Jiaheng Home Care Co., Ltd. Tender Offer Report

Jiaheng Home Care Co., Ltd. Tender Offer Report

Company Name: Jiaheng Home Care Co., Ltd.

Listing Venue: Shenzhen Stock Exchange

Stock Abbreviation: Jiaheng Home Care

Stock Code: 300955.SZ

Acquirer: Hangzhou Pinbianyi Network Technology Co., Ltd.

Address: Room 401, 4th Floor, Building 7, Phase VI, Information Port, Ningwei Street, Xiaoshan District, Hangzhou City, Zhejiang Province

Correspondence Address: Room 401, 4th Floor, Building 7, Phase VI, Information Port, Ningwei Street, Xiaoshan District, Hangzhou City, Zhejiang Province

Concert Party 1: Wenzhou Cangxiao Enterprise Management Partnership (Limited Partnership)

Address: Room 501-6, Talent Science and Technology Building, Lingxi Town, Cangnan County, Wenzhou City, Zhejiang Province

Correspondence Address: Room 501-6, Talent Science and Technology Building, Lingxi Town, Cangnan County, Wenzhou City, Zhejiang Province

Concert Party 2: Hangzhou Runyi Enterprise Management Consulting Partnership (Limited Partnership)

Address: Room 2347, 2nd Floor, Building 1, No. 104 Wulin New Village, Tianshui Street, Gongshu District, Hangzhou City, Zhejiang Province

Correspondence Address: Room 2347, 2nd Floor, Building 1, No. 104 Wulin New Village, Tianshui Street, Gongshu District, Hangzhou City, Zhejiang Province

Financial Advisor to the Acquirer

[Chart: Zhongtai Securities Logo]

Signing Date: June 2026

Special Notice

Terms or abbreviations used in this section have the same meanings as defined in the definitions section of this report.

1. On December 31, 2025, Zeng Bensheng and Hangzhou Pinbianyi signed the "Share Transfer Agreement I," under which Hangzhou Pinbianyi intends to acquire 19,555,200 unrestricted tradable shares of the listed company held by Zeng Bensheng, representing 19.40% of the total share capital. On the same day, Zeng Bensheng and Wenzhou Cangxiao signed the "Share Transfer Agreement II," under which Wenzhou Cangxiao intends to acquire 5,241,600 unrestricted tradable shares, representing 5.20% of the total share capital. On the same day, Zeng Bensheng and Hangzhou Runyi signed the "Share Transfer Agreement III," under which Hangzhou Runyi intends to acquire 5,140,800 unrestricted tradable shares, representing 5.10% of the total share capital. Hangzhou Pinbianyi, Wenzhou Cangxiao, and Hangzhou Runyi have signed an "Acting-in-Concert Agreement." The share transfer price is 33.21 yuan per share. Upon completion, the parties will collectively hold 29.70% of the company's shares and voting rights.

2. Following the transfer of the target shares under "Share Transfer Agreement I," Zeng Bensheng waives the voting rights of his remaining 26,000,612 shares. This waiver is effective from the date of the share transfer completion until the earlier of: (1) completion of the tender offer share transfer; or (2) the rescission or termination of the share transfer agreements.

3. The acquirer for this tender offer is Hangzhou Pinbianyi. As of the signing date, the acquirer and its concerted parties hold 29.70% of the shares. This tender offer is a partial offer for 21,268,800 shares (21.10% of total capital) to all shareholders other than the acquirer and its concerted parties. Zeng Bensheng has irrevocably committed to tender his shares in accordance with the offer.

4. This is a voluntary tender offer, not a mandatory one, and is not intended to delist the company.

5. The acquirer has deposited 141,267,369.60 yuan (20% of the maximum total consideration) as a performance bond with the Shenzhen Branch of China Securities Depository and Clearing Corporation (CSDC).

6. The tender offer period is 30 calendar days, from June 24, 2026, to July 23, 2026. Tenders are irrevocable during the last three trading days.

7. The acquirer will fulfill its obligations regardless of whether the final number of tendered shares reaches the target, provided the offer conditions are met.

Main Content of the Tender Offer

1. Basic Information of the Target Company