stability and reusability on the premise of high reaction selectivity, and is suitable for a variety of applications.

Under the scientific and technological level, it can significantly reduce the by-product generation rate, improve product purity, and industrial application scenarios; molecular biotechnology has strain culture screening

Taiwan Reduce production costs and environmental disposal pressure;

selection, gene editing, cloning and efficient expression capabilities, through metabolism

(3) Have a professional interdisciplinary technical team, the core members of which cover engineering regulation and optimization of cell metabolism pathways, and directional improvement of target products

Cover the synthesis efficiency of biology, bioengineering, microbiology, pharmacy and other majors, reduce the generation of by-products, and ensure the direction of laboratory research and development.

field, comprehensively covering all technical aspects of biosynthesis, can quickly respond to the smooth transition of industrial production, and help the company's green chemistry and sustainable development

And solve various technical problems in the R&D and production process.

The continuous production model is implemented.

(1) Have a complete hardware supporting system and equipped with high-efficiency liquid chromatography

Spectrometer (HPLC), gas chromatograph (GC), and gas chromatography-platform provide professional pharmaceutical mass spectrometer (GC-MS), liquid chromatography-mass spectrometer and chemical analysis technology support for the company's entire product line and the entire research and development cycle. It is equipped with a variety of internationally advanced analytical detection (LC-MS), Advanced analytical equipment such as rod mass spectrometer and ion chromatograph can provide comprehensive drug analysis

Pharmaceutical research throughout the entire life cycle of drug development, production, and post-marketing to meet the analysis and testing needs of various drugs;

Technology platform

Analytical needs, the core functions cover four major modules: analytical method development (2) We have an experienced professional technical team with nearly a hundred people, including team size development and methodological verification, analytical method and quality standard establishment, and sample testing. The core backbone has more than ten years of drug analysis, quality research product testing, and stability research. With deep experience in the research field and rich project practical experience, he can provide a solid guarantee for the company's quality control and analysis and testing work throughout the entire process of drug development and production.

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

The issuer’s R&D investment

The company always regards technology research and development as the core of business development, attaches great importance to technology development and innovation, and increases investment in research and development year by year to ensure the continuous improvement of the company's technology research and development strength. During the reporting period, the company’s R&D expenses and their proportion to operating income were as follows:

Unit: 10,000 yuan

Project January to June 2026 2025 2024 2023 R&D expenses 2,107.02 4,267.79 4,004.68 5,124.95 Operating income 21,130.37 37,834.36 42,169.41 83,551.00 Proportion of operating income 9.97% 11.28% 9.50% 6.13%

R&D organization setup and R&D team situation

(1) Setting up of R&D institutions

The company's product research and development work is mainly undertaken by the subsidiary Industrial Research Institute and the Pharmaceutical Research Institute. The organizational structure of the Industrial Research Institute and the Pharmaceutical Research Institute is as follows:

①Industrial Research Institute

Industrial Research Institute

Chemistry Department Biology Department Quality Department

Biochemical enzymes

Zi Wu studies Yes Yes Yes Yes Yes Work

production extension machine machine machine process

Ferment Analysis One Two Three Four Five Six Grind

research research room room room room research

research room

room room room

②Pharmaceutical Research Institute

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

Pharmaceutical Research Institute

Analysis Center API Department Preparation Department Quality Management Department Registration Affairs Department

The main responsibilities of the Industrial Research Institute and the Pharmaceutical Research Institute are as follows:

Department Main Responsibilities

Responsible for the research, development, pilot testing of new products and conducting review, verification, confirmation, identification, etc. as planned; Responsible for pilot experimental research, verification and confirmation; Responsible for the comprehensive management of the company's production technology, including technical analysis and industrial research institutes

Process transformation; responsible for preparing documents related to production process technology; responsible for organizing the company's technology transfer; responsible for organizing the company's technical training and assisting the production department to complete technical improvements

Register and apply for developed drugs (APIs) in accordance with the national "Drug Administration Law", "Drug Registration Management Measures" and other relevant laws and regulations; understand the national drug administration regulations, drug registration policies and the latest drug development trends, be responsible for contacting the drug administration department, drug registration department, drug testing institutions, CDE, and track the reported products to the Institute of Pharmaceutical Injection Register progress and keep abreast of registration information in a timely manner; search for product characteristics, market information, registration application information and other materials for the drugs to be developed by the company; manage the "Drug Production License" of the company and its subsidiaries, and complete the application for license changes, additions, renewals, etc. as required by the company; cooperate with relevant departments of the company and accept on-site inspections by the National Bureau; manage the CDE original and auxiliary package platform and upload annual reports as required

(2) R&D team situation

The company has established a R&D team led by professor-level senior engineers and composed of talents of all levels. The majors cover organic chemistry, chemical engineering and technology, bioengineering, microbiology, physical chemistry, analytical chemistry and other professional disciplines. It has rich experience in the development of nucleoside (acid) products, is highly technical and highly professional, and provides strong technical support for the company's chemical synthesis and biological fermentation technology development.

As of June 30, 2026, the company has a total of 290 R&D personnel. The personnel educational structure is as follows:

Educational qualifications Number of people Proportion

Master's degree and above 46 15.86%

Undergraduate 181 62.41%

College degree and below 63 21.72%

(4) Main financial data and financial indicators of the issuer

ShineWing's consolidated and parent company balance sheets of the company as of December 31, 2023, December 31, 2024, and December 31, 2025, and the consolidated balance sheets of 2023, 2024, and 2025

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

and the parent company’s income statement, consolidated and parent company cash flow statements, consolidated and parent company statements of changes in shareholders’ equity, and notes to the financial statements were audited, and the “2023 Annual Audit Report” (XYZH/2024ZZAA1B0242), “2024 Annual Audit Report” (XYZH/2025ZZAA1B0230) and “2025 Annual Audit Report” were issued respectively. Annual Audit Report" (XYZH/2026ZZAA1B0068) standard unqualified audit report. The company's financial data from January to June 2026 are unaudited.

Main data of the consolidated balance sheet

Unit: RMB 10,000 June 30, 2026 December 31, 2025 December 31, 2024 December 31, 2023 Project

day day day day

Total assets 163,231.23 166,529.64 175,824.39 183,899.46 Total liabilities 17,398.82 18,111.97 20,572.39 23,572.27 Shares attributable to the parent company

145,832.41 148,417.67 155,252.01 160,327.19 East Equity

Shareholders’ equity 145,832.41 148,417.67 155,252.01 160,327.19

Main data of the consolidated income statement

Unit: 10,000 yuan

Project January to June 2026 2025 2024 2023 operating income 21,130.37 37,834.36 42,169.41 83,551.00Operating profit -2,867.30 -7,175.75 -2,371.82 32,168.39Total profit -2,867.93 -7,238.54 -2,773.25 31,653.34Net profit attributable to owners of the parent company -2,796.08 -6,966.10 -1,988.49 24,307.27 Attributable to owners of listed companies, net of non-recurring items

