THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, you should consult your stockbroker, other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Jiangsu Recbio Technology Co., Ltd., you should at once hand this circular together with the form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

This circular appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

瑞科生物
RECBIO

Jiangsu Recbio Technology Co., Ltd.
江蘇瑞科生物技術股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2179)

(1) 2024 FINANCIAL ACCOUNTS REPORT
(2) 2025 FINANCIAL BUDGET REPORT
(3) 2024 WORK REPORT OF THE BOARD OF DIRECTORS
(4) 2024 ANNUAL REPORT
(5) 2024 WORK REPORT OF THE SUPERVISORY BOARD
(6) ENGAGEMENT OF AUDITORS FOR 2025
(7) 2025 REMUNERATION SCHEME FOR DIRECTORS AND SUPERVISORS
(8) 2024 PROFIT DISTRIBUTION PLAN
(9) GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE ADDITIONAL SHARES OF THE COMPANY
(10) PROPOSED APPOINTMENT OF THE BOARD OBSERVER
(11) PROPOSED CHANGES IN BUSINESS SCOPE
(12) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
NOTICE OF 2024 ANNUAL GENERAL MEETING

A notice convening the AGM of Jiangsu Recbio Technology Co., Ltd. to be held at 10:00 a.m. on Friday, June 20, 2025 at Conference Room, 3/F, Building G29, Standard Plant, China Medical City Phase 6, Medical High-tech District, Taizhou City, Jiangsu Province, the PRC is set out in this circular. A form of proxy for use at the AGM is also enclosed. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.recbio.cn).

Shareholders who intend to appoint a proxy to attend the AGM shall complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s headquarters and registered office in the PRC (for holders of Domestic Shares and Unlisted Foreign Shares) or H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) not less than 24 hours before the time fixed for holding the AGM (i.e. not later than 10:00 a.m. on Thursday, June 19, 2025) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof if they so wish.

References to dates and times in this circular are to Hong Kong dates and times.

May 30, 2025

CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
APPENDIX I 2024 WORK REPORT OF THE SUPERVISORY BOARD ... 16
APPENDIX II 2024 WORK REPORT OF INDEPENDENT
NON-EXECUTIVE DIRECTORS ... 21
NOTICE OF 2024 ANNUAL GENERAL MEETING ... 37

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

"AGM" or "Annual General Meeting"
the 2024 annual general meeting of the Company to be held at 10:00 a.m. on Friday, June 20, 2025

"Articles of Association"
the articles of association of Jiangsu Recbio Technology Co., Ltd., as amended, supplemented or otherwise modified from time to time

"Board of Directors" or "Board"
the board of Directors of the Company

"China" or "PRC"
the People's Republic of China, for the purpose of this circular and for geographical reference only and except where the context requires, references to "China" and the "PRC" in this circular do not include Hong Kong, the Macao Special Administrative Region of the PRC, and Taiwan region

"Company"
Jiangsu Recbio Technology Co., Ltd. (江蘇瑞科生物技術股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2179)

"Company Law"
the Company Law of the People's Republic of China (《中華人民共和國公司法》), as amended, supplemented or otherwise modified from time to time

"CSRC"
China Securities Regulatory Commission (中國證券監督管理委員會)

"Director(s)"
the director(s) of the Company

"Domestic Share(s)"
ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi by domestic investors

"H Share(s)"
overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Stock Exchange and traded in Hong Kong Dollars

DEFINITIONS

“H Share Registrar”	Computershare Hong Kong Investor Services Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Hong Kong Dollars” or “HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Latest Practicable Date”	May 27, 2025, being the latest practicable date prior to the publication of this circular for ascertaining certain information in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
“RMB” or “Renminbi”	Renminbi, the lawful currency of the PRC
“SFO”	Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time
“Share(s)”	share(s) in the share capital of the Company with a nominal value of RMB1.00 each, comprising Domestic Share(s), Unlisted Foreign Share(s) and H Share(s)
“Shareholder(s)”	holder(s) of the Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisor(s)”	the supervisor(s) of the Company
“Supervisory Board”	the board of Supervisors of the Company
“treasury Share(s)”	has the meaning ascribed to it under the Listing Rules
“Unlisted Foreign Share(s)”	ordinary share(s) issued by the Company with a nominal value of RMB1.00 each and are held by foreign investors and are not listed on any stock exchange

LETTER FROM THE BOARD

瑞科生物

—RECBI0—

Jiangsu Recbio Technology Co., Ltd.

江蘇瑞科生物技術股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2179)

Executive Directors

Dr. LIU Yong (劉勇) (Chairman and General Manager)
Mr. LI Bu (李布)
Ms. CHEN Qingqing (陳青青)
Dr. HONG Kunxue (洪坤學)

Non-executive Directors

Dr. WANG Ruwei (王如偉)
Dr. ZHANG Jiaxin (張佳鑫)
Dr. ZHOU Hongbin (周宏斌)
Mr. HU Houwei (胡厚偉)

Independent Non-executive Directors

Dr. XIA Lijun (夏立軍)
Mr. LIANG Guodong (梁國棟)
Prof. GAO Feng
Prof. YUEN Ming Fai (袁銘輝)

To the Shareholders

Dear Sir or Madam,

Headquarters and Registered Office in the PRC
No. 888 Yaocheng Avenue
Medical High-tech District
Taizhou City
Jiangsu Province
PRC

Principal Place of Business in Hong Kong
40th Floor, Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong

(1) 2024 FINANCIAL ACCOUNTS REPORT
(2) 2025 FINANCIAL BUDGET REPORT
(3) 2024 WORK REPORT OF THE BOARD OF DIRECTORS
(4) 2024 ANNUAL REPORT
(5) 2024 WORK REPORT OF THE SUPERVISORY BOARD
(6) ENGAGEMENT OF AUDITORS FOR 2025
(7) 2025 REMUNERATION SCHEME FOR DIRECTORS AND SUPERVISORS
(8) 2024 PROFIT DISTRIBUTION PLAN
(9) GRANT OF GENERAL MANDATE TO THE BOARD TO ISSUE
ADDITIONAL SHARES OF THE COMPANY
(10) PROPOSED APPOINTMENT OF THE BOARD OBSERVER
(11) PROPOSED CHANGES IN BUSINESS SCOPE
(12) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
AND
NOTICE OF 2024 ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

1 INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the AGM.

At the AGM, the following resolutions will be proposed to consider, and (if thought fit) approve:

2024 Financial Accounts Report;
2025 Financial Budget Report;
2024 Work Report of the Board of Directors;
2024 Annual Report;
2024 Work Report of the Supervisory Board;
Engagement of Auditors for 2025;
2025 Remuneration Scheme for Directors and Supervisors;
2024 Profit Distribution Plan;
Grant of General Mandate to the Board to Issue Additional Shares of the Company;
Proposed Appointment of the Board Observer;
Proposed Changes in Business Scope; and
Proposed Amendments to the Articles of Association.

