证券代码：002162 证券简称：悦心健康 公告编号：2025-053 上海悦心健康集团股份有限公司 第八届董事会第十七次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏。 一、董事会会议召开情况 上海悦心健康集团股份有限公司（以下简称"公司"）第八届董事会第十七次会议 于 2025 年 9 月 5 日以电子邮件方式发出通知，会议于 2025 年 9 月 9 日在上海市闵行区 浦江镇恒南路 1288 号会议室以现场结合通讯方式召开。 会议由董事长李慈雄先生主持，应出席会议的董事 9 人，实际出席会议的董事 9 人， 公司部分高级管理人员列席了会议。本次会议的通知、召集和召开符合有关法律、行政 法规、部门规章、规范性文件和《公司章程》的规定，合法有效。 经审议表决，会议形成如下决议： 审议通过《关于对部分全资子公司减资的议案》； 会议同意公司对全资子公司上海斯米克投资有限公司、以及上海斯米克投资有限公 司对其全资子公司上海斯米克健康环境技术有限公司进行减资，减资情况具体如下： 单位：万元 | 全资子公司名称 | 减资前注册资本 | 减少注册资本 | ...

Core Viewpoint - The Shanghai Yueshen Health Group Co., Ltd. has approved a capital reduction for some of its wholly-owned subsidiaries during its board meeting, indicating a strategic financial adjustment to optimize its capital structure [1] Group 1: Company Actions - The company approved a capital reduction of 130 million yuan for Shanghai Simik Investment Co., Ltd., resulting in a post-reduction registered capital of 70 million yuan [1] - Shanghai Simik Investment Co., Ltd. will also reduce its capital by 100 million yuan for Shanghai Simik Health Environment Technology Co., Ltd., leading to a new registered capital of 100 million yuan [1] - The management has been authorized to handle the related matters concerning the capital reductions, with unanimous support from the board [1]

上海悦心健康集团股份有限公司（以下简称"公司"、"悦心健康"） 于 2025 年 9 月 9 日召开第八届董事会第十七次会议，审议通过了《关于对部分全资子公司减资的 议案》，具体内容公告如下： 一、减资情况概述 为进一步优化资产结构和资源配置，公司拟对全资子公司上海斯米克投资有限公 司（以下简称"斯米克投资"）、以及斯米克投资拟对其全资子公司上海斯米克健康环 境技术有限公司（以下简称"斯米克健康环境"）进行减资，减资情况具体如下： 单位：万元 证券代码：002162 证券简称：悦心健康 公告编号：2025-054 上海悦心健康集团股份有限公司 关于对部分全资子公司减资的公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏。 | 全资子公司名称 | 减资前注册资本 | 拟减少注册资本 | 减资后注册资本 | | --- | --- | --- | --- | | 斯米克投资 | 20,000 | 13,000 | 7,000 | | 斯米克健康环境 | 20,000 | 10,000 | 10,000 | 2、主要财务数据 本次减资事项不构成关联交易，亦不构成《 ...

Core Viewpoint - The company Yueshen Health (002162) is currently facing challenges, including a recent decline in stock price and ongoing efforts to address accumulated losses through the use of reserve funds [1][2]. Group 1: Stock Performance - As of September 3, 2025, Yueshen Health's stock closed at 4.37 yuan, down 2.02% with a turnover rate of 2.03% [1]. - The trading volume was 186,300 shares, resulting in a transaction amount of 82.2565 million yuan [1]. Group 2: Financial Recovery Efforts - The company announced on May 27 that it would use reserve funds to offset losses, which would reduce the accumulated losses of the parent company by 213,911,172.05 yuan [1]. - The progress of this financial recovery effort is still ongoing, as indicated by the company's secretary [1]. Group 3: Capital Flow - On September 3, the net outflow of main funds was 759.32 million yuan, while retail investors saw a net inflow of 1,036.68 million yuan [2]. - Additionally, speculative funds experienced a net outflow of 277.36 million yuan [2].

Financial Performance - The company reported a total revenue of 488 million yuan, a year-on-year decrease of 12.63% [1][3] - The net profit attributable to shareholders was 1.768 million yuan, down 27.21% year-on-year [1][3] - In Q2, total revenue was 292 million yuan, a decline of 13.4% compared to the same quarter last year [1] - The net profit for Q2 was 10.0962 million yuan, reflecting a 34.64% decrease year-on-year [1] Key Financial Ratios - Gross margin stood at 22.87%, down 1.24% year-on-year [1][3] - Net margin was 0.15%, a decrease of 27.59% year-on-year [1][3] - Total expenses (selling, administrative, and financial) amounted to 106 million yuan, accounting for 21.68% of revenue, an increase of 0.7% year-on-year [1][3] Cash Flow and Investment - Operating cash flow per share was -0.01 yuan, an increase of 58.93% year-on-year [1][3] - The net cash flow from operating activities decreased slightly due to a decline in sales and payments [2] - The net cash flow from investing activities increased by 67.46% due to the purchase of bank time deposits [2] R&D and Taxation - R&D expenses decreased by 40.52% due to staff reductions and a shift to outsourcing [2] - Income tax expenses decreased by 60.6% due to increased deferred tax assets from impairment provisions [2] Historical Performance - The company's historical return on invested capital (ROIC) has been weak, with a median of 3.91% over the past decade [4] - The worst year recorded a ROIC of -13.47% in 2022, indicating poor investment returns [4] Business Model - The company's performance is primarily driven by marketing efforts, necessitating a deeper analysis of the underlying drivers [5] Financial Health Indicators - The cash flow situation is concerning, with cash and cash equivalents only covering 38.29% of current liabilities [6] - The interest-bearing debt ratio has reached 28.29%, indicating potential debt concerns [6]

