[Temporary Announcement] Deere Biotechnology: Announcement on the Measures to Protect the Rights and Interests of Dissenting Shareholders when applying for the termination of listing of the company’s shares
Announcement number: 2026-003
Securities code: 873831 Securities abbreviation: Deere Biotechnology Sponsoring broker: China Merchants Securities
Zhuhai Deere Bioengineering Co., Ltd.
Announcement on the proposed application for measures to terminate the listing of the company’s shares to protect the rights and interests of dissenting shareholders
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions, and bear individual and joint legal liability for the authenticity, accuracy and completeness of the contents.
1. Basic situation
Based on the company's operating conditions and long-term development strategic needs, in order to improve the efficiency of business decision-making, reduce the company's operating costs, and further focus on business expansion, after careful consideration, the company plans to apply for the termination of listing of its stocks on the National Equities Exchange and Quotations ("Equity Transfer System"). On December 31, 2025, Zhuhai Deere Bioengineering Co., Ltd. (hereinafter referred to as the "Company") held the fifth meeting of the second board of directors, which reviewed and approved the "Proposal on the Plan to Apply for the Termination of Listing of the Company's Stocks on the National Equities Exchange and Quotations", the "Proposal on the Measures to Protect the Rights and Interests of Dissenting Shareholders upon Termination of the Company's Stocks", and the "Proposal on Requesting the Shareholders' Meeting to Authorize the Company's Board of Directors to Have Full Power to Handle Matters Related to the Termination of the Company's Stocks on the Stock Transfer System", and proposed to convene the company's 2026 The first extraordinary shareholders' meeting of the year will review the above proposals.
The company plans to submit application materials related to the termination of listing to the National Equities Exchange and Quotations after approval at the shareholders' meeting. The specific termination time will be subject to the approval time of the National Equities Exchange and Quotations.
2. Measures to protect the rights and interests of dissenting shareholders
(1) Main content
In order to fully protect the legitimate rights and interests of possible dissenting shareholders (dissenting shareholders include shareholders who did not participate in the shareholders' meeting to review and terminate the listing and shareholders who participated in the shareholders' meeting but did not vote in favor), the company's controlling shareholder and actual controller issued a commitment, promising that they or their designated third parties will repurchase the company's shares held by dissident shareholders who meet the conditions. The repurchase objects must meet the following conditions at the same time:
Be a shareholder registered on the equity registration date of the company’s first extraordinary shareholders’ meeting in 2026;
Have not participated in the company’s first extraordinary shareholders’ meeting in 2026 or have participated in the company’s first extraordinary shareholders’ meeting in 2026
Announcement number: 2026-003
Shareholders meeting but did not vote in favor of the resolution related to the termination of listing;
Shareholders who, within the validity period for accepting stock repurchase applications, deliver or mail written application materials to the company requesting to repurchase their shares;
There are no shareholders who harm the interests of the company and other shareholders;
There is no litigation, arbitration, enforcement, etc. with the company, the company's controlling shareholders and actual controllers due to the company's termination of listing or this stock repurchase, or the situation has not yet been concluded;
The company's stocks held by dissenting shareholders are not pledged, judicially frozen, or otherwise restricted from free trading. If the dissenting shareholder applies for repurchase and completes the share repurchase, if the shares it requests to repurchase are pledged, judicially frozen, or other restricted transactions occur, the company will no longer assume the aforementioned share repurchase obligations and will not be liable for breach of contract;
From the date when shareholders first learn of the planned termination of listing or the company’s first announcement of protective measures (whichever is earlier) to the suspension of trading of the company’s shares due to this termination of listing, there are no speculative behaviors such as abnormal stock transfer transactions and malicious bid-up of stock prices.
The upper limit of the number of shares that shareholders who meet all the above conditions can request to repurchase is the number of shares they hold on the equity registration date of the company's first extraordinary shareholders' meeting in 2026. The specific information is subject to the information recorded in the "Securities Holders Register" issued by the Beijing Branch of China Securities Depository and Clearing Co., Ltd.
