凯莱英医药集团(天津)股份有限公司
Fifth Board of Directors Meeting Resolution Announcement
The company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or significant omissions.
I. Convening of the Board Meeting
The notice for the 12th meeting of the 5th Board of Directors of Asymchem Laboratories (Tianjin) Co., Ltd. (hereinafter referred to as the "Company") was sent to all directors and senior management on July 24, 2026, in written and email formats. The meeting was held via written voting on July 30, 2026, in the Company's first-floor conference room. Nine directors were expected to attend, and nine directors actually attended. The Company Secretary and some senior management personnel attended the meeting. The meeting was convened and presided over by Dr. HAO HONG, Chairman of the Company. The convening and holding of the meeting comply with the "Company Law" and relevant laws, regulations, and the "Articles of Association."
II. Deliberation of Board Meeting Proposals
The meeting was held via written voting. After deliberation and voting by all attending directors, the following resolutions were passed:
- Deliberation and Approval of the Proposal on Capital Increase of a Wholly-Owned Subsidiary and Connected Transaction
To meet the capital needs for the rapid development of the wholly-owned subsidiary Shanghai Asymchem Biotechnology Co., Ltd. (hereinafter referred to as the "Target Company"), the Company, Tianjin Haihe Asymchem Biomedical Industry Innovation Investment Fund (Limited Partnership) (hereinafter referred to as the "Haihe Asymchem Fund"), Suzhou High瓴 Qirui Medical Health Industry Investment Partnership (Limited Partnership) (hereinafter referred to as "High瓴 Qirui"), Zhuhai Daiheng Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Zhuhai Daiheng"), Kaile Tongxin (Tianjin) Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Kaile Tongxin"), and Dr. HAO HONG, Chairman of the Company, jointly signed an "Investment Agreement" with the Target Company and its subsidiary Shanghai Asymchem Biotechnology Co., Ltd. The Company, High瓴 Qirui, and Dr. HAO HONG will jointly inject a total of RMB 1,239.7 million in cash into the Target Company, subscribing for its new registered capital of RMB 94,595,582.33, of which:
(1) The Company will subscribe for RMB 105,000 million of the Target Company's new registered capital of RMB 8,012.0482 million.
(2) High瓴 Qirui will subscribe for RMB 17,700 million of the Target Company's new registered capital of RMB 1,350.6024 million.
(3) Dr. HAO HONG will subscribe for RMB 1,270 million of the Target Company's new registered capital of RMB 96.9076 million.
After the capital increase is completed, the Target Company's registered capital will increase from RMB 228,915,663 to RMB 323,511,244.98. The Company's shareholding in the Target Company will increase from 83.0000% to 83.4965%.