本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 美年大健康产业控股股份有限公司（以下简称"公司"、"上市公司"）第九届董 事会第十次（临时）会议于 2025 年 7 月 4 日以电子发送等形式发出会议通知，会 议于 2025 年 7 月 11 日上午 10:30 以通讯方式召开。应出席本次会议的董事为 9 名，实际出席会议的董事为 9 名。会议由公司董事长俞熔先生主持，公司监事及 高级管理人员列席了会议。本次会议的出席人数、召开表决程序、议事内容均符合 《中华人民共和国公司法》《公司章程》等有关规定。 证券代码：002044 证券简称：美年健康 公告编号：2025-041 美年大健康产业控股股份有限公司 第九届董事会第十次（临时）会议决议公告 二、董事会会议审议情况 （一）审议并通过《关于修订<公司章程>的议案》 公司董事会同意修订《公司章程》，并提请股东大会授权公司管理层负责办理 工商变更登记、备案手续等相关事项。 表决结果：赞成 9 票，反对 0 票，弃权 0 票。 具体内容详见公司指定信息披露媒体巨潮资讯网（www.cninfo. ...

证券代码：002044 证券简称：美年健康 公告编号：2025-040 美年大健康产业控股股份有限公司 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 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 重要内容提示： 因实施 2024 年年度分红派息，美年大健康产业控股股份有限公司（以下简 称"公司"）发行股份购买资产暨关联交易事项的股份发行价格将由 4.74 元/股调 整为 4.73 元/股。 一、发行股份购买资产项目概述 公司拟通过发行股份的方式购买交易对方持有的衡阳美年健康体检中心有 限公司 84.00%股权、宁德美年大健康管理有限公司 81.00%股权、烟台美年大健 康体检管理有限公司 75.00%股权、烟台美年福田健康体检管理有限公司 49.00% 股权、武汉美慈奥亚科技管理有限公司 52.81%股权、三明美年大健康管理有限 公司 85.00%股权、肥城美年健康管理有限公司 90.00%股权、德州美年大健康体 检管理有限公司 84.00%股权、连江美年大健康管理有限公司 82.00%股权、沂 ...

Core Viewpoint - The strategic placement of shares in the initial public offering (IPO) of Jiyuan Group Co., Ltd. has been approved, with a total of 5,001,000 shares to be publicly issued, representing 12.50% of the total post-issue share capital [1][3]. Group 1: Strategic Placement Overview - The initial strategic placement amount is set at 1,000,200 shares, accounting for 20.00% of the total issuance [3][5]. - The strategic placement will involve four investors, with the participation of senior management and core employees through a special asset management plan [5][9]. - The total share capital of the company post-issue will be 40,001,000 shares [3]. Group 2: Investor Participation - The strategic placement is limited to investors who meet specific criteria outlined in the Implementation Rules, ensuring compliance with legal requirements [2][16]. - The senior management and core employees' asset management plan will not exceed 500,100 shares, which is 10% of the total issuance [5][9]. - Other participating investors are allowed to commit up to 60,000,000 yuan [3][5]. Group 3: Compliance and Verification - The underwriter has verified that all participating investors have provided valid documentation and guarantees regarding their qualifications [2][15]. - The strategic placement agreement stipulates that investors will not participate in the preliminary inquiry and will commit to the final issuance price [8][16]. - The lock-up period for shares acquired through the strategic placement is set at 12 months from the date of the IPO [16][28]. Group 4: Investor Profiles - Ningbo Tongshang Hui Gong Industrial Investment Fund, a large enterprise with strategic ties to the issuer, is among the investors [4][23]. - Meinian Health Industry Holding Co., Ltd., a leading health examination company, is also participating, leveraging its extensive data for collaboration [24][28]. - Hangzhou Minsheng Health Pharmaceutical Co., Ltd. is included as well, focusing on health-related products and services [29][30].

Group 1 - The Second China Health Promotion Conference will be held in Shanghai on June 14-15, 2025, organized by the China Health Promotion and Education Association [1] - A strategic cooperation agreement was renewed between Meinian Health Group and Peking University Health Science Center, aiming to establish a long-term partnership based on mutual benefits and resource sharing [1][2] - The cooperation will focus on building the Peking University Meinian Public Health Research Institute and enhancing data collaboration and research outcomes [2][3] Group 2 - The partnership will involve three major areas: co-establishing the Meinian Public Health Research Institute, collaborating on public health and preventive medicine, and conducting personnel exchange and training [2] - The Meinian Public Health Research Institute was established in 2018, focusing on data governance and analysis to support public health initiatives [3] - The institute has developed a multimodal database and published annual health examination big data blue books, contributing significantly to public health and disease prevention in China [3]