-3,067.64 -7,893.81 -2,725.54 23,197.02Net profit after profit and loss

Main data of the consolidated cash flow statement

Unit: 10,000 yuan

Project January to June 2026 2025 2024 Net cash flow from operating activities in 2023 -455.15 -2,618.69 10,266.87 2,695.34 Net cash flow from investing activities -3,249.60 9,554.06 -13,987.61 -12,860.76 Net cash flow generated from financing activities 9.18 -121.00 -3,257.29 -6,907.23 Exchange rate changes on cash and cash equivalents

-52.12 -28.79 82.88 11.14 impact

Net increase in cash and cash equivalents -3,747.69 6,785.58 -6,895.15 -17,061.52

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

Main financial indicators

January-June 2026 2025 2024 2023 Financial Indicators

/2026.6.30 /2025.12.31 /2024.12.31 /2023.12.31 Current ratio (times) 3.97 4.01 4.10 4.23

Quick ratio (times) 2.50 2.55 2.85 2.95

Asset-liability ratio (parent company) 4.54% 5.11% 7.28% 9.58%

Asset-liability ratio (consolidated) 10.66% 10.88% 11.70% 12.82%

Interest coverage ratio Not applicable Not applicable Not applicable Not applicable

Accounts receivable turnover rate (times/year) 7.15 5.52 3.66 8.63

Inventory turnover rate (times/year) 1.76 1.55 1.54 1.58 Attributed to owners of listed companies

-2,796.08 -6,966.10 -1,988.49 Net profit of 24,307.27 (10,000 yuan)

Attributable to listed company owners

Net profit after deducting non-recurring gains and losses -3,067.64 -7,893.81 -2,725.54 23,197.02 (10,000 yuan)

Basic earnings per share (yuan) -0.22 -0.55 -0.16 1.93

Diluted earnings per share (yuan) -0.22 -0.55 -0.16 1.93

Gross profit margin 19.45% 26.38% 29.87% 57.88%

Weighted average return on equity -1.90% -4.59% -1.26% 16.35% Note 1: The calculation method of the above financial indicators is as follows:

(1) Current ratio = current assets/current liabilities

(2) Quick assets = current assets − inventories − prepayments − non-current assets due within one year − other current assets

(3) Asset-liability ratio (parent company) = (total liabilities of the parent company/total assets of the parent company) × 100%

(4) Asset-liability ratio (consolidated) = (Total consolidated liabilities of the company/Total consolidated assets of the company) × 100%

(5) Interest coverage ratio = (total profit + interest expense) / interest expense

(6) Accounts receivable turnover rate = operating income/average balance of accounts receivable

(7) Inventory turnover rate = operating cost/average inventory balance

(8) Basic earnings per share = P0÷S

S=S0＋S1+Si×Mi÷M0–Sj×Mj÷M0-Sk

Among them: P0 is the net profit attributable to the company's common shareholders and the net profit attributable to the company's common shareholders after deducting non-recurring gains and losses; S is the weighted average number of common shares outstanding; S0 is the total number of shares at the beginning; S1 is the number of shares increased during the reporting period due to the conversion of public reserve funds to share capital or stock dividend distribution; S i is the number of shares increased due to the issuance of new shares or debt-for-equity swaps during the reporting period; Sj is the number of shares reduced due to repurchase during the reporting period; Sk is the number of shares reduced during the reporting period; M0 is the number of months in the reporting period; Mi is the cumulative number of months from the month after the increase in shares to the end of the reporting period; Mj is the cumulative number of months from the month after the share reduction to the end of the reporting period. (9) Diluted earnings per share = P/(S0+S1+Si×Mi÷M0-Sj×Mj÷M0—Sk+weighted average number of common shares increased by warrants, share options, convertible bonds, etc.)

Among them, P is the net profit attributable to the company's ordinary shareholders.

(10) Weighted average return on equity = P0/(E0＋NP÷2＋Ei×Mi÷M0-Ej×Mj÷M0±Ek×Mk÷M0) Note 2: The company has no interest-bearing liabilities and does not need to pay interest. The interest coverage ratio does not apply.

Return on net assets and earnings per share

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

According to the China Securities Regulatory Commission's "Information Disclosure and Preparation Rules for Publicly Offering Securities Companies No. 9 - Calculation and Disclosure of Return on Net Assets and Earnings per Share (Revised in 2010)", the calculation of the company's return on net assets and earnings per share during the reporting period is as follows:

Weighted average net assets Earnings per share (yuan)

Profit during the reporting period

Yield (%) Basic earnings per share Diluted earnings per share

2023 16.35% 1.93 1.93 Net profit attributable to the company's common shareholders 2024 -1.26% -0.16 -0.16 shareholders 2025 -4.59% -0.55 -0.55 January to June 2026 -1.90% -0.22 -0.22

2023 15.60% 1.84 1.84 excluding non-recurring losses

Net profit attributable to the company after earnings in 2024 -1.73% -0.22 -0.22 ordinary shareholders 2025 -5.20% -0.62 -0.62

January to June 2026 -2.09% -0.24 -0.24

(5) Main risks of the issuer

Risks related to the industry

(1) Risks of macroeconomic cycle fluctuations

The API, pharmaceutical intermediates and functional food raw material industries in which the company operates have a strong correlation with the macro-economy. The company and even the entire industry are relatively sensitive to macro-economic changes. If there are adverse changes or adjustments in the international and domestic macro-economic situation, as well as national fiscal policies, trade policies and other macro-policies, or the national economy slows down or declines, it will lead to a decline or decline in the growth rate of downstream demand in the industry, which will in turn affect the company's profitability and financial status.

(2) Market competition risk

The company is mainly engaged in the research and development, production and sales of nucleoside (acid) APIs and pharmaceutical intermediates. On the basis of consolidating the business of nucleoside (acid) APIs and pharmaceutical intermediates, it is actively expanding into the fields of functional food raw materials, non-nucleoside specialty APIs, and intermediate CMO/CDMO. In recent years, the reform of the national health system has been continuously promoted and deepened, and policies in the medical industry have been frequently introduced. The "Three Medical Linkage" policy is being advanced in depth, and the industry is facing multi-dimensional policy environment changes such as tightening quality supervision, normalization of centralized procurement, and reform of medical insurance payment methods. The market structure is being reshaped at an accelerated pace, industry competition is intensifying, and profit margins are being squeezed. In addition, in recent years, developing countries represented by India have

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

With the support of capital and technology, similar companies from home and abroad are constantly pouring into the market, posing competitive pressure on domestic companies in terms of production costs and product prices, and the market competition is becoming increasingly fierce. If the company's products fail to continuously innovate in technology and ensure competitive advantages in terms of yield, impurity content and cost, they will face greater competitive pressure, which will have an adverse impact on the company's production and operations.

(3) Risks of industry policy changes

The chemical raw materials and pharmaceutical intermediates industry in which the company operates is strictly supervised by a series of policies and regulations such as drug supervision, environmental protection, production safety, industrial access, import and export, and taxation. If there are major adjustments to national and local policies regarding drug registration and approval, Good Manufacturing Practice (GMP), environmental emission standards, safety production requirements, food additive supervision, dual energy consumption control, medical insurance procurement, API pricing and export control in the future, or industry regulatory standards continue to become stricter, it may cause companies to increase compliance investment, upgrade production lines, extend product registration and certification cycles, increase operating costs, and even some products cannot continue to meet the latest regulatory requirements. The above situation may have an adverse impact on the company's promotion of products under development, sales of in-process products, implementation of new production capacity and continued operating capabilities.

