Tianyuan Health (00557): Hengqin Hanyue Me and Shanghai Rifu plan to increase capital to Shanghai Rifu

TIANYUAN HEALTH (00557) announced that on July 21, 2025, Hengqin Hanyuemei (an indirect wholly-owned subsidiary of the Company) and Shanghai Rifoo (an indirect non-wholly-owned subsidiary of the Company) entered into a capital increase agreement with Shanghai Huaman. Hengqin Hanyuemei will increase the capital of Shanghai Rifoo by RMB 15.5152 million (equivalent to approximately HKD 16.9116 million) by converting RMB 15.5152 million (equivalent to approximately HKD 16.9116 million) of debts owed to Hengqin Hanyuemei by Shanghai Rifoo into capital; and Shanghai Huaman will increase the capital of Shanghai Rifoo by RMB 10 million (equivalent to approximately HKD 10.9 million) through cash contribution. The two capital increases will be based on the respective shareholding ratios of Hengqin Hanyuemei and Shanghai Huaman in Shanghai Rifoo. Upon completion of the capital increase, the registered capital of Shanghai Rifoo will increase from RMB 2.3846 million to RMB 27.8998 million, while the shareholding ratios of Hengqin Hanyuemei and Shanghai Huaman in Shanghai Rifoo will remain unchanged at 60.8077% and 39.1923% respectively. On July 21, 2025 (after trading hours), Shanghai Rifoo (an indirect non-wholly-owned subsidiary of the Company) entered into a shareholder loan agreement with Shanghai Huaman, where Shanghai Huaman agreed to provide a shareholder loan of RMB 3 million (equivalent to approximately HKD 3.27 million) to Shanghai Rifoo with a term of 36 months. On May 22, 2025, Shanghai Huaman made a prepayment of RMB 13 million (equivalent to approximately HKD 14.17 million) to Shanghai Rifoo. During the prepayment, Shanghai Huaman and Shanghai Rifoo discussed the main terms of the capital increase agreement and the shareholder loan agreement. Given the operational capital needs of Shanghai Rifoo, the capital increase and shareholder loan will be a combination of equity financing and interest-free debt financing to provide additional operational capital for the daily business operations of Shanghai Rifoo, further strengthening its development capabilities and enhancing the competitiveness of the Group's main medical service business in China. In addition, the capital increase and shareholder loan provided by Shanghai Huaman consolidate the long-term strategic cooperation between the Group and Shanghai Huaman. Shanghai Huaman is a medical aesthetics marketing company based in Shanghai, operating in the East China region with an extensive network of beauty industry partners. Therefore, the Board believes that Shanghai Huaman has strategic value for the Group, as it can introduce potential cooperation opportunities with other Chinese medical aesthetics centers and attract customers for the Group. The capital increase and shareholder loan reflect the further commitment of strategic partner Shanghai Huaman to the Group, helping to provide further support and resources to the operations of Shanghai Rifoo and the overall development of the Group, bringing momentum to the development of Shanghai Rifoo and the Group.