The Board of Directors and all directors of this company hereby guarantee that the contents of this announcement do not contain any false records, misleading statements, or material omissions, and they assume legal responsibility for the truthfulness, accuracy, and completeness of its contents.

Key Information and Risk Disclosure:

● Due to the issuance by PwC Zhonghe Certified Public Accountants (Special General Partnership) (hereinafter referred to as “PwC Zhonghe”) of an audit report for the year 2023 expressing a disclaimer of opinion on the financial statements of Ningxia Zhongke Biotechnology Co., Ltd. (hereinafter referred to as “the Company”), in accordance with relevant provisions of the “Shanghai Stock Exchange Rules for the Listing of Stocks,” the Company’s shares have been subject to a delisting risk alert by the Shanghai Stock Exchange effective April 30, 2024. As of now, the matters giving rise to the disclaimer of opinion have not yet been resolved. According to Article 9.3.11 and other relevant provisions of the “Shanghai Stock Exchange Rules for the Listing of Stocks,” if the Company’s financial and regulatory conditions for the year 2024 meet the aforementioned requirements, its shares will face the risk of being delisted.

● After Ningxia Zhongke Bio-new Materials Co., Ltd. (hereinafter referred to as “Zhongke Xincai”) entered a production halt on February 7, 2024, in accordance with relevant provisions of the “Shanghai Stock Exchange Rules for the Listing of Stocks,” the company’s shares have been subject to an additional risk alert by the Shanghai Stock Exchange starting from April 8, 2024. Although Zhongke Xincai has recently resumed production and operations, whether it can achieve sustainable and normal production and business capabilities remains uncertain.

● On December 3, 2024, the company received a “Civil Complaint” from the Intermediate People’s Court of Zhanjiang City, Guangdong Province. The complaint alleges that, due to the company’s signing of a “Maximum Pledge Contract” with the Haitang Branch of Guangdong Nanyue Bank Co., Ltd., but failing to promptly fulfill the relevant deliberation procedures and information disclosure obligations, the company has violated applicable laws and regulations as well as the information disclosure requirements of the Shanghai Stock Exchange, thereby constituting an illegal guarantee. Moreover, this litigation may result in the company’s 49% equity stake in Zhongke Xincai—held as pledged collateral—being sold at a discount, auctioned off, or otherwise disposed of. If this matter is not rectified within one month, in accordance with the relevant provisions of the “Rules Governing the Listing of Stocks on the Shanghai Stock Exchange,” the company faces the risk of being subject to additional risk warnings imposed by the Shanghai Stock Exchange.

● In the first three quarters of 2024, the company’s net profit attributable to shareholders of the listed company was -479.5415 million yuan, an increase of 259.3167 million yuan year-on-year in losses. In the first three quarters of 2024, the net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses was -456.8602 million yuan, an increase of 244.6352 million yuan year-on-year in losses. As of the end of the third quarter of 2024, the net assets attributable to shareholders of the listed company were -349.7652 million yuan, resulting in negative net assets at the end of the period.

● The company’s stock price experienced cumulative daily closing price increases exceeding 12% over three consecutive trading days—December 30, 2024, December 31, 2024, and January 2, 2025. According to the relevant provisions of the “Shanghai Stock Exchange Trading Rules,” this constitutes an abnormal fluctuation in stock trading.

● Zhongke Xincai has entered restructuring proceedings, and there is uncertainty as to whether the restructuring will succeed. If the court ultimately rules that Zhongke Xincai’s restructuring has failed, the company will face the risk of being declared bankrupt by the court. As a result, the company may lose control over Zhongke Xincai, which could have a certain impact on the company’s assets as well as its current and future profits.