Risks related to the issuer

(1) Business risks

①Product risk

A. Main product price fluctuation risk

The company's current main products include APIs, pharmaceutical intermediates, and functional food raw materials. APIs and pharmaceutical intermediates are ultimately mainly used in the production of chemical generic drugs, and functional food raw materials are mainly used in the production of functional foods such as dietary supplements and nutritionally fortified foods. The company's product prices are mainly affected by market competition, downstream customer demand, industry production technology iterations, etc. As competition in the industry intensifies in the future, competitors may adopt low-price strategies to seize market share, and the company's product prices may be adversely affected; in addition, when the supply and demand relationship between downstream customers and the company changes in the future, the company may adopt price reduction sales strategies to maintain long-term cooperative relationships with customers. As a result, the company faces the risk of falling product prices.

B. Risk of declining gross profit margin

In each period of the reporting period, the company's gross profit margin was 57.88%, 29.87%, 26.38% and 19.45% respectively, as shown below

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

Downtrend. The gross profit margin in 2023 is significantly higher than that in 2024 and 2025. This is mainly due to the impact of public health events. The company's high-gross-margin anti-viral API product Azivudine has been sold in stages, which has greatly increased the company's overall gross profit rate. As the impact of public health events has gradually been eliminated, the high-gross-profit anti-viral API product Azivudine will no longer be sold starting in 2024, resulting in a significant decline in the overall gross profit margin level compared with 2023; 2025 compared with 2024 The slight decrease in the year was mainly due to the decrease in the sales price of some products and the decrease in revenue from high-gross profit API products, which in turn lowered the company's overall gross profit rate; the decrease in gross profit margin from January to June 2026 was mainly due to the decrease in the sales price of some products due to intensified market competition, as well as the increase in depreciation and amortization and production costs caused by the ramp-up of previously raised project capacity.

The company has taken proactive measures to stabilize product profitability, including expanding intermediate CMO/CDMO and functional food raw material businesses, optimizing product structure, and strengthening cost control. However, if the supply and demand pattern of the industry changes in the future, market competition further intensifies, combined with factors such as downward prices of major products, a decrease in the revenue share of high-margin products, and increases in raw materials, labor and manufacturing costs, the company's gross profit margin may still decline further, which may have a certain impact on operating results.

C. Product substitution risk

The downstream drug application fields of the company's main products cover the fields of anti-viral, anti-tumor and nervous system drugs. Some major drugs have an important position in their application fields and occupy a large market share. However, it cannot be ruled out that with the passage of time and the accumulation of drug dosage, new adverse reactions will emerge, which will have an adverse impact on their application and sales, and in turn have an adverse impact on the company's related products. At the same time, with the development of modern medicine and the advancement of chemistry and biotechnology, treatments for related diseases and new alternative drugs may emerge and achieve major breakthroughs, which may have a major impact on existing drugs.

At the same time, with the continuous advancement of technology, the technical level and production process of APIs or pharmaceutical intermediates may change. If the company's product process route is not competitive and the company is unable to regain the competitive advantage of the product through R&D investment, there is a risk that the product will be replaced due to technological progress.

②Risk of raw material price fluctuations

The raw materials required for the production of the company's main products are mainly basic chemical raw materials. Their prices are affected by multiple factors such as commodity market cycles, energy price fluctuations, environmental protection regulatory policies, market supply and demand, etc., and there are certain cyclical fluctuation characteristics. In each reporting period, the company’s direct material costs accounted for the proportion of the main business costs of the current period.

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

The cases are 61.41%, 58.01%, 53.61% and 57.79% respectively, accounting for relatively high proportions. Although the purchase price of the company's main raw materials showed an overall downward trend during the reporting period, if the price of upstream raw materials rises significantly in the future, it will directly push up the production costs of the company and other companies in the industry. If the company cannot effectively hedge against the adverse effects of rising raw material prices by continuously optimizing production processes and transmitting cost pressures downstream, the company will face the risk of declining profitability, which will have an adverse impact on the company's production operations and financial status. ③Customer churn risk

During the reporting period, the company's products were sold to more than 20 countries and regions at home and abroad, gradually covering many domestic and foreign APIs, preparations and functional food production or trading companies. It has established long-term cooperative relationships with well-known domestic and foreign companies such as Sinopharm International Pharmaceutical Technology (Beijing) Co., Ltd., Qilu Pharmaceutical Co., Ltd., Chenxin Pharmaceutical Co., Ltd., China Resources Shuanghe Limin Pharmaceutical (Jinan) Co., Ltd., Kyowa Hakko Baio K.K (Kyowa Hakko Biochemical Co., Ltd.). In each period of the reporting period, the sales revenue from the company's top five customers accounted for 63.58%, 27.97%, 30.34% and 29.69% of the current main business revenue respectively. Maintaining a good cooperative relationship between a company and its customers requires strong R&D capabilities, stable product delivery capabilities and high-quality customer service capabilities. Maintaining and improving the above capabilities requires the company to continuously optimize and improve in management, research and development, production, sales and other aspects. If the company cannot continue to optimize and improve in the above aspects in the future to continuously meet the needs of customers, the company will face the risk of losing customers.

④Environmental protection and production safety risks

The company's production process will produce waste water, waste gas, solid waste and other pollutants. The production process involves high temperature, high pressure and other processes, and it is an industry with strong supervision of environmental protection and production safety. As the country's "dual carbon" strategy continues to advance, environmental protection and production safety supervision continue to strengthen. If relevant environmental protection and safety standards are further improved in the future, the company will face continued pressure to increase investment in environmental protection and safety production. At the same time, if the company encounters environmental violations or safety production accidents in the production and operation process, it may face penalties such as suspension of production and rectification, fines, and revocation of relevant qualifications, which will have a significant adverse impact on the company's production and operation, brand reputation, and financial status.

⑤Overseas market risks

During the reporting period, the company's overseas sales revenue accounted for 10.04%, 22.93%, 23.84% and 34.06% of its main business revenue respectively. Overseas sales countries and regions mainly include India, Indonesia, Japan, the European Union, etc. In addition to direct sales to the Indian market, the company's products are also indirectly sold to India through domestic and foreign traders.

3-3-13

Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

market, the Indian market is the main overseas sales market for some of the company's products. India is the world's largest producer and supplier of generic drugs. However, due to the impact of its industrial development foundation and international division of labor, more than 70% of the raw materials and pharmaceutical intermediates required for drug production in India are imported from China.

If major adverse changes occur in the future in drug registration policies, import supervision requirements, trade tariff policies, anti-dumping and countervailing investigations, foreign exchange controls, geopolitics and international relations in major overseas markets such as India, or if the local supply capacity of local APIs increases and the market competition intensifies, it may lead to a reduction in the company's overseas orders, blocked exports, delays in payment reimbursement or an increase in settlement costs, which will in turn have an adverse impact on the company's overseas business development, operating income and operating performance.

