Meinian Onehealth(002044)
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中证全指医疗保健设备与服务指数上涨0.39%,前十大权重包含迈瑞医疗等
Sou Hu Cai Jing· 2025-07-11 15:40
Core Viewpoint - The China Securities Index for Healthcare Equipment and Services has shown a slight increase of 0.39% recently, reflecting the overall performance of listed companies in the healthcare sector [1] Group 1: Index Performance - The China Securities Index for Healthcare Equipment and Services is currently at 13,682.83 points with a trading volume of 18.089 billion [1] - Over the past month, the index has decreased by 0.83%, while it has increased by 2.95% over the last three months, and has seen a year-to-date decline of 0.43% [1] Group 2: Index Composition - The index is composed of listed companies that correspond to the healthcare theme, with a base date of December 31, 2004, set at 1,000.0 points [1] - The top ten weighted companies in the index include: Mindray Medical (9.44%), United Imaging (8.04%), Aier Eye Hospital (7.55%), Aimeike (3.41%), Huatai Medical (3.23%), New Industry (2.81%), Yuyue Medical (2.7%), Lepu Medical (2.54%), Meinian Onehealth (2.05%), and Shandong Pharmaceutical Glass (1.91%) [1] Group 3: Market Distribution - The index's holdings are primarily listed on the Shenzhen Stock Exchange (60.09%) and the Shanghai Stock Exchange (39.91%) [1] - The healthcare sector accounts for 100% of the index's holdings [1] Group 4: Index Adjustment and Fund Tracking - The index samples are adjusted biannually, with changes implemented on the next trading day following the second Friday of June and December [2] - Public funds tracking the healthcare index include various Southern and Tianhong funds, as well as ETFs from multiple financial institutions [2]
美年健康: 关于实施2024年年度分红派息后发行股份购买资产暨关联交易所涉发行股份购买资产的股份发行价格调整的公告
Zheng Quan Zhi Xing· 2025-07-11 13:14
Core Viewpoint - The company announces an adjustment in the share issuance price for asset acquisition due to the implementation of the 2024 annual dividend distribution, changing from 4.74 CNY/share to 4.73 CNY/share [1][3]. Group 1: Asset Acquisition Overview - The company plans to acquire 84% of Hengyang Meinian Health Checkup Center Co., Ltd., 81% of Ningde Meinian Health Management Co., Ltd., 75% of Yantai Meinian Health Checkup Management Co., Ltd., and several other health management companies through share issuance [1]. - The total shares to be issued for the acquisition will be priced based on the average trading price of the company's stock over the previous 120 trading days, ensuring it is not less than 80% of that average [2]. Group 2: Dividend Distribution Plan - The company will distribute a cash dividend of 0.135 CNY per 10 shares, amounting to approximately 52.84 million CNY (including tax), based on a total share capital of 3,914,253,923 shares [2][3]. - The record date for the dividend distribution is set for July 3, 2025, with the ex-dividend date on July 4, 2025 [3]. Group 3: Share Issuance Price Adjustment - Following the dividend distribution, the share issuance price for the asset acquisition will be adjusted to 4.73 CNY/share, calculated by subtracting the cash dividend of 0.0135 CNY/share from the previous price of 4.74 CNY/share [3]. - The transaction is subject to multiple approval processes, including shareholder meeting approval and regulatory review [4].
美年健康: 第八届监事会第三十一(临时)会议决议公告
Zheng Quan Zhi Xing· 2025-07-11 13:14
Meeting Overview - The 31st temporary meeting of the 8th Supervisory Board of Meinian Health Industry Holdings Co., Ltd. was held on July 11, 2025, via electronic means, with all three supervisors present [1][2]. Proposal for Asset Acquisition - The company plans to acquire equity stakes in 11 companies, including Hengyang Meinian Health Examination Center Co., Ltd., and minority stakes in 5 subsidiaries, including Zhengzhou Meijian Health Management Co., Ltd., through a share issuance [1][2][3]. Approval of Proposals - The Supervisory Board approved the proposal regarding the company's compliance with conditions for issuing shares to purchase assets, with a unanimous vote of 3 in favor [2][3]. - The proposal for the share issuance to purchase assets and related transactions was also approved, with a unanimous vote of 3 in favor [2][3]. Transaction Details - The transaction involves 37 counterparties, including individuals and companies, with specific equity stakes and transaction prices outlined for each [3][4]. - The transaction prices for key stakes include: - 84% of Hengyang Meinian for 33.6 million yuan - 81% of Ningde Meinian for 30.78 million yuan - 75% of Yantai Meinian for 35.8125 million yuan - 49% of Yantai Meinian Fudian for 12.25 million yuan - 90% of Feicheng Meinian for 22.5 million yuan [3][4]. Share Issuance Pricing - The share issuance price is set at 4.74 yuan per share, which is not less than 80% of the average trading price over the previous 120 trading days [5][6]. - The issuance price may be adjusted based on market conditions during the period from the pricing base date to the issuance date [6][7]. Lock-up Period and Profit Distribution - A lock-up period of 36 months is established for shares acquired by the counterparty, with conditions for extension based on stock performance [9][10]. - The profits generated during the transition period will belong to the company, while losses will be compensated by the counterparties based on their ownership percentages [10][11]. Compliance and Regulatory Approvals - The proposals will be submitted to the shareholders' meeting for approval, requiring a two-thirds majority of the voting rights present [2][11]. - The company has confirmed compliance with relevant laws and regulations regarding the asset acquisition and share issuance [12][13]. Future Shareholder Returns - The company has developed a three-year shareholder return plan for 2025-2027 to enhance shareholder value and ensure reasonable returns [26].
