002044SZSE

Explanation from the Board of Directors on the Dilution of Immediate Returns and Compensation Measures for This Transaction

Meinian Onehealth Healthcare Holdings Co., Ltd.·

✨ AI Summary

The announcement outlines the company's plan to acquire significant equity stakes in various health management subsidiaries through a share issuance. The transaction is expected to enhance the company's asset scale and profitability, with no dilution of earnings per share anticipated. Measures are proposed to mitigate potential risks to immediate returns, including integration of acquired companies and improvements in corporate governance.

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AI Translation· azure_openai

Explanation from the Board of Directors on the Dilution of Immediate Returns and Compensation Measures for This Transaction

Meinian Onehealth Healthcare Holdings Co., Ltd. (hereinafter referred to as "the Company" or "the Listed Company") intends to acquire 84.00% equity in Hengyang Meinian Health Check-up Center Co., Ltd., 81.00% equity in Ningde Meinian Health Management Co., Ltd., 75.00% equity in Yantai Meinian Health Check-up Management Co., Ltd., 49.00% equity in Yantai Meinian Futian Health Check-up Management Co., Ltd., 52.81% equity in Wuhan Meici Aoya Technology Management Co., Ltd., 85.00% equity in Sanming Meinian Health Management Co., Ltd., 90.00% equity in Feicheng Meinian Health Management Co., Ltd., 84.00% equity in Dezhou Meinian Health Check-up Management Co., Ltd., 82.00% equity in Lianjiang Meinian Health Management Co., Ltd., 80.50% equity in Yishui Meinian Health Check-up Management Co., Ltd., 92.35% equity in Shandong Meiming Aoya Health Consulting Co., Ltd., and minority stakes of 47.37% in Zhengzhou Meijian Health Management Co., Ltd., 49.00% in Guangzhou Huadu District Meinian Health Management Co., Ltd., 42.46% in Anhui Meixin Health Management Consulting Co., Ltd., 49.00% in Zibo Meinian Health Management Co., Ltd., and 48.05% in Jilin City Changyi District Meinian Health Technology Management Co., Ltd. (hereinafter referred to as "this transaction").

According to the relevant provisions of the "Opinions on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market" (Guo Ban Fa [2013] No. 110), "Several Opinions on Further Promoting the Healthy Development of the Capital Market" (Guo Fa [2014] No. 17), and the China Securities Regulatory Commission's "Guidance on Matters Related to the Dilution of Immediate Returns in Initial Public Offerings, Refinancing, and Major Asset Restructuring" (CSRC Announcement [2015] No. 31), in order to protect the interests of small and medium investors, the Board of Directors of the Company has proposed the following compensation measures and commitments regarding the dilution of immediate returns from this transaction:

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