(2) Financial risk

①Risk of performance decline in the latest period

From January to June 2026, the company achieved operating income of 211.3037 million yuan, an increase of 16.16% over the same period last year; the net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses was -30.6764 million yuan, a decrease of 8.4688 million yuan, or 38.13%, from the same period last year. The company's recent performance decline was mainly due to adverse factors such as increased depreciation and amortization and rising production costs caused by the increase in depreciation and amortization and rising production costs caused by the increase in depreciation and amortization caused by the ramp-up of the production capacity of the previous investment project due to the decline in gross profit margin of major products such as pharmaceutical intermediates and functional food raw materials.

If the macroeconomic situation experiences major fluctuations in the future, industry competition intensifies, market development is less than expected, technology research and development is blocked and fails to be implemented, strategic transformation progress is less than expected, and new business cultivation cycles are too long, the adverse effects of operating performance fluctuations cannot be mitigated, which may lead to the risk that the company's future operating performance will continue to decline.

②The risk of revenue decline and consecutive losses in the last two years

During the reporting period, the company's operating income was 835.51 million yuan, 421.6941 million yuan, 378.3436 million yuan and 211.3037 million yuan respectively. The operating income from 2023 to 2025 showed a downward trend. The main reasons are: (1) Affected by the public health event, the company's antiviral APIs Azivudine and Ribavirin achieved phased sales in 2023. As the impact of the public health event gradually disappeared, the revenue scale of the corresponding products decreased significantly from the first quarter of 2023; (2) 2025 will decline compared with 2024, mainly due to the decline in market demand for the traditional antiviral API product Ribavirin and the decline in sales or sales prices of some pharmaceutical intermediates.

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

In each reporting period, the issuer's net profits attributable to shareholders of listed companies were RMB 243.0727 million, RMB -19.8849 million, RMB -69.6610 million, and RMB -27.9608 million respectively, with continuous losses in the last two years. The main reasons are: (1) The decline in operating income has led to a decline in the company's profitability; (2) The company's provision for bad debts on accounts receivable has increased and the provision for inventory depreciation has increased; (3) The intensified market competition has led to a certain decline in the gross profit margin of major products such as pharmaceutical intermediates and functional food raw materials, the revenue and gross profit margin of some API products have declined, and the increase in depreciation and amortization and production costs have resulted from the ramp-up in the production capacity of previously raised projects.

The company's operating performance is highly correlated with changes in industry supply and demand patterns and downstream market demand. If there are subsequent adverse changes in external factors such as the industry market environment and market competition pattern, the company's operating performance is at risk of further decline.

③Risk of inventory price decline

At the end of each reporting period, the book value of the company's inventory was 204.1108 million yuan, 178.8826 million yuan, 181.6118 million yuan and 204.8444 million yuan respectively, accounting for 24.83%, 26.42%, 31.05% and 36.86% of the current assets at the end of each period, which was relatively high. The company adopts the production model of "production based on sales + reasonable inventory", and arranges production and stocking based on customers' actual order volume and customer forecast purchase volume.

Although the company has prudently made provision for inventory depreciation in accordance with relevant accounting regulations, the market supply and demand for raw materials and intermediates and downstream customer demand are prone to fluctuations, and industry competition is relatively sufficient. If there are major changes in subsequent market demand, product prices and customer purchasing plans, or if product technology updates and substitutions occur, some inventory may be unsaleable and prices may decline, and there may be risks of further inventory impairment and reduced turnover efficiency, which may have a certain adverse impact on the company's asset status, cash flow and operating results.

④Risk of adverse changes in preferential tax policies

During the reporting period, the issuer and some of its subsidiaries enjoyed a number of preferential tax policies, including preferential income tax policies for high-tech enterprises, additional VAT credits for advanced manufacturing industries, income tax reductions and exemptions for small and micro enterprises, and VAT exemptions, offsets, and refunds for exported goods. If the national preferential tax policies change in the future, or the company fails to continue to enjoy the corresponding preferential tax policies, the company's overall tax burden will increase, which will have a certain adverse impact on operating performance and profitability.

(3)Technical risks

①Risk of late development of new products

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

The company is a scientific and technological innovation enterprise that integrates chemical synthesis and biological fermentation technology and is mainly engaged in the research, development, production and sales of nucleoside (acid) APIs and pharmaceutical intermediates. In recent years, on the basis of consolidating the business of nucleoside (acid) APIs and pharmaceutical intermediates, the company has steadily expanded the three major business areas of functional food raw materials, non-nucleoside specialty APIs, and intermediate CMO/CDMO, gradually forming a business development pattern of "solid core business and coordinated development of multiple sectors". The company's long-term competitiveness depends on its ability to continuously develop and introduce new products to the market while maintaining its existing products. New product research and development requires the company's management to have keen market insight and be able to make timely decisions on whether and when to conduct new product research and development and promote the implementation of relevant departments. If the company cannot grasp the development trends of the API, pharmaceutical intermediates and functional food raw material industries and conduct timely research and development of new products, it may have an adverse impact on the company's production and operations.

②Risk of failure in new product development

The company's new product research and development needs to go through multiple links such as small trials, pilot trials, and large-scale production. Failure in any link in the middle may lead to the failure of product development. At the same time, during the product research and development process, the company needs to always pay attention to the situation of similar products on the market. If similar products on the market have more advantages than the products being developed by the company in terms of process, cost or environmental impact, the research and development of the company's related products may be forced to terminate.

In addition, for API products, the research and development process is more complicated because their production and sales require approval from the drug regulatory authorities. After completing internal research and development, API products need to apply to the drug regulatory department for review and filing. They can be produced and sold to customers only after the review and filing is passed. At the same time, due to various factors, the review and filing cycle for APIs is usually long, and there are cases where the filing fails. Even if some products are finally approved by the drug regulatory department and are allowed to be produced and sold, their market value may drop significantly due to missing the appropriate market entry point.

③Risk of loss of core technical personnel

The chemical pharmaceutical API manufacturing industry is a knowledge-intensive industry with high R&D barriers, especially in the field of API R&D. A technically strong R&D team and R&D strength are important factors for companies to maintain their leading edge in fierce market competition. With the rapid development and intensified competition in the domestic chemical raw material pharmaceutical manufacturing industry, companies in the same industry have an increasing demand for technical talents, which may lead to the company's brain drain. If the company cannot train or introduce the above-mentioned high-quality talents to meet its scale expansion needs, it may also have an impact on the company's operating performance and long-term development.

3-3-16

Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

Other risks

(1) Risks related to investment projects with raised funds

①Risks in the implementation of investment projects with raised funds

The company's current fundraising project was made through market research and careful demonstration, and specific plans and arrangements were made in terms of manpower and funds to ensure the construction of the fundraising project. However, if during the construction of the investment project, due to unforeseen factors, the company cannot keep up with the project construction requirements in terms of personnel, technology, qualification processing and funds, and the project implementation organization and management are ineffective, it may lead to certain uncertainties in the implementation progress and implementation effects of the project, which will have an adverse impact on the realization of the expected benefits of the investment project. ②The risk that the benefits of investment projects with raised funds cannot be fully realized

The funds raised this time will be invested in the construction project (Phase I) of a biological manufacturing base for raw materials and healthy dietary supplements. The issuer conducted a detailed analysis of the risks and feasibility of the investment project with raised funds. The market prospects and expected economic benefits of the raised investment project are good, but the profitability of the project is still facing the impact of intensifying market competition, adverse changes in the future market, declining sales prices, and less than expected market expansion, resulting in the risk of the project failing to achieve expected benefits.