● Zhongke Xincai is a core subsidiary within the scope of the company’s consolidated financial statements. Following Zhongke Xincai’s entry into reorganization proceedings, the administrator will fulfill the relevant duties in accordance with the court’s requirements and in compliance with the provisions of the Enterprise Bankruptcy Law. However, at present, the company remains the controlling shareholder of Zhongke Xincai and thus retains voting rights as well as certain decision-making powers over the subsequent reorganization process and the voting on the draft reorganization plan. Moreover, Zhongke Xincai’s reorganization is being carried out based on an overall plan and coordinated arrangement that involves the joint reorganization of the company and its subsidiaries under a unified scheme—rather than as an isolated event. If, according to the company’s original plan, the company can enter reorganization proceedings and complete the reorganization simultaneously with its subsidiaries under a unified scheme, Zhongke Xincai will continue to be the company’s controlling subsidiary, and this will not affect the company’s ability to consolidate it when preparing the consolidated financial statements. Should the court ultimately decide not to accept the company’s reorganization application this year, or should the court rule that the company’s or its subsidiary’s reorganization has been unsuccessful, or should the company or its subsidiary be declared bankrupt by the court, the company may, depending on the actual circumstances, face the risk of losing its equity interest in the subsidiary. In such a case, the company would no longer be able to include Zhongke Xincai in its consolidated financial statements. The above assessment has been made by the company’s management based on the overall plan and arrangements for the coordinated reorganization of the company and its subsidiaries; the final determination will be subject to the opinion of the annual audit accountants.

● The entry of a subsidiary into reorganization proceedings does not necessarily mean that the company itself has entered reorganization proceedings. Currently, the company remains in the pre-reorganization phase, and there is still uncertainty as to whether this pre-reorganization effort will succeed. If the company’s pre-reorganization is successful, the court will, in accordance with the law, review whether to accept the formal reorganization application. According to Article 9.4.1 of the “Rules for Stock Listing on the Shanghai Stock Exchange,” if the court legally rules to accept the company’s application for reorganization, conciliation, or bankruptcy liquidation, the company’s stock will be subject to a combined risk alert for delisting following the acceptance of the reorganization application. However, it remains uncertain whether the company will actually enter reorganization proceedings, and there is also uncertainty regarding whether the reorganization will ultimately succeed. Should the court ultimately rule that the company’s reorganization is unsuccessful, the company will face the risk of being declared bankrupt by the court. If the company is declared bankrupt, it will undergo bankruptcy liquidation, and pursuant to Article 9.4.15 of the “Rules for Stock Listing on the Shanghai Stock Exchange,” its stock will face the risk of being delisted. Regardless of whether the company enters reorganization proceedings, it will continue to actively carry out its daily production, operations, and management activities based on its current foundation.

● On October 30, 2024, the company and its actual controller, Mr. Yu Jianming, received two “Notice of Filing” letters (No. SEC Filing No. 0342024005 and SEC Filing No. 0342024006) from the China Securities Regulatory Commission (hereinafter referred to as “CSRC”). The CSRC has decided to initiate an investigation into the company and Mr. Yu Jianming due to suspected violations of information disclosure regulations. As of now, the company has not yet received any conclusive opinions from the CSRC. There is a possibility that the company’s self-examination results may not fully align with the findings of the CSRC’s investigation. Investors are kindly advised to pay close attention to any subsequent risks.

● As of the date of this announcement, the company’s total debt stands at RMB 1.805 billion, of which the total amount of overdue debt is RMB 1.602 billion and the amount of debt involved in litigation is RMB 1.824 billion. With the exception of the bank accounts of its subsidiary, Ningxia Hua Hui Environmental Protection Technology Co., Ltd. (hereinafter referred to as “Hua Hui Environmental Protection”) and its wholly-owned subsidiary, Ningxia Tianfu Activated Carbon Co., Ltd. (hereinafter referred to as “Ningxia Tianfu”), most of the bank accounts of the company, Ningxia Xinri Hengli International Trade Co., Ltd. (hereinafter referred to as “Hengli International Trade”), and the activated carbon branch of Hua Hui Environmental Protection have been frozen. Although the bank accounts of Zhongke New Materials have all been unfrozen, the company currently suffers from a severe shortage of funds and liquid assets needed for debt repayment. Given the extremely high level of debt risk at present, the company’s ability to continue operating is facing serious negative impacts. It is unable to repay its maturing debts and clearly lacks the financial capacity to do so, thus meeting the conditions for bankruptcy.

