Beijing-based Biosino Bio-Technology and Science Inc. (Biosino Bio-Tech) signed a Capital Increase and Cooperation Agreement on 5 August 2026 to secure 70.3% of privately-held Shanghai Jiangcu Technology Co., Ltd. (Shanghai Jiangcu).

Transaction structure • Step 1 – Share swap: Biosino will purchase 10% of Shanghai Jiangcu from minority owner Party D for RMB7.70 million, to be settled by issuing 2.79 million new H-shares at HK$3.20 each (≈1.89% of enlarged share capital). • Step 2 – Cash capital increase: Biosino will inject RMB156.33 million in cash to subscribe for new registered capital, resulting in a 67% stake in the enlarged entity. Total consideration equals RMB164.03 million (≈HK$190.28 million). Payment for the cash portion may be made over 36 months; the share consideration is subject to a 12-month lock-up for Party D.

Post-deal ownership After completion, Biosino will own 70.3% of Shanghai Jiangcu, while Party C will retain 29.7%. Shanghai Jiangcu will become a non-wholly-owned subsidiary and its results will be consolidated into Biosino’s accounts.

Valuation and pricing basis Independent valuer Zhongshui Zhiyuan appraised Shanghai Jiangcu’s entire equity at RMB77.00 million (Income Approach, DCF). The share-swap price reflects a 7× PE multiple of audited 2025 net profit. Biosino will issue the consideration shares under its existing General Mandate; listing approval for the new H-shares will be sought from the Hong Kong Stock Exchange.

Performance undertakings Original shareholders undertake that audited net profit after extraordinary items will grow by no less than 20% year-on-year for 2026, 2027 and 2028, and not fall below 10% in any single year. Shortfalls may trigger downward PE adjustments or compensation.

Target financial snapshot Audited figures (PRC GAAP): • 2025 revenue: RMB76.52 million (2024: RMB71.24 million) • 2025 net profit: RMB11.05 million (2024: RMB9.05 million) • 31 Dec 2025 assets: RMB56.69 million; net assets: RMB15.24 million

Governance post-completion The reconstituted board will have three directors—two nominated by Biosino (including the chair) and one by Party C. Biosino will appoint the sole supervisor and hold veto rights over major matters such as mergers, capital changes, external guarantees exceeding RMB0.50 million, and asset disposals above RMB1.00 million.

Regulatory status The deal meets “major transaction” thresholds under GEM Chapter 19 (percentage ratios ≥25% and <100%), requiring shareholder approval at an extraordinary general meeting. Issuance of consideration shares does not need separate approval. A circular is expected on or before 4 September 2026.

Risk disclosure Completion is contingent on multiple conditions precedent, including regulatory clearances, due-diligence results and absence of material adverse changes. Shareholders and investors are advised to exercise caution when dealing in Biosino’s securities.