Special Reminder:
- Shenzhen New Mileage Health Technology Group Co., Ltd. (hereinafter referred to as "New Mileage" or "the Company") has signed the "Acquisition Framework Agreement regarding Taiyuan Zhonghua Second Construction Hospital Co., Ltd." (hereinafter referred to as "the Framework Agreement") with Beijing New Mileage Health Industry Group Co., Ltd. (hereinafter referred to as "New Mileage Group"). The Company intends to indirectly acquire 65% of the equity of Taiyuan Zhonghua Second Construction Hospital Co., Ltd. (hereinafter referred to as "the Hospital Company"). This will be executed through the establishment of a limited liability company (hereinafter referred to as "SPV") by the Company's controlling shareholder, New Mileage Group, and/or its controlled entities. The SPV will first acquire the 65% equity held by Beijing Hongci Medical Investment Management Co., Ltd. (hereinafter referred to as "Hongci Medical"), and the Company and/or its subsidiaries will then acquire 100% of the SPV's equity, thereby indirectly acquiring 65% of the Hospital Company (hereinafter referred to as "this acquisition").
- The Hospital Company is the hosting entity of Zhonghua Second Construction Group Hospital (a public institution, hereinafter referred to as "the Hospital"). The Hospital's operational nature has been changed to for-profit, and approval has been obtained from the Taiyuan Municipal Health Commission (hereinafter referred to as "Taiyuan Health Commission"). The application for the cancellation of the Hospital as a public institution has been submitted to the Organization and Personnel Committee Office of the Taiyuan Municipal Committee of the Communist Party of China (hereinafter referred to as "Taiyuan Organization Office") and is currently in the approval process. After the approval by the Taiyuan Organization Office, it will also require the completion of tax clearance and the approval process from the Taiyuan Administrative Approval Service Management Bureau (hereinafter referred to as "Taiyuan Approval Bureau"). The Hospital Company will inherit all assets, personnel, qualifications, and debts of the Hospital, and once these matters are completed, the Hospital Company will operate as a for-profit hospital. The specific completion time for the for-profit transformation work cannot be estimated at this moment.
- The Framework Agreement signed this time is only a framework agreement for the equity acquisition and represents the cooperative intentions of the parties involved. The acquisition is still subject to auditing and evaluation, and the parties will further negotiate based on the relevant results. The signing of the formal equity transfer agreement and the implementation of the transaction require necessary decision-making procedures, and all members of the Company's board of directors ensure that the announcement content is true, accurate, and complete, with no false records, misleading statements, or significant omissions.
- Since the counterparty for this acquisition is the Company's controlling shareholder, New Mileage Group, and/or its controlled entities, if the acquisition is implemented subsequently, it will constitute a related party transaction. The Company will timely fulfill the corresponding review procedures and information disclosure obligations based on the transaction price determined in the formally signed equity transfer agreement and the progress of the acquisition. This transaction is expected not to constitute a major asset reorganization as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."
I. Overview of the Signing of the Framework Agreement
- In response to the policy requirements of the China Securities Regulatory Commission regarding "deepening the reform of the merger and acquisition market for listed companies," to expand the business scale of the listed company, further increase medical service revenue, and enhance profitability, the Company signed the Framework Agreement with New Mileage Group on April 15, 2026, in Beijing. The Hospital will implement a for-profit transformation, and the Hospital Company will inherit all assets, personnel, qualifications, and debts of the Hospital to operate as a for-profit hospital. New Mileage Group and/or its controlled entities (excluding the Company and its controlled enterprises) will establish an SPV, which will first acquire 65% of the equity of the Hospit