Securities Code: 301584
Securities Abbreviation: J&F Zhixin
Announcement No.: 2026-038
Shanghai J&F Zhixin Medical Technology Group Co., Ltd.
Announcement on the Acquisition of 100% Equity of Shanghai J&F Ruizhi Biotechnology Co., Ltd. and Associated Transaction
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed in this announcement, and that there are no false records, misleading statements, or significant omissions.
Special Notice:
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Shanghai J&F Zhixin Medical Technology Group Co., Ltd. (hereinafter referred to as the "Company") intends to use its own funds to acquire 100% equity of Shanghai J&F Ruizhi Biotechnology Co., Ltd. (hereinafter referred to as "J&F Ruizhi" or the "Target Company") held directly by its controlling shareholder, Xiamen J&F Medical Health Investment Co., Ltd. (hereinafter referred to as "J&F Medical"), and indirectly through Xiamen Hongyuan Medical Management Co., Ltd. (hereinafter referred to as "Hongyuan Medical," a wholly-owned subsidiary of J&F Medical). Upon completion of the acquisition, the Company will hold 100% equity of J&F Ruizhi, and J&F Ruizhi will be included in the Company's consolidated financial statements.
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In accordance with the "Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange" and the "Articles of Association" of the Company, this transaction constitutes a connected transaction. This connected transaction is within the scope of the Company's Board of Directors' approval authority and does not require submission to the Company's shareholders' meeting for deliberation.
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This transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring for the purpose of change of control.
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This transaction may face risks from changes in the external operating environment and internal business integration. For specific details, please refer to the section "(III) Potential Risks" under "VII. Purpose, Impact, and Risks of this Connected Transaction" in this announcement. Investors are kindly advised to pay attention to the risks.
I. Overview of Connected Transactions
- Basic Information of Connected Transactions
To implement the Company's "15th Five-Year Plan" strategic development plan and actively expand into the upstream areas of the medical industry chain, further enrich its product portfolio and customer base, the Company intends to use its own funds to acquire 95% equity of J&F Ruizhi held by its controlling shareholder J&F Medical and 5% equity of J&F Ruizhi held by Hongyuan Medical, respectively.
According to the "Asset Valuation Report on the Equity of Shanghai J&F Ruizhi Biotechnology Co., Ltd. Involved in the Proposed Equity Transaction of Xiamen J&F Medical Health Investment Co., Ltd. and Shanghai J&F Zhixin Medical Technology Group Co., Ltd." (Jiaoxue Pinggu Pingbao [2026] No. 8300039, hereinafter referred to as the "Valuation Report") issued by Xiamen Jiaoxue Asset Appraisal and Real Estate Valuation Co., Ltd. (hereinafter referred to as "Jiaoxue Pinggu"), an appraisal institution qualified under the "Securities Law," as of the valuation benchmark date of December 31, 2025, the total shareholder's equity of the target company was valued at RMB 35.0668 million. Following negotiation among all parties and filing with the authorized institution of the Xiamen State-owned Assets Supervision and Administration Commission, the total consideration for the acquisition of 100% equity is determined to be RMB 35.0668 million. Upon completion of this transaction, J&F Ruizhi will be included in the Company's consolidated financial statements.