Guorui Life (00108) plans to acquire Beijing Chunyu Tianxia Software's total issued share capital of about 78.3% for 269 million yuan

Zhitong Finance App News, Guorui Life (00108) issued an announcement regarding the conclusion of a non-legally binding letter of intent between the Company and the seller regarding the Group's possible acquisition of 100% of the shares of potential targets (mainly engaged in digital medical services). The Board is pleased to announce that on December 5, 2025, the Company and its subsidiary entity, a Chinese operating entity (as the buyer) entered into such an agreement. The Chinese operating entity conditionally agreed to purchase and the seller conditionally agreed to sell shares (the target company Beijing Chunyu Tianxia Software's total issued share capital is approximately 78.3%) at a cost of approximately RMB 269 million (equivalent to approximately HK$294.8 million), and will be paid by issuing and allocating 147 million shares at a cost of HK$1.6 million per share at the issue price, subject to compliance with the prerequisites.

As far as the proposed acquisition is concerned, the Chinese operating entity and the seller entered into four agreements on December 5, 2025, namely a share sale agreement; a cash purchase agreement; a class A subscription agreement; and a class B subscription agreement. The share sale agreement will take effect immediately after the Company, the Chinese operating entity and the seller are formally signed. According to its terms, if all applicable subscribers fail to obtain the necessary ODI approval within 365 days from the date of the share sale agreement, the share sale agreement will be terminated. Although the cash sale agreement and the share sale agreement are signed on the same day, they only take effect after the share sale agreement is terminated. A cash sale agreement is an alternative settlement arrangement for a proposed acquisition in the event that the share sale agreement fails to proceed.

The target group is the operator of China's leading mobile internet healthcare platform “Dr. Chunyu”. Dr. Chunyu was founded in 2011 to provide online doctor-patient question-and-answer and communication and digital medical services through its apps, mini-programs and portals. The services cover online consultation, health management, digital online hospital services, health-related content, digital marketing solutions for pharmaceutical and healthcare companies, and innovative health insurance products. As of June 2025, the platform has about 180 million registered users, 690,000 contracted physicians, handles about 330,000 health consultations per day, accumulates about 400 million health files, and has gradually developed into a comprehensive ecosystem covering “digital network hospitals”, open platforms, community health services, and one-stop “insurance+health management” programs.

The target group operates value-added telecommunication services (including Internet information services) and Internet hospital/online diagnosis and treatment services through officially licensed medical institutions. This business model is large-scale and benefits from relevant regulatory licenses (including ICP licenses and “Medical Institution Practice Permits”). It is expected to provide a countercyclical revenue stream, complementing the Group's existing real estate-related business. By entering a high-growth industry, the Group seeks to reduce the concentration risks brought about by the traditional real estate cycle and enhance overall business resilience.

The target group has a solid customer base and rich experience in the field of digital medical services in China, and the company has established a mature customer base, resources and network in China (including property management platforms and community coverage). The Company intends to use existing resources, market position and relationships to assist the target group to expand the scope of services and attract new users and corporate customers, thereby further expanding the target group's business and revenue. In particular, the Group's mature property management platform provides a ready-made ecosystem for community health management services, value-added services for residents and cross-marketing opportunities, which helps target groups develop enterprise cooperation and regional service expansion for online medical services.

In order to maintain the target group's current business scale and further expand after the proposed acquisition is completed, the company plans to maintain the target group's existing management team and hire industry experts and professionals to assist the target group in the operation and management of the target group's digital medical service business. The Board believes that retaining the target group's existing operating knowledge while introducing additional expertise and combining the Group's resources will help achieve smooth integration and support the target group's long-term growth.

In order to match the Group's strategy and maximize collaborative value, the Company is negotiating with the two remaining shareholders (“remaining shareholders”) of the target company. Together, these shareholders hold approximately 12.76% of the target company's shares (“remaining shares”). The Company and the remaining shareholders have indicated their intention to enter into a separate sale agreement for the remaining shares. The terms and conditions will be basically the same as the share sale agreement and/or cash sale agreement (if applicable). The Company will make further announcements in due course or as required in accordance with the listing rules to inform shareholders.

From a financial perspective, digital healthcare services usually have recurring service fees and platform revenue characteristics. In the long run, compared to more cyclical development revenue, the Group's revenue visibility and overall gross profit level can be increased.

The cost of the proposed acquisition is determined after fair negotiations with reference to (including) the target group's financial, valuation, market position, growth prospects and anticipated synergies with the Group.