Announcement of Shengxiang Biotechnology Co., Ltd. Regarding Joint Investment with Related Parties in Beijing Zheyuan Technology Co., Ltd.

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Stock Code: 688289 Stock Abbreviation: Shengxiang Bio Announcement No.: 2026-004

Shengxiang Biotechnology Co., Ltd. Announcement on Co-Investment with Related Parties in Beijing Zheyuan Technology Co., Ltd.

The company’s board of directors and all directors guarantee that the content of this announcement is free from any false records, misleading statements, or major omissions, and assume legal responsibility for its authenticity, accuracy, and completeness.

Key Highlights:

● Shengxiang Biotechnology Co., Ltd. (hereinafter referred to as “the Company” or “Shengxiang Bio”) plans to jointly invest in Beijing Zheyuan Technology Co., Ltd. (hereinafter referred to as “Zheyuan Tech”) with a related party, Hunan Jinfurong Shengxiang Bio Equity Investment Fund Partnership (Limited Partnership) (hereinafter referred to as “the Fund”). The Company will invest 40 million yuan of its own funds, and the Fund will invest 50 million yuan. After acquiring equity and capital increase transactions, the Company will hold 4.02% of Zheyuan Tech’s equity, and the Fund will hold 5.02%.

● This transaction is a joint investment with related parties, constituting a related-party transaction, but does not constitute a major asset reorganization as defined by the “Administrative Measures for Major Asset Restructuring of Listed Companies.”

● There are no significant legal obstacles to the implementation of this transaction.

● This transaction has been approved at the first extraordinary meeting of the third session of the company’s board of directors in 2026 and the first meeting of independent directors of the third session of the board in 2026. Related director Dai Lizhong has abstained from voting. This matter does not require approval from the shareholders’ meeting.

● Risk Reminder: (1) The relevant agreement for this transaction has not yet been officially signed. The Fund has submitted private fund filing procedures to the Asset Management Association of China. The approval process is still ongoing, and the transaction can only proceed after the filing is completed and approved through the fund’s decision-making process. Additionally, changes in equity will require registration and filing with market supervision authorities, and the specific implementation, progress, and outcome of this transaction are uncertain. (2) While the transaction aligns with the company’s strategic layout, future operating performance and investment returns are uncertain due to macroeconomic changes, industry policies, and operational factors. There is a risk that the investment may not meet expectations. The company will fulfill its disclosure obligations in a timely manner according to relevant laws and regulations.

1. Overview of External Investment with Related Parties

(1) Basic overview of the external investment

1. Transaction overview

To further implement the company’s strategic plan, improve the industrial chain layout in the “AI + Healthcare” field, and maintain overall competitiveness, the company plans to jointly invest in Beijing Zheyuan Technology Co., Ltd. with a related party, Hunan Jinfurong Shengxiang Bio Equity Investment Fund Partnership. The Fund is jointly established by the company and professional institutions. Details are disclosed in the company’s announcements on October 31, 2025, and February 12, 2026, on the Shanghai Stock Exchange website (www.sse.com.cn): “Announcement on the Establishment of a Fund with Professional Institutions and Related Transactions” (Announcement No.: 2025-066) and “Progress Announcement on the Establishment of a Fund with Professional Institutions and Related Transactions” (Announcement No.: 2026-001).

In this transaction, the company will invest 40 million yuan of its own funds, the Fund will invest 50 million yuan, and other investors will invest a total of 90 million yuan. After acquiring equity and capital increase transactions, the company will hold 4.02% of Zheyuan Tech’s equity. The overall details are as follows:

Unit: 10,000 yuan Currency: RMB

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2. Key elements of the transaction

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(2) Board approval

This transaction has been approved at the first extraordinary meeting of the third session of the company’s board of directors in 2026 and the first meeting of independent directors of the third session in 2026. Related director Dai Lizhong has abstained from voting. No approval from shareholders is required.

(3) Nature of the transaction

According to the “Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules” (hereinafter referred to as “the Listing Rules”), this transaction constitutes a related-party transaction. Please refer to “II. Basic information of related parties and transaction counterparties” under “(1) Related relationship explanation.” This transaction does not constitute a major asset reorganization as defined by the “Administrative Measures for Major Asset Restructuring of Listed Companies.”

(4) Historical related-party transactions

As of this related-party transaction (including this one), within the past 12 months, excluding transactions already approved by the company’s shareholders’ meeting, the related-party transaction amounts with the same or different related parties in the same category have not exceeded 1% of the company’s latest audited total assets or market value, so no shareholder approval is required.

