Sanxin Medical: Announcement on the signing of the "Supplementary Agreement" with Xiamen Jingpei Software and Jianhui Information
Securities code: 300453 Securities abbreviation: Sanxin Medical Announcement number: 2026-020 Jiangxi Sanxin Medical Technology Co., Ltd.
Announcement on the signing of the "Supplementary Agreement" with Xiamen Jingpei Software and Jianhui Information
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions.
Jiangxi Sanxin Medical Technology Co., Ltd. (hereinafter referred to as the "Company" or "Sanxin Medical") held the 24th meeting of the fifth board of directors on April 23, 2026, and reviewed and approved the "Proposal on the Signing of the Supplementary Agreement between the Company and Xiamen Jingpei Software and Jianhui Information". The relevant information is now announced as follows:
1. Overview of early capital increase and shareholding
The company held the 21st meeting of the fourth board of directors and the 19th meeting of the fourth board of supervisors on September 28, 2022, and reviewed and approved the "Proposal on Increasing Capital and Participation in Xiamen Jingpei Software Engineering Co., Ltd. and External Investment", and agreed that the company would increase capital by RMB 30 million in Xiamen Jingpei Software Engineering Co., Ltd. (hereinafter referred to as "Xiamen Jingpei Software" or "Party C") by paying cash. After the capital increase is completed, the company holds 24% of the equity of Xiamen Jingpei Software. The next day, the company and Xiamen Jingpei Software signed the "Equity Investment Agreement for Jiangxi Sanxin Medical Technology Co., Ltd. to increase capital in Xiamen Jingpei Software Engineering Co., Ltd." (hereinafter referred to as the "original agreement"). In August 2023, the joint-stock company Xiamen Jingpei Software increased its capital due to the need for business expansion. Based on development strategy considerations, the company gave up the preferential subscription rights for this capital increase and share expansion of Xiamen Jingpei Software. Xiamen Jinghui Software was invested by Shanghai Jianhui Information Technology Co., Ltd. (hereinafter referred to as "Jianhui Information") with a capital increase of RMB 22.5 million. After the completion of this capital increase, the company's shareholding ratio in Xiamen Jinghui Software dropped from 24.00% to 20.40%.
2. The circumstances surrounding the signing of the Supplementary Agreement
(1) Signing background
According to the original agreement, Xiamen Jingpei Software promised to realize a net profit of no less than 6 million yuan, 14 million yuan, and 22 million yuan in 2022, 2023, and 2024 respectively, and a cumulative net profit of no less than 42 million yuan in the three years from 2022 to 2024 (based on the lower before and after deducting non-recurring gains and losses and confirmed by an accounting firm hired or recognized by the company). According to the "Audit Report of Xiamen Jingpei Software Engineering Co., Ltd." issued by Xiamen Yehua Accounting Firm Co., Ltd. (Xiaye Hua Special Examination [2023] No. 003, Xia Yehua Special Examination [2024] 017, Xia Yehua Special Examination [2025] No. 001), Xiamen Jingpei Software did not complete the cumulative profit commitment in the original agreement, triggering the compensation measures clause of the cumulative profit commitment.
In 2025, the company communicated with the performance commitment compensation obligor many times and negotiated the share repurchase matter. In view of the tight liquidity of the performance commitment compensation obligor, it was temporarily unable to come up with sufficient funds to pay for all the share repurchase payments. In July 2025, the company received part of the share repurchase payment of 3 million yuan, and the corresponding equity repurchase ratio was 1.8%. After the repurchase was completed, the company's equity ratio in Xiamen Precision Software was reduced from 20.40% to 18.60%. In December 2025, Xiamen Jingpei Software held a shareholders' meeting and resolved to approve the targeted capital reduction and the company's signing of the "Supplementary Agreement" with Xiamen Jingpei Software and Jianhui Information. Currently, Xiamen Jingpei Software is in the process of industrial and commercial changes for capital reduction. After the capital reduction, the company's equity ratio in Xiamen Jingpei Software increased from 18.60% to 19.2017%. The main contents of the Supplementary Agreement to be signed this time are as follows:
(2) Main contents of the Supplementary Agreement
Party A (investor of Xiamen Precision Software):
Party A: Jiangxi Sanxin Medical Technology Co., Ltd. (Unified Social Credit Code: 91360100613026983X)
Party A 2: Shanghai Jianhui Information Technology Co., Ltd. (Unified Social Credit Code: 913101203986677289)
Party B (specific original shareholder of Xiamen Precision Software):
Party B 1: Wu Qichun, ID number: 3502**************
Party B 2: Liu Biyu, ID number: 3501******************
Party B 3: Zhang Shuihua, ID number: 3521******************
Party B 4: Xu Jinyang, ID number: 3503******************
Party C: Xiamen Jingpei Software Engineering Co., Ltd. (Unified Social Credit Code: 91350200302842924Q)
Article 1 Termination of the original terms of the agreement
The parties agree that as of the effective date of this Supplementary Agreement, all clauses regarding performance commitments, profit compensation, equity repurchase and related safeguard measures agreed in the original agreement (hereinafter referred to as the "original safeguard clauses") will be terminated and will no longer be legally binding on the parties. The other terms of the original agreement remain in effect.
Article 2 New performance commitments
All parties agreed that Party C’s new performance commitment period is 2026, 2027, and 2028 (hereinafter referred to as the “Commitment Period”).
