国锐生活(00108)拟2.69亿元收购北京春雨天下软件已发行股本总额约78.3%

Core Viewpoint - Guorui Life (00108) has announced a non-binding letter of intent regarding the potential acquisition of 100% equity in a target company primarily engaged in digital healthcare services, with a transaction value of approximately RMB 269 million (around HKD 294.8 million) [1] Group 1: Acquisition Details - The acquisition involves the purchase of approximately 78.3% of the issued share capital of the target company, Beijing Chunyu Tianxia Software [1] - The payment will be made through the issuance of 147 million consideration shares at an issue price of HKD 1.6 per share, subject to certain conditions [1] - Four agreements were signed on December 5, 2025, including a share purchase agreement and a cash purchase agreement, with specific conditions for effectiveness [1] Group 2: Target Company Overview - The target group operates "Chunyu Doctor," a leading mobile internet healthcare platform in China, providing online medical consultations, health management, and digital marketing solutions for healthcare enterprises [2] - As of June 2025, the platform has approximately 180 million registered users and 690,000 contracted physicians, processing around 330,000 health consultations daily [2] - The business model benefits from regulatory licenses, providing a counter-cyclical revenue source and complementing the existing real estate-related business of the company [2] Group 3: Strategic Integration - The company aims to leverage its existing resources and market position to assist the target group in expanding its service offerings and user base [3] - The existing management team of the target group will be retained, and industry experts will be hired to support the operations and management of the digital healthcare services [3] - The board believes that retaining operational knowledge while introducing additional expertise will facilitate smooth integration and support long-term growth [3] Group 4: Financial Considerations - The company is negotiating with the remaining shareholders of the target company, who collectively hold approximately 12.76% of the equity, to establish a separate purchase agreement [4] - The acquisition price is determined based on the target group's financials, valuation, market position, growth prospects, and expected synergies [4] - Digital healthcare services typically feature recurring service fees and platform revenues, which can enhance revenue visibility and overall gross margin compared to more cyclical development revenues [4]