2. Basic information of related parties and transaction counterparties

(1) Explanation of related relationships

The company is a limited partner of the Fund, with a committed contribution of 45.12% of the initial fundraising amount. The Fund’s general partner/manager is Changsha Shengweirongquan Venture Capital Co., Ltd. (“Shengweirongquan”), which has a three-member investment decision committee appointed by Shengweirongquan. Shengweirongquan is controlled by Dai Lizhong, the company’s chairman and general manager, and the company holds 30% of Shengweirongquan’s equity.

In summary, according to the “Listing Rules” and related regulations, the Fund is a related legal entity of the company. Apart from the above relationship, there are no other ownership, business, asset, debt, personnel, or other relations between the Fund and the company.

(2) Basic information of related parties

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(3) Basic information of transaction counterparties

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3. Basic information of the investment target

(1) Name and category of the investment target

The investment target in this transaction is equity in Zheyuan Tech, classified under “purchase of assets and external investment” under the Listing Rules.

(2) Basic information of the investment target

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The ownership of the investment target is clear, with no mortgages, pledges, or other transfer restrictions, no litigation, arbitration, or judicial measures such as seals or freezes, and no other circumstances hindering ownership transfer.

(3) Equity structure before and after this transaction

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Note: Differences in the detailed figures in the above table are due to rounding.

4. Pricing of the investment target

After multiple negotiations between the transferor and transferee, based on fairness, justice, and mutual benefit, considering Zheyuan Tech’s business operations, intellectual property and R&D potential, and synergy expectations in the AI + Healthcare field, and referencing the previous financing valuation of Zheyuan Tech, the final price was determined through full communication and consensus.

The transaction involves two steps: transfer of existing shares and capital increase. The company will pay a total of 40 million yuan to acquire 36.1241 million yuan of registered capital, holding 4.02% of the company after the transaction. The overall valuation of the target company for the transfer of existing shares is 690 million yuan, and the company will pay 3.33 million yuan to acquire 3.6381 million yuan of registered capital held by Hainan Xunfeng. Zheyuan Tech plans to increase registered capital by 14.6187 million yuan, with a pre-investment valuation of 850 million yuan, and the company will subscribe for 32.486 million yuan of registered capital with a payment of 36.6667 million yuan.

This transaction complies with relevant laws, regulations, and market rules, and does not harm the interests of the company or all shareholders, especially minority shareholders.

5. Main contents of the transaction agreement

(1) Equity transfer agreement

1. Parties

Transferor: Hainan Xunfeng

Transferee: Shengxiang Bio, the Fund, and other investors in this round

Target company: Zheyuan Tech

2. Transaction plan

Based on a valuation of 690 million yuan for the target company before this transaction, the transferor will transfer its entire registered capital of 163,714 yuan (fully paid) and all related rights and interests to the transferee. Specific transfer details are as follows:

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3. Delivery or registration schedule

(1) Delivery

The transferee shall deliver written notice and proof within 2 working days after all preconditions for the agreement’s closing are met or waived in writing. Each transferee shall, within 10 working days after receiving the transfer notice and proof from the transferor and confirming it, transfer 50% of the payable transfer amount into the transferor’s account, and upon completion of the industrial and commercial registration, transfer the remaining 50%.

(2) Industrial and commercial registration

The company shall, within 30 working days after receiving the latest capital increase payment (based on the last payment from the investor in this round) and the transferor receiving 50% of the transfer amount, complete the registration and filing procedures for this transaction (including capital increase and equity transfer).

If, by the latest payment deadline, some investors fail to pay their capital increase or some transferees fail to pay their transfer amounts, the company shall complete registration and filing within 30 working days after the deadline for those who have paid.

For clarity, if the company’s existing state-owned equity registration procedures prevent registration within the time limit, the registration period may be extended appropriately, but not exceeding 6 months.

4. Breach of contract

Any party violating this agreement or other transaction documents shall be deemed in breach. The breaching party shall compensate the non-breaching parties for all damages, losses, and expenses caused by the breach, including legal, financial, and other costs. If multiple parties are at fault, responsibilities shall be borne accordingly.

5. Effectiveness

This agreement shall become effective upon signing by all parties.

(2) Capital increase agreement

1. Parties

This round investors: Shengxiang Bio, the Fund, and other investors in this round

Existing shareholders: Hainan Xunfeng and other existing shareholders of Zheyuan Tech

Related parties of the target: Zheyuan Tech and its subsidiaries, founding shareholders, and holding platforms

2. Capital increase subscription plan

(1) Use of funds

Unless otherwise stipulated, the company shall use the funds from this investment for business development, working capital, or other approved purposes, based on the approved budget, business plan, and acquisition plan. The funds shall not be used for other purposes such as debt repayment, dividends, share buybacks, entrusted wealth management, loans, futures trading, or other risky investments without prior approval.