Matters to be proposed at the AGM for the Shareholders' consideration only and not for approval include: listening to the 2024 Work Report of all Independent Non-executive Directors, the full text of which is set out in Appendix II to this circular.

In order to enable you to have a better understanding of the resolutions to be proposed at the AGM and to make an informed decision in the circumstances where sufficient and necessary information is available, we have provided detailed information in this circular to the Shareholders.

LETTER FROM THE BOARD

2 MATTERS TO BE CONSIDERED AT THE AGM

(1) 2024 Financial Accounts Report

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Financial Accounts Report, the full text of which is set out in the 2024 Annual Report.

(2) 2025 Financial Budget Report

An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Financial Budget Report.

According to the Company’s 2024 financial accounts, 2025 strategic objectives and business plans, with due consideration to industry conditions, market competition and demands, and after the analysis, research and discussion of the management, the Company’s research and development expenditure in 2025 is budgeted at RMB556 million.

(3) 2024 Work Report of the Board of Directors

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Work Report of the Board of Directors, the full text of which is set out in the 2024 Annual Report.

(4) 2024 Annual Report

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Annual Report. The 2024 Annual Report is published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.recbio.cn).

(5) 2024 Work Report of the Supervisory Board

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Work Report of the Supervisory Board, the full text of which is set out in Appendix I to this circular.

(6) Engagement of Auditors for 2025

An ordinary resolution will be proposed at the AGM to consider and approve the engagement of Ernst & Young as the Company’s international auditor for 2025 and the engagement of Ernst & Young Hua Ming LLP as the Company’s domestic auditor for 2025, for a term from the date of approval at the AGM to the conclusion of the 2025 annual general meeting of the Company. A total remuneration of not more than RMB3.00 million for the engagement of the auditors for 2025 is proposed at the AGM for approval.

LETTER FROM THE BOARD

(7) 2025 Remuneration Scheme for Directors and Supervisors

An ordinary resolution will be proposed at the AGM to consider and approve the 2025 Remuneration Scheme for Directors and Supervisors.

In order to further improve the Company's incentive mechanism, effectively arouse the work enthusiasm and creativity of the Company's Directors and Supervisors, and promote the Company to further improve work efficiency and operational effectiveness, the Company, with reference to the salary level of the Company's Directors and Supervisors in 2024, has formulated the 2025 Remuneration Scheme for Directors and Supervisors, details of which are as follows:

I. Applicable targets: Directors and Supervisors of the Company
II. Applicable period of the scheme: January 1, 2025 to December 31, 2025
III. Salary standard:

Salary standard of Directors:

(1) Non-independent Directors are paid according to their positions in the Company, and if he/she concurrently serves as executive Director, his/her allowance shall be included in his/her salary paid for his/her positions in the Company and in the amount which is the same as that of the independent non-executive Directors; Directors who do not hold positions in the Company shall not receive salary from the Company except for reasonable remuneration paid to them based on the specific services rendered to the Company by them and upon completion of the necessary decision-making process;
(2) Allowance for independent non-executive Directors is HK$320,000/year (before tax).

Salary standard of Supervisors:

Supervisors who work in the Company shall receive salary according to their positions and shall not receive Supervisors' allowance separately; Supervisors who do not work in the Company shall not receive salary from the Company.

LETTER FROM THE BOARD

IV. Others

For Directors and Supervisors of the Company who leave office due to change of term, re-election or resignation during their terms of office, their salary shall be calculated and paid according to their actual terms of office.
The salary of Directors and Supervisors of the Company shall be paid on schedule in accordance with the regulations of the Company. The Company may adjust the remuneration scheme according to the industry conditions, actual operational conditions and specific performance of relevant personnel.

(8) 2024 Profit Distribution Plan

An ordinary resolution will be proposed at the AGM to consider and approve the 2024 Profit Distribution Plan. Considering the actual situations of the Company, the needs of long-term sustainable development, and the long-term interests of Shareholders, it is proposed that the Company will neither make profit distribution nor convert the capital reserve to increase the registered capital for the year 2024.

(9) Grant of General Mandate to the Board to Issue Additional Shares of the Company

A special resolution will be proposed at the AGM to consider and approve the Resolution on Grant of General Mandate to the Board to Issue Additional Shares of the Company.

In order to meet the capital requirements for the continuous development of the Company's business and to ensure and give the Board the flexibility to issue any new Shares if and when appropriate to the Company, and in accordance with the relevant laws and regulations such as the Listing Rules and the capital market practice, it is proposed at the AGM to grant a general mandate to the Board to issue, allot and deal with additional Shares in the share capital of the Company (including sale or transfer of any treasury Shares, if applicable) not exceeding 20% of the total number of issued Shares of the Company (excluding treasury Shares, if any) as at the date of passing the resolution regarding to the issue mandate. As at the Latest Practicable Date, the total number of issued Shares of the Company was 482,963,000 Shares. Subject to the passing of the resolution and on the basis that no new Shares will be issued prior to the AGM, the Company will be allowed under the issue mandate to allot and issue a maximum of 96,592,600 Shares.

(1) General Mandate to Issue Shares

(a) Subject to the conditions set out in (b) below, a resolution will be proposed at the AGM to authorize the Board to issue Shares (H Shares and unlisted Shares, the same applies below) during the relevant period (as defined below).

LETTER FROM THE BOARD

(b) The number of H Shares and unlisted Shares (including sale or transfer of any treasury Shares, if applicable) authorized to be issued by the Board in aggregate shall not exceed 20% of the total number of the issued Shares (excluding treasury Shares, if any) as at the date of this resolution being approved at the AGM.

“relevant period” means the period from the date of the passing of this special resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company after the passing of this resolution (unless otherwise being extended by the passing of a special resolution at that meeting (whether or not with conditions being attached), such mandate will be lapsed); or

(ii) the date on which such mandate granted under this resolution is revoked or amended by a special resolution at any general meeting of the Company.

(2) Related Authorization

(a) To authorize the Board to formulate and implement the detailed issuance proposal, including but not limited to:

(i) the class and numbers of the Shares proposed to be issued;

(ii) pricing method and/or issue price (including the range of pricing);

(iii) the first and last date of the issuance;

(iv) the method of issuance, target of issuance and the use of proceeds;

(v) the timing of issuance, duration of issuance and whether or not to place Shares to existing Shareholders; and

(vi) other information needed to be included in the detailed issuance proposal as required by the relevant laws and regulations and other regulatory documents, relevant regulatory authorities and the requirements of the stock exchange of the place of listing.

