Securities Code: 300692
Securities Abbreviation: Zhongfu Technology
Announcement Number: 2026-083
Anhui Zhongfu Yuan Chuang Technology Group Co., Ltd.
Announcement on the Acquisition of Junke Zhengyuan Equity and the Proposed Signing of the "Equity Transfer Agreement"
The Company and all members of the Board of Directors guarantee the content of the information disclosure is true, accurate, and complete, and there are no false records, misleading statements, or major omissions.
Special Reminder:
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Zhongfu Junke Zhengyuan (Anhui) Biotechnology Co., Ltd. (hereinafter referred to as "the Transferee" or "Zhongfu Zhengyuan"), a wholly-owned subsidiary of Anhui Zhongfu Yuan Chuang Technology Group Co., Ltd. (hereinafter referred to as "the Company"), intends to sign an "Equity Transfer Agreement" with Junke Zhengyuan (Beijing) Pharmaceutical Research Co., Ltd. (hereinafter referred to as "Junke Zhengyuan" or "the Target Company") and its shareholders to acquire the controlling interest of Junke Zhengyuan and its integrated CRO assets, by acquiring 87% of Junke Zhengyuan's equity for RMB 100,000,000,000 (hereinafter referred to as "this transaction").
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The funds for this acquisition will be jointly raised through self-owned funds, professional investment institutions, and bank M&A loans. Upon completion of this transaction, the Company will hold 87% of the equity of Junke Zhengyuan after the integration of CRO assets. Junke Zhengyuan will become a controlling subsidiary of the Company and will be included in the Company's consolidated financial statements.
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This transaction includes performance commitments. The performance obligor promises that the audited non-recurring net profit of the target company will not be less than RMB 66,000,000 (excluding the impact of dividend distribution) from July 1, 2026, to June 30, 2027; not less than RMB 77,000,000 (excluding the impact of dividend distribution) from July 1, 2027, to June 30, 2028; and not less than RMB 88,000,000 (excluding the impact of dividend distribution) from July 1, 2028, to June 30, 2029. The last period's performance target is only related to ESOP grants and is not related to the equity transfer of the target company. The final transaction price and equity incentive grants will be determined based on the completion of the performance targets. If the cumulative audited non-recurring net profit for the performance assessment periods of July 1, 2026, to June 30, 2027, and July 1, 2027, to June 30, 2028, is not less than RMB 143,000,000, and the Transferee has not incurred any goodwill impairment loss in this transaction, it will be deemed that the target company has fulfilled its performance commitment.
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This transaction matter has been reviewed and approved by the Fourth Board of Directors' Strategy and ESG Committee at its fifth meeting and the Fourth Board of Directors at its eighteenth meeting, and it still needs to be submitted to the Company's shareholders' meeting for review.
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The parties to this transaction are not related to the Company. This transaction does not constitute a related-party transaction and does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
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This transaction involves risks related to integration and operational management, macroeconomic and industry policy risks, and market competition risks, as well as judicial freezing risks. For details, please refer to "VIII. Risk Warning for This Transaction." The Company will continue to pay attention to the operating conditions of the target company and fulfill its information disclosure obligations in a timely manner in accordance with relevant laws, regulations, and normative documents. Investors are advised to make prudent decisions, invest rationally, and pay attention to investment risks.
I. Overview of the Transaction
(I) Progress of Previous Transactions