GYRE THERAPEUTICS, INC. — fact timeline

GYRE THERAPEUTICS, INC. shareholders approved Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation at the 2023-08-29 meeting.

“Proposal 10 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation Catalyst’s stockholders voted on the frequency of future advisory votes on executive compensation on a non-binding, advisory basis by the following votes: Votes For 1 Year Votes for 2 Years Votes for 3 Years Abstentions Broker Non-Votes 10,326,688 43,232 194,114 206,480 14,485,801”

GYRE THERAPEUTICS, INC. shareholders approved Approval of the Compensation of Catalyst’s Named Executive Officers at the 2023-08-29 meeting.

“Proposal 9 – Approval of the Compensation of Catalyst’s Named Executive Officers Catalyst’s stockholders approved the compensation of Catalyst’s Named Executive Officers on a non-binding, advisory basis by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 10,265,419 374,990 130,105 14,485,801”

GYRE THERAPEUTICS, INC. shareholders approved Election of two Class II directors at the 2023-08-29 meeting.

“Proposal 8 – Election of Directors Catalyst’s stockholders approved the election of two Class II directors to the Board for three year terms or until their respective successors are elected and qualified or until their earlier resignation or removal, by the following votes: Nominee Votes For Votes Withheld Broker Non-Votes Andrea Hunt 10,523,301 247,213 14,485,801 Nassim Usman, Ph.D. 10,536,961 233,553 14,485,801”

GYRE THERAPEUTICS, INC. shareholders rejected Approval of Stockholder Action by Written Consent at the 2023-08-29 meeting.

“Proposal 7 – Approval of Stockholder Action by Written Consent Catalyst’s stockholders did not approve the adoption of an amendment to Catalyst’s restated certificate of incorporation to allow stockholders to act by written consent, for so long as GNI USA and its affiliates beneficially own 50% or more of the combined voting power of the outstanding shares of Catalyst Common Stock, by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 9,854,595 884,222 31,697 14,485,801”

GYRE THERAPEUTICS, INC. shareholders approved Approval of the Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan at the 2023-08-29 meeting.

“Proposal 6 – Approval of the Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan Catalyst’s stockholders approved the adoption of the Gyre Therapeutics, Inc. 2023 Omnibus Incentive Plan, by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 10,167,733 538,802 63,979 14,485,801”

GYRE THERAPEUTICS, INC. shareholders rejected Approval of the Creation a New Class of Non-Voting Common Stock at the 2023-08-29 meeting.

“Proposal 5 – Approval of the Creation a New Class of Non-Voting Common Stock Catalyst’s stockholders did not approve the adoption of an amendment to Catalyst’s restated certificate of incorporation to authorize up to 20,000,000 shares of non-voting common stock, par value $0.001 pers share, by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 9,531,069 1,187,226 52,219 14,485,801”

GYRE THERAPEUTICS, INC. shareholders approved Approval of the Reverse Stock Split of Catalyst Common Stock at the 2023-08-29 meeting.

“Proposal 4 – Approval of the Reverse Stock Split of Catalyst Common Stock Catalyst’s stockholders approved the adoption of an amendment to Catalyst’s restated certificate of incorporation to effect a reverse stock split of Catalyst’s issued common stock by a ratio of not less than 1-for-10 and not more than 1-for-60, such ratio to be determined in the discretion of Board of Directors of Catalyst (the “Board”), by the following votes: Holders Votes For Votes Against Abstentions Catalyst Common Stock 24,377,875 823,859 54,581 Catalyst Series Y Preferred Stock 6,094,468,750 205,964,750 13,645,250 Catalyst Common Stock + Catalyst Series Y Preferred Stock 6,118,846,625 206,788,609 13,699,831”

GYRE THERAPEUTICS, INC. shareholders approved Approval of Increasing the Number of Authorized Shares of Catalyst Common Stock at the 2023-08-29 meeting.

“Proposal 3 – Approval of Increasing the Number of Authorized Shares of Catalyst Common Stock Catalyst’s stockholders approved the adoption of an amendment to Catalyst’s restated certificate of incorporation to increase the number of authorized shares of Catalyst Common Stock from 100,000,000 shares to 400,000,000 shares, by the following votes: Votes For Votes Against Abstentions 24,355,825 719,069 181,421”

GYRE THERAPEUTICS, INC. shareholders approved Approval of the Conversion of Catalyst Convertible Preferred Stock into Shares of Catalyst Common Stock at the 2023-08-29 meeting.