LETTER FROM THE BOARD

(b) To authorize the Board to deal with the matters related to the increase of the registered capital of the Company to include the Shares authorized to be issued by the Company under this resolution and to make such amendments as it deems appropriate and necessary to the clauses related to the share capital and equity interest in the Articles of Association according to the issuance proposal, and to adopt and complete any other actions and procedures which are necessary for increasing the registered capital of the Company;

(c) To authorize the Board to engage professional advisers for matters related to the issuance, and to approve and execute all acts, deeds, documents and other related matters which are necessary, appropriate or advisable for share issuance; to approve and execute, on behalf of the Company, agreements related to the issuance, including but not limited to underwriting agreement, placing agreement, engagement agreements of professional advisers;

(d) To authorize the Board to approve and execute, on behalf of the Company, documents in connection with the issuance to be submitted to regulatory authorities, to carry out relevant approval procedures required by regulatory authorities and place where the Company is listed, and to complete all necessary filings, registrations and records with the relevant government authorities of Hong Kong and/or any other regions and jurisdictions (if applicable); and

(e) To authorize the Board to amend, as required by regulatory authorities within or outside the PRC, the related agreements and statutory documents.

The Board may only exercise the issuance proposal in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Listing Rules or all applicable laws, regulations and provisions of any other governments or regulatory authorities, and subject to obtaining approvals from the relevant government authorities.

(10) Proposed Appointment of the Board Observer

An ordinary resolution will be proposed at the AGM to consider and approve the Resolution on the Proposed Appointment of the Board Observer.

Reference is made to the announcement of the Company dated March 28, 2025 in relation to, among other things, the proposed appointment of the Board observer. The Board nominated Mr. CHEN Gang ("Mr. Chen") as an observer to the second session of the Board at the Board meeting held on March 28, 2025, with a term of office from the date of approval at the AGM to the date of expiry of the second session of the Board.

LETTER FROM THE BOARD

Mr. Chen, as a Board observer, will be able to attend the Board meetings and express his views on the Board issues, but will not participate in the voting of the Board. In addition, Mr. Chen, as a Board observer, will only be invited to attend Board meetings when the Board is considering proposals related to the Company's development strategies, industry development, and other relevant matters and he shall not attend Board meetings with proposals related to inside information such as financial results of the Company, nor shall he receive any Board meeting materials that may contain inside information. Mr. Chen also will not receive any remuneration from the Company as a Board observer.

Pursuant to Article 111 of the Articles of Association, the Board observer is subject to the same responsibilities and obligations regarding confidentiality, insider trading restrictions, and conflict of interest policies and procedures as Board members. Moreover, if the AGM approves the appointment of Mr. Chen as a Board observer, the Company will also enter into a service agreement with Mr. Chen, in which Mr. Chen's obligations in respect of confidentiality of information, restriction on insider trading and trading of securities will be strictly specified, and such agreement will be the same as that between the Company and the Directors.

Details of Mr. Chen's biography are as follows:

Mr. CHEN Gang (陳剛), aged 42, served as a senior consultant of L.E.K. Consulting (Shanghai) Co., Ltd. (艾意凱諮詢(上海)有限公司) from July 2007 to June 2011. From June 2013 to July 2015, he served as an investment director of Vivo Capital Equity Investment Management (Shanghai) Co., Ltd. (維梧股權投資管理(上海)有限公司). From July 2015 to March 2017, he served as the investment director of Shanghai Aland Investment Holdings Co., Ltd. (上海艾蘭得投資控股有限公司). From March 2017 to March 2019, he served as an investment director of Jiaxing Jifeng Equity Investment Management Co., Ltd. (嘉興濟峰股權投資管理有限公司). Since March 2019, he has been serving as the managing partner of LYFE Capital Equity Investment Management (Shanghai) Co., Ltd. (洲嶺私募基金管理(上海)有限公司). Mr. Chen currently also serves as a non-executive director of Shanghai HeartCare Medical Technology Corporation Limited (上海心璋醫療科技有限公司) (a company listed on the Main Board of the Stock Exchange, stock code: 6609), Shanghai Zhenge Biotech Co., Ltd. (上海臻格生物技術有限公司), Shenzhen ReeToo Biotech Co., Ltd. (深圳市瑞圖生物技術有限公司), Shanghai Shenqi Medical Technology Co., Ltd. (上海申淇醫療科技有限公司) and Shenzhen Edge Medical Co., Ltd. (深圳市精鋒醫療科技股份有限公司).

Mr. Chen obtained his bachelor's degree in clinical medicine from the Shanghai Medical College of Fudan University (復旦大學上海醫學院) in 2007 and master's degree in business administration from Northwestern University Kellogg School of Management in the U.S. in 2013 respectively.

The newly revised Company Law, which came into effect on July 1, 2024, has made important arrangements in corporate governance. In accordance with the new provisions of the Company Law, the Company intends to appoint employee representative Directors in the future. Employee representative Directors will be elected by the employee representative meeting and enjoy the same rights as other Directors, such as attending Board meetings and participating in the voting on Board resolutions. Also, employee representative Directors may serve as members of the Audit Committee of the Board. Additionally, the appointment of the Board observer is also one of the reasonable and feasible measures for the Company to respond to the new provisions of the Company Law and to actively optimize and strengthen the supervision of the Company. The Company has also sought PRC legal advice on the appointment of the Board observer and the Company's PRC legal adviser has confirmed that the appointment of the Board observer is not in breach of any mandatory or prohibited provisions of the PRC laws currently in force.

10 -

LETTER FROM THE BOARD

(11) Proposed Changes in Business Scope

An ordinary resolution will be proposed at the AGM to consider and approve the Resolution on the proposed changes in business scope.

Reference is made to the announcement of the Company dated May 21, 2025 in relation to, among other things, the proposed changes in business scope. In order to cater for the Company's business development, the Company proposed to change the business scope, the details of which are as follows (the specific business scope is subject to the approval of registration of the market supervision and administration authority):

Business scope before the change	Business scope after the change
Biotechnology research & development, technology transfer, technology consultation, self-operated and proxy import and export of commodities and technologies (except for commodities and technologies that are restricted by the state or prohibited from import and export). (Business activities subject to approval in accordance with the laws can only be carried out after approval by relevant authorities).	Licensed projects: pharmaceutical production (Business activities subject to approval in accordance with the laws can only be carried out after approval by relevant authorities, and the specific business projects are subject to the approval results); General projects: bio-based materials technology research & development; bio-based materials manufacturing; bio-based materials sales; biotechnology research & development, technology transfer, technology consultation, self-operated and proxy import and export of commodities and technologies (except for commodities and technologies that are restricted by the state or prohibited from import and export). (Business activities subject to approval in accordance with the laws can only be carried out after approval by relevant authorities).

