300955SZSE
🚨 Material Event

Report of the Board of Directors of Jiaheng Home Care Co., Ltd. to All Shareholders Regarding the Tender Offer by Hangzhou Pinbianyi Network Technology Co., Ltd.

Jiaheng Home Care Co., Ltd.··43 pages

✨ AI Summary

This report addresses the tender offer initiated by Hangzhou Pinbianyi Network Technology Co., Ltd. for shares of Jiaheng Home Care Co., Ltd. The Board of Directors provides its formal response and recommendations to shareholders regarding the acquisition. This document outlines the relevant parties, potential conflicts of interest, and the Board's official stance on the transaction.

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Full Translation

AI Translation· gemini_document

Stock Code: 300955 Stock Abbreviation: Jiaheng Home Care

Board of Directors of Jiaheng Home Care Co., Ltd.

Regarding the Tender Offer by Hangzhou Pinbianyi Network Technology Co., Ltd.

Report to All Shareholders

Listed Company Name: Jiaheng Home Care Co., Ltd.

Listed Company Address: Jiangnan Torch Industrial Zone, Licheng District, Quanzhou City

Listing Venue: Shenzhen Stock Exchange

Stock Abbreviation: Jiaheng Home Care

Stock Code: 300955

Date of Signing of the Board Report: July [blank], 2026

Relevant Parties and Contact Information

Contact Person: Xu Yong, Fu Binghong

Contact Number: 0595-22463333

Acquirer Name: Hangzhou Pinbianyi Network Technology Co., Ltd.

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

Independent Financial Advisor Name: Guolian Minsheng Securities Underwriting and Sponsorship Co., Ltd.

Independent Financial Advisor Address: Rooms 1004B, 1005A, Tower T1, Kerry Construction Plaza, No. 1 Center 4th Road, Fu'an Community, Futian Street, Futian District, Shenzhen

Contact Person: Fan Changjiang, Yu Zhonghua

Contact Number: 0755-33386568

Date of Signing of the Board Report: July 9, 2026

Board Statement

  1. All directors of the Company confirm that this report does not contain any false records, misleading statements, or major omissions, and are individually and jointly responsible for the authenticity, accuracy, and completeness of its contents.

  2. All directors of the Company have fulfilled their fiduciary duties, and the recommendations made to shareholders are based on the overall interests of the Company and all shareholders, made objectively and prudently.

  3. The Company's affiliated directors, Zeng Huanbin and Zeng Yaping, have recused themselves from the deliberation and voting on this report. Other directors of the Company have no conflicts of interest related to this acquisition.

Table of Contents

  1. Relevant Parties and Contact Information

  2. Board Statement

  3. Table of Contents

  4. Definitions

  5. Section I: Preface

  6. Section II: Basic Information of the Company

  • I. Company Overview

  • II. Company Share Capital

  • III. Use of Proceeds from Previous Fundraising

  1. Section III: Conflicts of Interest
  • I. Affiliated Relationships between the Company and its Directors, Senior Management, and the Acquirer

  • II. Holdings of Acquirer Shares by Company Directors and Senior Management, and Transactions in the Last Six Months

  • III. Positions Held by Company Directors, Senior Management, and their Immediate Family Members in the Acquirer and its Affiliates

  • IV. Conflicts of Interest between the Company, its Directors, Senior Management, and this Tender Offer

  • V. Holdings of Company Shares by Directors, Senior Management, and their Immediate Family Members as of the Announcement Date of the Tender Offer Summary, and Transactions in the Six Months Prior

  • VI. Board's Explanation on Other Matters

  1. Section IV: Board Recommendations or Statements
  • I. Board's Investigation into this Tender Offer

  • II. Board Recommendations

  • III. Independent Financial Advisor Recommendations

  1. Section V: Major Contracts and Transactions

  2. Section VI: Other Major Matters

  • I. Other Information to be Disclosed

  • II. Board Statement

  • III. Independent Director Statement

  1. Section VII: Documents Available for Inspection

Definitions

Unless the context otherwise requires, the following abbreviations have the following specific meanings in this report:

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