300015SZSE
🚨 Material Event

Announcement on Wholly-Owned Subsidiary Acquiring Control of Brazilian Ophthalmology Services Group Through Capital Increase

Aier Eye Hospital Group Co., Ltd.··12 pages

✨ AI Summary

AIER Eye Hospital Group Co., Ltd. will acquire control of a Brazilian ophthalmology services group via its wholly-owned subsidiary, AIER Brazil. The transaction involves AIER Brazil subscribing for new shares in a target company for BRL 530 million, aiming to expand its global presence and enhance its network. This strategic move is expected to strengthen the company's competitive position and international brand influence.

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Full Translation

AI Translation· gemini_document

AIER EYE HOSPITAL GROUP CO.,LTD.

Securities Code: 300015 Stock Abbreviation: AIER Eye Announcement No.: 2026-045

Announcement on Wholly-Owned Subsidiary Acquiring Control of Brazilian Ophthalmology Services Group Through Capital Increase

The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and that there are no false records, misleading statements, or major omissions.

Key Information Highlights:

  1. Transaction Content: AIER Eye Hospital Group Co., Ltd. (hereinafter referred to as the "Company" or "AIER Eye") plans to increase capital through its wholly-owned overseas subsidiary Aier Eye Brasil Participações Ltda. (hereinafter referred to as "AIER Brazil") by subscribing for new shares in SF 1125p Participações Societárias S.A. (hereinafter referred to as the "Target Company"), which is an SPV established for this transaction. Upon completion of this transaction (hereinafter referred to as the "Transaction"), AIER Brazil will obtain control of the Target Company and indirectly control Clínicas do Brasil Holding S.A. (hereinafter referred to as "Clínicas do Brasil") and Contact-Gel Holding LTDA. (hereinafter referred to as "Contact-Gel"), a Brazilian ophthalmology services and optometry-related business group (hereinafter referred to as the "Target Group" or "Brazilian Ophthalmology Services Group").

  2. Transaction Amount: The subscription amount for this transaction is BRL 530 million, equivalent to approximately RMB 696 million (calculated based on the exchange rate on June 9, 2026; the final RMB amount will be subject to the actual foreign exchange purchase and payment exchange rate).

  3. Upon completion of this transaction, AIER Brazil will hold 60.57% of the equity in the Target Company and indirectly hold 50.06% of the equity in Clínicas do Brasil and 60.57% of the equity in Contact-Gel through the Target Company (the final proportion is subject to settlement on the closing date). This subscription capital will be primarily used for the Target Company's capital increase in Clínicas do Brasil. Minority shareholders (doctors) will have the right to co-invest when Clínicas do Brasil increases its capital. To maintain the Company's indirect shareholding of not less than 50.06%, if minority shareholders co-invest, the Company may increase its subscription amount accordingly.

  4. In this transaction, the subscription capital obtained by the Target Company from the Company will be primarily used to increase capital in Clínicas do Brasil to repay its bank loans. Clínicas do Brasil's main business operations are stable, with healthy EBITDA and operating cash flow. However, due to historical expansion, it has accumulated a large amount of bank loans, and high local interest rates in Brazil have resulted in significant financial expenses, leading to negative net profit. This capital increase will primarily be used to repay bank loans, significantly reducing its financial expenses and improving its profitability.

  5. This transaction does not constitute a related-party transaction and does not constitute a major asset restructuring as defined by the "Administrative Measures for Major Asset Restructuring of Listed Companies."

  6. This transaction has been reviewed and approved by the seventh meeting of the seventh Board of Directors. In accordance with the "Rules Governing the Listing of Stocks on the ChiNext Market of the Shenzhen Stock Exchange" and the "Articles of Association," this transaction is within the scope of the Board of Directors' approval authority and does not require submission to the shareholders' meeting for deliberation.

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