Securities Code: 300692
Securities Abbreviation: Zhongfu Technology
Announcement Number: 2026-093
Anhui Zhongfu Yuanchuang Technology Group Co., Ltd.
Announcement on the Acquisition of Junke Zhengyuan Equity and the Proposed Signing of a Supplemental Agreement to the Equity Transfer Agreement
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false representations, misleading statements, or material omissions.
Special Reminder:
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Anhui Zhongfu Yuanchuang Technology Group Co., Ltd. (hereinafter referred to as the "Company") held the 18th meeting of the Fourth Board of Directors on June 30, 2026, and reviewed and approved the "Proposal on the Company's Acquisition of Junke Zhengyuan Equity and the Proposed Signing of an Equity Transfer Agreement." The proposal agreed that Zhongfu Junke Zhengyuan (Anhui) Biotechnology Co., Ltd. (hereinafter referred to as "Transferee" or "Zhongfu Zhengyuan"), a wholly-owned subsidiary of the Company, would sign an Equity Transfer Agreement with Junke Zhengyuan (Beijing) Pharmaceutical Research Co., Ltd. (hereinafter referred to as "Junke Zhengyuan" or "Target Company") and related parties to acquire control of Junke Zhengyuan and its integrated CRO assets. The parties now intend to amend certain clauses of the Equity Transfer Agreement and sign a Supplemental Agreement to the Equity Transfer Agreement (hereinafter referred to as the "Supplemental Agreement").
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The Supplemental Agreement mainly adjusts the performance assessment period stipulated in the original Equity Transfer Agreement (adjusted to a natural calendar year basis, with an additional performance assessment period for the first half of 2029, the performance conditions for which will be determined by the Transferee at that time). Based on the aforementioned adjustments, the delivery conditions, Zhengyuan Rongfu grant conditions, and excess performance bonuses will be revised accordingly. In addition, this Supplemental Agreement perfects the payment prerequisite for the first transfer and delivery of the original Equity Transfer Agreement. These adjustments are an optimized arrangement to match the performance assessment mechanism with the Company's audit work and do not involve changes to core elements of the transaction plan such as the proportion of target shares or the transaction price. They do not constitute a substantial change to the overall transaction plan.
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The Supplemental Agreement has been reviewed and approved by the 6th meeting of the Strategy and ESG Committee of the Fourth Board of Directors and the 20th meeting of the Fourth Board of Directors. It still needs to be submitted for review by the Company's shareholders' meeting.
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The transaction carries risks including uncertainty in transaction progress and completion, risks in target asset integration and operations, macroeconomic and industry policy risks, uncertainty in fundraising, risk of goodwill impairment arising from this transaction, risk of investment returns being lower than expected due to failure to meet performance targets, and risks related to the judicial freezing of Tianjin Junke Zhengyuan's equity and changes to the transaction plan.
Regarding the overall transaction structure, the Company's wholly-owned subsidiary Zhongfu Junke Zhengyuan (Anhui) Biotechnology Co., Ltd. (hereinafter referred to as "Zhongfu Zhengyuan") will acquire 87% of the equity of Junke Zhengyuan (Beijing) Pharmaceutical Research Co., Ltd. (hereinafter referred to as "Junke Zhengyuan") held by Shanghai Jinpeng Biotechnology Co., Ltd. (hereinafter referred to as "Jinpeng Biotechnology") and Beijing Ruiguang Hengsheng Biotechnology Co., Ltd. (hereinafter referred to as "Ruiguang Hengsheng"). The transaction also involves the acquisition of assets related to CRO business from Tianjin Junke Zhengyuan Biotechnology Co., Ltd. (hereinafter referred to as "Tianjin Junke Zhengyuan"). On May 14, 2026, Zhongfu Biotechnology obtained the approval for the framework agreement and signed the equity transfer agreement with Jinpeng Biotechnology, agreeing to transfer 87% of the equity of Junke Zhengyuan for a transaction price of RMB 3,000,000,000. The relevant information was disclosed in the "Announcement on the Company's Acquisition of Junke Zhengyuan Equity and Proposed Signing of Equity Transfer Agreement" (Announcement No.: 2026-066) on April 27, 2026.