“Proposal 2 – Approval of the Conversion of Catalyst Convertible Preferred Stock into Shares of Catalyst Common Stock As previously disclosed in the Proxy Statement, GNI Group and GNI HK, collectively holding 6,266,521 shares of Catalyst Common Stock issued under the Asset Purchase Agreement, dated December 26, 2022 and amended on March 29, 2023 (the “Asset Purchase Agreement”), were not entitled to vote on Proposal No. 2 for purposes of compliance with the listing rules of The Nasdaq Stock Market (“Nasdaq”). After subtracting such 6,266,521 shares of Catalyst Common Stock from the total numbers of shares voted on and voted “for” Proposal No. 2, Catalyst’s stockholders approved the conversion of Catalyst Convertible Preferred Stock into shares of Catalyst Common Stock pursuant to the Asset Purchase Agreement, by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 4,259,446 214,221 30,326 14,485,801”

GYRE THERAPEUTICS, INC. shareholders approved Approval of the Issuance of Shares of Catalyst Common Stock and Catalyst Convertible Preferred Stock at the 2023-08-29 meeting.

“Proposal 1 – Approval of the Issuance of Shares of Catalyst Common Stock and Catalyst Convertible Preferred Stock Catalyst’s stockholders approved the issuance of shares of Catalyst Common Stock and Catalyst Series X Convertible Preferred Stock, par value $0.001 per share (the “Catalyst Convertible Preferred Stock”), each pursuant to the terms of the Business Combination Agreement, by the following votes: Votes For Votes Against Abstentions Broker Non-Votes 10,508,917 226,149 35,448 14,485,801”

GYRE THERAPEUTICS, INC. amended Business Combination Agreement with Catalyst Biosciences, Inc., GNI USA, Inc., GNI Group Ltd., GNI Hong Kong Limited, Shanghai Genomics, Inc., and Continent Pharmaceuticals Inc. (effective 2023-08-30).

“On August 30, 2023, Catalyst Biosciences, Inc., a Delaware corporation (“Catalyst”), GNI USA, Inc., a Delaware corporation (“GNI USA”), GNI Group Ltd., a company incorporated under the laws of Japan with limited liability (“GNI Group”), GNI Hong Kong Limited, a company incorporated under the laws of Hong Kong with limited liability (“GNI HK”), Shanghai Genomics, Inc., a company organized under the laws of the People’s Republic of China (“Shanghai Genomics”, and collectively with GNI USA, GNI Group and GNI HK, the “Contributors”), and Continent Pharmaceuticals Inc., a Cayman Islands company limited by shares (the “CPI”), entered into a second amendment (the “Second Amendment”) to the previously announced Business Combination Agreement, dated as of December 26, 2022, as amended on March 29, 2023 (the “Business Combination Agreement”).”

GYRE THERAPEUTICS, INC.: Filed a Certificate of Designation for Series Y Preferred Stock, setting forth rights, preferences, and limitations in connection with a Reverse Stock Split amendment to the Certificate of Incorporation (effective 2023-06-20).

“The Company has filed a certificate of designation with respect to the Series Y Preferred Stock (the “Certificate of Designation”) that sets forth the rights, preferences and limitations of the Series Y Preferred Stock”

GYRE THERAPEUTICS, INC. received a nasdaq deficiency notice notice regarding late filing (rules 5550(a)(2), 5550(b)(1)).

“that, because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company was not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Company was granted 180 calendar days, or until May 1, 2023, to regain compliance with the Minimum Bid Price Requirement. On May 2, 2023, the Company was notified by the Listing Qualifications Staff (the “Staff”) of Nasdaq that the Company did n”

GYRE THERAPEUTICS, INC. amended CVR Agreement Amendment (effective 2023-03-29).

“On March 29, 2023, Catalyst executed an amendment to Contingent Value Rights Agreement (the “ CVR Agreement Amendment ”) to the previously announced Contingent Value Rights Agreement, dated as of December 26, 2022 (the “ CVR Agreement ”).”

GYRE THERAPEUTICS, INC. amended Agreement and Amendment with Catalyst, GNI Group and GNI HK (effective 2023-03-29).

“On March 29, 2023, Catalyst, GNI Group and GNI HK entered into an agreement and amendment (the “ Agreement and Amendment ”) to the previously announced Asset Purchase Agreement, dated as of December 26, 2022 (the “ F351 Agreement ”).”

GYRE THERAPEUTICS, INC. amended BCA Amendment with Catalyst Biosciences, Inc., GNI USA, Inc., GNI Group Ltd., GNI Hong Kong Limited, Shanghai Genomics, Inc., the Minority Holders, and Continent Pharmaceuticals Inc. (effective 2023-03-29).

