China International Capital Corporation Limited Regarding China National Seed Group Co., Ltd. Tender Offer for Anhui荃银高科种业股份有限公司 The Opinions on Continuous Supervision for 2025 and the First Quarter of 2026
China International Capital Corporation Limited (hereinafter referred to as "CICC" or "this financial advisor") has been appointed by China National Seed Group Co., Ltd. (hereinafter referred to as "the Acquirer" or "China Seed Group") as its financial advisor for the tender offer for Anhui荃银高科种业股份有限公司 (hereinafter referred to as "the Company" or "荃银高科"). The continuous supervision period shall be from the announcement date of the tender offer report to 12 months after the completion of the tender offer, i.e., from December 3, 2025, to January 9, 2027. In accordance with relevant laws and regulations, this financial advisor hereby issues its opinions on continuous supervision for the year 2025 and the first quarter of 2026 (from December 3, 2025, to March 31, 2026, hereinafter referred to as "this continuous supervision period").
I. Transaction Asset Transfer or Change of Ownership
On December 3, 2025, 荃银高科 disclosed the "Tender Offer Report of Anhui荃银高科种业股份有限公司" (hereinafter referred to as the "Tender Offer Report"). The Acquirer, China Seed Group, made a partial offer to all shareholders of the Company other than China Seed Group, at a price of RMB 11.85 per share, for a total of 189,466,350 shares (representing 20.00% of the Company's total share capital). The tender offer period was from December 4, 2025, to January 5, 2026 (hereinafter referred to as "this tender offer").
As of January 5, 2026, the tender offer period has expired. According to statistics provided by China Securities Registration and Settlement Corporation Limited Shenzhen Branch (hereinafter referred to as "CSDC Shenzhen Branch"), during the tender offer period, a total of 3,763 shareholder accounts accepted the offer, representing 297,787,643 shares. Among them, Ms. Jia Guilan and Mr. Wang Yulin have accepted the offer for their holdings of 65,521,411 shares and 8,831,109 shares of 荃银高科, respectively (totaling 74,352,520 shares), as per their commitments. China Seed Group has acquired the tendered shares proportionally as agreed in the "Tender Offer Report of Anhui荃银高科种业股份有限公司," ultimately acquiring 189,466,350 shares.
China Seed Group has fulfilled its relevant obligations in accordance with the regulations of the Shenzhen Stock Exchange and CSDC Shenzhen Branch. On January 9, 2026, 荃银高科 disclosed the "Announcement on the Transfer of Ownership of Shares Acquired by China National Seed Group Co., Ltd." This tender offer's clearing and transfer procedures have been completed. China Seed Group now holds 383,760,376 shares of 荃银高科, representing 40.51% of the Company's total share capital.
II. Corporate Governance and Standardized Operations
Upon review, this financial advisor is of the opinion that during this continuous supervision period, the Acquirer, China Seed Group, has complied with laws, administrative regulations, China Securities Regulatory Commission (CSRC) regulations, Shenzhen Stock Exchange rules, and the Company's articles of association, and has exercised its shareholder rights over 荃银高科 in accordance with the law.
On January 30, 2026, the CSRC issued a "Notice of Case Filing" (No.: 证监立案字 0232026002). Due to suspected information disclosure violations and illegal activities by 荃银高科, and in accordance with laws and regulations such as the "Securities Law of the People's Republic of China" and the "Administrative Penalty Law of the People's Republic of China," the CSRC has decided to file a case against 荃银高科.
As of the date of this continuous supervision opinion, all production and business activities of 荃银高科 are proceeding normally. The CSRC's investigation is ongoing, and 荃银高科 has not yet received a conclusive opinion or decision regarding the investigation.
Upon review, this financial advisor is of the opinion that, apart from the aforementioned situation, no instances of 荃银高科 violating the CSRC's regulations on listed company governance or Shenzhen Stock Exchange rules have been found during this continuous supervision period.