Porton Shares: Announcement on the transfer of shares and external investment from Shenzhen Yifeng Yunding Venture Capital Partnership (Limited Partnership)
Stock code: 300363 Stock abbreviation: Proton Shares Announcement number: 2025-059
Chongqing Porton Pharmaceutical Technology Co., Ltd.
About the transferee Shenzhen Yifeng Yunding Venture Capital Partnership (Limited Partnership)
Announcement on quotas and foreign investment
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete and contains no false records, misleading statements or major omissions.
1. Transaction Overview
Chongqing Poten Pharmaceutical Technology Co., Ltd. (hereinafter referred to as the "Company") held the fifth extraordinary meeting of the sixth board of directors on December 17, 2025, and reviewed and approved the "Proposal on the Transfer of Shares and External Investment of Shenzhen Yifeng Yunding Venture Capital Partnership (Limited Partnership)". The company plans to transfer part of the shares of Shenzhen Yifeng Yunding Venture Capital Partnership (Limited Partnership) (hereinafter referred to as "Yifeng Yunding Fund") held by Chen Yanxi (hereinafter referred to as the "transferor") for a consideration of 1 yuan. After the transfer is completed, the company will fulfill the paid-in capital contribution obligation of RMB 20 million for the subscribed share in accordance with the "Partnership Agreement". Yifeng Yunding Fund specifically invests in Hangzhou Yifeng Runjun Venture Capital Partnership (Limited Partnership) (hereinafter referred to as "Yifeng Runjun Fund"). The company will realize indirect investment in Yifeng Runjun Fund by investing in Yifeng Yunding Fund.
This transaction does not constitute a major asset reorganization as stipulated in the "Administrative Measures for Major Asset Reorganization of Listed Companies", nor does it constitute a related transaction. According to relevant laws and regulations such as the "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Self-Regulatory Guidelines for Listed Companies No. 2 - Standardized Operation of GEM Listed Companies" and the "Articles of Association", this transaction is subject to the approval authority of the company's board of directors and does not need to be submitted to the company's shareholders' meeting for review. After the completion of this transaction, the company will hold 18.180165% of the shares of Yifeng Yunding Fund.
2. Introduction to counterparties
Chen Yanxi, ID number: 320282************, address: Bengshan District, Bengbu City, Anhui Province.
Upon inquiry, it was found that the counterparty to the transaction is not a person subject to enforcement for dishonesty, has no related relationship or other interest arrangement with the company, and has no related relationship or other interest arrangement with the company's controlling shareholders, actual controllers, shareholders, directors, and senior managers holding more than 5% of the shares.
3. Basic information on investment targets
(1) Basic situation
Name: Shenzhen Yifeng Yunding Venture Capital Partnership (Limited Partnership)
Unified social credit code: 91440300MA5HPLB3XA
Enterprise type: Foreign-invested limited partnership
Amount of capital subscribed: RMB 90.01 million
Executive Partner: Shenzhen Yifeng Investment Management Enterprise (Limited Partnership)
Date of establishment: March 3, 2023
Address: Room 5810, Floor 58, Building 2, Excellence Century Center, Huanggang Business Center, southeast of the junction of Fuhua 3rd Road and Jintian Road, Fushan Community, Futian Street, Futian District, Shenzhen
Business scope: venture capital investment (limited to investment in unlisted companies); engaging in investment activities with own funds. (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law)
(2) Changes in share structure before and after this investment
Before this investment After this investment Partner name Partner type
Subscription amount (10,000) Shareholding ratio Subscription amount Shareholding ratio
Yuan) (%) (Ten thousand Yuan) (%) Shenzhen Yifeng Investment Management Enterprise (with
General partner 1 0.011110 1 0.009090 limited partnership)
Chen Yanxi Limited Partner 4,300 47.772470 2,300 20.907190 Chongqing Porton Pharmaceutical Technology Co., Ltd.