③Capacity digestion risk of investment projects

The products produced by this investment project "Building Materials and Healthy Dietary Supplements Biomanufacturing Base Construction Project (Phase I)" include inosine, hypoxanthine, guanosine, D-ribose, guanine, adenosine, adenine, cytidylic acid, and citicoline (sodium) series nucleoside (acid) products. After the completion of this project, the company will transfer the existing biological fermentation production capacity of inosine, guanosine, adenosine, hypoxanthine, guanine, adenine and D-ribose from the Xinxiang production base to the Inner Mongolia production base. At the same time, the company will expand the production capacity of the existing advantageous product citicoline (sodium) and simultaneously build its supporting raw material cytidylic acid production line.

Although the products produced in this fundraising project are all the company's existing mature products or upstream and downstream products in the related product industry chain, the downstream demand for related products is strong and the market prospects are good. The company can rely on its existing stable customer resources, mature sales channels and good market reputation to undertake the new production capacity of this fundraising project. However, if the industry market growth rate is lower than expected in the future, market competition intensifies, or customer development is less than expected, the company may face the risk of idle production capacity and the related production capacity cannot be absorbed in time.

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

④The risk of profit decline and further expansion of losses due to new depreciation and amortization of investment projects

After the company's investment project is completed and reaches production, the company's fixed assets will increase. According to the company's current depreciation and amortization policies, new depreciation and amortization expenses will be added every year by 14.6083 million yuan, and the new depreciation amount will account for 3.86% of the company's operating income in the most recent year. If there are major adverse changes in the industry environment or market demand environment, and the investment projects cannot achieve expected returns, the company will be at risk of declining profits and further expanding losses due to increased depreciation and amortization.

⑤The risk that the performance of the previous fundraising project is not as good as expected

The company's last raised-funded investment project, the "Nucleoside Series Characteristic API and Pharmaceutical Intermediates Construction Project", has reached the scheduled usable state in June 2025. However, due to the delayed qualification approval of some API products and the iteration of industry technology, the actual benefits of the project in 2025 did not meet expectations.

Some API products of this project are applying for CDE review and filing and EU CEP certification. In view of the fact that domestic and foreign drug regulatory agencies are extremely strict in reviewing the authenticity of API registration application materials, the stability of the production process, the safety and effectiveness of the product, and the compliance of the development and production sites. If the company's relevant application materials, process verification or on-site verification cannot meet the CDE or the review standards of overseas regulatory agencies, or may be affected by objective factors such as adjustments to relevant national pharmaceutical regulations and changes in the review and approval pace, which will lead to uncertainty in the review and approval progress and results of related products. If the approval of the relevant qualifications for the above products lags behind, or ultimately fails to pass the review, the commercialization process of the relevant products will be delayed, which will have an adverse impact on the realization of the expected benefits of the previous fundraising project and the company's overall operating performance.

(2) Approval risks

This stock issuance plan still needs to be reviewed by the Shenzhen Stock Exchange and approved by the China Securities Regulatory Commission before it can be implemented. Whether it can ultimately pass the review by the Shenzhen Stock Exchange, obtain the China Securities Regulatory Commission's decision to approve the registration and the timing are still uncertain.

(3) Risk of failure of issuance or insufficient funds raised

This issuance of shares is a targeted issuance of shares to no more than 35 (inclusive) qualified specific targets to raise funds. Investors' subscription intention and ability are affected by various internal and external factors such as the overall situation of the securities market, the company's stock price trend, investors' recognition of the issuance plan, and market funding conditions. They may face the risk of insufficient funds raised or even failure of the issuance.

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

(4) The risk of this issuance diluting spot returns

After the completion of this issuance, the company's total share capital and net assets will increase, and it will take a certain period of time to use the raised funds and generate benefits. In the case where the company's total share capital and net assets have increased, if the company's profits have not yet achieved a corresponding increase, the company's current returns in the year when this issuance is completed will be at risk of being diluted.

(5) Stock price fluctuation risk

The company's stock price not only depends on the company's operating performance and development strategy, but is also affected by domestic and foreign macroeconomic conditions, capital market trends, market psychology and other factors. Therefore, there are certain uncertainties in the company's stock price and may fluctuate due to the above risk factors. Fluctuations in stock prices will directly or indirectly bring uncertainty to investors' investment returns.

2. Basic situation of this securities issuance

(1) Type and par value of shares issued

The types of 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 will take the form of issuing shares to specific targets. After passing the review of the Shenzhen Stock Exchange and obtaining approval for registration from the China Securities Regulatory Commission, the company will choose an opportunity to issue shares to specific targets within the validity period.

(3) Issuance objects and subscription methods

The targets of this issuance are no more than 35 (inclusive) specific targets, including: securities investment fund management companies, securities companies, trust companies, financial companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors (including self-operated accounts or managed investment product accounts of the above investors) and other institutional investors that comply with the regulations of the China Securities Regulatory Commission, as well as other legal persons, natural persons or other legal organizations that comply with the regulations of the China Securities Regulatory Commission. Securities investment fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors that subscribe to two or more products under their management shall be regarded as one issuance target. As a target of issuance, trust companies can only subscribe with their own funds.

3-3-19

Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

After the issuance is approved by the Shenzhen Stock Exchange and the China Securities Regulatory Commission makes a registration decision, the final issuance target will be determined by the company's board of directors, within the scope of authorization of the shareholders' meeting, and the sponsor (lead underwriter) based on the subscription quotations of the issuance target and in accordance with the principles of price priority and other principles. If laws, regulations or normative documents at the time of issuance have other provisions on the objects of issuance, such provisions shall prevail.

All targets of this issuance will subscribe for the company's shares in this issuance in cash in RMB at the same price.

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

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 twenty trading days before the pricing base date (the calculation formula is: 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 is ex-rights or ex-dividend during the period from the pricing base date to the issuance date, such as dividend distribution, bonus shares, capital reserve conversion to share capital, etc., the issuance price will be adjusted accordingly. The adjustment formula is as follows: Cash dividend distribution: P1=P0-D

Send bonus shares or convert to share capital: P1=P0/(1+N)

Two items are carried out at the same time: P1=(P0-D)/(1+N)

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

The final issuance price of this issuance will be determined by the company's board of directors, authorized by the shareholders' meeting, and the sponsor (lead underwriter) in accordance with relevant laws, administrative regulations, rules and normative documents, and based on investor subscription quotations after the company's issuance application is reviewed and approved by the Shenzhen Stock Exchange and the China Securities Regulatory Commission makes a decision to approve the registration.

(5) Issuance quantity

The number of shares issued this time will be determined based on the total amount of funds raised divided by the issuance price, and will not exceed 30% of the total share capital before issuance, that is, it will not exceed 37,963,350 shares (including the principal number). Within the above range, the final issuance number

3-3-20

Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

The amount is determined by the board of directors in accordance with the authorization of the shareholders' meeting and consultation with the sponsor (lead underwriter) based on the actual subscription situation.

