--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-091897" form_type: "8-K" ticker: "JRSS" cik: "0001597892" company_name: "JRSIS HEALTH CARE Corp" filed_at: "2023-12-01T23:59:59+00:00" generated_at: "2026-06-07T19:22:32.659458+00:00" event_type: "m_and_a" sentiment: "negative" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # JRSIS issues 92.9% of shares to acquire Yongzhou JIT via VIE; change of control ## Summary - Issued 76,757,439 common shares (92.9% of outstanding) to Jumi GCL for VIE agreements with Yongzhou JIT. - CEO Zhifei Huang, CFO Zhuowen Chen resign; Linhai Zhu appointed CEO/CFO/Treasurer; Zhuowei Zhong named Secretary. - Yongzhou JIT (accounting acquirer) had 2022 revenue of $1.72M, net loss of $673k; $3.93M accumulated deficit. - Auditor's report includes going-concern emphasis; company abandoned prior business plan. - Transaction treated as reverse acquisition; Yongzhou JIT is accounting acquirer. ## SEC filing metadata - accession: 0001213900-23-091897 - form_type: 8-K - ticker: JRSS - cik: 0001597892 - company_name: JRSIS HEALTH CARE Corp - filed_at: 2023-12-01T23:59:59+00:00 - event_type: m_and_a - sentiment: negative - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 3.02, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/0001213900-23-091897-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/ea189282-8k_jrsishealth.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-091897 - JSON: https://secwatch.observer/filing/0001213900-23-091897.json - Plain text: https://secwatch.observer/filing/0001213900-23-091897.txt ## Key facts - Executive change Zhuowei Zhong was appointed as Secretary at JRSIS HEALTH CARE Corp. - Action: appointed - Role: Secretary source text: the Board of Directors appointed Zhuowei Zhong to serve as Secretary of JRSIS. evidence_url: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/0001213900-23-091897-index.htm - Executive change Zhuowen Chen resigned as Chief Financial Officer at JRSIS HEALTH CARE Corp. - Action: resigned - Role: Chief Financial Officer source text: Zhuowen Chen also resigned from his positions as Chief Financial Officer and Secretary of the Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/0001213900-23-091897-index.htm - Executive change Linhai Zhu was appointed as Director at JRSIS HEALTH CARE Corp. - Action: appointed - Role: Director source text: appointed Linhai Zhu to fill the vacancy on the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/0001213900-23-091897-index.htm - Executive change Linhai Zhu was appointed as Chief Executive Officer at JRSIS HEALTH CARE Corp. - Action: appointed - Role: Chief Executive Officer source text: The Board of Directors also appointed Linhai Zhu to serve as Chief Executive Officer, Chief Financial Officer and Treasurer of JRSIS. evidence_url: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/0001213900-23-091897-index.htm - Executive change Zhifei Huang resigned as Director at JRSIS HEALTH CARE Corp. - Action: resigned - Role: Director source text: Zhifei Huang and Zhuowen Chen submitted resignations from their positions on JRSIS’s Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/0001213900-23-091897-index.htm - Executive change Zhuowen Chen resigned as Secretary at JRSIS HEALTH CARE Corp. - Action: resigned - Role: Secretary source text: Zhuowen Chen also resigned from his positions as Chief Financial Officer and Secretary of the Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/0001213900-23-091897-index.htm - Executive change Zhifei Huang resigned as Chief Executive Officer at JRSIS HEALTH CARE Corp. - Action: resigned - Role: Chief Executive Officer source text: Zhifei Huang also resigned from his position as Chief Executive Officer of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/0001213900-23-091897-index.htm - Executive change Linhai Zhu was appointed as Chief Financial Officer at JRSIS HEALTH CARE Corp. - Action: appointed - Role: Chief Financial Officer source text: The Board of Directors also appointed Linhai Zhu to serve as Chief Executive Officer, Chief Financial Officer and Treasurer of JRSIS. evidence_url: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/0001213900-23-091897-index.htm - Executive change Linhai Zhu was appointed as Treasurer at JRSIS HEALTH CARE Corp. - Action: appointed - Role: Treasurer source text: The Board of Directors also appointed Linhai Zhu to serve as Chief Executive Officer, Chief Financial Officer and Treasurer of JRSIS. evidence_url: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/0001213900-23-091897-index.htm - Executive change Zhuowen Chen resigned as Director at JRSIS HEALTH CARE Corp. - Action: resigned - Role: Director source text: Zhifei Huang and Zhuowen Chen submitted resignations from their positions on JRSIS’s Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/0001213900-23-091897-index.htm - M&A Transactions JRSIS HEALTH CARE Corp underwent a change of control involving Jumi GCL (closed 2023-11-30). - Action: change of control - Counterparty: Jumi GCL - Closing: 2023-11-30 source text: On November 30, 2023 a closing was held with respect to the Agreement to Contract dated October 18, 2023 (the “Jumi Agreement” ) among JRSIS Health Care Corporation ( “JRSIS” ), Laidian Technology (Zhongshan) Co., Ltd. ( “Laidian” ), Zhuowei Zhong, Yongzhou Jumi Intelligent Technology Co., Ltd. ( “Yongzhou JIT” ), Guangzhou Jumi Intelligent Equipment Co., Ltd. ( “Guangzhou JIE” ), Linhai Zhu, Yulin Investment (Guangzhou) Partnership L.P. ( “Yulin IGP” ), Jumi Intelligent Information Technology (Guangzhou) Partnership L.P. ( “Jumi IIP” ) and Jumi Group Company, Ltd. ( “Jumi GCL” ). evidence_url: https://www.sec.gov/Archives/edgar/data/1597892/000121390023091897/0001213900-23-091897-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.