Limited partners - - 2,000 18.180165 Division
Huzhou Nanxun Industrial Revitalization Fund of Fund Equity
Limited partners - - 2,000 18.180165 Investment partnership (limited partnership) Note
Zhu Chen Limited Partner 2,000 22.219754 2,000 18.180165 Medicilopson Pharmaceutical Technology (Shanghai)
Limited partners 1,000 11.109877 1,000 9.090083 Limited
Shenzhen Changfeng Biotechnology Co., Ltd. Limited partner 600 6.665926 600 5.454050 Suzhou Bojin Biotechnology Co., Ltd. Limited partner 500 5.554939 500 4.545042 Gu Yifei Limited partner 300 3.332963 300 2.727025 Wang Hui Limited partner 200 2.221975 200 1.818017 Zhu Pai Limited Partner 35 0.388845 35 0.318153 Zhu Jinqiao Limited Partner 30 0.333296 30 0.272703 Wang Kaifeng Limited Partner 10 0.111099 10 0.090901 SHIZHENG-ZHENG Limited Partner 10 0.111099 10 0.090901Xia Long Limited Partner 5 0.055549 5 0.045450Liu Jingjing Limited Partner 5 0.055549 5 0.045450Zhang Yuchen Limited Partner 5 0.055549 5 0.045450
Total — 9,001 100.00 11,001 100.00
Note: Huzhou Nanxun Industrial Revitalization Mother Fund Equity Investment Partnership (Limited Partnership) is a new limited partner that Yifeng Yunding Fund intends to introduce through capital increase. As of the date of this announcement, the relevant capital increase work is in progress. After the capital increase is completed, the subscribed capital contribution of Yifeng Yunding Fund will increase from 90.01 million yuan to 110.01 million yuan.
(3) Fund manager/general partner/executive partner
Name: Shenzhen Yifeng Investment Management Enterprise (Limited Partnership)
Unified social credit code: 91440300591880731G
Business type: Limited partnership
Amount of capital subscribed: RMB 100 million
Date of establishment: March 7, 2012
Address: Room 5801A, 58th Floor, Building 2, Huanggang Business Center, Excellence Century Center, southeast of the junction of Fuhua 3rd Road and Jintian Road, Fushan Community, Futian Street, Futian District, Shenzhen
Executive Partner: Shenzhen Yifeng Venture Capital Co., Ltd.
Main partners: Shenzhen Yifeng Holding Group Co., Ltd. (subscribed capital ratio 51%), Zhu Jinqiao (subscribed capital ratio 24%), Shenzhen Glass Venture Capital Center Partnership (Limited Partnership) (subscribed capital ratio 15%), Shenzhen Yifeng Venture Capital Co., Ltd. (subscribed capital ratio 10%).
Business scope: investment management, investment consulting, equity investment, information consulting, entrusted management of equity investment funds (the above does not include securities, insurance, funds, financial services, talent intermediary services and other restricted items);
Invest and establish industries (specific projects will be declared separately).
Shenzhen Yifeng Investment Management Company (Limited Partnership) is the fund manager and has completed registration as a private equity fund manager with the Asset Management Association of China in accordance with the "Interim Measures for the Supervision and Administration of Private Equity Investment Funds" and the "Measures for Registration of Private Equity Fund Managers and Fund Filing (Trial)" and other regulations, with registration code P1001124.
(4) Other limited partners
- Medicilopson Pharmaceutical Technology (Shanghai) Co., Ltd.
Unified social credit code: 91310115MA1HAPMR8B
Registered capital: RMB 50 million
Enterprise type: limited liability company (foreign-invested enterprise legal person sole proprietorship)
Legal representative: Chen Guokai
Date of establishment: July 17, 2019
Address: Building 11, No. 555 and 585, Chuanda Road, Pudong New District, Shanghai
Major shareholder: Shanghai Medicilon Biopharmaceutical Co., Ltd. (100% shareholding ratio).
Business scope: General projects: technical services, technology development, technology consultation, technology exchange, technology transfer, technology promotion; import and export of goods; technology import and export; sales of second-class medical devices; sales of chemical products (excluding licensed chemical products); business management consulting; information consulting services (excluding license letters) information consulting services); sales of special chemical products (excluding hazardous chemicals); sales of daily chemical products; information technology consulting services; advertising production; advertising design, agency; advertising release; graphic design and production; conference and exhibition services; consulting and planning services; project planning and public relations services; corporate image planning. (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law)
- Suzhou Bojin Biotechnology Co., Ltd.
Unified social credit code: 91320594067647618K
Enterprise type: Limited liability company (a sole proprietorship of a legal person invested or controlled by a natural person)
Registered capital: RMB 20 million
Legal representative: Qu Huanhuan
Date of establishment: April 28, 2013
Address: 2nd Floor, Building 4, No. 66 Wangmi Street, Suzhou High-tech Zone
Major shareholder: Hubei Chubo Biotechnology Co., Ltd. (100% shareholding ratio).