Core Viewpoint - The performance of the CSI All Index for Medical Care Equipment and Services has shown mixed results, with a slight increase on the day but a decline over the past month, three months, and year-to-date [1]. Group 1: Index Performance - The CSI All Index for Medical Care Equipment and Services rose by 0.21% to 13,548.3 points, with a trading volume of 19.92 billion [1]. - Over the past month, the index has decreased by 1.41%, by 2.78% over the past three months, and by 1.24% year-to-date [1]. Group 2: Index Composition - The index is composed of listed companies in the medical care sector, reflecting the overall performance of these securities [1]. - The index was established on December 31, 2004, with a base point of 1,000.0 [1]. Group 3: Top Holdings - The top ten holdings in the index are as follows: Mindray Medical (9.65%), United Imaging (8.18%), Aier Eye Hospital (7.43%), Aimeike (3.42%), Huatai Medical (3.23%), Yuyue Medical (2.81%), New Industry (2.79%), Lepu Medical (2.69%), Meinian Onehealth (2.06%), and Shandong Pharmaceutical Glass (1.9%) [1]. Group 4: Market Distribution - The index's holdings are primarily listed on the Shenzhen Stock Exchange (60.10%) and the Shanghai Stock Exchange (39.90%) [1]. - The entire sample of the index is focused on the pharmaceutical and healthcare sector, with a 100% allocation [1]. Group 5: 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 index include various Southern and Tianhong funds, as well as ETFs from multiple asset management companies [2].

Core Viewpoint - The health management industry in China has shown significant growth over the past two decades, with increasing market demand driven by the public's awareness and self-management of health. The market size is projected to reach 12,555.2 billion yuan in 2024 and approximately 13,225.5 billion yuan in 2025, indicating a robust growth trajectory [1][6][21]. Industry Definition and Necessity - Health management is defined as a comprehensive monitoring and evaluation of individual or group health, providing consultation and intervention to improve health levels. It originated in the late 1950s in the United States, focusing on controlling disease occurrence and reducing medical expenses [2][3][4]. Current Development Status - The health management industry in China has achieved remarkable results, with a projected market size of 12,555.2 billion yuan in 2024, and expected growth to 13,225.5 billion yuan in 2025. The demand for health management services continues to rise as public awareness increases [6][8]. Market Structure - In 2024, the health management market structure is expected to consist of 20.58% from health check-ups, 74.48% from health insurance premiums, and 4.94% from other services. By 2025, these figures are projected to shift to 21.38%, 73.18%, and 5.44%, respectively [8]. Industry Chain - The health management industry chain includes upstream suppliers of software, medical devices, and health monitoring tools, midstream health check-up institutions, and downstream health consulting services targeting individuals, corporate employees, and government agencies [10]. Development Environment and Policies - The concept of health management was introduced in China in the late 20th century, gaining traction with government initiatives like the "Healthy China 2020" strategy. Various policies have been implemented to support the development of the health management industry, emphasizing the importance of health services in economic transformation [12][14]. Competitive Landscape - The health management industry in China is characterized by intense competition, with major players including Meinian Health, Ruici Medical, and various tech companies like Xiaomi and Huawei. The market is diverse, catering to different demographic groups and health management needs [15][17]. Key Companies - Meinian Health focuses on health check-ups and integrates health consulting and intervention services, achieving a revenue of 10.702 billion yuan and a net profit of 282 million yuan in 2024 [17]. - Ruici Medical, a leading health check-up chain, reported a revenue of 2.924 billion yuan and a net profit of 297 million yuan in 2024, emphasizing customized health check-up services [19]. Development Recommendations - The health management industry should focus on building a comprehensive system that includes public hospitals, private chains, and online platforms to enhance service delivery. There is a need for specialized talent in health management, and public awareness campaigns should be intensified to promote health management practices [21][22][25].

Key Points - On June 27, 2025, Meinian Health (002044) closed at 5.24 yuan, up 2.54%, with a turnover rate of 4.16% and a trading volume of 1.6113 million shares, amounting to a transaction value of 843 million yuan [1] - The company announced a cash dividend plan for the year 2024, approved by the shareholders' meeting, distributing 0.135 yuan per 10 shares, totaling 52,842,427.96 yuan, with the record date on July 3, 2025, and the ex-dividend date on July 4, 2025 [1][4] - On June 27, 2025, the net inflow of main funds into Meinian Health was 56.27 million yuan, with retail investors showing a net outflow of 76.94 million yuan, while institutional investors had a net purchase of 35.15 million yuan [1][4] - The company and its subsidiaries have provided guarantees totaling up to 4.9 billion yuan, with an outstanding guarantee balance of 3.4277942 billion yuan as of June 26, 2025, representing 43.32% of the audited net assets attributable to the parent company for 2024 [2][4]

