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 a conditional agreement between the Chinese operating entity and the seller, with the target company, Beijing Chunyu Tianxia Software, having an issued share capital of approximately 78.3% [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 established on December 5, 2025, including a share purchase agreement, cash purchase agreement, Class A subscription agreement, and Class B subscription agreement [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 pharmaceutical and healthcare companies [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 company plans to retain the existing management team of the target group while bringing in industry experts to support the operation and management of digital healthcare services [3] - The integration strategy focuses on maintaining operational knowledge while combining additional expertise and resources to 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 offer recurring service fees and platform revenue, which can enhance revenue visibility and overall gross margin compared to more cyclical development income [4]
国锐生活拟2.69亿元收购北京春雨天下软件已发行股本总额约78.3%