Business scope: R&D and sales: biological separation chromatography media, chromatography columns, separation equipment, biochips; biological separation technology consultation and development. Licensed items: import and export of goods; import and export of technology (items that are subject to approval according to law can only be carried out with the approval of relevant departments. Specific business items are subject to the approval results) General items: manufacturing of bio-based materials; sales of bio-based materials; manufacturing of special pharmaceutical equipment; sales of special pharmaceutical equipment; manufacturing of gas, liquid separation and purification equipment; sales of gas, liquid separation and purification equipment (except for items that are subject to approval in accordance with the law, business activities can be carried out independently with a business license in accordance with the law)
- Shenzhen Changfeng Biotechnology Co., Ltd.
Unified social credit code: 91440300MADPBQ8C33
Business type: Limited liability company
Registered capital: RMB 1 million
Legal representative: Wang Youzhi
Date of establishment: July 10, 2024
Address: Room 401, Building B, Tianan Digital Times Building, No. 4, Tairan 4th Road, Tianan Community, Shatou Street, Futian District, Shenzhen City
Major shareholders: Wang Youzhi (85% shareholding), Wang Kefang (15% shareholding).
Business scope: cell technology research and development and application; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; bio-based material technology research and development; engineering and technology research and experimental development; biomedical engineering technology services; venture capital investment (limited to investment in unlisted enterprises); biochemical product technology research and development; medical research and experimental development; bio-based material sales; Class I medical device sales; engaging in investment activities with its own funds. (Except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law)
- Huzhou Nanxun Industrial Revitalization Fund of Fund Equity Investment Partnership (Limited Partnership)
Unified social credit code: 91330503MAEQDYMT76
Business type: Limited partnership
Amount of capital subscribed: RMB 10,000,000,000
Date of establishment: July 11, 2025
Address: Office 656, Building 7, Yangtze River Delta High-Level Talent Science and Technology Innovation Base, No. 585 Shiyuan West Road, Dongqian Street, Nanxun District, Huzhou City, Zhejiang Province
Executive Partner: Huzhou Xunshang Venture Capital Co., Ltd.
Main partners: Huzhou Nanxun Industrial Revitalization Equity Investment Partnership (Limited Partnership) (subscribed capital contribution ratio 99.99%), Huzhou Xunshang Venture Capital Co., Ltd. (subscribed capital contribution ratio 0.01%). Business scope: General projects: equity investment; venture capital investment (limited to investment in unlisted enterprises) (except for projects that require approval according to law, business activities can be carried out independently with a business license and in accordance with the law).
- Zhu Chen
ID number: 440307************, address: Nanshan District, Shenzhen City.
- Gu Yifei
ID number: 310115************, address: Pudong New Area, Shanghai.
- Wang Hui
ID number: 321027************, address: Futian District, Shenzhen City.
- Zhu Pai
ID number: 440301************, address: Nanshan District, Shenzhen City.
- Zhu Jinqiao
ID number: 440301************, address: Nanshan District, Shenzhen City.
- Wang Kaifeng
ID number: H60****68, address: Hexi District, Tianjin City.
- SHI ZHENG-ZHENG
ID number: 57*****44, domicile: Jing'an District, Shanghai.
- Xia Long
ID number: 340121************, address: Changfeng County, Anhui Province.
- Liu Jingjing
ID number: 371321************, address: Futian District, Shenzhen City.
- Zhang Yuchen
ID number: 320106************, address: Minhang District, Shanghai.
The above-mentioned general partners/executive partners/fund managers and limited partners are not persons subject to enforcement for breach of trust, and have no related relationships or other interest arrangements with the company. There are no related relationships or other interest arrangements with the company's controlling shareholders, actual controllers, shareholders, directors, and senior managers holding more than 5% of the shares. There is no concerted action relationship between the general partner/executive partner/fund manager and other limited partners, and there is currently no direct or indirect holding of company shares.
4. Basic information about the proposed indirect investment fund
Fund name: Hangzhou Yifeng Runjun Venture Capital Partnership (Limited Partnership)
Fund size and investment method: RMB 1,141.42 million. The investment method of all partners is RMB cash contribution.
Enterprise type: limited partnership
Date of establishment: January 7, 2025
Unified social credit code: 91330105MAE9LW82X1
Registered address: Room 281, Building 1, No. 10 Yueshuai Bridge, Gongshu District, Hangzhou City, Zhejiang Province
Business scope: General projects: engaging in investment activities with self-owned funds; venture capital investment (limited to investment in unlisted enterprises) (except for projects that require approval according to law, business activities can be carried out independently with a business license in accordance with the law).