Business scope before the change

Business scope after the change

Biotechnology research & development, technology transfer, technology consultation, self-operated and proxy import and export of commodities and technologies (except for commodities and technologies that are restricted by the state or prohibited from import and export). (Business activities subject to approval in accordance with the laws can only be carried out after approval by relevant authorities).

Licensed projects: pharmaceutical production (Business activities subject to approval in accordance with the laws can only be carried out after approval by relevant authorities, and the specific business projects are subject to the approval results); General projects: bio-based materials technology research & development; bio-based materials manufacturing; bio-based materials sales; biotechnology research & development, technology transfer, technology consultation, self-operated and proxy import and export of commodities and technologies (except for commodities and technologies that are restricted by the state or prohibited from import and export). (Business activities subject to approval in accordance with the laws can only be carried out after approval by relevant authorities).

The proposed changes in business scope is subject to the satisfaction of the following conditions: (i) the resolution regarding the proposed changes in business scope being considered and approved by the Shareholders at the AGM by way of ordinary resolution; (ii) the resolution regarding the proposed amendments to the Articles of Association being considered and approved by the Shareholders at the AGM by way of special resolution; and (iii) the registration of changes with the market supervision and administration authority in respect of the proposed changes in business scope. The Company will apply to the market supervision and administration authority for alteration of registration and filing procedures upon passing of the relevant resolution at the AGM. The proposed changes in business scope will take effect on the date on which the market supervision and administration authority issues the new business license.

LETTER FROM THE BOARD

(12) Proposed Amendments to the Articles of Association

A special resolution will be proposed at the AGM to consider and approve the Resolution on the proposed amendments to the Articles of Association.

Reference is made to the announcement of the Company dated May 21, 2025 in relation to, among other things, the proposed amendments to the Articles of Association. Pursuant to the Company Law of the People's Republic of China, the regulatory rules of the CSRC, the Stock Exchange and other relevant laws, regulations, regulatory documents and the Articles of Association, and in light of the needs in changes in the business scope and other operation and management needs of the Company, it is proposed to make certain amendments to the Articles of Association. The details are as follows:

Article Number	Before amendments	After amendments
Article 13	The business scope of the Company (to be finally determined by the local administration for market regulation) covers: biotechnology research & development, technology transfer, technology consultation, self-operated and proxy import and export of commodities and technologies (except for commodities and technologies that are restricted by the state or prohibited from import and export). (Business activities subject to approval in accordance with the laws can only be carried out after approval by relevant authorities).	The business scope of the Company (to be finally determined by the local administration for market regulation) covers: Licensed projects: pharmaceutical production (Business activities subject to approval in accordance with the laws can only be carried out after approval by relevant authorities, and the specific business projects are subject to the approval results); General projects: bio-based materials technology research & development; bio-based materials manufacturing; bio-based materials sales; biotechnology research & development, technology transfer, technology consultation, self-operated and proxy import and export of commodities and technologies (except for commodities and technologies that are restricted by the state or prohibited from import and export). (Business activities subject to approval in accordance with the laws can only be carried out after approval by relevant authorities).

LETTER FROM THE BOARD

The content of the above proposed amendments to the Articles of Association shall be subject to the final registration and filing of the market supervision and administration authority. Save for the above amendments, other provisions of the Articles of Association remain unchanged.

The amended Articles of Association will become effective from the date on which the proposed changes in business scope takes effect after being considered and approved at the AGM. The existing Articles of Association will remain in force until the revised Articles of Association takes effect.

Listening to Report

2024 Work Report of Independent Non-executive Directors

In accordance with the relevant regulatory requirements, all independent non-executive Directors have prepared their 2024 Work Report, the full text of which is set out in Appendix II to this circular for Shareholders' review but not for their approval.

3 THE AGM

The AGM will be held at 10:00 a.m. on Friday, June 20, 2025 at Conference Room, 3/F, Building G29, Standard Plant, China Medical City Phase 6, Medical High-tech District, Taizhou City, Jiangsu Province, the PRC by the Company. Notice convening the AGM is set out on pages 37 to 39 of this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.recbio.cn).

4 CLOSURE OF REGISTER OF MEMBERS OF H SHARES

The register of members of H Shares of the Company will be closed from Tuesday, June 17, 2025 to Friday, June 20, 2025, both days inclusive, during which period no transfer of H Shares will be registered, in order to determine the holders of the H Shares who are entitled to attend and vote at the AGM to be held on Friday, June 20, 2025. To be eligible to attend and vote at the AGM, all properly completed transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, June 16, 2025 for registration.

LETTER FROM THE BOARD

5 PROXY ARRANGEMENT

The form of proxy of the AGM is enclosed and published on the websites of the Stock Exchange and the Company.

If you intend to appoint a proxy to attend the AGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong; for holders of Domestic Shares and Unlisted Foreign Shares, the form of proxy should be delivered in person or by mail to the Company’s headquarters and registered office in the PRC in No. 888 Yaocheng Avenue, Medical High-tech District, Taizhou City, Jiangsu Province, the PRC, not less than 24 hours before the time fixed for holding the AGM (i.e. not later than 10:00 a.m. on Thursday, June 19, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

6 VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules, any vote of Shareholders at the general meetings must be taken by poll except where the chairman of the AGM, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company shall publish the poll results announcement in the manner prescribed under Rule 13.39(5) of the Listing Rules. Accordingly, the chairman of the AGM will exercise his/her power under the Articles of Association to demand a poll in relation to all the proposed resolutions at the AGM.

To the best of the Directors’ knowledge, information and belief, none of the Shareholders are required to abstain from voting on the above resolutions at the AGM.

7 RECOMMENDATION

The Board considers that all the resolutions proposed at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of these proposed resolutions at the AGM.

LETTER FROM THE BOARD

8 RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By order of the Board

Jiangsu Recbio Technology Co., Ltd.

Dr. LIU Yong

Chairman

Jiangsu Province, the PRC

May 30, 2025

15 -

APPENDIX I

2024 WORK REPORT OF THE SUPERVISORY BOARD

JIANGSU RECBIO TECHNOLOGY CO., LTD.

