Leadman Biochemistry to acquire 70% of XianSheng XiangRui for RMB 1.73bn

Leadman Biochemistry intends to acquire 70% of XianSheng XiangRui's equity for RMB 1,733,000,000.00. The acquisition is based on an appraisal report by Jinzheng (Shanghai) Asset Appraisal Co., Ltd., valuing XianSheng XiangRui’s total equity at RMB 2,674,000,000.00 as of July 31, 2025. After deducting a post-valuation dividend of RMB 191,090,000.00, the 70% equity is valued at RMB 1,738,037,000.00, with the final transaction price agreed upon by both parties.

The acquisition will be executed in two installments, with 70% (RMB 1,213,100,000.00) paid within five working days of the agreement's effectiveness, and the remaining 30% (RMB 519,900,000.00) paid within 15 working days of the closing date. This transaction is considered a major asset reorganization, as XianSheng XiangRui’s total assets, net assets, and operating income exceed 50% of Leadman Biochemistry’s corresponding figures for 2024. The acquisition is structured to avoid stock issuance, preventing changes in Leadman Biochemistry’s equity structure or controlling shareholder.

The acquisition is designed to enhance Leadman Biochemistry's profitability, with projections showing increased net profit and earnings per share for 2024 and 2025. The transaction requires approval from Leadman Biochemistry's shareholders and relevant state-owned asset supervision authorities. The parties have agreed to a performance commitment and compensation arrangement, where XianSheng XiangRui’s cumulative net profit for 2025-2027 is guaranteed to be no less than RMB 559,910,000.00.