Party C promises to achieve an audited net profit of no less than RMB 5 million, RMB 9 million, and RMB 16 million respectively during the above commitment period (whichever is lower before and after deducting non-recurring gains and losses, the same below). The cumulative net profit from 2026 to 2028 will be no less than RMB 30 million. The audit report shall be completed by an accounting firm jointly selected and recognized by Party A and in accordance with the currently effective accounting standards for enterprises. Party C shall issue an audited annual financial report within 60 days after the end of each year, and the 2028 cumulative net profit audit report shall also be completed before February 28, 2029.
Party B and Party C are not allowed to manipulate net profit data through related transactions, etc. If Party C is found to have committed financial fraud, it will be deemed that the performance commitment has not been completed, and Party B and Party C shall bear all liability for compensation in accordance with Article 4 of the Supplementary Agreement.
Article 3 Equity Ratio Adjustment
The adjustment ratio is based on the ratio of the total new three-year performance commitment (30 million yuan) to the total performance commitment for the period 2022-2024 (42 million yuan) in the original agreement (3000/4200=71.4286%).
All parties agree to adjust Party C’s shareholder equity ratio accordingly in accordance with the above adjustment ratio. Party B and Xiamen Jingrong Asset Management Co., Ltd. plan to transfer their combined 7.6807% equity of Party C (corresponding to a registered capital of RMB 1,410,109) to Sanxin Medical for free, and the equity ratio of Party B and Xiamen Jingrong Asset Management Co., Ltd. will be reduced accordingly. After the equity transfer was completed, Sanxin Medical finally held 26.8824% of Party C’s equity.
All parties shall complete the shareholder meeting resolution, board resolution (if necessary), and equity transfer agreement signing for this equity ratio adjustment within 30 working days from the effective date of this supplementary agreement. Party C shall be responsible for handling the industrial and commercial change registration procedures, and parties A and B shall cooperate.
Article 4 Profit Commitment Compensation Measures
If the cumulative net profit realized by Party C during the commitment period is less than RMB 30 million, Party B and Party C shall bear compensation liabilities in the following order and manner.
- Cash compensation
Party B shall pay the cash compensation in full to the bank account of Party C (target company) with its own funds according to the adjusted shareholding ratio within 30 working days from the official issuance of Party C's 2028 cumulative net profit audit report, to make up for the cumulative net profit difference (i.e.: 30 million yuan minus the cumulative actual net profit). 2. Equity compensation (triggered when Party B fails to perform or fully performs the above cash compensation obligations) If either Party B fails to pay cash compensation in full within the above agreed period, the equity compensation stipulated in this article will be triggered. Party A 1 and Party A 2 may separately require Party B and Party C to complete any of the following compensation procedures within 30 working days after the expiration of the cash compensation period:
(1) Equity repurchase
Party C and/or Party B are obliged to repurchase all or part of the equity of Party C held by Party A and Party A at that time. Repurchase price calculation formula: Repurchase price = remaining investment principal balance × (1 + 5% × n) - the dividends and bonuses that Party A has actually obtained through cash dividends since the date of completion of the industrial and commercial change registration of this equity change - the equity repurchase amount paid by Party B/Party C to Party A since the date of completion of the industrial and commercial change registration of this equity change.
Remaining investment principal balance: The balance of the initial investment amount of Party A after deducting the principal that has been recovered through repurchase before this supplemental agreement takes effect.
n (Investment Period): The number of days from the date when Party A’s initial investment completes the industrial and commercial change registration to the date when Party C and/or Party B fully repurchase the underlying equity held by Party A and completes the industrial and commercial change registration, divided by 365. The portion less than one year shall be converted proportionally.
(2) Free transfer of equity
Each party B shall compensate Party A 1 and Party A 2 based on the shareholding ratio of Party B in Party C after adjusting the equity ratio.
The calculation formula for the compensable registered capital contribution is: the registered capital contribution of Party C held by Party B after adjustment of the equity ratio × (the unfinished portion of the performance commitment ÷ the total performance commitment of 30 million yuan).
The amount of compensation registered capital contribution calculated according to the above formula shall be distributed according to the shareholding ratio of Party A and Party C in Party C at that time.
No matter what compensation method Party A chooses, Party B and Party C shall unconditionally cooperate with the relevant procedures (including but not limited to making relevant shareholder meeting resolutions, handling capital reduction procedures, industrial and commercial change registration, repurchase payment, etc.) within the time specified in the Supplementary Agreement to ensure that the compensation method chosen by Party A is realized.
3. Impact on the company
The signing of the "Supplementary Agreement" was made based on comprehensive consideration of Xiamen Precision Software's current production and operation status, industry development trends, and the company's development strategy. It will not harm the interests of the company and shareholders, will not cause changes in the scope of the company's consolidated statements, and will not have a significant adverse impact on the company's financial status and production and operations. The company will closely track the progress of the implementation of this Supplementary Agreement and perform its information disclosure obligations in a timely manner in accordance with the relevant requirements of the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
4. Documents for reference
Resolution of the 24th meeting of the fifth session of the Board of Directors of the company.
Other documents required by Shenzhen Stock Exchange.
Announcement hereby
Board of Directors of Jiangxi Sanxin Medical Technology Co., Ltd.
April 27, 2026