New Journey Health Technology Group Co., Ltd.
Announcement on the Acquisition of 51% Equity in Shandong Zepu Medical Technology Co., Ltd.
The Company and the entire Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed in this announcement, and that there are no false records, misleading statements, or material omissions.
Key Information Highlights:
-
New Journey Health Technology Group Co., Ltd. (hereinafter referred to as "New Journey" or the "Company") or its subsidiary plans to acquire 51% of the equity of Shandong Zepu Medical Technology Co., Ltd. (hereinafter referred to as "Zepu Medical" or the "Target Company") through equity transfer and capital increase with its own funds and raised funds, totaling RMB 437.142857 million. Specifically, RMB 130 million will be used to acquire 23.6364% of Zepu Medical's equity held by Wu Shaojun, Wu Changlin, Chai Leshun, Chen Yongyuan, Liu Jianwei, and City Investment Lukan Medical and Elderly Care Industry Investment Fund (Weifang) Partnership (Limited Partnership) (hereinafter referred to as "City Investment Lukan"). Simultaneously with this equity transfer, the Company or its subsidiary plans to inject RMB 307.142857 million into Zepu Medical (this capital increase and equity transfer are collectively referred to as the "Transaction"). Upon completion of the transaction, the Company or its subsidiary will hold 51% of Zepu Medical's equity (the "Target Equity"), and Zepu Medical will be included in the Company's consolidated financial statements.
-
Based on preliminary calculations, the goodwill generated by this transaction is estimated to be approximately RMB 210 million to RMB 240 million (the final amount will be determined based on the actual control acquisition date, relevant asset appraisals, and audit results). If the future operating performance of the Target Company falls short of expectations, the Company faces the risk of goodwill impairment, which will adversely affect the Company's operating performance.
-
This transaction does not constitute a related party transaction, nor does it constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies," nor does it constitute a restructuring for the purpose of changing the listed company's control.
-
This transaction has been reviewed and approved by the fourth meeting of the Strategy Committee of the seventh Board of Directors and the tenth meeting of the seventh Board of Directors. In accordance with the "Shenzhen Stock Exchange Stock Listing Rules" and other relevant laws and regulations, and the "Articles of Association of New Journey Health Technology Group Co., Ltd." (hereinafter referred to as the "Articles of Association"), this transaction does not require submission to the Company's shareholders' meeting for deliberation.
-
The completion of the conditions precedent for the transaction's closing is uncertain, and the industrial and commercial change of registration of the Target Company's equity is still pending. The final completion is uncertain. Investors are advised to pay attention to subsequent announcements and be aware of investment risks.
I. Overview of the Transaction