Jiangsu Hualan Pharmaceutical Co., Ltd.
Announcement on Adjusting the External Investment Matters of a Wholly-Owned Subsidiary
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.
Jiangsu Hualan Pharmaceutical Co., Ltd. (hereinafter referred to as "Hualan Co., Ltd.") held the 19th meeting of the Sixth Board of Directors on July 27, 2026, and reviewed and approved the "Proposal on Adjusting the External Investment Matters of a Wholly-Owned Subsidiary." The Board of Directors agreed that Hualan Co., Ltd.'s wholly-owned subsidiary, Hainan Lingqing Smart Digital Pharmaceutical Technology Co., Ltd. (hereinafter referred to as "Lingqing Smart"), will adjust some clauses of the previously signed "Investment Agreement with Wuxi Natural Constant Technology Co., Ltd." (hereinafter referred to as the "Original Investment Agreement"), and agreed to sign the "Shareholder Agreement with Wuxi Natural Constant Technology Co., Ltd." (hereinafter referred to as the "Shareholder Agreement") and a new "Investment Agreement with Wuxi Natural Constant Technology Co., Ltd." (hereinafter referred to as the "Investment Agreement" or "this Agreement").
After the signing of the above agreements, there will be two important changes:
(1) In the pre-transaction matters and transaction conditions precedent, the management shareholders originally scheduled to participate in the capital increase will be changed from the individual Professor Johan Auwerx ("Core Advisor") to the Swiss company Reamol Biomedical Consulting Sàrl (hereinafter referred to as the "Core Advisor's Holding Entity") held by Professor Johan Auwerx. As of the disclosure date of this announcement, Reamol Biomedical Consulting Sàrl has completed its capital increase and investment in Natural Constant, holding a 16.67% stake; meanwhile, Professor Johan Auwerx has signed an employment contract with Natural Constant and officially joined the company.
(2) Based on the recognition by École Polytechnique Fédérale de Lausanne (hereinafter referred to as "EPFL"), which has world-leading research strength in life sciences and AI pharmaceutical R&D, representing the forefront of global life sciences and cutting-edge technology R&D, of the commercialization prospects, R&D paradigm, technical route, and cooperation partners of Wuxi Natural Constant Technology Co., Ltd. (hereinafter referred to as "Natural Constant" or "the Company"), EPFL has proposed to enjoy an option, which is the right to, in accordance with the EPFL license agreement, indirectly obtain a 5% equity interest in the Company (calculated on a fully diluted basis as of the effective date of the EPFL license agreement) through an employee stock ownership plan at the time of exercise. As of the disclosure date of this announcement, the EPFL license agreement has been signed. The clause in the investment agreement "The Company has obtained the exclusive global development license or authorization for the hybrid diversity mouse population (HDP) tissue bank from the EPFL Integrated Systems Physiology Laboratory necessary for carrying out its main business ("EPFL License")" has been achieved.
As of the disclosure date of this announcement, the following important progress has been made in this investment matter: (1) Reamol Biomedical Consulting Sàrl has completed its capital increase and investment in Natural Constant, holding a 16.67% stake. (2) Professor Johan Auwerx has signed an employment contract with Natural Constant and officially joined the company. (3) The EPFL license agreement, namely the exclusive global development license or authorization for the hybrid diversity mouse population (HDP) tissue bank from the EPFL Integrated Systems Physiology Laboratory ("EPFL License"), has been signed, and Natural Constant has obtained the exclusive global development license or authorization for the HDP tissue bank necessary for carrying out its main business.