Shanghai HaiRong Food Technology Co., Ltd.
Announcement on External Investment to Acquire Equity and Sign Long-Term Strategic Cooperation Agreement
The Company and the entire Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or major omissions.
Special Notice
● On July 30, 2026, Shanghai HaiRong Food Technology Co., Ltd. (hereinafter referred to as "the Company", "HaiRong Technology", or "the Acquirer") signed the "Equity Transfer Agreement for Sugar Box Food (Kunshan) Co., Ltd." (hereinafter referred to as "Equity Transfer Agreement") with Sugar Box Food (Kunshan) Co., Ltd. (hereinafter referred to as "Target Company", "Sugar Box Food", or "Target Company") and Shanghai Tangdou Technology Co., Ltd. (hereinafter referred to as "Tangdou Technology" or "Transferor"). The Company plans to use its own funds of RMB 130 million to acquire 55% of the equity of Sugar Box Food held by Tangdou Technology (hereinafter referred to as "Target Equity"). Upon completion of this transaction, the Company will directly hold 55% of the equity of Sugar Box Food, and Sugar Box Food will become a controlling subsidiary of the Company, included in the Company's consolidated financial statements.
● On July 30, 2026, as a prerequisite for the delivery of the "Equity Transfer Agreement for Sugar Box Food (Kunshan) Co., Ltd.", HaiRong Technology, together with Boxma (China) Co., Ltd. (the controlling shareholder and founding shareholder of Tangdou Technology, hereinafter referred to as "Boxma (China)"), and Sugar Box Food, signed the "Long-Term Strategic Cooperation Agreement" (hereinafter referred to as "Cooperation Agreement"). The term of the Cooperation Agreement is from the effective date of the agreement until December 31, 2030. During each calendar year within the cooperation period, provided that Sugar Box Food fully performs its obligations, including but not limited to prioritizing R&D and production capacity, providing open daily baking formula technology and technical training, sharing centralized procurement cost advantages, maintaining consistent pricing levels for suppliers of similar products, and not violating intellectual property rights and confidentiality arrangements, the total tax-inclusive amount of purchase orders issued by Boxma (China) or its affiliated companies to Sugar Box Food shall not be less than RMB 210 million per year (¥210,000,000.00).
● Upon completion of this transaction, the Target Company will be included in the Company's consolidated financial statements, and this transaction will generate goodwill of a certain amount. According to the relevant provisions of the "Accounting Standards for Business Enterprises", the goodwill formed by this transaction needs to be tested for impairment in each accounting period. If the future operating conditions of the Target Company are not as expected due to overall industry downturn or its own factors, the goodwill generated by this transaction may be impaired, which will have an adverse impact on the Company.
● The Target Company has formed its unique management model, business processes, and corporate culture, which differ from the Company's. In terms of organizational integration, system docking, team collaboration, and cultural identity, the two parties will need a relatively long adjustment period. If the conflict of management philosophies cannot be effectively coordinated, it may lead to a decrease in the efficiency of internal collaboration and less than expected resource synergy for the Target Company, thereby affecting the overall strategic progress of the Company.
● The Target Company's current business scale is relatively small, and sales revenue from major customers accounts for a relatively high proportion. If the Target Company cannot effectively develop new customers and maintain the stability and continuity of cooperation with important existing customers, it will not be able to form more long-term stable customer resources, or if there is a significant adverse change in cooperation with major customers, it will face customer stability risks, which may bring significant uncertainty to future performance.