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

May 21, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

PROPOSED PARTICIPATION IN THE H SHARE FULL CIRCULATION PLAN BY THE COMPANY

PROPOSED CHANGES IN BUSINESS SCOPE

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

ELECTION OF A MEMEBR OF THE NONIMATION COMMITTEE

PROPOSED PARTICIPATION IN THE H SHARE FULL CIRCULATION PLAN

This part is made by Jiangsu Recbio Technology Co., Ltd. (the "Company") pursuant to Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "Inside Information Provisions") and Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules").

Reference is made to the Guidelines on Application for "Full Circulation" of Domestic Unlisted Shares of H-share Companies (《H股公司境內未上市股份申請「全流通」業務指引》) issued by the China Securities Regulatory Commission (the "CSRC") on November 14, 2019 and further amended on August 10, 2023 (the "Guidelines").

In view of the Guidelines, the board of directors of the Company (the "Board") is pleased to announce that, on May 21, 2025, the Board considered and approved the proposed conversion of 141,953,490 unlisted shares of the Company into H shares of the Company (the "H Share Full Circulation"). Upon obtaining all relevant filings and approvals (including the filings with the CSRC and approvals from the Stock Exchange) and having complied with all applicable laws, rules and regulations, such unlisted shares shall be converted into H shares and the Company will apply to the Stock Exchange for the listing of, and permission to deal in, such H shares on the Main Board (the "Conversion and Listing").

In accordance with the Articles of Association of Jiangsu Recbio Technology Co., Ltd. (the "Articles of Association") and applicable PRC laws, no general meeting of the Company is required to be convened to approve the H Share Full Circulation and the Conversion and Listing.

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Details of the plan of H Share Full Circulation are as follows:

As of the date of this announcement, the total share capital of the Company is 482,963,000 shares, the total number of H shares is 316,138,689 shares, accounting for 65.46% of the total share capital; the total number of unlisted shares is 166,824,311 shares, accounting for 34.54% of the total share capital.

After communication with all shareholders holding unlisted shares of the Company, as of the date of this announcement, the number of shares intended for the application for the H Share Full Circulation is 141,953,490 shares, accounting for 85.09% of all unlisted shares and 29.39% of the total share capital of the Company. Upon the completion of the H Share Full Circulation, the total number of H shares of the Company shall become 458,092,179 shares, accounting for 94.85% of the total share capital of the Company. Among the intention to apply for the H Share Full Circulation, the 141,953,490 shares to be applied for the H Share Full Circulation are domestic shares and unlisted foreign shares.

Holders of the unlisted shares participating in the application for the H Share Full Circulation are as follows:

No.	Name of shareholder	Class of share	Number of unlisted shares (share)	Shareholding percentage of unlisted shares	Number of shares proposed for full circulation (share)	Percentage of full circulation in unlisted shares held
1	LIU Yong	Domestic shares	193,943	0.0402%	193,943	100.00%
2	Taizhou Yuangong Technology Partnership (Limited Partnership)	Domestic shares	62,147,715	12.8680%	62,147,715	100.00%
3	Taizhou Ruibaitai Pharmaceutical Technology Partnership (Limited Partnership)	Domestic shares	8,076,923	1.6724%	8,076,923	100.00%
4	Taizhou Baibei Biotechnology Partnership (Limited Partnership)	Domestic shares	1,143,750	0.2368%	1,143,750	100.00%
5	Taizhou Guquan Biotechnology Partnership (Limited Partnership)	Domestic shares	1,143,750	0.2368%	1,143,750	100.00%
6	Beijing Junlian Shengyuan Equity Investment Enterprise (Limited Partnership)	Domestic shares	7,084,855	1.4670%	7,084,855	100.00%
7	Zhuhai Junlian Yongshuo Equity Investment Enterprise (Limited Partnership)	Domestic shares	3,380,400	0.6999%	3,380,400	100.00%

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No.	Name of shareholder	Class of share	Number of unlisted shares (share)	Shareholding percentage of unlisted shares	Number of shares proposed for full circulation (share)	Percentage of full circulation in unlisted shares held
8	Shenzhen Fuhai Juanyong II Venture Capital Enterprise (Limited Partnership)	Domestic shares	5,452,020	1.1289%	1,817,340	33.33%
9	Shenzhen Fuhai Juanyong III Venture Capital Enterprise (Limited Partnership)	Domestic shares	1,038,460	0.2150%	346,153	33.33%
10	Shenzhen Qianhai Kekong Fuhai Youxuan Venture Capital Investment Partnership (Limited Partnership)	Domestic shares	991,275	0.2052%	330,425	33.33%
11	Shenzhen Fuhai Youxuan II High Technology Venture Capital Investment Partnership (Limited Partnership)	Domestic shares	692,310	0.1433%	230,770	33.33%
12	Shenzhen Nanshan OFC Small and Medium Venture Capital Investment Fund Partnership (Limited Partnership)	Domestic shares	495,640	0.1026%	165,213	33.33%
13	Shenzhen Yingkejin Investment Management Partnership (Limited Partnership)	Domestic shares	4,525,393	0.9370%	4,525,393	100.00%
14	Liuyang Woyang Health Industry Investment Partnership (Limited Partnership)	Domestic shares	2,081,680	0.4310%	2,081,680	100.00%
15	Changsha Woyang Phase II Health Industry Investment Partnership (Limited Partnership)	Domestic shares	2,031,287	0.4206%	2,031,287	100.00%
16	Shenzhen Luewei Investment Management Partnership (Limited Partnership)	Domestic shares	429,553	0.0889%	429,553	100.00%
17	Shenzhen Sequoia Hanchen Equity Investment Partnership (Limited Partnership)	Domestic shares	8,962,500	1.8557%	4,481,250	50.00%
18	Ningbo Meishan Bonded Port Areas Haojin Zhitong Venture Capital Investment Partnership (Limited Partnership)	Domestic shares	2,645,927	0.5479%	2,645,927	100.00%

