Beijing Health (2389) Announces Deemed Acquisition of Subsidiary

Bulletin Express
10/24

Beijing Health (Holdings) Limited (Stock Code: 2389) disclosed that on 24 October 2025, it entered into an Addendum to the Shareholders Agreement with Jinfu N.A. Real Estate Investment Limited (Jinfu), and other existing shareholders of 1121695 B.C. Ltd. (the Target Company), along with an Acting in Concert Agreement between Beijing Health and Jinfu. Under these arrangements, Beijing Health will nominate two of the Target Company’s three directors, and Beijing Health and Jinfu will collectively hold approximately 78.15% of the total voting rights in shareholders’ meetings of the Target Company.

Following the 2020 conversion of loans into new Target Company shares, Beijing Health previously held 47.47% of the Target Company, while Jinfu and other investors held the remainder. The Target Company primarily holds a mixed-use complex in British Columbia, Canada, featuring a 135-suite apartment building, commercial space, and a high-density development site. According to unaudited financial statements, the Target Company recorded revenue of CAD1.345 million in 2023 and CAD1.640 million in 2024, with net losses of CAD4.523 million and CAD5.552 million respectively over those two years. Its unaudited net liabilities stood at approximately CAD3.018 million as of 31 December 2024.

Under the new agreements, Beijing Health will control the Target Company’s board composition and, together with Jinfu, hold the majority of voting power. As a result, the Target Company becomes a subsidiary of Beijing Health and will be consolidated into the group’s financial statements. Since the applicable percentage ratios exceed 5% but remain below 25%, the consolidation qualifies as a discloseable transaction under Chapter 14 of the Listing Rules, requiring notification and announcement.

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