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].

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].

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]

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]

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].

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]

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]

Core Viewpoint - The company plans to acquire significant equity stakes in multiple health management and inspection centers through a share issuance transaction [1][2]. Group 1: Transaction Details - The company intends to purchase 84.00% of Hengyang Meinian Health Examination Center Co., Ltd., 81.00% of Ningde Meinian Health Management Co., Ltd., 75.00% of Yantai Meinian Health Management Co., Ltd., and other varying stakes in several subsidiaries [1]. - The transaction includes acquiring minority stakes in several companies, such as 47.37% in Zhengzhou Meijian Health Management Co., Ltd. and 42.46% in Anhui Meixin Health Management Consulting Co., Ltd. [1]. Group 2: Advisory and Legal Support - The company has engaged several third-party institutions for this transaction, including: - Yuekai Securities Co., Ltd. as the independent financial advisor - Beijing Junzejun Law Offices as the legal advisor - Zhongshun Zhonghuan Accounting Firm as the auditing agency - Jinzhen (Shanghai) Asset Appraisal Co., Ltd. as the evaluation agency [2]. - The company confirms that there are no other direct or indirect third-party institutions or individuals hired for compensation in this transaction [2].

美年大健康产业控股股份有限公司 董事会关于本次交易信息公布前 20 个交易日 公司股票价格波动情况的说明 美年大健康产业控股股份有限公司（以下简称"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、沂水美年大健康体检管理有限公司 健健康管理有限公司 47.37%少数股权、广州花都区美年大健康管理有限公司 大健康管理有限公司 49.00%少数股权、吉林市昌邑区美年大健康科技管理有限 公司 48.05%少数股权（以下简称"本次交易"）。 综上，在剔除大盘因素和同行业板块因素影响后，公司股价在本次重大事项 披露前 20 个交易日内累计涨跌幅未超过 20%，不存在异常波动的情况。 特此说 ...

美年大健康产业控股股份有限公司 董 事 会 二〇二五年七月十一日 根据《上市规则》，上市公司董事会审议本次交易相关议案时，关联董事已 回避表决；上市公司后续在召开董事会、股东大会审议相关议案时，关联董事、 关联股东将回避表决。 特此说明。 美年大健康产业控股股份有限公司 董事会关于本次交易构成关联交易的说明 美年大健康产业控股股份有限公司（以下简称"上市公司"）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、沂水美年大健康体检管理有限公司 健健康管理有限公司 47.37%少数股权、广州花都区美年大健康管理有限公司 大健康管理有限公司 49.00%少数股权、吉林市昌邑区美年大健康科技管理 ...