If the company's stock is ex-rights and dividend-free between the announcement date of the board of directors' resolution of this issuance and the issuance date, such as dividend distribution, bonus shares, capital reserve conversion to share capital, etc., the number of shares in this issuance will be adjusted accordingly.

If the quantity of this issuance is adjusted due to changes in regulatory policies or in accordance with the requirements of issuance registration documents, the total number of shares issued to specific objects and the total amount of funds raised will be adjusted accordingly.

(6) Stock sales restriction period

After the issuance is completed, the restricted sales period of the stocks subscribed by specific objects must comply with the "Registration and Management Measures for Securities Issuance of Listed Companies" and relevant regulations of the China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities. The shares subscribed by the issuance target shall not be transferred within 6 months from the date of completion of the issuance. The shares obtained by the company from this issuance due to the company's distribution of stock dividends, transfer of capital reserves, etc. shall also comply with the above-mentioned share locking arrangements. If laws and regulations have other provisions on the sales restriction period, those provisions shall prevail. Transfers after the expiration of the lock-up period shall be carried out in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange.

(7) Place of stock listing

The shares issued this time will be listed and traded on the Shenzhen Stock Exchange.

(8) Amount and use of raised funds

The total amount of funds raised in this issuance shall not exceed 227.8895 million yuan (including the original amount). The net amount of funds raised after deducting the issuance expenses will be used for the following projects:

Unit: 10,000 yuan Serial number Project name Total investment Amount of raised funds to be used API and healthy dietary supplement biological manufacturing base

1 24,876.15 22,788.95 Construction project (Phase I)

Total 24,876.15 22,788.95

Before the funds raised from this issuance are in place, the company will make an advance investment with self-raised funds based on the actual progress of the project, and after the funds raised are in place, the pre-invested funds will be replaced in accordance with the requirements and procedures of relevant laws and regulations.

After the funds raised from this issuance are in place, the company will invest the raised funds according to the actual funding needs of the project.

3-3-21

The listing sponsorship letter of Tuoxin Pharmaceutical Group Co., Ltd. was included in the above-mentioned projects. The net amount of funds raised in this issuance after deducting issuance expenses is less than the total investment amount of the project. The company will use its own funds or other financing methods permitted by laws and regulations to resolve the shortfall.

(9) Arrangements for rolling over undistributed profits

The undistributed profits accumulated before the issuance will be shared by new and old shareholders after the completion of the issuance in accordance with their post-issuance shareholding ratios.

(10) Validity period of issuance resolution

The issuance resolution is valid for 12 months from the date of approval by the company’s shareholders’ meeting. If national laws and regulations have new regulations on the issuance of stocks to specific objects, the company will make corresponding adjustments in accordance with the new regulations.

4. Whether this issuance constitutes a related transaction

As of the date of issuance of this listing sponsorship letter, the company has not determined the specific issuance target, so it is unable to determine whether this issuance constitutes a related transaction.

Information about the project sponsor representatives, co-organizers and other members of the project team for this securities issuance

(1) Sponsor representative

Zhongtai Securities designated Li Zhibin and Xu Baiqing as the sponsor representatives of Tuoxin Pharmaceutical Group Co., Ltd.'s 2026 stock issuance project to specific targets.

The practice status of the above two sponsor representatives is as follows:

Mr. Li Zhibin is the senior vice president of the Investment Banking Committee of Zhongtai Securities, the sponsor representative, and a non-practising member of the Chinese Certified Public Accountants. As a key member, he participated in projects such as Yanggu Huatai's issuance of convertible bonds to unspecified objects, Yanggu Huatai's issuance of stocks to specific objects in 2022, Riko Chemical's issuance of convertible bonds to unspecified objects, Tuoxin Pharmaceutical IPO, Caike Technology IPO, Yanggu Huatai's major asset restructuring, Weiming Pharmaceutical control acquisition and other projects. He also participated in the restructuring and coaching of multiple IPO projects and completed a number of NEEQ-listed projects. He has solid financial expertise and rich project experience.

Ms. Xu Baiqing, senior vice president of Zhongtai Securities Investment Banking Committee, sponsor representative, non-practising member of the Chinese Certified Public Accountants. Participated as a major member in the non-public issuance of Weilan Biotechnology, the issuance of Riko Chemical to specific targets through simple procedures, the issuance of convertible bonds by Riko Chemical to unspecified targets, and the GEM of Guobao Pets

3-3-22

He has solid financial expertise and rich project experience in projects such as the IPO of Tuoxin Pharmaceutical Group Co., Ltd., Yanggu Huatai’s issuance of shares to purchase assets, and the main board IPO of Yilite Energy Equipment Co., Ltd.

(2) Project co-organizer

Zhongtai Securities designated Zhu Yinxin as the project co-organizer of Tuoxin Pharmaceutical Group Co., Ltd.'s 2026 stock issuance project to specific targets.

Ms. Zhu Yinxin, senior manager of the Investment Banking Committee of Zhongtai Securities. As a key member, he participated in projects such as the issuance of convertible bonds by Yanggu Huatai to unspecified objects and the IPO of Caike Technology, and has certain investment banking experience.

(3) Other project team members

Other project members of this issuance include: Li Xuesong, Sun Liangliang, and Liu Haoyang.

4. The relationship between the sponsor and the issuer

There is no related relationship between the sponsor and the issuer. As of the date of issuance of this listing sponsorship letter:

(1) The sponsor institution or its controlling shareholder, actual controller, or important related party does not hold shares of the issuer or its controlling shareholder, actual controller, or important related party.

(2) The issuer or its controlling shareholder, actual controller, or important related party does not hold shares of the sponsor or its controlling shareholder, actual controller, or important related party.

(3) The sponsor representative, his spouse, directors and senior managers of the sponsor institution do not hold shares in the issuer or its controlling shareholder, actual controller or important related parties, or hold any office in the issuer or its controlling shareholder, actual controller or important related parties.

(4) The sponsor’s controlling shareholder, actual controller, and important related parties do not provide mutual guarantees or financing with the issuer’s controlling shareholder, actual controller, or important related parties.

(5) There is no other related relationship between the sponsor and the issuer.

5. Commitments of sponsors

(1) The sponsor institution has complied with laws, administrative regulations and relevant requirements of the China Securities Regulatory Commission and Shenzhen Stock Exchange.

3-3-23

Tuoxin Pharmaceutical Group Co., Ltd.'s listing sponsorship document stipulates that it has conducted due diligence and prudent verification on the issuer and its major shareholders, fully understood the issuer's operating conditions and the risks and problems it faces, and performed corresponding internal review procedures. The sponsor agrees to recommend Tuoxin Pharmaceutical to issue shares to specific targets this time, and the relevant conclusions are supported by the corresponding recommendation work papers.

(2) The sponsor has sufficient reasons to believe that the issuer complies with laws and regulations and the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange on the issuance and listing of securities.

(3) The sponsor has sufficient reasons to believe that the issuer's application documents and information disclosure materials do not contain false records, misleading statements or major omissions.

(4) The sponsor has sufficient reasons to believe that the basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials is sufficient and reasonable.

(5) The sponsor has sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions expressed by the securities service agency.