Executive partner/fund manager: Shenzhen Yifeng Investment Management Enterprise (Limited Partnership)
Capital subscription:
Amount of capital subscribed
Partner name Partner type Capital contribution ratio (%)
(10,000 yuan)
Shenzhen Yifeng Investment Management Enterprise (Limited Partnership) General Partner 1,142 1.000508 Hangzhou Gongshu Industrial Investment Fund Co., Ltd. Limited Partner 20,000 17.522034 Linhai Puda Equity Investment Partnership (Limited Partnership) Limited Partner 20,000 17.522034 Shaoxing Binhai New Area Biomedical Industry Equity Investment Fund Partnership
Limited partners 20,000 17.522034 Enterprise (limited partnership)
Shenzhen Yifeng Yunding Venture Capital Partnership (Limited Partnership) Limited Partner 11,000 9.637119 Hangzhou High-tech Venture Capital Management Co., Ltd. Limited Partner 10,000 8.761017 Ningbo Yongqian Equity Investment Partnership (Limited Partnership) Limited Partner 10,000 8.761017 Taiping (Shenzhen) Medical and Health Industry Private Equity Investment Fund
Limited partners 9,000 7.884915 partnership (limited partnership)
Wenzhou Bay New Area Innovation Industry Development Co., Ltd. Limited partner 8,000 7.008814 Hangzhou Qiantang Heda Health Venture Capital Fund Partnership (with
Limited partners 5,000 4.380508Limited partnership)
Total — 114,142 100.00
Investment areas: Mainly invest in original new drugs, high-end medical devices, biotechnology and high-quality target companies in related fields at home and abroad in the medical and health sector.
Decision-making mechanism: There is an investment decision-making committee, consisting of 5 members, 4 of whom are appointed by the fund manager and 1 by Hangzhou Gongshu Industrial Investment Fund Co., Ltd., and the voting mechanism is 2/3 (inclusive).
Operation period: The duration is 7 years from the date of fund establishment, including 3 years of investment period and 4 years of exit period. It can be extended with the approval of the partners' meeting, up to 2 years.
Management fee:
Investment period: Daily accrued management fees = total paid-in capital contribution by all partners × 2% ÷ actual number of days in the year.
Exit period: The daily accrued management fee = the investment principal of the project that has not been withdrawn as of that day × 1.5% ÷ the actual number of days in the year.
Extension Period: No administration fee.
- Income distribution: Distribution will be carried out in accordance with the principle of "recover the overall capital first and then distribute profits, and withdraw and distribute after exiting the project". After deducting the corresponding fees and taxes, the rebate from the project will first be returned to all partners in proportion to their paid-in capital contribution. Any income exceeding the principal of all partners will first be distributed to all partners at an average annual rate of return of 8% of simple interest. After the above distribution is completed, 80% of the distributable income (if any) obtained by the partnership will be distributed to each partner in accordance with the proportion of each partner's paid-in capital contribution, and 20% will be attributed to the general partner until all properties of the partnership are distributed.
5. Main contents of relevant agreements
(1) Main contents of the "Property Share Transfer Agreement"
Transferor (hereinafter referred to as Party A): Chen Yanxi
Transferee (hereinafter referred to as Party B): Chongqing Porton Pharmaceutical Technology Co., Ltd.
Transfer price: Party A transfers part of its shares of Yifeng Yunding Fund (corresponding to the subscribed capital contribution of RMB 20 million) to Party B at a price of RMB 1 yuan.
Payment term and method of transfer payment: Party B shall pay the transfer payment to Party A in cash within 30 days from the date of entry into force of this agreement.
Transfer effect: From the date of completion of the transfer under the transfer agreement, Party B enjoys ownership and related rights and interests in the above-mentioned transferred shares, and jointly bears partner responsibilities for the debts of Yifeng Yunding Fund (including the transferred property shares) together with other partners.
(2) Main contents of the Partnership Agreement
Investment objectives: Yifeng Yunding Fund specializes in investing in Yifeng Runjun Fund to subscribe for the property shares of the fund.
Operation period: The duration is 8 years, including an investment period of 3 years and an exit period of 5 years.
Management fee: There is no management fee, but the management fee of Yifeng Runjun Fund needs to be indirectly shared according to the proportion of actual capital contribution.
