上海荣泰健康科技股份有限公司关于购买参股公司部分股权暨关联交易的公告

Core Viewpoint - Shanghai Rongtai Health Technology Co., Ltd. plans to acquire 21% equity in Shanghai Youmo Youyang Health Technology Co., Ltd. for 42 million yuan, which will allow the company to control 56.50% of the voting rights post-transaction, thus making it a subsidiary [2][4][11]. Group 1: Transaction Overview - The company intends to purchase 21% equity from shareholders of Youmo Youyang, with a total transaction price based on an asset valuation of 210.08 million yuan [4][15]. - The transaction has been approved by the company's board and does not require shareholder approval [3][40]. - The transaction is classified as a related party transaction due to the agreement with a shareholder, Zeng Biyan [2][4]. Group 2: Financial and Operational Impact - The acquisition is expected to enhance the company's competitive edge in the small massage appliance market, which is less affected by economic cycles [12][37]. - Youmo Youyang has shown significant growth potential, with its profitability improving in 2025 compared to 2024, indicating a strong financial outlook [13][38]. - The transaction will allow the company to consolidate its financials, improving revenue and profitability metrics [13][38]. Group 3: Valuation and Pricing - The valuation of Youmo Youyang was conducted using both asset-based and income approaches, with the latter deemed more reflective of the company's value due to its unique market position [16][18]. - The assessed market value of Youmo Youyang was 210.08 million yuan, with an appreciation of 171.52 million yuan, resulting in a valuation increase rate of 444.88% [16][19]. Group 4: Governance and Control - Post-transaction, the company will appoint three directors to Youmo Youyang's board, ensuring a 50% representation [11]. - The agreement with Zeng Biyan ensures aligned voting in shareholder meetings, solidifying control over Youmo Youyang [27][29]. Group 5: Compliance and Approval - The transaction has been reviewed and approved by the independent directors and the board, adhering to relevant regulations [40]. - No prior related transactions occurred between the company and the transaction parties in the last 12 months [3][40].