(2) Repurchase obligor
□Public company √Controlling shareholder √Actual controller □Others
(3) Repurchase objects
The repurchase targets are shareholders who were registered on the equity registration date of the company's first extraordinary shareholders' meeting in 2026 and did not attend the company's first extraordinary shareholders' meeting in 2026 or attended the shareholders' meeting but did not vote in favor of the termination of listing.
(4) Repurchase quantity
The number of shares repurchased shall be based on the number of shares held by the company on the equity registration date of the first extraordinary shareholders meeting in 2026.
Announcement number: 2026-003
(5) Repurchase price
The repurchase price shall be based on the higher of the company's most recent audited net asset value per share and the cost price at which the dissenting shareholders obtained the company's shares (the cost price does not include transaction fees, capital costs, etc., and is subject to ex-rights and ex-dividend treatment).
In order to prevent the use of this measure to cause irregular stock transactions, for stocks traded after the company discloses the "Informative Announcement of the Company's Plan to Apply for Termination of Listing of the Company's Stocks in the National Equities Exchange and Quotations", the cost price of this part of the stock shall be based on the cost price obtained before the announcement. If the cost price certificate cannot be accurately provided, the latest audited net assets per share shall prevail.
(6) How to apply for repurchase
The validity period of the dissenting shareholder's application for repurchase is 30 days from the date the company's shares are terminated from the National Equities Exchange and Quotations System. Shareholders should submit written application materials to the company within the validity period of the application, and send an email at the same time (email: [email protected], please indicate "shareholder name + repurchase application materials" in the subject).
Buyback application materials include:
(1) The original copy of the dissenting shareholder’s repurchase application stamped/signed by the shareholder, which must contain necessary information such as the shareholder’s name, securities account number, quantity of tickets requested to be repurchased, valid contact information, etc.;
(2) Identity information of dissenting shareholders (natural persons must provide a copy of their valid ID card signed by themselves, and institutional investors must provide a copy of their business license with official seal);
(3) Complete transaction slips for all previous transactions of the company’s stock by the dissenting shareholder or supporting materials that can effectively prove that it has obtained the company’s stock price (stamped with the official seal of the securities business department where the account was opened).
The dissenting shareholder must deliver the signed/sealed written application documents to the company within the repurchase commitment period, either in person or by express delivery (the express delivery method shall be subject to the time of receipt).
Dissenting shareholders who have not sent a written application to the company within the above period are deemed to have agreed to continue to hold the company's shares, and the company's controlling shareholders and actual controllers will no longer bear the obligation to repurchase.
(7) Repurchase performance period
For repurchase targets who provide complete share repurchase application materials to the company within the validity period of the repurchase application, the share repurchase will be completed within 24 months from the date when the company's stocks are terminated from the National Equities Exchange and Quotations in the National Equities Exchange and Quotations.
Announcement number: 2026-003
(8) Dispute mediation mechanism
Any dispute arising from or related to this rights protection measure shall be resolved by the parties through friendly negotiation first. If the negotiation fails, each party shall have the right to file a lawsuit with the People's Court where the company is located.
(9) Company contact information
Contact person: Kim Dong-eun
Contact number: 0756-6293235
Email: [email protected]
Contact address: No. 59, Dingwan 10th Road, Jinwan District, Zhuhai City, Guangdong Province
3. Other matters
There may be circumstances in which the termination of listing has not been reviewed and approved by the shareholders' meeting, or has not been approved by the National Equities Exchange and Quotations.
Since the measures to protect investors' rights are time-sensitive, the company's board of directors solemnly reminds investors: If you have any objections, please contact the company as soon as possible regarding repurchase matters.
4. Documents for reference
"Resolution of the Fifth Meeting of the Second Board of Directors of Zhuhai Deere Bioengineering Co., Ltd."
Board of Directors of Zhuhai Deere Bioengineering Co., Ltd.
January 5, 2026