Core Insights - Yueshen Health (002162.SZ) released its semi-annual report for 2025 on August 26, 2025, indicating significant institutional investment in the company [1] Institutional Holdings - As of August 25, 2025, five institutional investors disclosed holdings in Yueshen Health A-shares, totaling 500 million shares, which represents 54.33% of the company's total equity [1] - The institutional investors include CIMIC Industrial Inc., Digital Pacific Inc., Shanghai Jinyao Simic Energy Technology Co., Ltd., Shanghai Simic Co., Ltd., and Shanghai Duhang Industrial Investment Development Co., Ltd. [1] - Compared to the previous quarter, the total institutional holding percentage increased by 0.11 percentage points [1]

Group 1 - The company has not declared any cash dividends or bonus shares for the reporting period [3][5] - The company has not experienced any changes in its controlling shareholder or actual controller during the reporting period [5][6] - The board of directors has approved the 2025 semi-annual report and its summary, confirming that the report complies with relevant laws and regulations [11][12] Group 2 - All directors attended the board meeting that reviewed the report [2] - The board meeting was held on August 22, 2025, and was legally convened [10] - The board approved the establishment of an information disclosure deferral and exemption management system [15]

Group 1 - The board of directors of Shanghai Yueshen Health Group Co., Ltd. held its sixteenth meeting of the eighth session on August 22, 2025, with all nine directors present, confirming the legality and validity of the meeting [1][2] - The board approved the preparation of the 2025 semi-annual report and its summary, stating that the report accurately reflects the company's actual situation without any false records or misleading statements [1][2] - The financial information part of the semi-annual report was reviewed and approved by the audit committee before being submitted to the board for approval, with a unanimous vote of 9 in favor [2] Group 2 - The semi-annual report and its summary were disclosed on the same day on various platforms, including the official website and major financial newspapers [2] - The company established a management system for information disclosure deferral and exemption, in compliance with relevant regulations and its actual operating conditions, which was also approved unanimously by the board [2]

Core Viewpoint - Yueshen Health reported a decline in both revenue and net profit for the first half of 2025, indicating potential challenges in its financial performance [2] Financial Performance - The company achieved operating revenue of 487,990,289.05 yuan for the first half of 2025, representing a year-on-year decrease of 12.63% [2] - The net profit attributable to shareholders of the listed company was 1,767,953.61 yuan, reflecting a year-on-year decline of 27.21% [2]

Core Viewpoint - In the first half of 2025, the company reported a revenue of 488 million yuan and a net profit attributable to shareholders of 1.768 million yuan, indicating a focus on product innovation and market adaptation in its building materials and health sectors [1][2]. Group 1: Building Materials Business - The building materials segment achieved a revenue of 390 million yuan in the first half of 2025, driven by product innovation, channel optimization, and brand marketing strategies [1]. - The company successfully developed over 20 new products, including large-format glazed stone products like "Colorful Gem," "Golden Cave Stone," and "Morandi Series," catering to high-end and personalized market demands [1]. - The company enhanced its channel construction by consolidating existing channels, expanding sales outlets, and improving distributor quality, while also exploring online traffic and smart store integration [1]. Group 2: Health Business - The health business segment generated a revenue of 54.605 million yuan in the first half of 2025, focusing on integrated development in the Yangtze River Delta region [2]. - The company has successfully managed multiple elderly care projects, achieving a bed occupancy rate of 97% at the Shanghai Fengxian Jinhai Yuxin Nursing Home, significantly above the industry average [2]. - Strategic partnerships have been established with local hospitals to ensure timely and professional medical care for patients, enhancing the overall service quality [2]. Group 3: Talent Development and Training - The company invested in establishing the Wenzhou Oriental Yuxin Vocational School to create an integrated talent training model for the health industry, addressing the demand for high-quality elderly care services [3]. - A dedicated vocational training school for elderly care skills has been set up to meet the market's needs for skilled nursing professionals [3]. Group 4: Business Segments Overview - The company's main business segments include building materials, health services, and investment property leasing [4].