美年健康: 关于召开2025年第一次临时股东大会的通知
Zheng Quan Zhi Xing· 2025-07-11 13:14
Meeting Announcement - The company will hold its first extraordinary general meeting of shareholders in 2025 on July 28, 2025, at 14:50 in Shanghai [1][2] - The meeting will combine on-site voting and online voting, with online voting available from 9:15 to 15:00 on the same day [1][2] Voting Procedures - Shareholders can choose either on-site voting or online voting, and duplicate votes will be counted based on the first submission [2] - Shareholders must register to attend the meeting, with specific requirements for both corporate and individual shareholders [6][7] Agenda Items - The meeting will review several proposals, including the issuance of shares for asset acquisition and related transactions [4][12] - Proposals require a two-thirds majority of valid votes from attending shareholders, with related shareholders required to abstain from voting on certain items [6][12] Compliance and Reporting - The proposals have been approved by the company's board and supervisory committee, and details were published in various financial news outlets [5][12] - The company will ensure compliance with relevant regulations regarding asset restructuring and share issuance [5][13]
美年健康: 美年大健康产业控股股份有限公司未来三年(2025-2027年)股东回报规划
Zheng Quan Zhi Xing· 2025-07-11 13:13
Core Viewpoint - The company has established a three-year shareholder return plan for 2025-2027 to ensure a scientific, sustainable, and stable dividend mechanism, aiming to protect investors' reasonable returns [1][2]. Group 1: Considerations for the Plan - The plan is based on long-term sustainable development, considering factors such as profitability, investment needs, cash flow, shareholder returns, social capital costs, and external financing environment [1]. - The plan emphasizes the importance of listening to shareholders, especially minority shareholders, and ensuring their legal rights while balancing the company's long-term interests [1][2]. Group 2: Specific Content of the Plan - The company may distribute dividends in cash, stock, or a combination of both, prioritizing cash dividends when conditions are met [2]. - Cash dividend conditions include having positive profits and not exceeding certain thresholds for major investments or cash expenditures [2][3]. - Stock dividends can be proposed when the company's operational status is good, and the board believes it benefits all shareholders, provided cash dividend conditions are met [2]. Group 3: Dividend Distribution Principles - The company aims to distribute at least 20% of the distributable profits as cash dividends annually, with adjustments for previous losses [3][5]. - The board will consider industry characteristics, development stages, and significant capital expenditure plans when proposing differentiated cash dividend policies [3][4]. Group 4: Decision-Making Mechanism - The board will review the shareholder return plan every three years and adjust the dividend distribution policy as necessary, based on current profitability, cash flow, and funding needs [5][6]. - The plan requires thorough discussion and approval from the board, supervisory board, and shareholders, ensuring transparency and communication with minority shareholders [5][6]. Group 5: Implementation of the Plan - The company is committed to executing the shareholder return plan effectively, with oversight from the supervisory board to ensure compliance and address any deviations from the proposed dividend policies [6][7].
