● 本次会议是否有否决议案：无 一、会议召开和出席情况 (一)股东大会召开的时间：2025年12月15日 (二)股东大会召开的地点：天津市滨海高新区华苑产业区梅苑路12号公司会议室 证券代码：600645 证券简称：中源协和 公告编号：2025-052 中源协和细胞基因工程股份有限公司 2025年第二次临时股东大会决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容 的真实性、准确性和完整性承担法律责任。 重要内容提示： 会议采用现场投票和网络投票相结合的表决方式，符合《公司法》和《公司章程》的有关规定，经公司 半数以上董事推举，本次股东大会由副董事长、总经理WANG HONGQI（王洪琦）先生主持。 (五)公司董事、监事和董事会秘书的出席情况 1、公司在任董事9人，出席6人，董事长龚虹嘉先生、独立董事裴端卿先生和罗明生先生因工作原因未 能出席本次会议； 2、公司在任监事3人，出席3人； 3、董事会秘书（代）李旭先生出席本次会议；部分高管和法务顾问列席本次会议。 二、议案审议情况 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： ■ (四)表 ...

Core Viewpoint - Zhongyuan Union Cell Gene Engineering Co., Ltd. has decided to cancel its supervisory board and amend its articles of association, with the proposal requiring approval from the shareholders' meeting [1][38]. Group 1: Board Meeting Resolutions - The board meeting held on November 26, 2025, approved the proposal to cancel the supervisory board with a unanimous vote of 9 in favor [1]. - The board also passed several amendments to governance documents, including the rules for shareholder meetings and board meetings, all requiring shareholder approval [4][5][6]. Group 2: Governance Structure Changes - The supervisory board's functions will be transferred to the board's audit committee, and the corresponding rules for the supervisory board will be abolished [16][39]. - The amendments to the articles of association and governance documents are aimed at aligning with the latest legal regulations and improving operational efficiency [39]. Group 3: Upcoming Shareholder Meeting - A second extraordinary general meeting of shareholders is scheduled for December 15, 2025, to discuss and vote on the proposed changes [20][21]. - The meeting will utilize both on-site and online voting methods, ensuring broader participation from shareholders [21][22].

Group 1 - The company held its 20th temporary board meeting on July 28, 2025, where it approved the acquisition of 25% equity in Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd. from Shanghai Yanlin Biotechnology Co., Ltd. [1][12] - The acquisition was approved with 7 votes in favor, 0 against, and 0 abstentions, and the related directors recused themselves from the vote [2][5][12] - The transaction is classified as a related party transaction due to the controlling relationship between the parties involved [8][14] Group 2 - The total assessed value of 100% equity in Shanghai Zhongyuan Jisheng is RMB 15.2783 million, with the agreed transfer price for the 25% stake set at RMB 3,819,575 [9][10][20] - The transaction does not constitute a major asset restructuring and does not require shareholder approval [9][13] - The company aims to enhance operational efficiency and increase resource investment in adult health cell storage business through this acquisition [30][31] Group 3 - The company plans to establish its East China headquarters in Shanghai and has signed a real estate lease agreement with Shanghai Yanlin Biotechnology Co., Ltd. [34][36] - The total rent for the leased property is RMB 12,239,910, with a rental period from August 1, 2025, to July 31, 2028 [35][36] - The rental price is set at RMB 6 per day per square meter, with options for payment that include discounts for upfront payments [36][49] Group 4 - The lease agreement includes provisions for shared use of certain areas and specifies that the company will not incur additional business dependencies on related parties [56][57] - The company’s independent directors have reviewed and approved the lease agreement, confirming that it aligns with the company's strategic planning and does not harm shareholder interests [57][58]

Core Points - The company held its 20th temporary board meeting on July 28, 2025, via communication voting, with all directors ensuring the accuracy and completeness of the announcement [1][2] - The board approved the proposal regarding the acquisition of partial equity held by shareholders of Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd., which was reviewed and passed by the independent directors [1] - The board also approved a proposal for a real estate lease contract with Shanghai Yanlin Biotechnology Co., Ltd., which was similarly reviewed and passed by the independent directors [2] Summary by Category - **Board Meeting Details** - The meeting was conducted on July 28, 2025, with notifications sent to all directors on July 23, 2025 [1] - The voting was deemed valid as the required directors attended the meeting [1] - **Equity Acquisition Proposal** - The proposal for acquiring partial equity from Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd. was approved [1] - The independent directors held a special meeting to review this proposal prior to the board meeting [1] - **Real Estate Lease Agreement** - The board approved a real estate lease contract with Shanghai Yanlin Biotechnology Co., Ltd. [2] - Similar to the equity acquisition, this proposal was also reviewed by independent directors before approval [2]

Core Viewpoint - The company plans to temporarily use idle raised funds to supplement working capital, which has been approved by the board and supervisory committee, ensuring compliance with relevant regulations [4][5]. Group 1: Fundraising Overview - The company raised a total of 446,999,922.07 RMB through a non-public offering of 27,815,801 shares at a price of 16.07 RMB per share, with a net amount of 444,449,922.07 RMB after deducting related issuance costs [1]. - As of May 15, 2025, the company has a remaining balance of 33,792.44 million RMB in raised funds, with 120 million RMB of idle funds allocated for cash management [2]. Group 2: Temporary Use of Idle Funds - The company intends to use up to 180 million RMB of idle raised funds to temporarily supplement working capital, with a usage period not exceeding 12 months from the board's approval [2]. - The company assures that the use of these funds will not affect the normal progress of the fundraising investment plan and will be related to its main business operations [2]. Group 3: Approval Procedures and Opinions - The proposal to use idle raised funds has been approved by the company's board and supervisory committee in their respective meetings [3]. - The independent financial advisor has confirmed that the proposal complies with relevant regulations and is in the best interest of the company and its shareholders, with no indication of changing the purpose of the raised funds [4][5].

Core Viewpoint - The company plans to temporarily use idle raised funds to supplement working capital, amounting to no more than 180 million yuan, for a period not exceeding 12 months, without affecting the normal implementation of fundraising projects [1][2]. Group 1 - The temporary use of idle raised funds is aimed at improving the efficiency of fund utilization and reducing financial costs [2]. - The decision complies with relevant regulations from the China Securities Regulatory Commission and the Shanghai Stock Exchange [2]. - The company assures that this action will not change the purpose of the raised funds or harm the interests of shareholders, especially minority shareholders [2].

Group 1 - The company will hold its 2024 Annual General Meeting on May 20, 2025, combining on-site and online voting methods [2][6] - The meeting will take place at the company's conference room located at No. 12, Meiyuan Road, Huayuan Industrial Zone, Binhai High-tech Zone, Tianjin [2][10] - Shareholders can vote through the Shanghai Stock Exchange's online voting system on the same day, with specific time slots for trading and internet voting [3][4] Group 2 - The agenda includes listening to the independent directors' 2024 annual work report, with no special resolutions or related party voting issues [6][22] - Shareholders must complete voting for all proposals before submission, and multiple accounts can be used for voting, but only the first vote will be counted [8][9][7] - The company will provide a proxy voting option for shareholders unable to attend, with specific documentation required for both individual and corporate shareholders [12][14][20] Group 3 - The company will also hold a 2024 Annual Performance Presentation on May 22, 2025, from 15:00 to 16:30, via the China Securities Journal's website [21][22] - Investors can submit questions via email before the presentation, and the company will address common concerns during the event [21][24] - Key personnel attending the performance presentation include the Vice Chairman, General Manager, and Independent Director [24][25]