● As the company’s audited net profits, both before and after deducting non-recurring gains and losses, for the three consecutive fiscal years from 2021 to 2023 were negative—whichever was lower—and the 2023 audit report indicated uncertainty regarding the company’s going concern status, in accordance with relevant provisions of the “Shanghai Stock Exchange Rules for the Listing of Stocks,” the Shanghai Stock Exchange has imposed an additional risk alert on the company’s shares. As of the date of this announcement, the aforementioned “additional risk alert” has not yet been lifted.

● As of the date of this announcement, the company and its subsidiaries are involved in multiple lawsuits arising from disputes over loan agreements, equity transfer agreements, sales contracts, construction project contracts, securities misrepresentation liability disputes, and agency agreements. Given that some of these lawsuits are either in the stage of being concluded but not yet executed, in the stage of being concluded but not fully executed, still pending trial, or have been filed but not yet scheduled for trial, it is currently impossible to accurately assess their impact on the company’s current or future profits.

● Shanghai Zhongneng Enterprise Development (Group) Co., Ltd. (hereinafter referred to as “Shanghai Zhongneng”) holds 200,000,000 shares of the company, representing 29.20% of the company’s total share capital. As of the date of this announcement, the number of shares pledged by Shanghai Zhongneng is 200,000,000, and these shares have been frozen, accounting for 100% of the total shares held by Shanghai Zhongneng.

● Currently, there have been no significant changes in the company’s fundamentals, nor is there any material information that should have been disclosed but has not been. However, the trading price of the company’s stock has experienced substantial fluctuations. We urge all investors to invest rationally and pay close attention to investment risks.

I. Specific Details of the Abnormal Fluctuations in Stock Trading

On December 30, 2024, December 31, 2024, and January 2, 2025—the three consecutive trading days—the closing price increase of the company’s stock exceeded a cumulative deviation of 12%. According to the relevant provisions of the Trading Rules of the Shanghai Stock Exchange, this constitutes an abnormal fluctuation in stock trading.

II. Relevant circumstances that the company is paying attention to and verifying

In accordance with the relevant regulations of the Shanghai Stock Exchange, the company has conducted a verification of the matters concerned in response to the abnormal fluctuations in the trading of its shares. The details of the verification are as follows:

(1) Production and Business Operations Status

The company’s controlled subsidiary, Zhongke Xincai, has recently resumed production and operations. However, whether it can achieve sustainable, normal production and operational capabilities remains uncertain. The company’s controlled subsidiary, Hua Hui Environmental Protection, is currently operating normally.

(2) Status of Major Matters

Following confirmation via letter from the company to its controlling shareholder, Shanghai Zhongneng, and the actual controller, Mr. Yu Jianming, as of the date of this announcement, neither Shanghai Zhongneng nor the actual controller, Mr. Yu Jianming, is currently planning any major transactions involving the company, including significant asset restructuring, share issuance, acquisitions, debt restructuring, business restructuring, asset divestitures, asset injections, share repurchases, equity incentives, major business collaborations, or the introduction of strategic investors.

On May 6, 2024, Shanghai Zhongneng submitted two interim proposals: “Proposal on Intending to Apply to the Court for Reorganization and Pre-reorganization” and “Proposal on Requesting the Company’s Shareholders’ Meeting to Authorize the Board of Directors to Handle Matters Related to the Reorganization and Pre-reorganization of the Company and Its Relevant Subsidiaries.” On May 8, 2024, the company disclosed the “Announcement on Intending to Apply to the Court for Reorganization and Pre-reorganization.” On May 17, 2024, the company held its 2023 Annual General Meeting of Shareholders, at which it approved the two interim proposals: “Proposal on Intending to Apply to the Court for Reorganization and Pre-reorganization” and “Proposal on Requesting the Company’s Shareholders’ Meeting to Authorize the Board of Directors to Handle Matters Related to the Reorganization and Pre-reorganization of the Company and Its Relevant Subsidiaries.” On June 1, 2024, the company disclosed the “Announcement on Receiving the Court’s Decision to Initiate Pre-reorganization of the Company and Appoint a Temporary Administrator.” On September 9, 2024, the company disclosed the “Announcement on the Court’s Acceptance of the Subsidiary’s Reorganization Application and Appointment of an Administrator.”

