Securities Code: 300955 Securities Abbreviation: Jiaheng Homecare Announcement No.: 2026-029
Jiaheng Homecare Co., Ltd.
Announcement Regarding Receipt of Tender Offer Report
The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or significant omissions.
Key Content Highlights:
I. The offeror for this tender offer is Hangzhou Pinbianyi Technology Co., Ltd. (hereinafter referred to as "Offeror" or "Hangzhou Pinbianyi"). The Offeror and its shareholders recognize the long-term value of Jiaheng Homecare Co., Ltd. (hereinafter referred to as "Listed Company", "Company", or "Jiaheng Homecare") and intend to further enhance their control over the Listed Company through this tender offer.
II. On December 31, 2025, Zeng Bensheng, the former controlling shareholder of Jiaheng Homecare, and Hangzhou Pinbianyi jointly signed the "Share Transfer Agreement between Zeng Bensheng and Hangzhou Pinbianyi Technology Co., Ltd." (hereinafter referred to as "Share Transfer Agreement One"). Hangzhou Pinbianyi intends to acquire 19,555,200 unrestricted tradable shares of the Listed Company held by Zeng Bensheng and all corresponding shareholder rights and interests through a transfer, representing 19.40% of the total share capital of the Listed Company. On the same day, Zeng Bensheng and Wenzhou Cangxiao Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Wenzhou Cangxiao") jointly signed the "Share Transfer Agreement between Zeng Bensheng and Wenzhou Cangxiao Enterprise Management Partnership (Limited Partnership)" (hereinafter referred to as "Share Transfer Agreement Two"). Wenzhou Cangxiao intends to acquire 5,241,600 unrestricted tradable shares of the Listed Company held by Zeng Bensheng and all corresponding shareholder rights and interests through a transfer, representing 5.20% of the total share capital of the Listed Company. On the same day, Zeng Bensheng and Hangzhou Runyi Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Hangzhou Runyi") jointly signed the "Share Transfer Agreement between Zeng Bensheng and Hangzhou Runyi Enterprise Management Consulting Partnership (Limited Partnership)" (hereinafter referred to as "Share Transfer Agreement Three"). Hangzhou Runyi intends to acquire 5,140,800 unrestricted tradable shares of the Listed Company held by Zeng Bensheng and all corresponding shareholder rights and interests through a transfer, representing 5.10% of the total share capital of the Listed Company. Hangzhou Pinbianyi, Wenzhou Cangxiao, and Hangzhou Runyi have jointly signed the "Concerted Action Agreement" and agreed to form a concerted action group. The transfer price for these shares is RMB 33.21 per share. As of the date of signing the tender offer report, the aforementioned share transfer has been completed and registered for transfer. The Offeror and its concerted action parties have acquired 29.70% of the shares of the Listed Company and the corresponding voting rights. The preconditions for this tender offer have been met.
III. Following the completion of the transfer of the target shares as stipulated in "Share Transfer Agreement One", Zeng Bensheng will waive his voting rights for the remaining 26,000,612 shares of the Listed Company held by him. This waiver of voting rights will take effect from the date of completion of the transfer of the target shares under "Share Transfer Agreement One" and will expire on the earlier of the following events: (1) completion of the share transfer procedures for the tender offer; or (2) termination or cancellation of "Share Transfer Agreement One" and/or "Share Transfer Agreement Two" and/or "Share Transfer Agreement Three". In any event, the shares held by the transferor in the Listed Company will no longer be subject to the "Voting Rights Waiver Undertaking" after being legally sold to an unrelated third party.