上海健麾信息技术股份有限公司关于收购子公司博科国信(武汉)科技有限公司部分股权的公告

Transaction Overview - The company plans to acquire 38% equity of Boke Guoxin (Wuhan) Technology Co., Ltd. for a total consideration of RMB 73.71 million, distributed among four sellers [2][4][17] - After the transaction, the company's ownership in the target company will increase from 32% to 70%, making it a subsidiary included in the consolidated financial statements [2][4][36] - This acquisition is a strategic move to enhance the company's capabilities in automation hardware, software platforms, and medical AI applications, promoting a comprehensive integration of products and solutions [4][5][35] Financial Details - The target company achieved an unaudited net profit of RMB 14.33 million in 2025, leading to an overall valuation of RMB 194 million based on a price-to-earnings (PE) ratio of 13.54 [12][15] - The acquisition price reflects a significant premium over the target company's net assets, with a net asset appreciation rate of 200.13% [15][36] Strategic Implications - The acquisition is expected to enhance the company's market competitiveness by integrating its existing products with the target company's AI solutions, thereby creating a more comprehensive smart hospital solution [5][35] - The target company is a member of the China Healthcare Information Interoperability Technology Alliance and has experience with international healthcare standards, which will aid in expanding the company's overseas market presence [5][35] Approval and Compliance - The transaction was approved by the company's board on February 5, 2026, and does not require shareholder approval as it does not constitute a related party transaction or a major asset restructuring [3][6][35] - The transaction is subject to various regulatory approvals and the signing of a share transfer agreement, which has not yet occurred [3][6][35] Management and Operational Changes - Post-acquisition, the target company's board will be restructured, with the company's representatives holding a majority of the board seats, and the chairman will be the company's actual controller [37][36] - The transaction does not involve any personnel changes or land leasing issues within the target company [37][36]