JD Health International Inc. (JD Health) has replaced its “Existing Contractual Arrangements” with a new set of virtually identical agreements after a 30% equity stake in its consolidated affiliated entity, Suqian Jingdong Tianning Jiankang Technology Co., Ltd. (Suqian Tianning), was transferred on 26 March 2026 from Ms. Yayun Li to Ms. Tingting Sui, a vice-president of JD Group.

Under the “New Contractual Arrangements”: • Registered shareholding in Suqian Tianning is now held by Mr. Qin Miao (45%), Ms. Tingting Sui (30%) and Ms. Pang Zhang (25%). • The WFOE, Beijing Jingdong Jiankang Co., Ltd., retains exclusive business cooperation, option, loan, share-pledge and voting-proxy agreements that mirror the previous structure, ensuring JD Health’s continued control and economic entitlement to Suqian Tianning’s results. • JD Health’s auditors have confirmed that Suqian Tianning will remain fully consolidated into the group’s financial statements under IFRS.

Regulatory position: • The Hong Kong Stock Exchange reconfirmed that the transactions remain covered by the original IPO Waiver. Consequently, they are exempt from (i) independent shareholders’ approval, (ii) annual caps, and (iii) the three-year contract term limit stipulated in Chapter 14A of the Listing Rules, so long as JD Health’s shares are listed. • The New Registered Shareholders are deemed connected persons, but the replicated contractual framework continues to qualify as continuing connected transactions under the waiver.

Rationale: • JD Health cited administrative efficiency for appointing Ms. Sui—who is based in Beijing—as a shareholder in place of Ms. Li. • The board, including independent non-executive directors, concluded the new agreements are on normal commercial terms, fair and reasonable, and in the interests of all shareholders.

Legal considerations and risks: • JD Health’s PRC counsel affirmed the legality and enforceability of the New Contractual Arrangements under current laws, while acknowledging regulatory uncertainties inherent in variable interest entity (VIE) structures. • Potential risks include changing PRC regulations on foreign investment, enforceability of dispute-resolution provisions, and the ongoing need to rely on contractual rather than equity control.

Operational impact: • Suqian Tianning continues to operate JD Health’s value-added telecommunications services and online hospital businesses—sectors subject to foreign investment restrictions—under the VIE framework. • JD Health reports no interference from PRC authorities to date and states that its existing insurance coverage does not extend to specific risks arising from the contractual arrangements.

Board matters: • No director was required to abstain from voting on the new arrangements, and no material interest conflicts were reported.

The updated structure secures JD Health’s strategic control over its restricted-business operations without affecting consolidated financial reporting or triggering additional Listing Rule compliance requirements.