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/[Temporary Announcement] Jinbo Biotech: Announcement of Resolutions of the 25th Meeting of the Fourth Board of Directors
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6d ago

[Temporary Announcement] Jinbo Biotech: Announcement of Resolutions of the 25th Meeting of the Fourth Board of Directors

Beijing Stock Exchange
2026/09/28

Securities code: 920982 Securities abbreviation: Jinbo Biotechnology Announcement number: 2026-082

Shanxi Jinbo Biopharmaceutical Co., Ltd.

Announcement of Resolutions of the 25th Meeting of the Fourth Board of Directors

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. Meeting convening and attendance

(1) Meeting status

  1. Meeting time: September 28, 2026

  2. Meeting location: Conference room on the third floor of the company

3.Meeting method: on-site and via communication

  1. Time and method of issuing board meeting notice: by email on September 26, 2026 5. Meeting host: Chairman Ms. Yang Xia

  2. Meeting attendees: Gao Song, Xue Fangqin, Lan Xiaobin

  3. Explanation on the legality and compliance of the convening situation:

The convening, holding and review process of this meeting complied with the provisions of the "Company Law of the People's Republic of China" and other relevant laws, administrative regulations, departmental rules, normative documents and the "Articles of Association".

(2) Meeting attendance

The meeting should be attended by 9 directors, and 9 directors should be present and authorized to attend.

Directors Chen Bin, Yan Liming, Liang Tongdong, Deng Zelin and Wang Lingling participated in the voting by communication method due to business trips or overseas offices.

2. Proposal review status

(1) Consideration and approval of the “Proposal on Adjusting the Company’s Number of Shares Issued to Specific Objects and Total Funds Raised in 2025 and Yangshengtang’s Commitment to Increase Secondary Market Holdings of the Same Scale and Amount”

  1. Contents of the motion:

Taking into account factors such as the company's development strategy, project implementation progress and current market conditions, the company has made corresponding adjustments to the number of shares issued to specific objects and the total amount of funds raised. In order to better protect the rights and interests of small and medium-sized investors, Yangshengtang has added a new commitment to increase holdings in the secondary market of the same size and amount. For details, see "(3) New Commitments of Yangshengtang".

Regarding adjustments to the number of shares issued to specific objects and the total amount of funds raised by the company in 2025, the details are as follows:

(1) Number of shares issued

The number of shares issued to specific objects this time is adjusted from no more than 7,175,660 shares (including the principal number) to no more than 3,607,243 shares (including the principal number), which does not exceed 30% of the company's total share capital before this issuance. Number of issuances = total funds raised/issuance price (according to relevant laws and regulations and the pricing adjustment mechanism of this issuance of stocks, after two equity distributions in the 2025 half year and 2025 annual, the issuance price of this issuance of stocks has been adjusted from 278.72 yuan/share to 277.22 yuan/share).

(2) Amount and purpose of raised funds

Due to the rapid progress of the humanized collagen FAST database and product development platform project planned to be invested this time, the company has invested its own funds first, and the planned investment in raised funds has been reduced from 1.15 billion yuan to 1 billion yuan; because the company currently has sufficient liquidity, the original planned investment of 850 million yuan in supplementary working capital projects has been cancelled. In summary, the total amount of funds raised in this issuance shall not exceed RMB 1,000,000,000.

Except for the above adjustments, other matters regarding the company's issuance to specific targets have not changed.

(3) New commitments of Yangshengtang

As the target of Shanxi Jinbo Biopharmaceutical Co., Ltd.'s issuance of stocks to specific targets in 2025, Yangshengtang Co., Ltd. has made the following commitments regarding the adjustment of the scale of funds raised in this issuance and the increase of holdings through the secondary market:

  1. The Company commits to launch a plan to increase its holdings of Jinbo Biotech stocks through the secondary market (hereinafter referred to as the “holding increase”) within 12 months from the date of the announcement of the completion of this issuance, that is, to complete the first holding increase transaction, and to complete the cumulative increase in holdings to a total amount of no less than RMB 1 billion within 18 months from the date of the announcement of the completion of this issuance.

  2. The company promises to raise and prepare corresponding funds in advance according to the schedule of this shareholding increase to ensure that the funds required for the shareholding increase plan are in time and fulfilled as scheduled. The Company confirms that the funds used for this shareholding increase are all the Company's own funds or legal funds raised in accordance with the law, and there is no use of funds from the issuer and its related parties, funds raised from outside, structured arrangements, holdings on behalf of others, or other circumstances that directly or indirectly harm the interests of the issuer and its small and medium-sized shareholders.

  3. The Company promises that the Jinbo Biotech shares acquired through the secondary market increase will not be transferred or disposed of within thirty-six months from the date of completion of securities registration and confirmation of the last additional shareholding; before the completion of the implementation of all shareholding increase plans, the Company’s increased holdings through the secondary market will not be transferred or disposed of. Regarding the reduction of holdings after the expiration of the above-mentioned sales restriction period, the company will strictly abide by the relevant provisions of laws, regulations, normative documents and the "Articles of Association" in effect at that time. If the above-mentioned lock-up period commitment is inconsistent with the latest regulatory opinions of the securities regulatory agencies, corresponding adjustments will be made based on the regulatory opinions of the relevant securities regulatory agencies.

