上海悦心健康集团股份有限公司 2025年度独立董事述职报告（王其鑫） 各位股东及代表： 本人作为上海悦心健康集团股份有限公司（以下简称"公司"）独立董事，在2025 年 度严格按照《中华人民共和国公司法》（以下简称"公司法"）、《上市公司治理准则》 和《上市公司独立董事管理办法》等法律法规，以及《公司章程》、《独立董事工作制 度》等相关规定，忠实履行独立董事职责，积极出席公司相关会议，对公司的生产经营 和业务发展提出合理的建议，充分发挥独立董事的作用，维护公司股东尤其是中小股东 的合法权益。现将2025年度的履职情况报告如下： 一、 独立董事的基本情况 本人王其鑫，男，中国台湾籍，1959年4月生，台湾大学经济系毕业，美国伊利诺大 学企管硕士。历任美商花旗银行副理、台湾第一信托副理、美商永信证券协理、台达电 子工业股份有限公司董事长特别助理、中达电通股份有限公司总经理、中达电通股份有 限公司董事、曜中能源集团总裁。2002年1月至2020年4月担任公司董事，2014年12月至 2018年7月期间任公司总裁。2024年6月至今任公司独立董事。 本人任职期间积极参加公司召开的董事会、股东会，本着勤勉尽责的态度，认 ...

Financial Performance - The company's operating revenue for 2025 was CNY 1,061,871,436.31, a decrease of 11.82% compared to CNY 1,204,147,736.16 in 2024[21] - Net profit attributable to shareholders for 2025 was CNY 6,727,107.03, a significant recovery from a loss of CNY 147,124,591.55 in 2024, representing a 104.57% increase[21] - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY -13,314,235.14, an improvement of 92.06% from CNY -167,586,639.58 in 2024[21] - The net cash flow from operating activities for 2025 was CNY 74,050,282.18, down 9.95% from CNY 82,229,306.63 in 2024[21] - Basic earnings per share for 2025 were CNY 0.0073, a turnaround from CNY -0.1595 in 2024, marking a 104.58% increase[21] - Total assets at the end of 2025 were CNY 1,940,002,927.44, a decrease of 5.73% from CNY 2,057,924,527.48 at the end of 2024[21] - Net assets attributable to shareholders at the end of 2025 were CNY 822,925,147.90, a slight decrease of 0.43% from CNY 826,496,223.46 at the end of 2024[21] - The company proposed no cash dividends for 2025 due to an undistributed loss of CNY -242,372,286.49, which does not meet the conditions for cash dividends[5] Revenue Breakdown - The company's operating revenue for 2025 is approximately ¥1.06 billion, a decrease of about 11.8% from ¥1.20 billion in 2024[22] - Non-operating income for 2025 is approximately ¥20.25 million, down from ¥23.62 million in 2024[22] - The building materials segment generated revenue of 854 million yuan, accounting for 80.43% of total revenue, with a year-on-year decline of 15.9%[55] - The health and wellness segment contributed ¥108.05 million, representing 10.18% of total revenue, with a slight decrease of 0.24% from ¥108.31 million in 2024[77] - The urban renewal business segment achieved revenue of ¥99.74 million, reflecting a growth of 24.21% year-over-year[71] Market and Business Strategy - The company has maintained its core business segments, including building materials, health and wellness, and urban renewal, without significant changes[31] - The building materials segment focuses on high-end ceramic tiles, with a diverse product range to meet various market demands[31] - The company is responding to the aging population trend in China by developing a comprehensive health and wellness service model[34] - The company is actively adjusting its product structure and market layout in response to regulatory pressures, participating in the drafting of new national standards for ceramic tiles to ensure compliance and enhance brand image[47] - The company is leveraging policies to expand into rural markets, promoting green building materials and enhancing consumer trust through certifications like "5A certification" and "aging-friendly certification"[47] Innovation and Development - The company is focusing on talent cultivation through a "production-education integration" model, addressing the industry's talent shortage by establishing vocational training institutions[41] - The company is advancing the development of aging-friendly products and smart health technologies, aiming to enhance operational efficiency and service quality[41] - The company is committed to product innovation and development, focusing on expanding its product range and upgrading technology[54] - The company launched over 40 new products in 2025, with new product sales accounting for nearly 18% of total revenue[58] Governance and Compliance - The company adheres to governance regulations and maintains compliance with the requirements set by the China Securities Regulatory Commission and the Shenzhen Stock Exchange[120] - The company operates independently from its controlling shareholders in terms of assets, personnel, finance, institutions, and business operations[121] - The company has a complete and independent business operation capability, ensuring no conflicts with controlling shareholders[122] - The board of directors and senior management are structured to ensure independence and proper governance[122] - The company has not reported any significant issues regarding corporate governance compliance[120] Human Resources and Employee Management - The total number of employees at the end of the reporting period is 724, with 528 from the parent company and 196 from major subsidiaries[149] - The company conducted a total of 67 training sessions in 2025, covering 2,190 participants, focusing on new products and core operational skills[151] - The company emphasizes performance management linked to compensation, ensuring employee motivation through regular assessments[150] - The company has established a performance evaluation system for senior management, aligning their interests with the long-term goals of the company and shareholders[161] Environmental and Social Responsibility - The company has complied with environmental information disclosure requirements, with one subsidiary included in the legally mandated disclosure list[168] - The company has published its 2025 Social Responsibility Report, available on the official information disclosure website[169] - There were no significant environmental incidents reported during the period[168] - The company has not engaged in any activities related to poverty alleviation or rural revitalization during the reporting period[170]