Group 1 - The core point of the announcement is the approval of the 2024 annual dividend distribution plan by the company's shareholders, which includes a cash dividend of 0.135 yuan per 10 shares, totaling approximately 52.84 million yuan [1][5][3] - The dividend distribution is based on the company's total share capital of 3,914,253,923 shares, and there will be no capital reserve conversion or bonus shares issued [1][5] - The dividend will be distributed to all shareholders registered by the close of trading on July 3, 2025, with the ex-dividend date set for July 4, 2025 [6][7] Group 2 - The company has confirmed that there will be no changes to the total share capital from the announcement of the dividend plan until its implementation [2] - The distribution method involves direct transfer of cash dividends to shareholders' accounts through their securities companies on the ex-dividend date [8] - The company will adjust the exercise price of its stock option incentive plan according to the distribution of dividends, following relevant legal and regulatory procedures [9] Group 3 - The company has provided guarantees for its subsidiaries, with a total financing guarantee limit of up to 4.9 billion yuan approved by the board and shareholders [13] - Recent agreements include a maximum guarantee of 10 million yuan for Guangzhou Meinian Health Medical Clinic Co., Ltd. with Huaxia Bank [14] - Additional guarantees have been signed with various banks for different subsidiaries, including amounts of 1 million yuan to 7 million yuan for several entities [15][16][67]

Summary of Key Points Core Viewpoint The company, Meinian Health Industry Holdings Co., Ltd., has approved a total guarantee limit of up to RMB 4.9 billion for financing in 2025, which includes various subsidiaries and specific contracts with banks for joint liability guarantees. Group 1: Guarantee Overview - The company and its subsidiaries have been authorized to provide a cumulative guarantee limit of up to RMB 4.9 billion for financing in 2025 [1] - A contract was signed with Huaxia Bank for a joint liability guarantee of RMB 10 million for Guangzhou Meinian Health Medical Outpatient Department [1] Group 2: Specific Contracts and Amounts - Contracts were signed with Ningbo Bank for guarantees of RMB 10 million each for two subsidiaries, and with Leshan Commercial Bank for RMB 7 million for Chengdu Jinniu Meinian [2] - Additional contracts with Guangfa Bank provided guarantees totaling RMB 1.62 million for three subsidiaries in Shanghai [2] Group 3: Internal Adjustments and Financial Health - The company can adjust the guarantee amounts among subsidiaries based on operational needs, with specific adjustments noted for subsidiaries with over 70% debt-to-asset ratios [4][5] - The financial health of the subsidiaries is generally stable, with no subsidiaries listed as dishonest executors [6][8][9][10][12][14][18][21][24][25][27][29] Group 4: Financial Metrics of Subsidiaries - Recent financial metrics for subsidiaries show total assets ranging from approximately RMB 39 million to over RMB 16 billion, with varying levels of liabilities and net assets [7][8][10][13][17][22][24][30] - The subsidiaries have reported revenues and profits, with some showing significant growth while others are operating at a loss [10][12][23][30] Group 5: Company Structure and Ownership - Meinian Health directly or indirectly holds 100% equity in several subsidiaries, including Wuhan Meinian, Dongguan Meizhao, and others, indicating a strong control over its operational entities [8][9][10][12][14][18][20][22][24][30] - The company is actively managing its subsidiaries to ensure compliance and financial stability, with a focus on health services and related sectors [1][2][3][4][5][6]

证券代码：002044 证券简称：美年健康 公告编号：2025-039 美年大健康产业控股股份有限公司 关于公司及下属子公司提供担保的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 一、担保情况概述 美年大健康产业控股股份有限公司（以下简称"公司"或"美年健康"）于 2024 年 12 月 13 日召开的第九届董事会第五次（临时）会议及 2024 年 12 月 30 日召开 的 2024 年第六次临时股东大会，审议通过了《关于公司及下属子公司申请融资额 度并提供担保的议案》，同意公司及部分下属子公司 2025 年度为公司及合并报表 范围内的子公司提供担保额度累计不超过人民币 49 亿元。具体内容详见公司于 2024 年 12 月 14 日在巨潮资讯网（www.cninfo.com.cn）披露的《关于公司及下属 子公司申请融资额度并提供担保的公告》（公告编号：2024-111）。 二、进展情况 近日，公司与华夏银行股份有限公司中山分行（以下简称"华夏银行"）签署了 《最高额保证合同》，为广州美年大健康医疗门诊部有限公司（以下简称"广州美 年"）提供最高 ...