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美年大健康产业控股股份有限公司第九届董事会第十二次(临时)会议决议公告

Group 1 - The company held its 12th (temporary) meeting of the 9th Board of Directors on September 19, 2025, with all 9 directors present, complying with relevant laws and regulations [2] - The Board approved a supplementary agreement to the profit forecast compensation agreement with Yanji (Shanghai) Enterprise Management Co., Ltd., aimed at protecting the interests of the company and minority shareholders [3][4] - The voting results for the proposal were 6 in favor, 0 against, and 0 abstentions, with related directors abstaining from the vote [4] Group 2 - The 33rd (temporary) meeting of the 8th Supervisory Board was also held on September 19, 2025, with all 3 supervisors present, meeting legal requirements [8] - The Supervisory Board approved the same supplementary agreement regarding the profit forecast compensation, confirming it aligns with the actual situation of both the company and Yanji [9] - The voting results for the Supervisory Board's proposal were unanimous, with 3 votes in favor, 0 against, and 0 abstentions [9] Group 3 - The company plans to acquire various health management companies through a share issuance, including significant stakes in multiple subsidiaries, such as 84% in Hengyang Meinian Health Checkup Center Co., Ltd. and 90% in Feicheng Meinian Health Management Co., Ltd. [13][17] - The company received an inquiry letter from the Shenzhen Stock Exchange regarding the share issuance for asset acquisition on August 22, 2025, and is required to respond to the inquiries before proceeding [14][18] - The revised draft of the asset acquisition report has been updated compared to the previous version disclosed on August 12, 2025, with minor adjustments that do not affect the transaction plan [19]