2024 REPORT OF THE SUPERVISORY BOARD

In 2024, in accordance with the laws and regulations such as the Company Law, the Securities Law, as well as the relevant provisions of the Articles of Association and the requirements of the Rules of Procedures of the Supervisory Board of the Company, the Supervisory Board, in the spirit of being responsible to all Shareholders, diligently performed the duties and powers bestowed upon it at the general meeting, operated in compliance, made scientific decisions and actively promoted the development of the Company's businesses. By closely centering on the overall strategic development goals of the Company and with the aim of rewarding Shareholders, the Company's work, with the joint efforts of the management and all staff, were advanced in an orderly way and maintained good momentum of development.

The work of the Supervisory Board in 2024 and the work plan for 2025 are hereby reported as follows:

I. WORK OF THE SUPERVISORY BOARD IN 2024

(I) Changes in members of the Supervisory Board

There was no change in the members of the Supervisory Board in 2024.

(II) The meetings convened and held by the Supervisory Board

In 2024, the Supervisory Board convened and held 5 meetings of the Supervisory Board pursuant to the laws. The notice, convening and voting procedures for the meetings were in compliance with the requirements of the Company Law and other laws and regulations as well as the Articles of Association and the Rules of Procedures of the Supervisory Board. The Supervisory Board considered and approved the following matters:

Session	Time of convening	Matter	Opinion
The ninth meeting of the first session of the Supervisory Board of Jiangsu Recbio Technology Co., Ltd.	February 26, 2024	Resolution on 2023 Work Report of the Supervisory Board of the Company	Approved

APPENDIX I

2024 WORK REPORT OF THE SUPERVISORY BOARD

Session	Time of convening	Matter	Opinion
The tenth meeting of the first session of the Supervisory Board of Jiangsu Rechio Technology Co., Ltd.	March 20, 2024	Resolution on 2023 Financial Accounts Report of the Company, Resolution on 2023 Annual Results Announcement and Annual Report of the Company, Resolution on 2023 Profit Distribution Plan of the Company, Resolution on the Consideration of the Effectiveness of the Company's Risk Management and Internal Control System	Approved
The eleventh meeting of the first session of the Supervisory Board of Jiangsu Rechio Technology Co., Ltd.	April 15, 2024	Resolution on the Election of Non-employee Representative Supervisors of the Second Session of the Supervisory Board	Approved
The first meeting of the second session of the Supervisory Board of Jiangsu Rechio Technology Co., Ltd.	May 8, 2024	Resolution on the Election of QIAO Weiwei as the Chairman of the Second Session of the Supervisory Board of the Company	Approved
The second meeting of the second session of the Supervisory Board of Jiangsu Rechio Technology Co., Ltd.	August 20, 2024	Resolution on 2024 Interim Results Announcement and Interim Report of the Company, Resolution on the Consideration of the Effectiveness of the Company's Risk Management and Internal Control System	Approved

APPENDIX I

2024 WORK REPORT OF THE SUPERVISORY BOARD

(III) The work of the Supervisory Board mainly included but was not limited to:

attending general meetings to understand the operation of the general meetings;
attending the meetings of the Board of the Company as needed to understand the operation of the Board;
reviewing the financial reports of the Company;
reviewing the regular reports of the Company prepared by the Board of the Company;
supervising the conduct of Directors and senior management of the Company in the discharge of their duties;
supervising the internal control of the Company.

II. OPINIONS OF THE SUPERVISORY BOARD ON RELEVANT MATTERS OF THE COMPANY IN 2024

(I) Operation Compliance of the Company

The Supervisory Board believed that, in 2024, the consideration and decision-making of the Company's major issues were reasonable and lawful; the Board earnestly implemented each resolution of the general meetings to protect the interests of all Shareholders and the Company from being harmed; the development strategy formulated by the management of the Company was implemented in daily operations to ensure the sustainable and stable development of the Company; the Directors and senior management of the Company were dedicated to their duties, diligent and responsible, and they were not aware of any behaviors in violation of laws and regulations, the Articles of Association, or against the interests of the Company or Shareholders.

(II) Inspecting Financial Position of the Company

During the reporting period, the Supervisory Board carefully inspected the implementation of the Company's financial systems and strengthened the supervision of the Company's financial status and financial results. The Supervisory Board believed that the Company's financial system was sound, the internal control system was perfect, the financial operation was standardized, the financial position was healthy, and the Company's financial report gave a true view of the financial position and the operating results of the Company.

APPENDIX I

2024 WORK REPORT OF THE SUPERVISORY BOARD

(III) Internal Control Standards of the Company

The Company followed the basic principles of internal control, combined with its own actual situation, and constantly improved the Company’s internal control system, in line with the requirements of relevant national laws and regulations. The Company’s internal control was effectively implemented, and the establishment of the internal control system played a good role in risk prevention and control in all aspects of the Company’s operation and management, ensuring the integrity and safety of the Company’s assets and the normal operation of business activities. The Company’s internal control organization structure was complete, and the implementation and supervision of key internal control activities were full and effective.

(IV) Integrity and Self-discipline

The Directors and senior management of the Company strictly regulated themselves to abide by the laws and regulations with honesty and self-discipline, and no illegal acts due to personal interests were found.

(V) Related Party Transactions of the Company

During the reporting period, the Company had no related party transactions.

(VI) External Guarantees of the Company

During the reporting period, the Company had no external guarantees.

III. WORK PLAN FOR 2025

In 2025, the members of the Company’s Supervisory Board will take the established strategic principles of the Company as the core and strictly fulfill the duties and responsibilities delegated to the Supervisory Board in accordance with national laws and regulations and the Articles of Association. The Supervisory Board of the Company will diligently carry out its duties, conduct in-depth supervision and inspection, supervise the Company’s standardized operation, improve the corporate governance structure of the Company and strive to protect the interests of Shareholders and the Company, as well as promote the sustainable development of the Company:

(I) attending general meetings of the Company and paying close attention to the operation of the general meetings as well as the Company’s business decisions to ensure normal operation of the Company;

(II) attending the meetings of Board of Directors of the Company as needed, actively participating in various work meetings organized and convened by the Company, and keeping abreast of the operation of the Board of Directors and the operation and development of the Company to ensure normal operation of the Company;

APPENDIX I

2024 WORK REPORT OF THE SUPERVISORY BOARD

(III) further reinforcing the supervision and inspection of the financial position of the Company;

(IV) supervising the compliance and due diligence of the Directors and senior management of the Company;

(V) further strengthening the supervision over the Company's operation, determining the high-risk area of internal control according to the Company's operation, continuously improving risk control, optimizing relevant business processes, improving management efficiency, and promoting the Company's business development;

(VI) continuing to strengthen its own construction, actively participating in online and offline training and communication activities organized by the regulatory authorities and the Company, earnestly learning about laws and regulations, financial management, internal control construction, corporate governance, etc., continuously improving the professional competence on the capital market and the level of supervision and inspection, preventing and avoiding legal compliance risks to promote the normal operation of the Company, and better protecting the rights and interests of the Company and its Shareholders.