(3) Media reports, market rumors, and hot topics/developments

Upon verification by the company, apart from the “Announcement on Abnormal Fluctuations in Stock Trading and Risk Warnings” disclosed on December 21, 2024; the “Announcement of Resolutions of the 37th Meeting of the 9th Board of Directors,” the “Announcement on Correction of Previous Accounting Errors and Retroactive Adjustments,” the “Announcement on Accepting Debt Waivers from the Controlling Shareholder and Related Party Transactions,” the “Announcement of Resolutions of the 16th Meeting of the 9th Supervisory Board,” the “Announcement on the Subsidiary’s Signing of the ‘Debt Waiver Agreement,’” and the “Announcement on Progress Regarding Restructuring and Pre-Restructuring Initiatives,” all disclosed on December 28, 2024; and the “Stock Trading Risk Warning Announcement” disclosed on January 1, 2025, the company has not identified any media reports or market rumors requiring clarification or response. Furthermore, no other material events that could significantly impact the company’s stock price have been discovered, and there is no other material information that should have been disclosed but remains undisclosed.

(4) Other price-sensitive information

Upon verification by the company, neither Shanghai Zhongneng nor its actual controller, Mr. Yu Jianming, engaged in any trading of the company’s shares during the period of abnormal stock price fluctuations. This applies equally to the company’s directors, supervisors, and senior management personnel.

III. Relevant Risk Warnings

(1) The risk of delisting warning

Due to the fact that Xin Yongzhong issued an “Audit Report for 2023” expressing an inability to express an opinion on the company’s financial statements for the year 2023, in accordance with relevant provisions of the “Rules Governing the Listing of Stocks on the Shanghai Stock Exchange,” the company’s shares have been subject to a delisting risk alert by the Shanghai Stock Exchange effective April 30, 2024. As of now, the matters giving rise to the inability to express an opinion remain unresolved. According to Article 9.3.11 and other relevant provisions of the “Rules Governing the Listing of Stocks on the Shanghai Stock Exchange,” if the company’s financial and regulatory circumstances for the year 2024 meet the aforementioned requirements, its shares will face the risk of being delisted.

(2) Risks associated with other risk warnings

After Zhongke Xincai entered a production halt on February 7, 2024, in accordance with relevant provisions of the Shanghai Stock Exchange’s Rules for the Listing of Stocks, the company’s shares have been subject to an additional risk alert by the Shanghai Stock Exchange since April 8, 2024. Although Zhongke Xincai has recently resumed production and operations, whether it can achieve sustainable and normal production and business capabilities remains uncertain.

(3) Risk of Illegal Guarantees

On December 3, 2024, the company received from the Intermediate People's Court of Zhanjiang City, Guangdong Province, the “Civil Complaint” (2024) Yue 08 Min Chu No. 106 and the “Summons” issued by the Intermediate People's Court of Zhanjiang City, Guangdong Province, along with other relevant legal documents. The company had signed a “Maximum Pledge Contract” with the Haitang Branch of Guangdong Nanyue Bank Co., Ltd.; however, it failed to promptly fulfill the required deliberation procedures and information disclosure obligations, thereby violating applicable laws and regulations as well as the information disclosure requirements of the Shanghai Stock Exchange, constituting an illegal guarantee. Moreover, the 49% equity stake in Zhongke Xincai, which serves as the pledged collateral, faces the risk of being valued at a discount, auctioned off, or sold due to this litigation. If the company fails to rectify the situation within one month, in accordance with the relevant provisions of the “Rules for the Listing of Stocks on the Shanghai Stock Exchange,” there is a risk that the Shanghai Stock Exchange may impose additional risk alerts on the company.

