On December 23, 2023, GREENTOWN SER (02869.HK) announced that on December 23, 2024, the buyer (a subsidiary of the company) and the seller entered into an equity and debt transfer agreement, according to which the buyer agrees to purchase and the seller agrees to sell 25% equity and shareholder loans of Hangzhou Jiancheng, at a price of RMB 0.223 billion (of which the price of shareholder loans is RMB 0.175 billion).

As of the announcement date, Hangzhou Jiancheng is owned by the buyer, Zhejiang Luy Medical Asset Management, and the seller with 20%, 40%, and 40% rights respectively, and the buyer, Zhejiang Luy Medical Asset Management, and the seller provided interest-free shareholder loans totaling RMB 0.708 billion to Hangzhou Jiancheng in proportion to their respective equity holdings in Hangzhou Jiancheng. After the acquisition and GREENTOWN's acquisition are completed, Hangzhou Jiancheng will be owned by the buyer, Zhejiang Luy Medical Asset Management, and GREENTOWN with 45%, 40%, and 15% rights respectively.

It is reported that as of the announcement date, Hangzhou Jiancheng holds 45% equity in Zhejiang Kangyu, and Hangzhou Jiancheng has developed and constructed several health service facilities ("Investment Project") on a plot of land in Hangzhou through Zhejiang Kangyu, including comprehensive facilities for prevention, rehabilitation, teaching, and research use. As of the announcement date, Hangzhou Jiancheng owns 100% of the rights to the Investment Project, and according to the investment cooperation agreement signed between Hangzhou Jiancheng and all other shareholders of Zhejiang Kangyu, Hangzhou Jiancheng may exclusively own, use, and operate the Investment Project, and obtain all revenue generated from it. By April 30, 2024, Hangzhou Jiancheng transferred its leasing and operating rights of the Investment Project to Hangzhou Jianning Commercial Management Co., Ltd. ("Hangzhou Jianning") (a wholly-owned subsidiary of Hangzhou Jiancheng). On July 31, 2024, Hangzhou Jianning entered into a leasing agreement with the Yuhang District Health and Health Bureau of Hangzhou for the Investment Project.

On December 23, 2024, all shareholders of Hangzhou Jiancheng reached an agreement regarding the Investment Project, whereby: (i) after the completion of the acquisition and GREENTOWN's acquisition, the total investment amount payable by Hangzhou Jiancheng for the Investment Project will be borne by all shareholders in proportion to their respective shareholdings in Hangzhou Jiancheng, which can be undertaken by providing shareholder guarantees, providing interest-free shareholder loans, or paying registered capital, up to a maximum amount not exceeding RMB 350 million. Since the buyer will hold 45% equity in Hangzhou Jiancheng after the completion of the acquisition, the maximum amount that the buyer will undertake for the Investment Project according to the agreement is RMB 157.5 million; (ii) any additional funds for Hangzhou Jiancheng or the Investment Project will be arranged by Hangzhou Jiancheng, and if necessary, all shareholders of Hangzhou Jiancheng may provide guarantees in proportion to their respective shareholdings in Hangzhou Jiancheng, specific arrangements will be negotiated separately by all shareholders; and (iii) without unanimous written consent from all shareholders, shareholders of Hangzhou Jiancheng shall not directly or indirectly transfer or assign any equity in Hangzhou Jiancheng to third parties.

The Group believes that Hangzhou Jiancheng holds relatively high-quality underlying assets (i.e., Investment Project), and the properties in the Investment Project have been fully completed and a leasing agreement has been signed with the tenant to lease the entire project to a government agency expected to be used for Hospital Operation (considering that the tenant is a government agency and the intended use is Hospital Operation, it has a strong performance ability, credibility, and stability). Whether through rental income to achieve stable investment returns, or through other better means to dispose of the Investment Project to obtain investment returns, it can bring relatively stable and predictable investment income to shareholders, and the Group can enjoy the relevant investment returns through the acquisition.