Jiangsu Recbio Technology Co., Ltd.

February 18, 2025

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

JIANGSU RECBIO TECHNOLOGY CO., LTD.

2024 WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

In 2024, in accordance with the provisions and requirements of the Company Law of the People's Republic of China, the Articles of Association and the Working Procedures of the Independent Non-executive Directors of the Company, I, as an independent non-executive director of Jiangsu Recbio Technology Co., Ltd. (the "Company"), diligently performed the duties and obligations as an independent non-executive director, conscientiously exercised the rights conferred by the Company and Shareholders, proactively participated in the Company's Shareholders' meetings, Board meetings and special committee meetings, expressed fair and objective independent opinions on the major matters considered by the Board of Directors of the Company, and made suggestions for the long-term development of the Company, thus promoting the scientific decision-making and standardized operation of the Board.

I hereby report on my performance of duties as an independent non-executive director in 2024 as follows:

I. BASIC INFORMATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

As at December 31, 2024, the second session of the Board consisted of 12 directors, including 4 independent non-executive directors, namely Mr. LIANG Guodong, Mr. GAO Feng, Mr. YUEN Ming Fai and me, accounting for one-third of the members of the Board, which is in compliance with relevant laws and regulations.

The Board has three committees, i.e. the Audit Committee, the Remuneration and Appraisal Committee, and the Nomination Committee. Except for the Nomination Committee, the other two committees are both chaired by independent non-executive directors.

II. ANNUAL PERFORMANCE OF DUTIES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

During my tenure in 2024, I attended 2 Shareholders' meetings and 7 Board meetings of the Company, carefully considered the proposals involved, and expressed independent opinions in accordance with relevant regulations, thereby performing my duties diligently and faithfully. In my opinion, the meetings were convened in accordance with mandatory procedures and the provisions of laws, regulations and the Article of Association.

As an independent non-executive director of the Company, I gained insights into the operations of the Company by conducting on-site inspections, hearing reports, reading relevant materials and participating in discussions, and proactively used my professional knowledge to promote the scientific decision-making of the Board. Before each meeting of the Board, I would take the initiative to understand and obtain the information and materials needed to make decisions, and review the meeting documents and related materials in detail. During the meeting, I carefully considered each proposal, actively participated in the discussion and made reasonable suggestions and comments, and expressed independent opinions based on my professional expertise and experience.

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

I took every meeting of the Board seriously and rigorously, and had no absence without reason.

The management of the Company attaches great importance to the communication with independent non-executive directors and actively cooperates with and supports the work of independent non-executive directors, which creates favorable conditions for independent non-executive directors to perform their duties. The management regularly reports to the independent non-executive directors on the Company's financial situation and operations and the progress of major events. The Company reports to the independent non-executive directors on the important policies of the regulatory authorities and the operations and management of the Company, and communicates with the independent non-executive directors on the business issues of their concern. The management of the Company responds to or adopts the questions, opinions and suggestions put forward by independent non-executive directors in a timely manner. The communication between independent non-executive directors and the management is smooth without obstacles.

III. KEY MATTERS OF CONCERN TO INDEPENDENT NON-EXECUTIVE DIRECTORS FOR ANNUAL PERFORMANCE OF DUTIES

(I) Related party transactions

During the reporting period, the Company did not conduct any related party transactions.

(II) External guarantees

During the reporting period, the Company had no external guarantees.

(III) Implementation of the share incentive scheme

During the reporting period, I fully understood the implementation plan of the H share incentive scheme and the authorization arrangement of related matters, and believed that the incentive scheme is conducive to motivating the team and retaining and motivating the new core members of the team while fully recognizing the contribution made by the team.

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

(IV) Nomination of directors for the second session of the Board

During the reporting period, I reviewed the information about the candidates for non-independent directors of the second session of the Board. After learning about the occupation, education and work experience of each nominee, I believed that the candidates have the qualifications and ability to serve as directors of the Company. There is no circumstance where any candidate is not allowed to take office under the Company Law, the Articles of Association and other laws and regulations, nor has any candidate been punished by the CSRC and other relevant authorities or the stock exchange. As such, I agreed to the nomination of the candidates for non-independent directors of the second session of the Board.

(V) Remuneration of senior officers

During the reporting period, I carefully reviewed the performance of duties and remuneration of senior officers of the Company, and was of the view that the remuneration received by senior officers from the Company is consistent with the remuneration disclosed by the Company, and the payment of remuneration is in line with relevant laws, the Articles of Association, and other relevant rules and regulations. There was no adverse impact on the interests of the Company and minority Shareholders.

(VI) Appointment or replacement of accounting firm

During the reporting period, the Company did not change the accounting firm.

(VII) Implementation of information disclosure

During the reporting period, the Company's information disclosure followed the three principles of "openness, fairness and impartiality". The information disclosure personnel of the Company disclosed information in a timely, accurate and complete manner in accordance with the requirements of laws and regulations.

(VIII) Implementation of the risk management and internal control system of the Company

During the reporting period, the Company's internal audit department inspected key matters relating to accounting practices and all material controls and confirmed that the Company had implemented the effective risk management and internal control system with respect to accounting, internal audit, financial reporting functions, and resources, staff qualifications and experience related to the Company's environmental, social and governance performance and reporting, and the training courses received by employees and the related budgets were adequate.

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

(IX) Operation of the Board and its special committees

During the reporting period, the Board of the Company held a total of 7 meetings. The procedures for convening the meetings were in line with the provisions of the Articles of Association and the Rules of Procedure of the Board of Directors; the meeting notices and meeting materials were delivered in time; the content of the proposals involved was true, accurate and complete; the voting procedures of the Board were legal; and the voting results of the Board meetings were legal and valid. The Audit Committee, the Remuneration and Appraisal Committee and the Nomination Committee of the Board was established. According to the actual situation of the Company, each special committee, in line with its respective working systems, was able to faithfully perform its duties in a conscientious, responsible, diligent and honest manner, giving full play to the important role of the special committees in the work of the Board.

IV. OVERALL EVALUATION AND RECOMMENDATION

As an independent non-executive director of the Company, I earnestly performed my duties in the principles of objectivity, impartiality and independence, carefully reviewed the major matters resolved by the Board, and exercised my voting rights independently, prudently and objectively, thereby safeguarding the legitimate rights and interests of the Company and social public shareholders.