(4) Risks associated with loss-making performance matters

In the first three quarters of 2024, the company’s net profit attributable to shareholders of the listed company was -479.5415 million yuan, an increase of 259.3167 million yuan year-on-year in losses. In the first three quarters of 2024, the net profit attributable to shareholders of the listed company after deducting non-recurring gains and losses was -456.8602 million yuan, an increase of 244.6352 million yuan year-on-year in losses. As of the end of the third quarter of 2024, the net assets attributable to shareholders of the listed company were -349.7652 million yuan, resulting in negative net assets at the end of the period.

(5) Risks of Secondary Market Trading

On December 30, 2024, December 31, 2024, and January 2, 2025, the closing prices of the company’s stock were RMB 2.31 per share, RMB 2.43 per share, and RMB 2.51 per share, respectively. The cumulative deviation in the rate of increase has exceeded 12%, and the actual fluctuation in the stock price—after剔除the overall market and sector-wide factors—has been relatively significant. Currently, there have been no major changes in the company’s fundamentals, nor is there any material information that should have been disclosed but has not been. Given the substantial volatility in the company’s stock trading price, we kindly remind all investors to pay close attention to the risks associated with secondary-market trading, make rational decisions, and invest prudently.

(6) Uncertainty Risks of Subsidiary Restructuring

Zhongke Xincai has entered restructuring proceedings, and there is uncertainty as to whether the restructuring will succeed. If the court ultimately rules that Zhongke Xincai’s restructuring has failed, the company will face the risk of being declared bankrupt by the court. As a result, the company may lose control over Zhongke Xincai and could experience certain impacts on its assets as well as on its current and future profits.

(7) Uncertainty Risk Regarding the Inclusion of Subsidiaries in Consolidated Financial Statements

Zhongke Xincai is a core subsidiary within the scope of the company’s consolidated financial statements. Following Zhongke Xincai’s entry into reorganization proceedings, the administrator will fulfill the relevant duties in accordance with the court’s requirements and in compliance with the provisions of the Enterprise Bankruptcy Law. However, at present, the company remains the controlling shareholder of Zhongke Xincai and thus retains voting rights and certain decision-making powers over the subsequent reorganization process and the voting on the draft reorganization plan. Moreover, Zhongke Xincai’s reorganization is based on an overall plan and coordinated arrangement for the joint reorganization of the company and its subsidiaries, carried out simultaneously under a unified scheme—this is not an isolated event. If, according to the company’s original plan, the company can enter reorganization proceedings and complete the reorganization together with its subsidiaries under a unified scheme, Zhongke Xincai will continue to be the company’s controlling subsidiary, and this will not affect the company’s ability to consolidate it when preparing the consolidated financial statements. Should the court ultimately decide not to accept the company’s reorganization application this year, or should the court rule that the company’s or its subsidiary’s reorganization has failed, or should the company or its subsidiary be declared bankrupt by the court, the company may, depending on the actual circumstances, face the risk of losing its equity stake in the subsidiary. In such a case, the company would no longer be able to include Zhongke Xincai in its consolidated financial statements. The above assessment is made by the company’s management based on the overall plan and arrangements for the coordinated reorganization of the company and its subsidiaries; the final determination will be subject to the opinion of the annual audit accountants.

(8) Uncertainty Risks Associated with Corporate Reorganization

The entry of a subsidiary into reorganization proceedings does not necessarily mean that the company itself has entered reorganization proceedings. Currently, the company remains in the pre-reorganization phase, and there is still uncertainty as to whether this pre-reorganization effort will succeed. If the company’s pre-reorganization is successful, the court will, in accordance with the law, review whether to accept the formal reorganization application. According to Article 9.4.1 of the “Shanghai Stock Exchange Rules for the Listing of Stocks,” if the court legally rules to accept the company’s application for reorganization, conciliation, or bankruptcy liquidation, the company’s stock will be subject to a combined risk alert for delisting following the acceptance of the reorganization application. However, it remains uncertain whether the company will actually enter reorganization proceedings, and there is also uncertainty regarding whether the reorganization will ultimately succeed. Should the court ultimately rule that the company’s reorganization is unsuccessful, the company will face the risk of being declared bankrupt by the court. If the company is declared bankrupt, it will undergo bankruptcy liquidation, and pursuant to Article 9.4.15 of the “Shanghai Stock Exchange Rules for the Listing of Stocks,” its stock will face the risk of being delisted. Regardless of whether the company enters reorganization proceedings, it will continue to actively perform its daily production and operational management tasks based on its current foundation.

