Stock Abbreviation: Tailin Bioengineering Stock Code: 300813
ZheJiang Tailin Bioengineering Co., Ltd.
(No. 2930 Nanhuan Road, Binjiang District, Hangzhou)
Proposal for Issuance of Convertible Corporate Bonds to Non-Specific Targets (Revised Draft)
July 2026
Issuer Statement
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The Company and all members of the Board of Directors guarantee that the information disclosed in this proposal is true, accurate, and complete, and confirm that there are no false records, misleading statements, or major omissions. They bear individual and joint legal responsibility for the authenticity, accuracy, and completeness of the contents of this proposal.
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After this issuance of convertible corporate bonds to non-specific targets, the Company is solely responsible for changes in its operations and earnings; investors are solely responsible for investment risks arising from this issuance.
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This proposal is the Board of Directors' explanation of this issuance of convertible corporate bonds to non-specific targets; any statement to the contrary is a false statement.
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If investors have any questions, they should consult their brokers, lawyers, professional accountants, or other professional advisors.
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The matters stated in this proposal do not represent a substantive judgment, confirmation, approval, or registration by the approval or registration authorities regarding the matters related to this issuance. The effectiveness and completion of this issuance are subject to the deliberation of the Company's general meeting of shareholders, the issuance and listing review by the Shenzhen Stock Exchange, and registration with the China Securities Regulatory Commission (CSRC). The final implementation shall be subject to the plan registered with the CSRC.
Table of Contents
Issuer Statement 1
Table of Contents 2
Definitions 3
I. Explanation of Compliance with Conditions for Issuance of Convertible Corporate Bonds to Non-Specific Targets 4
II. Overview of the Issuance 4
III. Financial Accounting Information and Management Discussion and Analysis 12
IV. Use of Proceeds from the Issuance 22
V. Company Profit Distribution Policy and Dividend Distribution 22
VI. Statement of the Board of Directors on the Absence of Dishonesty 26
VII. Statement of the Board of Directors on the Company's Refinancing Plan for the Next Twelve Months 26
Definitions
Unless otherwise specified, the following terms have the following meanings in this proposal:
| Term | Definition |
|---|---|
| Company, The Company, Tailin Bioengineering, Issuer | ZheJiang Tailin Bioengineering Co., Ltd. |
| This Proposal | Proposal for Issuance of Convertible Corporate Bonds to Non-Specific Targets of ZheJiang Tailin Bioengineering Co., Ltd. |
| This Issuance | The Company's proposed issuance of convertible corporate bonds to non-specific targets with a total amount not exceeding 230 million RMB (inclusive) |
| General Meeting of Shareholders | General Meeting of Shareholders of ZheJiang Tailin Bioengineering Co., Ltd. |
| Board of Directors | Board of Directors of ZheJiang Tailin Bioengineering Co., Ltd. |
| Company Law | Company Law of the People's Republic of China |
| Securities Law | Securities Law of the People's Republic of China |
| Articles of Association | Articles of Association of ZheJiang Tailin Bioengineering Co., Ltd. |
| CSRC, Commission | China Securities Regulatory Commission |
| Prospectus | Prospectus for Issuance of Convertible Corporate Bonds to Non-Specific Targets of ZheJiang Tailin Bioengineering Co., Ltd. |
| Reporting Period, Recent Three Years | 2023, 2024, 2025 |
| End of Reporting Period | End of 2023, 2024, 2025 |
| Yuan, Ten Thousand Yuan | RMB Yuan, RMB Ten Thousand Yuan |
| A Share | RMB-denominated ordinary shares listed domestically, i.e., ordinary shares with par value in RMB, subscribed and traded in RMB, approved for listing on domestic stock exchanges |
| Bondholder | Investor holding the Company's A-share convertible corporate bonds issued this time |
| Conversion Period | The period from the start date to the end date during which bondholders can convert the Company's A-share convertible corporate bonds into the Company's A-share stocks |
| Conversion Price | The price per share that bondholders must pay when converting the A-share convertible corporate bonds issued this time into the Company's A-share stocks |
| Convertible Bonds | Convertible Corporate Bonds |