Capital contribution progress: The capital contribution subscribed by the company will be paid in two installments according to the written capital contribution notice from the general partner or fund manager, with the payment ratios being 50% and 50% respectively.
Investment decision-making: Special investment in Yifeng Runjun Fund, no investment decision-making committee will be established.
Income distribution: After receiving the distribution from Yifeng Runjun Fund, the amount of paid-in capital will be returned to all partners in proportion to their paid-in capital contribution. The income exceeding the principal of all partners will first be distributed to all partners based on the average annualized rate of return of 8% of simple interest; after the above distribution is completed, the distributable income (if any) obtained by the partnership will be distributed to each partner in accordance with the proportion of each partner's paid-in capital contribution until all properties of the partnership are distributed.
Exit mechanism: Limited partners can exit the partnership by transferring their limited partnership interests or withdrawing from the partnership in accordance with the partnership agreement. The general partner promises that, unless otherwise expressly provided by applicable laws and regulations or the partnership agreement, the general partner will always perform its duties under this agreement before the partnership is dissolved or liquidated; before the limited partnership is dissolved or liquidated, it will not be required to withdraw from the partnership or transfer the limited partnership interests it holds; nor will it itself take any action to voluntarily dissolve or terminate the partnership.
6. Description of horizontal competition and related transactions
There is no horizontal competition or related transaction in this investment. If relevant situations occur during the fund investment operation in the future, the company will strictly comply with the relevant requirements of laws, regulations and the Articles of Association to perform relevant approval procedures and information disclosure obligations to safeguard the interests of the company and small and medium-sized shareholders to the greatest extent.
7. Purpose of this investment, existing risks and impact on the company
(1) Investment purpose
Shenzhen Yifeng Investment Management Enterprise (Limited Partnership) is one of the earliest professional biomedical investment institutions in China, focusing on global biomedical investment. This investment will help the company use the high-quality resources of professional investment institutions to help introduce the company's business and customers and introduce strategic resources. Yifeng Yunding Fund invests exclusively in Yifeng Runjun Fund. Yifeng Runjun Fund mainly invests in original new drugs, high-end medical devices, biotechnology and high-quality target companies in related fields at home and abroad in the medical and health sector. The invested projects may have business cooperation and other synergistic relationships with the company.
(2) Impact on the company and existing risks
The company fully investigated the past investment performance of the funds managed by Shenzhen Yifeng Investment Management Enterprise (Limited Partnership), and conducted full communication and negotiation with it on the content of the partnership agreement. It transferred the shares of Yifeng Yunding Fund in a market-oriented manner without harming the interests of the company and all shareholders, especially small and medium-sized shareholders and non-affiliated shareholders. The capital source of this investment is the company's own funds, which will not affect the company's normal production and operation activities, and will not have a significant impact on the company's financial status and operating results. During the operation of the fund, it may be affected by macroeconomic fluctuations, industry cycle changes, investment project operation and management and other factors, and there is a risk that the investment payback period will be longer or the investment returns will not meet expectations. As a limited partner of the fund, the company assumes limited liability for the partnership to the extent of its subscribed capital contribution. The company will strengthen communication with partners, pay close attention to the progress of the fund and its investment projects, urge fund managers to strengthen post-investment management, strengthen internal control and risk prevention, and reduce and avoid risks.
8. Other matters
The company’s controlling shareholders, actual controllers, shareholders holding more than 5% of the shares, directors, and senior managers did not participate in the subscription of fund shares, nor did they hold positions in the partnership. The company will pay close attention to the management of this investment fund, investment decisions and the progress of post-investment management, and will promptly fulfill its information disclosure obligations. Investors are kindly requested to pay attention to investment risks.
Accounting treatment method for this investment fund: The company's investment neither controls nor jointly controls the fund, nor does it have a significant impact on the fund. The company conducts accounting in accordance with the accounting standards of "Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments".
The company has not used excess raised funds to permanently replenish working capital or repay bank loans in the past twelve months.
9. Reporting documents
"Resolution of the Fifth Extraordinary Meeting of the Sixth Board of Directors";
"Property Share Transfer Agreement";
"Shenzhen Yifeng Yunding Venture Capital Partnership (Limited Partnership) Partnership Agreement";
"Hangzhou Yifeng Runjun Venture Capital Partnership (Limited Partnership) Partnership Agreement".
Announcement is hereby made.
Board of Directors of Chongqing Porton Pharmaceutical Technology Co., Ltd.
December 17, 2025