(9) Risks of Case Filing and Penalties

On October 30, 2024, the company and its actual controller, Mr. Yu Jianming, received two “Notice of Filing” letters (No.: CSRC Filing No. 0342024005 and CSRC Filing No. 0342024006) issued by the China Securities Regulatory Commission (CSRC). The CSRC has decided to initiate an investigation into the company and Mr. Yu Jianming due to suspected violations of information disclosure regulations. As of now, the company has not yet received any conclusive opinions from the CSRC. There is a possibility that the company’s self-examination results may not fully align with the findings of the CSRC’s investigation. Investors are advised to pay close attention to any subsequent risks.

(10) Corporate Debt and Operational Risks

The company’s total debt amounts to 1.805 billion yuan, of which the total amount of overdue debt is 1.602 billion yuan, and the amount of debt involved in litigation reaches 1.824 billion yuan. With the exception of the bank accounts of its subsidiary, Hua Hui Environmental Protection, and its wholly-owned subsidiary, Ningxia Tianfu, most of the company’s bank accounts, as well as those of Hengli International Trade and the activated carbon branch of Hua Hui Environmental Protection, have been frozen. Although the bank accounts of Zhongke New Materials have all been unfrozen, the company currently suffers from a severe shortage of funds and liquid assets needed for debt repayment. Given the extremely high level of debt risk at present, the company’s ability to continue operating is facing serious negative impacts. It is unable to repay its maturing debts and clearly lacks the financial capacity to do so, thus meeting the legal requirements for bankruptcy.

(11) Risks associated with other risk warnings

Since the company’s audited net profits for the three consecutive fiscal years from 2021 to 2023—whichever is lower, before and after deducting non-recurring gains and losses—were all negative, and given that the 2023 audit report indicated uncertainty regarding the company’s ability to continue operating, in accordance with relevant provisions of the “Shanghai Stock Exchange Rules for the Listing of Stocks,” the Shanghai Stock Exchange has imposed an additional risk alert on the company’s shares. As of the date of this announcement, the aforementioned “additional risk alert” has not yet been lifted.

(12) Risks related to litigation matters

As of the date of this announcement, the company and its subsidiaries are involved in numerous lawsuits arising from disputes over loan agreements, equity transfer agreements, sales contracts, construction project contracts, liability disputes related to false statements in securities, and agency agreements. Given that some of these lawsuits are either in the stage of having been concluded but not yet executed, in the stage of having been concluded but not fully executed, still pending trial, or have been filed but not yet scheduled for trial, it is currently impossible to accurately assess their impact on the company’s current-period or future-period profits.

(13) Risks associated with share pledges by controlling shareholders

Shanghai Zhongneng holds 200,000,000 shares of the company, representing 29.20% of the company’s total share capital. As of the date this announcement is disclosed, the number of shares pledged by Shanghai Zhongneng is 200,000,000, and these shares have been frozen, accounting for 100% of the total shares held by Shanghai Zhongneng.

IV. Board of Directors’ Statement

The company’s board of directors confirms that there are no matters—nor any related planning, discussions, intentions, or agreements—that should have been disclosed pursuant to the relevant regulations, such as the “Rules Governing the Listing of Stocks on the Shanghai Stock Exchange,” but which have not been disclosed. The board has also not become aware of any information that, if disclosed in accordance with the relevant regulations—including the “Rules Governing the Listing of Stocks on the Shanghai Stock Exchange”—could significantly affect the trading price of the company’s shares. Furthermore, the information previously disclosed by the company does not require any correction or supplementation.

Hereby announced.

Ningxia Zhongke Biotechnology Co., Ltd.

Board of Directors

January 3, 2025