  4. If 18 months have passed since the announcement of the completion of this issuance, the actual cumulative amount of Jinbo Biotech's shares held by the company through the secondary market does not reach RMB 1 billion, the company promises: The difference between the actual completed increase in holdings and RMB 1 billion will be donated in full in cash to Jinbo Biotech within one month after the expiration of this holding period to support Jinbo Biotech's "Humanized Collagen FAST Database and Product Development Platform Project." The company confirms that the aforementioned donation commitment is the true expression of the company's intention. Once made, it is legally binding, irrevocable, and cannot be subject to other conditions other than those stated in this commitment letter. If the Company is unable to complete the shareholding increase plan due to force majeure or objective obstacles such as changes in securities market trading rules and trading suspensions caused by reasons not caused by the Company, the Company shall still perform its donation obligations as agreed upon for the uncompleted portion and shall not be exempted or mitigated due to such objective obstacles.

  5. This increase in holdings is based on optimism about the long-term development prospects of Jinbo Biotech and established strategic cooperation arrangements, and is not for the purpose of seeking control of Jinbo Biotech. While the company and entities controlled by the company hold or control the issuer's shares, they will not seek, support or cooperate with other parties in seeking control of the issuer in any form, including but not limited to entrustment, solicitation of voting rights, agreements, alliances, and signing of concerted action agreements/entrusted voting agreements with other shareholders or potential shareholders of the issuer, their affiliates, and persons acting in concert.

  6. The Company confirms that the commitment letter issued regarding this issuance continues to be valid. Each commitment under this commitment letter constitutes the company's true, legal and effective expression of intention, and the company will strictly abide by and implement it. If any violation of any commitment under this commitment letter causes losses to Jinbo Biotech or other investors, the company is willing to assume corresponding legal responsibilities in accordance with the law.

The above-mentioned "date of issuance completion announcement" refers to the date of disclosure of the issuance status report.

For details, please refer to the "Announcement on Adjusting the Company's Number of Shares Issued to Specific Objects and Total Funds Raised in 2025 and Yangshengtang's Commitment to Increase Secondary Market Shareholdings of the Same Scale" (Announcement Number: 2026-083) disclosed by the company on the official website of the Beijing Stock Exchange (https://www.bse.cn).

  1. Voting results of the motion: 7 votes in favor; 0 votes against; 0 abstentions.

This proposal has been reviewed and approved by the special meeting of independent directors and the Strategy and Sustainable Development Committee.

  1. Avoidance of voting:

Related directors Yang Xia and Chen Bin have abstained from voting.

  1. Submit the voting status of the shareholders’ meeting:

This proposal does not need to be submitted to the shareholders' meeting for review.

(2) Consideration and approval of the "Proposal on the Company's Signing of the Supplementary Agreement to the Conditionally Effective Share Subscription and Strategic Cooperation Agreement" and Related Transactions

  1. Contents of the motion:

In view of the company's adjustments to the number of shares issued to specific objects and the total amount of funds raised in 2025, the company plans to sign the "Supplementary Agreement to the Conditionally Effective Share Subscription and Strategic Cooperation Agreement for Shanxi Jinbo Biopharmaceutical Co., Ltd.'s Issuance of Stocks to Specific Objects" with Yangshengtang Co., Ltd. regarding the aforementioned matters. For details, please refer to the "Announcement on the Signing of the Supplementary Agreement to the Conditionally Effective Share Subscription and Strategic Cooperation Agreement" and Related Transactions disclosed by the company on the official website of the Beijing Stock Exchange (https://www.bse.cn) (Announcement No.: 2026-084).

  1. Voting results of the motion: 7 votes in favor; 0 votes against; 0 abstentions.

This proposal has been passed by the independent directors’ special meeting, the audit committee’s review, and the strategy and sustainable development committee.

  1. Avoidance of voting:

Related directors Yang Xia and Chen Bin have abstained from voting.

  1. Submit the voting status of the shareholders’ meeting:

This proposal does not need to be submitted to the shareholders' meeting for review.

3. Documents for reference

"Resolution of the 25th Meeting of the Fourth Board of Directors of Shanxi Jinbo Biopharmaceutical Co., Ltd."

"Resolution of the Seventeenth Meeting of the Audit Committee of the Fourth Board of Directors of Shanxi Jinbo Biopharmaceutical Co., Ltd." "Resolution of the Eighth Special Meeting of Independent Directors of the Fourth Board of Directors of Shanxi Jinbo Biopharmaceutical Co., Ltd." "Resolution of the Fifth Meeting of the Strategy and Sustainable Development Committee of the Fourth Board of Directors of Shanxi Jinbo Biopharmaceutical Co., Ltd."

Board of Directors of Shanxi Jinbo Biopharmaceutical Co., Ltd.

September 28, 2026