On December 29, Ge Longhui | C-LINK SQ (01463.HK) announced that on December 28, 2023, the buyer (Core Squared Limited, a direct wholly-owned subsidiary of the company), Ms. Zou Cheng and Ms. Le Xian signed a share purchase agreement. Based on this, Ms. Zou and Ms. Le conditionally agreed to sell a total of 100% of the issued shares of the target company. As of the date of this announcement, the target companies are 60% and 40% owned by Ms. Zou and Ms. Le respectively.

Ms. Zou's share sale price was approximately HK$284.6 million, while Ms Lok was approximately HK$189.7 million, for a total of approximately HK$474.3 million. The buyer had to induce the company to pay the approximately 284.6 million shares and approximately 189.7 million shares in the issuance and allocation accounts of SJ Capital Investment and SJ Venture Management respectively on the date of completion. Price shares account for about 19.76% of the company's current issued share capital, and approximately 16.50% of the issued share capital after being allocated and expanded by issuing consideration shares. The issue price is HK$1.00, meaning that there is no discount or premium per share at the closing price of HK$1.00 per share as reported on the Stock Exchange on the date of the share purchase agreement.

The target company (i.e. Shengji Investment Co., Ltd.) is a limited company incorporated under the laws of the British Virgin Islands. The company is mainly engaged in investment holdings in Shengji Investment Hong Kong, wholly foreign-owned enterprises (i.e. Tianjin Shengji Enterprise Management Co., Ltd.) and its subsidiaries. Shengji Investment Hong Kong is a limited company incorporated in Hong Kong, China. It is mainly engaged in investment holding of wholly foreign-owned enterprises and their subsidiaries. A wholly foreign-owned enterprise is a limited company incorporated under Chinese law. Its main business is investment holding 50% and 70% shares in Shengji Internet Hospital and Shengji Clinic, respectively, and entering into contract arrangements.

Prior to entering into the share purchase agreement, the wholly foreign-owned enterprise (an indirect wholly-owned subsidiary of the target company) (i) directly owned 50% and 70% of the shares in Shengji Internet Hospital and Shengji Clinic respectively, and (ii) entered into a series of structured contracts with registered owners, operating entities and medical institutions to acquire all remaining economic interests and benefits of the consolidated affiliated entity (limited to shares not yet owned by the wholly foreign-owned enterprise). Integrated affiliate entities are mainly engaged in Internet hospital business and provide physical outpatient services, and are restricted by foreign ownership rights under Chinese laws and regulations.

Through contractual arrangements, the wholly foreign-owned enterprise will effectively control the finance and operation of the consolidated affiliate and will enjoy the economic rights and benefits generated by the integrated affiliate (to the extent that the shares not yet owned by the wholly foreign-owned enterprise). After completion of the acquisition under the share purchase agreement (the contractual arrangement has been concluded), the consolidated affiliate's financial results will be consolidated into the company's consolidated financial statements, and the consolidated affiliate will become an indirect wholly-owned subsidiary of the company.