(6) The sponsor institution guarantees that the designated sponsor representative and relevant personnel of the sponsor institution have performed their duties diligently and conducted due diligence and careful verification of the issuer’s application documents and information disclosure materials.

(7) The sponsor shall ensure that the listing sponsorship letter and other documents related to the performance of sponsorship duties do not contain false records, misleading statements or major omissions.

(8) The sponsor institution guarantees that the professional services and professional opinions provided to the issuer comply with laws, administrative regulations, regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and industry norms.

(9) The sponsor institution voluntarily accepts the regulatory measures adopted by the China Securities Regulatory Commission and the Shenzhen Stock Exchange in accordance with the "Registration Management Measures" and voluntarily accepts the self-regulatory supervision of the Shenzhen Stock Exchange.

(10) Comply with other matters stipulated by the China Securities Regulatory Commission and the Shenzhen Stock Exchange.

6. The issuer’s decision-making procedures for this securities issuance

(1) Decision-making procedures of the issuer’s board of directors

On May 13, 2026, the issuer held the 12th meeting of the fifth board of directors, which reviewed and approved the "Proposal on the Company's Plan for Issuing A Shares to Specific Targets in 2026" and other proposals related to this issuance.

3-3-24

Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

(2) Decision-making procedures of the issuer’s general meeting of shareholders

On June 25, 2026, the issuer held the first extraordinary general meeting of 2026, and reviewed and approved the "Proposal on the Company's Plan for Issuing A Shares to Specific Targets in 2026" and other proposals related to this issuance.

After verification, this sponsor believes that: in accordance with the Company Law, Securities Law, Registration Management Measures and other laws and regulations as well as the issuer's Articles of Association, the issuer has completed a complete internal decision-making process in applying for the issuance of stocks to specific objects.

This issuance still needs to be reviewed by the Shenzhen Stock Exchange and must be approved by the China Securities Regulatory Commission before it can be implemented.

7. Sponsor’s explanation that the issuer’s securities issuance meets the listing conditions

(1) This issuance meets the conditions stipulated in the Company Law

The stocks issued this time are all RMB ordinary shares with a face value of 1.00 yuan per share. Each share has equal rights. The issuance conditions and prices of new shares are the same. Any unit or individual must pay the same price for each share subscribed, which is in compliance with the provisions of Article 143 of the Company Law.

(2) This issuance complies with the issuance conditions stipulated in Articles 9 and 12 of the Securities Law

This issuance complies with the relevant provisions of Article 9 of the Securities Law: non-public issuance of securities shall not use advertising, public solicitation or disguised disclosure.
This issuance complies with the relevant provisions of Article 12 of the Securities Law: A listed company's issuance of new shares shall comply with the conditions specified by the securities regulatory authority of the State Council approved by the State Council. The specific management measures shall be prescribed by the securities regulatory authority of the State Council.

(3) There is no situation in this issuance that prohibits the issuance of stocks to specific objects as stipulated in Article 11 of the "Registration Management Measures"

As of the date of issuance of this listing sponsorship letter, the company does not have the following circumstances that prohibit it from issuing shares to specific objects as stipulated in Article 11 of the "Registration Management Measures":

(1) Changing the use of funds raised previously without making corrections or without approval from the shareholders’ meeting;

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

(2) The preparation and disclosure of the financial statements of the most recent year do not comply with the provisions of accounting standards for enterprises or relevant information disclosure rules in major aspects; the financial accounting report of the most recent year has been issued with a negative opinion or an audit report in which an opinion cannot be expressed; the financial accounting report of the most recent year has been issued with an audit report with a qualified opinion, and the material adverse effects of the matters involved in the reserved opinion on the listed company have not been eliminated. Exceptions will be made if this issuance involves major asset restructuring;

(3) Current directors and senior managers have been subject to administrative penalties by the China Securities Regulatory Commission in the past three years or have been publicly condemned by the stock exchange in the past year;

(4) The listed company or its current directors and senior managers are being investigated by judicial authorities for suspected crimes or are being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations;

(5) The controlling shareholder or actual controller has committed major illegal acts in the past three years that have seriously damaged the interests of the listed company or the legitimate rights and interests of investors;

(6) There have been major illegal acts in the past three years that have seriously damaged the legitimate rights and interests of investors or the public interests of society.

(4) The use of funds raised from this issuance complies with the relevant provisions of Article 12 of the "Registration Management Measures"

The net proceeds from this issuance, after deducting issuance expenses, will be used for the construction of the "Bio-manufacturing base construction project for raw materials and healthy dietary supplements (Phase I)", in compliance with the following provisions of Article 12 of the "Registration Management Measures":

(1) Comply with national industrial policies and relevant laws and administrative regulations on environmental protection, land management, etc.; (2) Except for financial enterprises, the funds raised this time shall not be used to hold financial investments, and shall not be invested directly or indirectly in companies whose main business is the purchase and sale of securities;

(3) After the implementation of the raised funds project, there will be no new horizontal competition or unfair related transactions that have a significant adverse impact on the controlling shareholders, actual controllers and other companies controlled by them, or seriously affect the independence of the company's production and operations.

(5) The company’s current issuance complies with the relevant provisions of Articles 55, 56, 57, 58, 59, 66 and 87 of the "Registration Management Measures"

The target of this issuance is no more than 35 (inclusive) specific targets, including: in compliance with China

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

Institutional investors such as securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors, RMB qualified foreign institutional investors (including self-operated accounts or managed investment product accounts of the above investors) as stipulated by the China Securities Regulatory Commission, as well as other legal persons, natural persons or other legal organizations that comply with the provisions of the China Securities Regulatory Commission. Securities investment fund management companies, securities companies, qualified foreign institutional investors, and RMB qualified foreign institutional investors that subscribe to two or more products under their management shall be regarded as one issuance target. As a target of issuance, trust companies can only subscribe with their own funds.

This issuance adopts a bidding method, and the pricing base date for this issuance of stocks to specific objects 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 twenty trading days before the pricing base date (the calculation formula is: 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).

After the issuance is completed, the stocks subscribed by the issuance targets shall not be transferred within six months from the completion of the issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, those provisions shall prevail.

In this issuance, the company, its controlling shareholders, actual controllers and major shareholders have not made guaranteed income or disguised guaranteed income commitments to the issuance objects, and have not provided financial assistance or other compensation to the issuance objects directly or through stakeholders.

This issuance will not result in a change in control of the company.

In summary, this issuance complies with the provisions of Articles 55, 56, 57, 58, 59, 66 and 87 of the "Registration Management Measures".