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No.	Name of shareholder	Class of share	Number of unlisted shares (share)	Shareholding percentage of unlisted shares	Number of shares proposed for full circulation (share)	Percentage of full circulation in unlisted shares held
19	Ganzhou Haojin Zhiyuan Equity Investment Center (Limited Partnership)	Domestic shares	2,164,947	0.4483%	2,164,947	100.00%
20	Nanjing Tsingsong Medical Health Industry Investment Partnership (Limited Partnership)	Domestic shares	1,758,325	0.3641%	1,758,325	100.00%
21	Shenzhen Tsingsong Chengtou Investment Partnership (Limited Partnership)	Domestic shares	1,383,325	0.2864%	1,383,325	100.00%
22	Wuhan Chengyelian Equity Investment Enterprise (Limited Partnership)	Domestic shares	2,551,150	0.5282%	2,551,150	100.00%
23	Guangdong Yifang Tengda Equity Investment Partnership (Limited Partnership)	Domestic shares	1,250,000	0.2588%	1,250,000	100.00%
24	Yifang Huida Venture Capital (Guangdong) Investment Partnership (Limited Partnership)	Domestic shares	1,250,000	0.2588%	1,250,000	100.00%
25	Jiangsu Taizhou Guangkong Industry Investment Partnership (Limited Partnership)	Domestic shares	991,275	0.2052%	991,275	100.00%
26	Springleaf Investments Pte. Ltd.	Unlisted foreign shares	12,000,000	2.4847%	12,000,000	100.00%
27	Shanghai Jiyue Enterprise Management Partnership (Limited Partnership)	Domestic shares	8,318,800	1.7225%	8,318,800	100.00%
28	Shanghai Jixuan Enterprise Management Consulting Partnership (Limited Partnership)	Domestic shares	8,029,340	1.6625%	8,029,340	100.00%
Total		-	152,214,543	31.5168%	141,953,490	-

The number of H shares to be applied for conversion under the H Share Full Circulation shall be adjusted accordingly upon the occurrence of events including bonus issue and the conversion of capital reserve to share capital for the shares of the Company prior to the completion of the share conversion.

The H Share Full Circulation will be completed by the Company at its appropriate opportunity within the validity period of the filing/approval after obtaining the filing with the CSRC and the listing approval from the Stock Exchange.

As at the date of this announcement, the Company has not applied to the CSRC for the H Share Full Circulation and details of the implementation plan of the H Share Full Circulation and the Conversion and Listing have not been finalized. The Company will make further announcement(s) on the progress of the H Share Full Circulation and the Conversion and Listing in accordance with the Inside Information Provisions and/or the requirements of the Listing Rules.

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The H Share Full Circulation and the Conversion and Listing are subject to other relevant procedures as required by the CSRC, the Stock Exchange and other domestic and overseas regulatory authorities. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

PROPOSED CHANGE 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).

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 of the Company at the general meeting of the Company by way of ordinary resolution; (ii) the resolution regarding the proposed amendments to the Articles of Association being considered and approved by the shareholders of the Company at the general meeting of the Company 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 general meeting of the Company. 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.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

This part is made by the Company pursuant to Rule 13.51(1) of the Listing Rules.

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).
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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.

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The proposed amendments to the Articles of Association are subject to the consideration and approval by way of special resolution at the general meeting of the Company. 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 general meeting of the Company. The existing Articles of Association will remain in force until the revised Articles of Association takes effect.

ELECTION OF A MEMEBR OF THE NONIMATION COMMITTEE

The Board is pleased to announce that Ms. CHEN Qingqing was elected by the Board as a member of the nomination committee of the second session of the Board at the Board meeting held on May 21, 2025, which shall take effect from the date of the consideration and approval by the Board until the conclusion of the second session of the Board.

GENERAL

The above proposed changes in business scope and proposed amendments to the Articles of Association have been considered and approved by the Board of the Company. A circular containing, among other things, proposed changes in business scope and proposed amendments to the Articles of Association and a notice convening the general meeting will be published in due course.

By order of the Board

Jiangsu Recbio Technology Co., Ltd.

Dr. Liu Yong

Chairman

Jiangsu Province, the PRC, May 21, 2025

As at the date of this announcement, 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.

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