GR LIFE STYLE (00108) plans to acquire Beijing Chunyu Tianxia Software for approximately 269 million yuan, representing approximately 78.3% of the total issued share capital.

GR LIFE STYLE (00108) announces that the company and the seller have entered into a non-legally binding letter of intent regarding the potential acquisition of 100% equity interest in a target company (primarily engaged in digital medical services). The Board of Directors is pleased to announce that on December 5, 2025, the company's subsidiary entity in China (as the buyer) has entered into an agreement with the seller to purchase the shares (totaling approximately 78.3% of the issued share capital of the target company Beijing Chunyu Tianxia Software) for a price of approximately RMB 269 million (equivalent to approximately HKD 294.8 million), to be paid by issuing and distributing 147 million shares at a price of HKD 1.6 per share, subject to certain conditions. Regarding the proposed acquisition, the Chinese operating entity and the seller entered into four agreements on December 5, 2025, including a Share Purchase Agreement, a Cash Purchase Agreement, a Class A Subscription Agreement, and a Class B Subscription Agreement. The Share Purchase Agreement will take effect immediately after being formally signed by the company, the Chinese operating entity, and the seller. According to its terms, if all applicable subscribers fail to obtain the necessary ODI approval within 365 days from the date of the Share Purchase Agreement, the agreement will be terminated. Although the Cash Purchase Agreement and the Share Purchase Agreement were signed on the same date, the former will only come into effect after the termination of the latter. The Cash Purchase Agreement serves as an alternative settlement arrangement for the proposed acquisition in case the Share Purchase Agreement cannot proceed. The target group is the operator of China's leading mobile internet medical health platform "Chunyu Doctor". Founded in 2011, Chunyu Doctor provides online medical consultation, health management, digital network hospital services, health-related content, digital marketing solutions for pharmaceutical and healthcare companies, and innovative health insurance products through its application, mini-programs, and portal website. As of June 2025, the platform has approximately 180 million registered users, 690,000 contracted doctors, handles around 330,000 health consultations daily, has accumulated around 400 million health records, and has gradually developed into a comprehensive ecosystem covering "digital network hospitals," open platforms, community health services, and a one-stop "insurance + health management" solution. The target group operates value-added telecommunications services (including internet information services) and internet hospitals/online diagnosis and treatment services through licensed medical institutions in China. This business model is scalable and benefits from relevant regulatory licenses (including ICP licenses and medical institution practice licenses), expected to provide counter-cyclical revenue sources and complement the company's existing real estate-related business. By entering a high-growth industry, the company aims to reduce concentration risks from traditional real estate cycles and enhance overall business resilience. With a solid customer base and rich experience in the field of digital medical services in China, the target group complements the company's established customer base, resources, and network in China (including property management platforms and community coverage). The company plans to use its existing resources, market position, and relationships to assist the target group in expanding its service scope, attracting new users and corporate clients, and further expanding the target group's business and revenue. In particular, the company's mature property management platform provides a ready-made ecosystem for community health management services, resident value-added services, and cross-marketing opportunities, facilitating corporate partnerships and regional service expansion for the target group's online medical services. To maintain the target group's existing business scale and further expand it after the completion of the proposed acquisition, the company plans to retain the target group's existing management team and hire industry experts and professionals to assist in the operation and management of the target group's digital medical services business. The Board of Directors believes that retaining the target group's existing operational knowledge while introducing additional expertise and combining the company's resources will help achieve a smooth integration and support the target group's long-term growth. To align with the company's strategy and maximize synergistic value, the company is in discussions with the two remaining shareholders of the target group ("remaining shareholders") who collectively hold approximately 12.76% equity stake in the target group ("remaining shares"). The company and the remaining shareholders have expressed their intention to enter into separate sale and purchase agreements for the remaining shares, with terms and conditions that are substantially similar to the Share Purchase Agreement and/or Cash Purchase Agreement (if applicable). The company will make further announcements in due course or as required by the listing rules to inform shareholders. From a financial perspective, digital medical services typically have recurring service fees and platform income characteristics, which, in the long run, can enhance the company's revenue visibility and overall gross profit level compared to more cyclical development revenue. The price of the proposed acquisition is determined through fair negotiation based on the target group's financials, valuation, market position, growth prospects, and synergies with the company's expectations.