Announcement on the Signing of Hospital Management Service Agreement and Related Transactions by Subsidiary Dazisaili Kang
The company and all members of the board guarantee that the information disclosed is true, accurate, and complete, without false records, misleading statements, or significant omissions.
I. Overview of Related Transactions
Yihua Health Medical Co., Ltd. (hereinafter referred to as "the Company") held the 32nd meeting of the 8th Board of Directors on April 28, 2023, and approved the proposal to sign a hospital management service agreement between its subsidiary Dazisaili Kang Medical Investment Management Co., Ltd. (hereinafter referred to as "Dazisaili Kang") and Yushan Boai Hospital Co., Ltd. (hereinafter referred to as "Yushan Boai Hospital"). The management service agreement is valid for one year, and Dazisaili Kang will charge a consulting management service fee of 6%-15% of the audited annual total revenue of Yushan Boai Hospital, with the specific percentage to be negotiated based on the hospital's scale, Dazisaili Kang's costs, the assessment of Dazisaili Kang's management services, and the hospital's profitability for the year. In 2022, Dazisaili Kang accrued management fee income of 7.6473 million yuan from Yushan Boai Hospital. Based on the company's assessment of Yushan Boai Hospital's operational status, Dazisaili Kang expects the transaction amount for 2023 to not exceed 10 million yuan. Yushan Boai Hospital is 70% owned by Shantou Yihong Investment Co., Ltd. (hereinafter referred to as "Yihong Investment"), which is 60% owned by the company's controlling shareholder Yihua Enterprise (Group) Co., Ltd. (hereinafter referred to as "Yihua Group") and 40% owned by the company. Therefore, the signing of this hospital management service agreement constitutes a related party transaction, and related director Mr. Liu Zhuangqing abstained from voting. This transaction does not constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
This transaction has been approved by the 32nd meeting of the 8th Board of Directors, and the independent directors have expressed prior approval and independent opinions. According to the "Shenzhen Stock Exchange Listing Rules" and the company's articles of association, this transaction still requires submission to the 2022 annual general meeting of shareholders for approval.