China Tian Yuan Healthcare Group Limited (Tianyuan Health) announced that on 9 June 2026 its wholly owned subsidiary Zhuhai Hengqin Hanyuemei Healthcare Technology entered into an Equity Transfer Agreement to sell a 60.8077% interest in Shanghai Rifu Industrial—parent of Shanghai Yuyue Weilai Healthcare Beauty Hospital—to Shenzhen Zehua International Trade for RMB23.00 million.
The consideration will be settled in two equal tranches: RMB11.50 million within 10 business days after the agreement becomes effective and the remaining RMB11.50 million within 10 business days following completion of industrial and commercial registration changes. Post-completion, Shanghai Rifu and its hospital subsidiary will cease to be consolidated into Tianyuan Health’s financial statements.
Pricing was negotiated at arm’s length and referenced an independent market-approach valuation of Shanghai Hospital at RMB37.32 million. The calculation incorporates a 37.0% control premium and a 16.0% discount for lack of marketability. Concurrently, Tianyuan Health will waive approximately RMB45.23 million of inter-company balances owed by the Target Group once the transaction closes and the purchase price is fully paid.
The Target Group has posted consecutive losses, with audited revenue of HK$7.52 million in 2024 and HK$1.88 million in 2025, and net losses of HK$12.80 million and HK$6.48 million, respectively. As of 30 April 2026, unaudited total assets stood at RMB14.17 million against net liabilities of RMB86.62 million (or net assets of RMB19.88 million when the waived inter-company balances are excluded).
Tianyuan Health expects to recognise a pre-tax gain of about RMB35.09 million from the disposal, calculated from the consideration received, the Target Group’s adjusted net liabilities, and the elimination of goodwill impairment. Proceeds will be used for general working capital.
Management cites persistent losses at Shanghai Hospital, heightened competition in medical aesthetics, and a strategic pivot toward the growing medical examination business—anchored by the recently acquired Deshang Clinic—as key reasons for the exit. Divesting the underperforming unit is intended to strengthen cash flow and allow greater focus on scalable health-management services.
Under Hong Kong Listing Rules, the deal qualifies as a discloseable transaction, requiring announcement but not shareholder approval. Completion remains subject to agreed conditions, and investors are advised to exercise caution when dealing in the company’s securities.