“On March 29, 2023, Catalyst Biosciences, Inc., a Delaware corporation (“ Catalyst ”), GNI USA, Inc., a Delaware corporation (“ GNI USA ”), GNI Group Ltd., a company incorporated under the laws of Japan with limited liability (“ GNI Group ”), GNI Hong Kong Limited, a company incorporated under the laws of Hong Kong with limited liability (“ GNI HK ”), Shanghai Genomics, Inc., a company organized under the laws of the People’s Republic of China (“ Shanghai Genomics ”, and collectively with GNI USA, GNI Group and GNI HK, the “ Contributors ,” and each a “ Contributor ”), the individuals (each, a “ Minority Holder ” and collectively, the “ Minority Holders ”) listed on Annex A thereto and Continent Pharmaceuticals Inc., a Cayman Islands company limited by shares (the “ CPI ”), entered into an amendment (the “ BCA Amendment ”) to the previously announced Business Combination Agreement, dated as of December 26, 2022 (the “ Business Combination Agreement ”).”

GYRE THERAPEUTICS, INC. completed a disposition involving GC Biopharma Corp. for $6 million in cash (closed 2023-02-27).

“(MarzAA), dalcinonacog alpha (DalcA) and CB-2679d-GT (the “Purchased Assets”). In consideration for the purchase of the Purchased Assets, Buyer will pay Catalyst a total of $6 million in cash, with $1 million payable on closing and $5 million retained as a hold-back until twenty-four months after the closing, subject to the satisfaction of post-closing”

GYRE THERAPEUTICS, INC. entered into Purchase Agreement with GC Biopharma Corp. valued at $6 million in cash, with $1 million payable on closing and $5 million retained as a hold-back (effective 2023-02-27).

“On February 27, 2023, Catalyst Biosciences, Inc. (“Catalyst”) entered into and closed on an Asset Purchase Agreement (the “Purchase Agreement”) with GC Biopharma Corp. (“Buyer”), pursuant to which Buyer acquired on such date Catalyst’s legacy rare bleeding disorder program, including marzeptacog alpha activated (MarZAA), dalcinonacog alpha (DalcA) and CB-2679d-GT (the “Purchased Assets”).”

Grant Blouse was terminated as Chief Scientific Officer at GYRE THERAPEUTICS, INC..

“On January 15, 2023, Catalyst Biosciences, Inc. (the “Company’”) terminated Grant Blouse Ph.D. from his position as the Chief Scientific Officer of the Company, effective as of January 15, 2023 (the “Effective Date”).”

GYRE THERAPEUTICS, INC.: Five directors resigned and two new directors were appointed to the Board, along with committee assignments (effective 2022-12-26).

“Resignation of Directors On December 26, 2022, immediately prior to the F351 Effective Time, Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors (the “ Board ”). The resignations were made in connection with the consummation of the transactions contemplated by the F351 Agreement and were not due to any disagreement or dispute relating to Catalyst’s operations, policies or practices. Appointment of Directors In accordance with the F351 Agreement, on December 26, 2022, effective as of the F351 Effective Time, the Board appointed Ying Luo, Ph.D. and Mr. Thomas Eastling to the Board as directors.”

GYRE THERAPEUTICS, INC. completed an acquisition involving GNI Group Ltd. and GNI Hong Kong Limited for $35,000,000 in shares (closed 2022-12-26).

“Under the terms of the F351 Agreement and upon the effective time of the transactions contemplated by the F351 Agreement (the “ F351 Effective Time ”), Catalyst paid the Sellers $35,000,000 in the form of: 6,266,521 shares of Catalyst common stock, par value $0.001 per share (the “ Catalyst Common Stock ”); and 12,340 shares of Catalyst Series X Convertible”

GYRE THERAPEUTICS, INC. entered into Business Combination Agreement with GNI USA, Inc., GNI Japan, GNI Hong Kong, Shanghai Genomics, Inc., the Minority Holders, and Continent Pharmaceuticals Inc. (effective 2022-12-26).

“On December 26, 2022, Catalyst, GNI USA, Inc., a Delaware corporation (“ GNI USA ”), GNI Japan, GNI Hong Kong, Shanghai Genomics, Inc., a company organized under the laws of the People’s Republic of China (“ SG ”, and collectively with GNI USA, GNI Japan and GNI HK, “ Contributors ,” and each a “ Contributor ”), the individuals (each, a “ Minority Holder ” and collectively, the “ Minority Holders ”) listed on Annex A to that certain Business Combination Agreement (the “ Business Combination Agreement ”), and Continent Pharmaceuticals Inc., a Cayman Islands company limited by shares (“ CPI ”), entered into the Business Combination Agreement”

GYRE THERAPEUTICS, INC. entered into F351 Agreement with GNI Group Ltd. and GNI Hong Kong Limited valued at $35,000,000 (effective 2022-12-26).

