Hong Kong, 18 March 2026—Kaisa Group Holdings (01638.HK) announced a discloseable transaction under which a wholly owned BVI unit, Profit Vigorous Developments, will sell the entire equity of Embrace Blossom Ltd. (the “Target Company”) to 43%-owned subsidiary Kaisa Health Group (00876.HK).
Transaction structure and consideration • Consideration is RMB21.60 million (approximately HK$24.41 million). • Payment will be fully settled by new Kaisa Health shares: – 2.79 million consolidated shares at HK$8.75 each, assuming Kaisa Health’s 50-into-1 share consolidation becomes effective, or – 139.50 million existing shares at HK$0.175 each if the consolidation is not effective. • The issue price equals the five-day average closing price of Kaisa Health shares prior to signing and represents a 10.3% discount to the last trading price of HK$0.195.
Assets involved • The Target Company ultimately holds 54.84% of Qinghai Pharmaceutical Co., Ltd. (“Project Company”), a PRC manufacturer of anaesthetic active pharmaceutical ingredients and finished products. • Facilities: 76,000 sqm site in Xining, Qinghai (43,890 sqm GFA) with a new 89,935 sqm plant under construction, plus an R&D institute in Shanghai. • The Project Company owns 30 patents and is licensed by the National Medical Products Administration to produce narcotic and psychotropic APIs.
Valuation • Independent valuer set the 100% equity value of the Target Company at RMB21.60 million after applying a 20.4% discount for lack of marketability. • Valuation adopted a discounted cash-flow approach with a 12.98% WACC and 2% terminal growth.
Post-deal shareholding changes • Kaisa Group’s stake in Kaisa Health will rise from 42.99% to 44.52%. • Kaisa Group’s effective interest in the Project Company will fall from 54.29% to 24.17%, amounting to a disposal of 30.12% effective interest. • The Target Company and Project Company will remain consolidated in Kaisa Group’s accounts; no gain or loss is expected on disposal, though RMB18.17 million will be reclassified to non-controlling interests.
Key conditions precedent Completion requires, among others: 1. Independent Kaisa Health shareholders’ approval. 2. Approval for listing of the consideration shares. 3. Effectiveness of Kaisa Health’s share consolidation. 4. Capping Kaisa Healthcare Investment’s guarantee exposure on a related loan dispute to no more than RMB100 million.
Liabilities snapshot (30 Nov 2025) Major obligations include a RMB351 million bank loan and RMB600 million guarantees to Minsheng Bank, a capped RMB100 million guarantee to Ruihong Real Estate, and various long-term payables within the Project Group. These have been factored into the valuation.
Strategic rationale Kaisa Group stated the sale aligns the Project Company with Kaisa Health’s existing dental and healthcare operations, aiming to realise marketing synergies and scale benefits within its healthcare segment.
Regulatory classification With applicable size ratios exceeding 5% but below 25%, the deal is classified as a discloseable transaction under Hong Kong Listing Rules and requires public disclosure but not shareholder approval from Kaisa Group.
Investors are advised that the transaction is subject to outstanding conditions and may not proceed if they are not fulfilled.