Group 1 - The company, Yuexin Health, stated that its health business revenue has not reached 10% of total revenue over the past five years (2020-2024) [2] - Due to annual report preparation requirements, the company is not obligated to disclose cost and gross margin data for this segment [2]

Group 1 - The core viewpoint is that in the medium to long term, the renovation of existing homes, urban renewal, and old transformation will become the mainstay of demand for consumer building materials [1] - Leading companies in the consumer building materials sector are accelerating adjustments to their sales strategies, with retail business scale continuously expanding [1] - As urban development shifts towards improving the quality and efficiency of existing stock, the market share of leading companies is expected to continuously increase [1] Group 2 - The renovation and building materials sector experienced a slight decline, closing at 18,668.49 points with a drop of 0.85% [3] - Individual stocks within the sector showed varying degrees of decline, with Topsolid closing at 32.59 yuan per share, down 8.46%, leading the decline [3] - Conversely, Yueshen Health led the gains in the sector, closing at 5.80 yuan per share with an increase of 10.06% [3]

Group 1 - The core point of the article is that Yueshen Health (sz002162) experienced a significant stock price increase, reaching a limit up of 10.06% on February 26, 2026, due to improved financial performance and positive market sentiment [1][2] Group 2 - In 2025, the company turned a loss of 147 million yuan into a profit of 7.5 to 11 million yuan, representing a year-on-year increase of 105% to 107%. This improvement was aided by a reduction in asset impairment losses by 78.76 million yuan, indicating a significant enhancement in asset quality [2] - The health and wellness business revenue grew by 15.5%, and the core business segments maintained a strong growth momentum, boosting market confidence in the company [2] - The total amount of related transactions is expected to increase by 126% in 2026, along with the addition of 18 million yuan in related party product consignment sales, indicating a trend of business expansion that may provide new revenue sources [2] - The domestic health and wellness industry is believed to have substantial growth potential, with the company clearly defining its strategic goal of integrating medical care, health, education, and research [2] - On February 25, Yueshen Health was included in the stock trading leaderboard with a transaction volume of 464 million yuan, reflecting high market attention despite a net selling status on that day [2] - The recent active performance of certain stocks in the home goods sector has created a sectoral linkage effect, drawing attention to Yueshen Health as part of this sector [2] - Technical indicators such as MACD and BOLL channel are suggested for monitoring; a MACD golden cross and a breakout above the BOLL upper band could further enhance upward momentum and attract more capital inflow [2]

Summary of Key Points Core Viewpoint - On February 25, a total of 35 stocks were involved with institutional investors, with 26 stocks showing net buying and 9 stocks showing net selling. Group 1: Institutional Net Buying - The top three stocks with the highest net buying by institutions were Tongyuan Petroleum, Construction Machinery, and Zhongtung High-tech, with net buying amounts of 385 million, 291 million, and 198 million respectively [1] - The stocks that experienced significant price increases included Tongyuan Petroleum (14.51%), Construction Machinery (8.56%), and Zhongtung High-tech (10.00%) [2] Group 2: Institutional Net Selling - The top three stocks with the highest net selling by institutions were Xianglu Tungsten Industry, Tianqi Co., and Yueshin Health, with net outflow amounts of 340 million, 225 million, and 6.606 million respectively [1] - Notable declines in stock prices included Yueshin Health (-7.22%) and Tianqi Co. (-7.36%) [3]

Group 1 - The core point of the article is that Yueshen Health has provided information regarding its shareholder structure, indicating a total of 45,811 shareholders and 4,412 institutional shareholders as of February 13, 2026 [2]

Group 1 - The core point of the article is that Yueshen Health reported a total of 48,871 shareholders as of February 10 [2]

Group 1 - The core point of the article is that Yueshen Health (002162) reported a total of 48,871 shareholders as of February 10 [1]

Group 1 - The company, Yuexin Health (002162.SZ), has stated that it currently does not have any health and wellness institutions established in Shandong [1]