国新健康保障服务集团股份有限公司 第十二届董事会第八次会议决议公告

Core Points - The company held its 8th meeting of the 12th Board of Directors on November 21, 2025, to discuss several internal equity transfers and structural adjustments aimed at optimizing management efficiency [1][2][24]. Group 1: Internal Equity Transfers - The company approved the internal transfer of 100% equity of its subsidiary, Guoxin Health Guarantee Service (Guangdong) Co., Ltd., from Guoxin Health Guarantee Service Co., Ltd. to the company itself [2][10]. - Additionally, 80% equity of Hainan Weihong Pharmaceutical E-commerce Co., Ltd. was transferred from Hainan Haihong Investment Consulting Co., Ltd. to the company [2][10]. - The voting results for these proposals were unanimous, with 9 votes in favor and no opposition [3][5]. Group 2: Changes in Shareholding Structure - The company also approved the transfer of 100% equity of Beijing Haixie Zhikang Technology Development Co., Ltd. from Hainan Haihong Investment Consulting Co., Ltd. to the company [4][25]. - This transfer is part of the company's strategy to streamline its internal management structure and will not affect the consolidated financial statements or the equity interests in subsidiaries [25][31]. Group 3: Non-Public Agreement for Equity Transfer - The company plans to acquire 100% equity of Beijing Yihong Yitong Technology Service Co., Ltd. from its subsidiary, Yuchuang Investment (Hong Kong) Co., Ltd., for a transaction price of 345,523,290.56 yuan [6][36]. - This acquisition is also aimed at optimizing the internal management structure and will not impact the company's consolidated financial statements [36][41].