In 2025, I will continue to faithfully perform the duties as an independent non-executive director in accordance with the requirements of relevant laws and regulations, and make full use of my professional knowledge and experience to provide more constructive suggestions for the development of the Company, so as to promote the stable and rapid development of the Company and better safeguard the overall interests of the Company and the legitimate rights and interests of all Shareholders.

This report is hereby given.

Board of Directors of Jiangsu Recbio Technology Co., Ltd.

Independent Non-executive Director: XIA Lijun

March 28, 2025

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

JIANGSU RECBIO TECHNOLOGY CO., LTD.

2024 WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

I hereby report on my performance of duties as an independent non-executive director in 2024 as follows:

I. BASIC INFORMATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

As at December 31, 2024, the second session of the Board consisted of 12 directors, including 4 independent non-executive directors, namely Mr. XIA Lijun, Mr. GAO Feng, Mr. YUEN Ming Fai and me, accounting for one-third of the members of the Board, which is in compliance with relevant laws and regulations.

II. ANNUAL PERFORMANCE OF DUTIES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

I took every meeting of the Board seriously and rigorously, and had no absence without reason.

III. KEY MATTERS OF CONCERN TO INDEPENDENT NON-EXECUTIVE DIRECTORS FOR ANNUAL PERFORMANCE OF DUTIES

(I) Related party transactions

During the reporting period, the Company did not conduct any related party transactions.

(II) External guarantees

During the reporting period, the Company had no external guarantees.

(III) Implementation of the share incentive scheme

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

(IV) Nomination of directors for the second session of the Board

(V) Remuneration of senior officers

(VI) Appointment or replacement of accounting firm

During the reporting period, the Company did not change the accounting firm.

(VII) Implementation of information disclosure

(VIII) Implementation of the risk management and internal control system of the Company

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

(IX) Operation of the Board and its special committees

IV. OVERALL EVALUATION AND RECOMMENDATION

This report is hereby given.

Board of Directors of Jiangsu Recbio Technology Co., Ltd.
Independent Non-executive Director: LIANG Guodong
March 28, 2025

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

JIANGSU RECBIO TECHNOLOGY CO., LTD.

2024 WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

I hereby report on my performance of duties as an independent non-executive director in 2024 as follows:

I. BASIC INFORMATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

As at December 31, 2024, the second session of the Board consisted of 12 directors, including 4 independent non-executive directors, namely Mr. XIA Lijun, Mr. LIANG Guodong, Mr. YUEN Ming Fai and me, accounting for one-third of the members of the Board, which is in compliance with relevant laws and regulations.

II. ANNUAL PERFORMANCE OF DUTIES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

I took every meeting of the Board seriously and rigorously, and had no absence without reason.

III. KEY MATTERS OF CONCERN TO INDEPENDENT NON-EXECUTIVE DIRECTORS FOR ANNUAL PERFORMANCE OF DUTIES

(I) Related party transactions

During the reporting period, the Company did not conduct any related party transactions.

(II) External guarantees

During the reporting period, the Company had no external guarantees.

(III) Implementation of the share incentive scheme

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

(IV) Nomination of directors for the second session of the Board

(V) Remuneration of senior officers

(VI) Appointment or replacement of accounting firm

During the reporting period, the Company did not change the accounting firm.

(VII) Implementation of information disclosure

(VIII) Implementation of the risk management and internal control system of the Company

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

(IX) Operation of the Board and its special committees

IV. OVERALL EVALUATION AND RECOMMENDATION

This report is hereby given.

Board of Directors of Jiangsu Recbio Technology Co., Ltd.
Independent Non-executive Director: GAO Feng
March 28, 2025

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

JIANGSU RECBIO TECHNOLOGY CO., LTD.

2024 WORK REPORT OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

I hereby report on my performance of duties as an independent non-executive director in 2024 as follows:

I. BASIC INFORMATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

As at December 31, 2024, the second session of the Board consisted of 12 directors, including 4 independent non-executive directors, namely Mr. XIA Lijun, Mr. LIANG Guodong, Mr. GAO Feng and me, accounting for one-third of the members of the Board, which is in compliance with relevant laws and regulations.

II. ANNUAL PERFORMANCE OF DUTIES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

I took every meeting of the Board seriously and rigorously, and had no absence without reason.

III. KEY MATTERS OF CONCERN TO INDEPENDENT NON-EXECUTIVE DIRECTORS FOR ANNUAL PERFORMANCE OF DUTIES

(I) Related party transactions

During the reporting period, the Company did not conduct any related party transactions.

(II) External guarantees

During the reporting period, the Company had no external guarantees.

(III) Implementation of the share incentive scheme

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

(IV) Nomination of directors for the second session of the Board

(V) Remuneration of senior officers

(VI) Appointment or replacement of accounting firm

During the reporting period, the Company did not change the accounting firm.

(VII) Implementation of information disclosure

(VIII) Implementation of the risk management and internal control system of the Company

APPENDIX II

2024 WORK REPORT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

(IX) Operation of the Board and its special committees

IV. OVERALL EVALUATION AND RECOMMENDATION

This report is hereby given.

Board of Directors of Jiangsu Recbio Technology Co., Ltd.
Independent Non-executive Director: YUEN Ming Fai
March 28, 2025

NOTICE OF 2024 ANNUAL GENERAL MEETING

瑞科生物

—RECBI

Jiangsu Recbio Technology Co., Ltd.

江蘇瑞科生物技術股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2179)

NOTICE OF 2024 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 2024 Annual General Meeting (the “AGM”) of Jiangsu Recbio Technology Co., Ltd. (the “Company”) will be held at 10:00 a.m. on Friday, June 20, 2025 at Conference Room, 3/F, Building G29, Standard Plant, China Medical City Phase 6, Medical High-tech District, Taizhou City, Jiangsu Province, the People’s Republic of China for the following purposes (special resolution marked with *):

RESOLUTIONS

To consider and approve the Resolution on 2024 Financial Accounts Report of the Company;
To consider and approve the Resolution on 2025 Financial Budget Report of the Company;
To consider and approve the Resolution on 2024 Work Report of the Board of Directors of the Company;
To consider and approve the Resolution on 2024 Annual Report of the Company;
To consider and approve the Resolution on 2024 Work Report of the Supervisory Board of the Company;
To consider and approve the Resolution on Engagement of Auditors of the Company for 2025;
To consider and approve the Resolution on 2025 Remuneration Scheme for Directors and Supervisors of the Company;
To consider and approve the Resolution on 2024 Profit Distribution Plan of the Company;
37 -

NOTICE OF 2024 ANNUAL GENERAL MEETING

*To consider and approve the Resolution on Grant of General Mandate to the Board to Issue Additional Shares of the Company;
To consider and approve the Resolution on the Proposed Appointment of the Board Observer;
To consider and approve the Resolution on the Proposed Changes in Business Scope of the Company; and
*To consider and approve the Resolution on the Proposed Amendments to the Articles of Association.

