BEAUTYFARM MED (02373) announced that on October 15, 2025 (before Hong Kong Stock Exchange trading hours), the Company, Shanghai BEAUTYFARM MED Medical Health, SYL Holding and Shanghai Anyan entered into a share purchase agreement. SYL Holding and Shanghai Siyen (both as sellers) conditionally agreed to sell, while the Company and Shanghai BEAUTYFARM MED Medical Health (both as buyers) conditionally agreed to acquire 100% of the issued shares of Shanghai Siyenli Industrial Co., Ltd. for a consideration of RMB 1.25 billion (equivalent to approximately HK$1.369 billion).
As part of the consideration, consideration shares will be allotted and issued under the specific mandate to be sought by the Company at the extraordinary general meeting. Upon allotment and issuance, the consideration shares will rank pari passu with the existing shares. A total of 15.7981 million consideration shares will be allotted and issued to SYL Holding, representing approximately 6.70% of the total issued shares as of the announcement date (including 90,500 treasury shares), and approximately 6.28% of the enlarged issued share capital (including 90,500 treasury shares) after the consideration shares (assuming completion of the acquisition and allotment of consideration shares). The Company will apply to the Hong Kong Stock Exchange for approval of the listing and trading of the consideration shares.
Prior to completion, the target company is owned 74.0% by SYL Holding and 26.0% by Shanghai Anyan. Upon completion, the target company will become an indirect wholly-owned subsidiary of the Company, and its results, assets and liabilities will be consolidated into the Group's accounts.
The target company is a limited company incorporated in China on December 31, 2009. Siyenli was established in 1996 and is a benchmark brand in China's high-end beauty services industry under the target company. Adhering to the core skincare philosophy of technology empowerment and results-oriented approach, Siyenli carefully develops high-end professional skincare products, focusing on providing professional skincare and beauty experiences for women in tier-1 cities.
According to Frost & Sullivan data, based on 2024 revenue, the Siyenli brand under the target company ranks as China's third-largest beauty services brand. As of June 30, 2025, the target company operates 163 lifestyle beauty stores (including 118 directly-operated stores and 45 franchise stores) and 19 medical beauty clinics across 48 cities nationwide. In 2024, over 90% of total revenue came from stores located in China's top 20 tier-1 and new tier-1 cities.
This acquisition represents another important milestone for the Group following the successful acquisition of Nayuki in 2024, and will reshape the competitive landscape of the high-end beauty industry in China's tier-1 cities. Upon completion, the Group's store network will rapidly expand to 734 stores, while driving significant growth in the member base. Leveraging the unique advantages of the "dual beauty + dual healthcare" business model, the Group will achieve dual enhancement in consolidating BEAUTYFARM MED's industry-leading position and expanding market share.
Upon completion, the Group will fully empower the target company through five core capabilities: chain enterprise management, customer lifecycle management, medical service upgrades, AI digital transformation, and supply chain integration. This strategic alliance will maximize synergistic effects, rapidly unlock the target company's value potential, drive substantial growth in the Group's revenue and profit scale, and open up broad opportunities for high-quality development.