国新健康保障服务集团股份有限公司 第十二届董事会第七次会议决议公告

Core Viewpoint - The company has approved an associated transaction with China Guoxin, involving a contract worth RMB 2,840,000 for the development of a legal compliance system for equity investment [2][6][21]. Group 1: Meeting and Decision - The 7th meeting of the 12th Board of Directors was held on November 10, 2025, with all 9 directors present, and the meeting complied with legal and regulatory requirements [1][4]. - The proposal regarding the associated transaction with China Guoxin was approved with 5 votes in favor, 0 against, and 0 abstentions, with certain directors abstaining from voting due to conflicts of interest [2][8]. Group 2: Transaction Details - The contract involves the development of the "China Guoxin Equity Investment Legal Compliance Intelligent Review System" by the company's wholly-owned subsidiary, Guoxin Health Service Co., Ltd. [5][17]. - The total contract amount is RMB 2,840,000, which will be paid in installments based on project milestones and acceptance [18][21]. Group 3: Related Party Information - China Guoxin is the actual controller of the company and is classified as a related party under relevant regulations [7][15]. - The cumulative amount of transactions with China Guoxin over the past twelve months has reached RMB 4.434 million, meeting the disclosure standards for board review [23]. Group 4: Independent Directors' Opinion - The independent directors unanimously agreed that the associated transaction aligns with the company's operational needs, is reasonably priced, and does not significantly impact the company's independence or harm the interests of minority shareholders [21][22].