(2) Capital increase subscription

The pre-investment valuation of Zheyuan Tech is 850 million yuan. The investors will contribute a total of 165 million yuan to increase the company’s capital, with details as follows:

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If, between the signing of this agreement and the closing of share transfer and capital increase, Zheyuan Tech does not have other share changes, the company will hold 4.02% of the equity after both transactions.

3. Delivery or registration schedule

(1) Capital increase payment

Relevant parties shall deliver written notices and proof within 2 working days after the conditions for capital increase are met. Each investor shall, within 10 working days after receiving the payment notice and proof, transfer their respective capital increase amount into the company’s financing account in one lump sum.

(2) Industrial and commercial registration

The company shall, within 30 working days after receiving the last capital increase payment (based on the last payment from the investor in this round) and the transferor receiving 50% of the transfer amount, complete registration and filing procedures for this transaction (including capital increase and share transfer).

If, by the latest payment deadline, some investors fail to pay their capital increase or some transferees fail to pay their transfer amounts, the company shall complete registration within 30 working days after the deadline for those who have paid.

For clarity, if the company’s existing state-owned equity registration procedures prevent registration within the time limit, the registration period may be extended appropriately, but not exceeding 6 months.

4. Breach of contract

Any party failing to perform or fully perform or properly perform any obligations under this agreement, or violating any terms, shall be deemed in breach. The breaching party shall compensate for all losses caused to other parties. If multiple parties are at fault, responsibilities shall be borne accordingly.

5. Effectiveness

This agreement shall become effective upon signing by all parties.

6. Necessity and Impact on the Listed Company

(1) Impact on enhancing technological innovation and core competitiveness

Zheyuan Tech is a platform-based company that leverages digital life technology to empower pharmaceutical innovation. Its core platform is a knowledge graph built from massive public literature and biomedical research data, enabling deep exploration of disease mechanisms and digital twin simulations for specific diseases or populations, with over ten core patents. These capabilities are closely related to drug development and in vitro diagnostic products, serving as a foundational platform. Specifically, Zheyuan Tech’s technology platform can greatly help the company understand disease, population, targets, and drugs, accelerate target and biomarker discovery, develop complex disease diagnostic models, and improve clinical trial efficiency and success rates through precise patient stratification.

The fund management team has extensive investment experience and mature post-investment management models. Through this joint investment, the company can leverage the capital market resources, management experience, and platform advantages of professional investment institutions, combined with Shengxiang Bio’s industry expertise, R&D innovation, and operational experience, to enhance post-investment management, improve risk control, and promote business cooperation and synergy with Zheyuan Tech, effectively integrating resources and exploring sustainable development potential.

(2) Impact on the company’s future financial status

The funds for this transaction come from the company’s own resources, made under the premise of ensuring normal business operations. It will not impose financial pressure on current operations or affect the company’s independence. The long-term impact on the company’s financial condition depends on the future fair value changes of Zheyuan Tech. In the long run, this transaction will positively influence the company’s business expansion and strategic implementation.

7. Review procedures for related-party transactions

(1) Independent director special meeting review

On March 12, 2026, the company held the first independent director special meeting of the third session of the board, which approved the “Shengxiang Biotechnology Co., Ltd. Regarding Co-Investment with Related Parties in Beijing Zheyuan Technology Co., Ltd.” The independent directors unanimously agreed and approved. The company’s co-investment with related parties will enhance its industrial layout and competitiveness, aligned with the company’s overall development considerations and long-term strategy. The process was fair, just, and transparent, without affecting the company’s independence or harming the interests of the company or shareholders, especially minority shareholders. The company agrees to this co-investment.

(2) Board review

The company’s third session board meeting on March 12, 2026, approved the same proposal. Related director Dai Lizhong abstained from voting. No shareholder approval is required.

8. Risk warnings

The relevant agreements for this transaction have not yet been officially signed. The Fund has submitted private fund filing procedures to the Asset Management Association of China. The approval process is ongoing, and the transaction can only proceed after filing and approval. Changes in equity will require registration and filing with market authorities, and the specific implementation, progress, and results are uncertain.

While the transaction aligns with the company’s strategic layout, macroeconomic, industry policy, and operational factors introduce uncertainties in future performance and returns. There is a risk that the investment may not meet expectations. The company will fulfill its disclosure obligations timely according to laws and regulations.

This announcement is hereby made.

Shengxiang Biotechnology Co., Ltd.

Board of Directors

March 13, 2026