By order of the Board
Jiangsu Recbio Technology Co., Ltd.
Dr. LIU Yong
Chairman

Jiangsu Province, the PRC
May 30, 2025

38 -

NOTICE OF 2024 ANNUAL GENERAL MEETING

Notes:

All resolutions at the AGM will be taken by poll (except where the chairman decides to allow a resolution relating purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The AGM will be held by way of on-site voting. The results of the poll will be published on the websites of the Company at www.recbio.cn and Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk after the AGM.
Any Shareholder entitled to attend and vote at the AGM convened by the above notice is entitled to appoint one or more proxies to attend and vote instead of him/her. A proxy need not be a Shareholder of the Company.
In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or authority, must be completed and returned to the Company's headquarters and registered office in the PRC (for holders of Domestic Shares and Unlisted Foreign Shares) or H Share Registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (for holders of H Shares), at least 24 hours before the AGM (i.e. before 10:00 a.m. on Thursday, June 19, 2025) or any adjournment thereof. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting at the AGM or any adjournment thereof should he/she so wish.
For the purpose of determining the list of holders of H Shares who are entitled to attend the AGM, the H Share Register of members of the Company will be closed from Tuesday, June 17, 2025 to Friday, June 20, 2025, both days inclusive, during which period no transfer of H shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of the H Shares shall ensure all transfer documents accompanied by the relevant share certificates must be lodged with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, June 16, 2025 for registration.
In case of joint Shareholders, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
Shareholders who attend the meeting in person or by proxy shall bear their own travelling and accommodation expenses.
A Shareholder or his/her proxy should provide proof of identity when attending the AGM.
Further details of the resolutions will be included in the circular of the Company dated May 30, 2025.
References to dates and times in this notice are to Hong Kong dates and times.

As at the date of this notice, the Board comprises Dr. LIU Yong as the chairman of the Board and an executive director, Mr. LI Bu, Ms. CHEN Qingqing and Dr. HONG Kunxue as executive directors, Dr. WANG Ruwei, Dr. ZHANG Jiaxin, Dr. ZHOU Hongbin and Mr. HU Houwei as non-executive directors, and Dr. XIA Lijun, Mr. LIANG Guodong, Professor GAO Feng and Professor YUEN Ming Fai as independent non-executive directors.

39 -

AI assistant

Jiangsu Recbio Technology Co., Ltd. — Proxy Solicitation & Information Statement 2025

50426_rns_2025-05-30_b60472a0-8949-4d5b-a6e8-bf694183702e.pdf

瑞科生物

Jiangsu Recbio Technology Co., Ltd.

Executive Directors

Non-executive Directors

Independent Non-executive Directors

To the Shareholders

1 INTRODUCTION

2 MATTERS TO BE CONSIDERED AT THE AGM

(1) 2024 Financial Accounts Report

(2) 2025 Financial Budget Report

(3) 2024 Work Report of the Board of Directors

(4) 2024 Annual Report

(5) 2024 Work Report of the Supervisory Board

(6) Engagement of Auditors for 2025

(7) 2025 Remuneration Scheme for Directors and Supervisors

IV. Others

(8) 2024 Profit Distribution Plan

(9) Grant of General Mandate to the Board to Issue Additional Shares of the Company

(1) General Mandate to Issue Shares

(10) Proposed Appointment of the Board Observer

(11) Proposed Changes in Business Scope

(12) Proposed Amendments to the Articles of Association

Listening to Report

2024 Work Report of Independent Non-executive Directors

3 THE AGM

4 CLOSURE OF REGISTER OF MEMBERS OF H SHARES

5 PROXY ARRANGEMENT

6 VOTING BY POLL

7 RECOMMENDATION

8 RESPONSIBILITY STATEMENT

JIANGSU RECBIO TECHNOLOGY CO., LTD.

2024 REPORT OF THE SUPERVISORY BOARD

I. WORK OF THE SUPERVISORY BOARD IN 2024

(I) Changes in members of the Supervisory Board

(II) The meetings convened and held by the Supervisory Board

(III) Internal Control Standards of the Company

(IV) Integrity and Self-discipline

(V) Related Party Transactions of the Company

(VI) External Guarantees of the Company

III. WORK PLAN FOR 2025

JIANGSU RECBIO TECHNOLOGY CO., LTD.

I. BASIC INFORMATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

II. ANNUAL PERFORMANCE OF DUTIES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

III. KEY MATTERS OF CONCERN TO INDEPENDENT NON-EXECUTIVE DIRECTORS FOR ANNUAL PERFORMANCE OF DUTIES

(I) Related party transactions

(II) External guarantees

(III) Implementation of the share incentive scheme

(IV) Nomination of directors for the second session of the Board

(V) Remuneration of senior officers

(VI) Appointment or replacement of accounting firm

(VII) Implementation of information disclosure

(VIII) Implementation of the risk management and internal control system of the Company

(IX) Operation of the Board and its special committees

IV. OVERALL EVALUATION AND RECOMMENDATION

JIANGSU RECBIO TECHNOLOGY CO., LTD.

I. BASIC INFORMATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

II. ANNUAL PERFORMANCE OF DUTIES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

III. KEY MATTERS OF CONCERN TO INDEPENDENT NON-EXECUTIVE DIRECTORS FOR ANNUAL PERFORMANCE OF DUTIES

(I) Related party transactions

(II) External guarantees

(III) Implementation of the share incentive scheme

(IV) Nomination of directors for the second session of the Board

(V) Remuneration of senior officers

(VI) Appointment or replacement of accounting firm

(VII) Implementation of information disclosure

(VIII) Implementation of the risk management and internal control system of the Company

(IX) Operation of the Board and its special committees

IV. OVERALL EVALUATION AND RECOMMENDATION

JIANGSU RECBIO TECHNOLOGY CO., LTD.

I. BASIC INFORMATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

II. ANNUAL PERFORMANCE OF DUTIES OF INDEPENDENT NON-EXECUTIVE DIRECTORS

III. KEY MATTERS OF CONCERN TO INDEPENDENT NON-EXECUTIVE DIRECTORS FOR ANNUAL PERFORMANCE OF DUTIES

(I) Related party transactions

(II) External guarantees

(III) Implementation of the share incentive scheme

(IV) Nomination of directors for the second session of the Board

(V) Remuneration of senior officers

Jiangsu Recbio Technology Co., Ltd. Proxy Solicitation & Information Statement 2025