(6) This issuance complies with the provisions of the "Opinion No. 18 on the Application of Securities and Futures Laws"

(1) Article 9 of the "Registration Management Measures" stipulates that, except for financial enterprises, there is no large financial investment at the end of the latest period. Financial investment includes but is not limited to investment financial business; non-financial enterprise investment financial business; equity investment unrelated to the company's main business, investment in industrial funds, M&A funds, borrowing funds, entrusted loans, and the purchase of financial products with large income fluctuations and high risks, etc. As of the end of the latest period, the company has no large financial investments, which is in compliance with the relevant provisions of the first point of the "Securities and Futures Law Application Opinion No. 18";

(2) Article 11 of the "Registration Management Measures" stipulates that a listed company's "controlling shareholder or actual controller has committed major illegal acts that seriously harmed the interests of the listed company or the legitimate rights and interests of investors in the past three years", or

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

If a listed company "has committed major illegal acts that have seriously damaged the legitimate rights and interests of investors or social and public interests in the past three years," it shall not issue shares to specific objects. As of the date of issuance of this listing sponsorship letter, the company, its controlling shareholders, and actual controllers do not have the above-mentioned matters, and are in compliance with the relevant provisions of the second point of the "Opinion No. 18 on the Application of Securities and Futures Laws";

(3) Article 40 of the "Registration Management Measures" stipulates that listed companies should "raise money rationally and determine the scale of financing reasonably." The number of shares to be issued in this issuance shall not exceed 30% of the total shares before this issuance. The date of the board of directors' resolution of this issuance has been more than 18 months from the date of the previous fund raising, which complies with the relevant provisions of Point 4 of the "Opinion No. 18 on the Application of Securities and Futures Laws".

(4) Article 40 of the "Registration Management Measures" stipulates that "the funds raised this time will mainly be invested in the main business." The investment project with raised funds this time is the "Building Materials and Healthy Dietary Supplements Biological Manufacturing Base Construction Project (Phase I)". The raised funds will all be used for capital investment in the project, and will not be used to supplement working capital or repay debts. This is in compliance with the fifth point of the "Opinion No. 18 on the Application of Securities and Futures Laws".

(7) The company does not belong to the scope of enterprises that need to be punished as stipulated in the "Cooperation Memorandum on Joint Punishment of Untrustworthy Persons Subject to Enforcement" and the "Cooperation Memorandum on the Implementation of Joint Punishment of Untrustworthy Customs Enterprises", and does not belong to general untrustworthy enterprises and customs untrustworthy enterprises.

After verification, the company does not fall within the scope of enterprises that need to be punished as stipulated in the "Memorandum of Cooperation on the Implementation of Joint Punishments on Persons Being Enforced for Untrustworthiness" and the "Memorandum of Cooperation on the Implementation of Joint Punishments on Untrustworthy Customs Enterprises". It is not a general untrustworthy enterprise or an untrustworthy customs enterprise, and has not committed any untrustworthy behavior that may affect the issuance of stocks to specific objects.

8. Arrangements for the sponsor’s continuous supervision of the issuer

Matters Work Plan

(1) Ongoing supervision matters

Supervise issuers to effectively implement and further improve existing anti-holding policies
Supervise the issuer to effectively implement and improve the system to prevent shareholders, actual controllers, and other related parties from illegally occupying the issuer's resources; controlling shareholders, actual controllers, and other related parties;
Establish a regular communication mechanism with the issuer and continue to pay attention to the issuer’s

The implementation of the system and the performance of information disclosure obligations.

Supervise issuers to effectively implement and improve prevention

Its directors, supervisors and senior managers shall, in accordance with relevant laws, regulations and the Articles of Association, assist internal controllers whose issuance duties harm the interests of the issuer to formulate and improve relevant systems and supervise their implementation.

degree

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

Matters Work Plan

Supervise the issuer to effectively implement and improve guarantees. Supervise the issuer's related transactions to be carried out in accordance with relevant laws and regulations and the "System and Procedures for Fairness and Compliance of Related Transactions in the Company's Articles". For major related transactions, this institution will express opinions in accordance with the principles of fairness and independence.
Supervise the issuer to implement the formulated "Measures for the Management of Raised Funds" and other systems;
Continue to pay attention to the issuer’s special account storage and investment projects of raised funds.
Continue to pay attention to the issuer’s special account for raising funds.

Implementation and other matters;

Commitments such as storage and implementation of investment projects

If the issuer plans to change commitments such as raised funds and investment projects, the sponsoring agency requires the issuer to notify the sponsoring agency and supervise it to fulfill relevant information disclosure obligations.
Supervise issuers to comply with the provisions of the "Articles of Association" and the "Notice on Issues Concerning the Provision of Guarantees for Others by Listed Companies";
Continue to pay attention to the issuer's provision of guarantees for others. 2. Continue to pay attention to the issuer's provision of guarantees for others and other matters;

and other matters, and express opinions. 3. If the issuer intends to provide guarantees for others, the sponsor institution requires the issuer to notify or consult the sponsor institution and supervise it to perform relevant information disclosure obligations.

Supervise the issuer to perform relevant listed company regulations. 1. Continue to pay attention to and review the issuer's regular reports and temporary announcements, and monitor news media reports involving the issuer, supervise the issuer's performance of information affairs, review information disclosure documents and disclosure obligations to the China Securities Regulatory Commission;

Others submitted by the Supervisory Commission and Shenzhen Stock Exchange 2. Establish a regular communication mechanism with the issuer and continue to pay attention to the issuer's fulfillment of its information disclosure obligations.

According to the sponsorship agreement signed with the issuer, during the remainder of the year of the issuance and listing of the securities and the next two full accounting years, the issuer will

(2) During the continuous supervision period

Carry out continuous supervision; after the continuous supervision period expires, if there is any unfinished sponsorship work, the sponsor will continue to complete it.

Contact information, telephone number and other communication methods of the sponsor institution and relevant sponsor representatives

Sponsor (lead underwriter): Zhongtai Securities Co., Ltd.

Legal representative: Wang Hong

Office address: Building 3, District 5, Hanyu Financial Business Center, No. 7000 Jingshi Road, High-tech Zone, Jinan City

Sponsor representatives: Li Zhibin, Xu Baiqing

Tel: 0531-68889038

10. Other matters that the sponsor believes should be explained

There are no other matters that should be explained.

11. Recommendations of the sponsor for this stock listing

This sponsor believes that: Tuoxin Pharmaceutical’s issuance of stocks to specific objects complies with the Company Law and Securities Regulations.

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter

"Act", "Registration Management Measures" and other relevant laws, regulations and documents; Tuoxin Pharmaceutical's issuance and listing application documents do not contain false records, misleading statements or major omissions; this issuance and listing complies with the issuance conditions, listing conditions and information disclosure requirements; the shares issued this time are eligible for listing on the GEM of the Shenzhen Stock Exchange. Zhongtai Securities agreed to recommend that the shares issued by Tuoxin Pharmaceutical to specific targets be listed and traded on the GEM of the Shenzhen Stock Exchange.

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Tuoxin Pharmaceutical Group Co., Ltd. Listing Sponsorship Letter (This page has no text, it is the signature page of "Zhongtai Securities Co., Ltd.'s Listing Sponsorship Letter Regarding Tuoxin Pharmaceutical Group Co., Ltd.'s Issuance of Stocks to Specific Targets in 2026")

Project co-organizer:

Zhu Yinxin

Sponsor representative:

Li Zhibin Xu Baiqing

Head of Sponsorship Business Department:

Yan Peng

Kernel person in charge:

Zhan Xiaohua

Sponsorship business leader:

Zeng Liping

General Manager:

Feng Yidong

Chairman and legal representative:

Wang Hong

Zhongtai Securities Co., Ltd. Year Month Day

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