China Boton Group Company Limited (China Boton) disclosed that on 30 June 2026 its indirect wholly owned subsidiary, Boton (Shanghai) Bio-tech Co., Ltd., signed a sale-and-purchase agreement with Shenzhen Xinwutong Biotechnology Co., Ltd. to acquire 100% of Shanghai Longyin Biotechnology Co., Ltd. for RMB240.00 million (approximately HK$276.08 million).

The cash consideration will be settled in three equal instalments of RMB80.00 million each: upon signing, within five business days after satisfactory completion of due diligence, and within five business days following registration of the equity transfer.

An independent valuer placed Shanghai Longyin’s asset-based valuation at about RMB264.90 million (HK$304.72 million) as of 31 May 2026. Directors regard the purchase price as fair after arm’s-length negotiations.

Completion is conditional on (1) satisfactory due diligence, (2) payment of the first two instalments, (3) completion of share registration in the purchaser’s name and (4) approval from Fengxian District authorities, with a long-stop date of 31 December 2026.

Shanghai Longyin’s sole asset is an industrial property at 88 Chenghebang Road, Fengxian District, Shanghai, comprising 15,864.9 m² of land and a 61,039.08 m² facility completed in 2024. Approximately 56,910.89 m² is currently leased out, including space occupied by the purchaser. Fengxian District is identified as a major manufacturing hub in southern Shanghai.

Audited results show Shanghai Longyin generated turnover of RMB1.98 million in 2024 and RMB2.23 million in 2025, posting net losses of RMB13.09 million and RMB24.16 million respectively. Net asset value stood at RMB138.51 million at end-2024 and RMB128.68 million at end-2025. The company has an outstanding bank loan of around RMB180.00 million secured against its equity; this obligation will remain post-acquisition.

China Boton expects the deal to eliminate rental expenses, secure a strategic R&D base following the previously disclosed Shenzhen land surrender, and support future expansion. Payment will be funded from internal resources. Given percentage ratios exceeding 5% but below 25%, the transaction is classified as a discloseable transaction under Hong Kong Listing Rules Chapter 14, requiring announcement but not shareholder approval.