“On December 26, 2022, Catalyst Biosciences, Inc., a Delaware corporation (“ Catalyst ”), acquired the F351 Assets (as defined below) from GNI Group Ltd., a company incorporated under the laws of Japan with limited liability (“ GNI Japan ”), and GNI Hong Kong Limited, a company incorporated under the laws of Hong Kong with limited liability (“ GNI Hong Kong ” and, together with GNI Japan, the “ Sellers ”), pursuant to that certain Asset Purchase Agreement, dated December 26 2022 (the “ F351 Agreement ”), by and among Catalyst and the Sellers.”

Augustine Lawlor was appointed as Director at GYRE THERAPEUTICS, INC..

“The Board appointed Mr. Augustine Lawlor to serve as a Class I director”

Nassim Usman was appointed as Director at GYRE THERAPEUTICS, INC..

“The Board appointed Nassim Usman, Ph.D. to serve as a Class III director”

Andrea Hunt was appointed as Chair of the Board at GYRE THERAPEUTICS, INC..

“(i) Ms. Andrea Hunt as Chair”

Andrea Hunt was appointed as Director at GYRE THERAPEUTICS, INC..

“The Board also appointed Ms. Andrea Hunt to serve as a Class II director”

Thomas Eastling was appointed as Director at GYRE THERAPEUTICS, INC..

“the Board appointed Ying Luo, Ph.D. and Mr. Thomas Eastling to the Board as directors.”

Ying Luo was appointed as Director at GYRE THERAPEUTICS, INC..

“the Board appointed Ying Luo, Ph.D. and Mr. Thomas Eastling to the Board as directors.”

Eddie Williams resigned as Director at GYRE THERAPEUTICS, INC..

“Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors”

Sharon Tetlow resigned as Director at GYRE THERAPEUTICS, INC..

“Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors”

Geoffrey Ling resigned as Director at GYRE THERAPEUTICS, INC..

“Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors”

Jeanne Jew resigned as Director at GYRE THERAPEUTICS, INC..

“Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors”

Errol B. De Souza resigned as Director at GYRE THERAPEUTICS, INC..

“Errol B. De Souza, Ph.D., Jeanne Jew, Geoffrey Ling, M.D./Ph.D., Sharon Tetlow and Eddie Williams voluntarily resigned from Catalyst’s Board of Directors”

GYRE THERAPEUTICS, INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“November 2, 2022, Catalyst Biosciences, Inc., a Delaware Corporation (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) informing the Company that because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company is not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Marketplace Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Marke”

Seline Miller changed role as Senior Vice President, Finance and interim Chief Financial Officer at GYRE THERAPEUTICS, INC..

“Seline Miller, the Company’s Controller, was promoted to Senior Vice President, Finance and will serve as the Company’s interim Chief Financial Officer and interim Principal Accounting Officer.”

Clinton Musil resigned as Chief Financial Officer at GYRE THERAPEUTICS, INC..

“On October 7, 2021, Clinton Musil, Chief Financial Officer of Catalyst Biosciences, Inc. (the “Company”), notified the Company of his decision to resign for personal reasons.”

Jeanne Y. Jew was appointed as Class III director at GYRE THERAPEUTICS, INC..

“On September 8, 2021, Catalyst Biosciences, Inc. (“Catalyst”) announced that the Board of Directors of Catalyst (the “Board”), has appointed, effective as of September 9, 2021 (the “Effective Date”), Ms. Jeanne Y. Jew as a Class III director of Catalyst with a term to expire at the 2024 Annual Meeting of Stockholders.”

Howard Levy retired as Chief Medical Officer at GYRE THERAPEUTICS, INC..

“Howard Levy, M.B.B.Ch, Ph.D., M.M.M. its Chief Medical Officer plans to retire effective August 15, 2021”

Howard Levy retired as Chief Medical Officer at GYRE THERAPEUTICS, INC..

“On July 14, 2021, the Company announced that Howard Levy, the Company’s Chief Medical Officer, plans to retire from his position.”

Grant Blouse changed role as Chief Scientific Officer at GYRE THERAPEUTICS, INC..

“On July 14, 2021, Catalyst Biosciences, Inc. (the “Company”) announced that Grant Blouse has been promoted to Chief Scientific Officer of the Company.”