Shenzhen Yueshin Health Group Co., Ltd. (hereinafter referred to as "the Company") and all members of the Board of Directors guarantee that the content of this information disclosure is true, accurate, and complete, without false records, misleading statements, or significant omissions.
I. Overview of Related Transactions
(1) Transaction Overview
To further improve the business layout of Shenzhen Yueshin Health Group Co., Ltd. in the health and elderly care industry chain, while maintaining a light asset operation focus, the Company intends to jointly acquire 75% of the equity in Simic Health Technology (Shanghai) Co., Ltd. (hereinafter referred to as "Simic Health Technology" or "the Target Company") from its existing shareholder, Shanghai Simic Co., Ltd. After full negotiation, the Company will acquire 36% of the Target Company's equity, while Shanghai Simic Co., Ltd. will acquire 39%. Upon completion of this transaction, Shanghai Simic Co., Ltd. will hold a total of 64% of the Target Company's equity, making it the controlling shareholder, while the Company will hold 36%. The Target Company will become an associate of the Company and will not be included in the Company's consolidated financial statements. As of the date of this announcement, the registered capital of the Target Company is RMB 50 million, and all shareholders have not yet paid in their subscribed capital. The Target Company has not yet commenced actual production and operation activities and has no monetary funds, physical assets, external receivables, operational liabilities, external guarantees, or borrowings. Based on the current assets, liabilities, and operational status of the Target Company, the total consideration for the transfer of 75% equity is RMB 0, with the Company’s acquisition of 36% equity corresponding to a transaction price of RMB 0. After acquiring the aforementioned equity, the Company will undertake a subscribed capital obligation of RMB 18 million as stipulated in the Target Company's articles of association, with the funding progress to be gradually aligned with the actual operational needs of the Target Company.
(2) Related Party Relationships
Shanghai Simic Co., Ltd. and Yueshin Technology Development Co., Ltd. are controlled by Mr. Li Cixiong, the actual controller of the Company, constituting a related party transaction.
(3) Review Situation
The proposal for the joint acquisition of 75% equity in Simic Health Technology (Shanghai) Co., Ltd. was approved at the second meeting of the ninth Board of Directors held on June 4, 2026. Related directors Li Cixiong, Song Yuancheng, Yu Jing, and Chen Chao abstained from voting on this proposal. This related transaction has been reviewed and approved by the independent directors of the Company. According to the "Shenzhen Stock Exchange Stock Listing Rules" and the Company's articles of association, including this transaction, the total amount of related transactions with the same related party (including other related parties controlled by the same entity or having mutual equity control relationships) in the past 12 months exceeds RMB 30 million, accounting for more than 5% of the latest audited net assets of the listed company. This transaction still requires approval from the Company's shareholders' meeting, and related parties with a vested interest will abstain from voting.
(4) This Transaction Does Not Constitute a Major Asset Restructuring
This related transaction does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies" and does not require approval from relevant authorities.