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Jiangsu Zhongchao Holding Co., Ltd. 2023 Plan for Issuance of Shares to Specific Targets (Fifth Revised Draft) June 2026
Company Statement
The Company and all members of the Board of Directors guarantee that the contents of this plan are true, accurate, and complete, and confirm that there are no false records, misleading statements, or major omissions, and bear individual and joint legal liability.
Upon completion of this issuance of shares to specific targets, the Company shall be solely responsible for changes in its operations and earnings; investors shall be solely responsible for investment risks arising from this issuance.
This plan is the Board of Directors' explanation of this issuance of shares to specific targets; any contrary statement is a false representation. Investors with any questions should consult their stockbroker, lawyer, professional accountant, or other professional advisor.
This plan is prepared in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Registration of Securities Issuance by Listed Companies, and other requirements.
The matters described in this plan do not represent a substantive judgment, confirmation, or approval by the approval authorities regarding the matters related to this issuance. The effectiveness and completion of the matters related to this issuance are still subject to the review and approval of the Shenzhen Stock Exchange and the registration consent of the China Securities Regulatory Commission.
Special Notice
The terms or abbreviations used in this section have the same meanings as those defined in the "Definitions" section of this plan.
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The matters related to this issuance of shares to specific targets have been deliberated and approved by the 40th meeting of the 5th Board of Directors, the 2023 3rd Extraordinary General Meeting, the 42nd meeting of the 5th Board of Directors, the 46th meeting of the 5th Board of Directors, the 2023 5th Extraordinary General Meeting, the 9th meeting of the 6th Board of Directors, the 2024 5th Extraordinary General Meeting, the 22nd meeting of the 6th Board of Directors, the 2025 3rd Extraordinary General Meeting, the 25th meeting of the 6th Board of Directors, the 35th meeting of the 6th Board of Directors, and the 40th meeting of the 6th Board of Directors. According to relevant laws and regulations, this issuance is subject to the review and approval of the Shenzhen Stock Exchange and the registration consent of the China Securities Regulatory Commission before it can be implemented.
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The targets for this issuance of shares to specific targets shall not exceed 35 (inclusive) and shall be securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors, qualified foreign institutional investors, and other domestic corporate investors and natural persons that meet the requirements of the China Securities Regulatory Commission. Securities investment fund management companies, securities companies, qualified foreign institutional investors, or RMB qualified foreign institutional investors subscribing with two or more products under their management shall be deemed as one target; trust companies subscribing as targets may only use their own funds.
The final targets will be determined by the Board of Directors within the scope authorized by the General Meeting, in consultation with the sponsor (lead underwriter), based on subscription quotations after the issuance application has been approved by the Shenzhen Stock Exchange and registered by the China Securities Regulatory Commission.
If there are new regulations on the targets of share issuance to specific targets in national laws, regulations, and normative documents, the Company will make adjustments in accordance with the new regulations.
All targets shall subscribe for the shares issued by the Company in RMB cash at the same price.