美年健康: 第八届监事会第三十一（临时）会议决议公告

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].