美年健康: 关于披露重组报告书暨一般风险提示性公告
Zheng Quan Zhi Xing· 2025-07-11 13:13
Group 1 - The company plans to acquire a total of 84% equity in Hengyang Meinian Health Checkup Center Co., Ltd., 81% in Ningde Meinian Health Management Co., Ltd., 75% in Yantai Meinian Health Checkup Management Co., Ltd., and several other health management companies through a share issuance [1][2] - The acquisition involves multiple companies, including a 49% stake in Yantai Meinian Futen Health Checkup Management Co., Ltd., 52.81% in Wuhan Meici Aoya Technology Management Co., Ltd., and 90% in Feicheng Meinian Health Management Co., Ltd. [1] - The transaction is subject to various approval processes, including the approval of the company's shareholders' meeting, review by the Shenzhen Stock Exchange, and registration consent from the China Securities Regulatory Commission [2]
美年健康: 公司董事会关于本次交易履行法定程序的完备性、合规性及提交法律文件的有效性的说明
Zheng Quan Zhi Xing· 2025-07-11 13:13
Group 1 - The company plans to acquire significant equity stakes in various health management and inspection centers, including 84% in Hengyang Meinian Health Checkup Center and 90% in Feicheng Meinian Health Management [1] - The acquisition involves multiple entities, with ownership percentages ranging from 47.37% to 90% across different subsidiaries [1] - The board of directors has confirmed the completeness and compliance of the legal procedures related to this transaction [2][3] Group 2 - The company has ensured that sensitive information regarding the transaction is limited to a specific group of individuals, and has documented this through an insider information registration form [2] - All related proposals have been reviewed and approved by independent directors, ensuring that related directors abstained from voting [2][3] - The company guarantees the authenticity, accuracy, and completeness of the information provided regarding the transaction, accepting legal responsibility for any misrepresentation [3]
美年健康: 公司董事会关于本次交易摊薄即期回报情况及填补措施的说明
Zheng Quan Zhi Xing· 2025-07-11 13:13
Core Viewpoint - The company plans to acquire significant stakes in multiple health management subsidiaries through a share issuance, which is expected to enhance its asset scale and profitability without diluting immediate returns per share [1][3]. Group 1: Transaction Details - The company intends to purchase 84% of Hengyang Meinian Health Checkup Center, 81% of Ningde Meinian Health Management, and several other stakes in various health management companies, totaling multiple acquisitions [1]. - The transaction is structured to ensure that the company's earnings per share (EPS) will not be diluted post-transaction, with projected increases in net profit attributable to the parent company [2][3]. Group 2: Measures to Mitigate Dilution Risks - The company plans to accelerate the integration of the acquired companies to enhance profitability and operational efficiency [3]. - A commitment to improve corporate governance and operational efficiency has been established, ensuring a robust management structure and clear responsibilities among various governance bodies [4]. - The company will refine its profit distribution policy to ensure fair returns to all shareholders while maintaining sustainable growth [6]. Group 3: Commitments from Stakeholders - The actual controller and senior management have issued commitments to uphold measures that protect immediate returns, ensuring no undue interference in company operations [6]. - Specific commitments include linking compensation plans to the execution of measures aimed at mitigating dilution of immediate returns [6].
美年健康: 公司董事会关于本次交易符合《上市公司重大资产重组管理办法》第十一条、第四十三条和第四十四条规定的说明
Zheng Quan Zhi Xing· 2025-07-11 13:13
Core Viewpoint - The company intends to acquire significant equity stakes in various health management and inspection centers through a share issuance, which complies with the relevant regulations of the Major Asset Restructuring Management Measures for Listed Companies [1][2][3] Group 1: Transaction Details - The company plans to purchase 84% of Hengyang Meinian Health Examination Center Co., Ltd., 81% of Ningde Meinian Health Management Co., Ltd., 75% of Yantai Meinian Health Management Co., Ltd., and several other stakes in various health management companies [1] - The transaction includes minority stakes in several subsidiaries, such as 47.37% in Zhengzhou Meijian Health Management Co., Ltd. and 49% in Guangzhou Huadu District Meinian Health Management Co., Ltd. [1] Group 2: Compliance with Regulations - The board has conducted a thorough analysis confirming that the transaction meets the conditions outlined in Article 11, Article 43, and Article 44 of the Major Asset Restructuring Management Measures [2] - The transaction does not involve any arrangements for phased issuance of shares for asset purchase, ensuring compliance with regulatory requirements [2][3] - The board believes that the transaction will not lead to significant adverse effects on competition or independence, and it can be completed within the agreed timeframe [2][3]
美年健康: 公司董事会关于公司不存在《上市公司证券发行注册管理办法》第十一条规定的不得向特定对象发行股票的情形的说明
Zheng Quan Zhi Xing· 2025-07-11 13:13
Core Points - The company intends to acquire significant equity stakes in multiple health management and inspection centers through a share issuance [1][2] - The board believes that the company does not fall under any prohibitive conditions outlined in the newly implemented "Regulations on the Registration Management of Securities Issuance by Listed Companies" [2] Group 1 - The company plans to purchase 84% of Hunan Meinian Health Examination Center, 81% of Ningde Meinian Health Management, 75% of Yantai Meinian Health Management, and several other stakes in various health management companies [1] - The board has conducted a thorough analysis and concluded that there are no disqualifying conditions for the share issuance, such as negative audit opinions or administrative penalties [2] - The board's assessment confirms compliance with the relevant regulations, ensuring the legitimacy of the upcoming transaction [2]