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美中嘉和(02453.HK)与独立第三方成立三家合伙企业 以寻求长期发展战略机遇

Yoshikazu America and China (02453.HK) set up three partnerships with independent third parties to seek long-term strategic development opportunities

Gelonghui Finance ·  Apr 26 10:32

Gelonghui announced on April 26, 丨 US and China Jiahe (02453.HK) announced that in order to promote the company's strategic development and business operation needs, the company and an independent third party set up three partnerships, and minority shares in three subsidiaries (namely Shanghai Hospital, Shanghai Clinic, and Ningbo Jiahe) acquired by the independent third party as the general partner managing partnership to seek strategic opportunities in line with the company's long-term development. The relevant details are set out below:

On April 7, 2024, April 22, 2024, and April 7, 2024, the company and Lingfu Private Equity (independent third party) established partnership companies Jiaxue Health, Shanghai Xinjiatai and Xinfu respectively. Jiaxue Health is a limited partnership, Lingfu Private Equity is the general partner, and the company is a limited partner. The total investment of all partners in Jiaxue Health was RMB 500 million, of which Lingfu Private Equity and the Company invested RMB 10,000 and RMB 500 million respectively. Shanghai Xinjiatai is a limited partnership, Lingbou Private Equity is the general partner, and the company is the limited partner. The total investment of all partners in Shanghai Xinjiatai was RMB 100 million, of which Lingfu Private Equity and the Company invested RMB 10,000 and RMB 100 million respectively. Xinfu Enterprise is a limited partnership, Lingfu Private Equity is the general partner, and the company is the limited partner. The total investment of all partners in Sinfu Enterprise was RMB 3.1 million, of which Lingfu Private Equity and the Company invested RMB 10,000 and RMB 30 million respectively.

On April 26, 2024, Jiaxue Health signed a capital increase agreement with Shanghai Hospital. According to this (among others), Shanghai Hospital agreed to distribute and distribute, and Jiaxue Health agreed to subscribe for Shanghai Hospital's additional registered capital of RMB 429 million in cash consideration. Since Shanghai Hospital allocates and issues shares to Jiaxue Health, the Group's interest in Shanghai Hospital will be diluted from 99.50% to 69.63% after the allotment and issuance of shares is completed. According to section 14.29 of the Listing Rules, the dilution is deemed to be a sale of the company's interests in a subsidiary company.

On April 26, 2024, Shanghai Xinjiatai and the Shanghai Outpatient Department signed an agreement to increase the capital of the Shanghai Outpatient Department. According to this (among others), the Shanghai Outpatient Department agreed to distribute and Shanghai Xinjiatai agreed to subscribe the Shanghai Outpatient Department for an additional registered capital of RMB 25.3 million in cash consideration. Since the Shanghai Outpatient Department allocates and issues shares to Shanghai Hisense Jiatai, the Group's interest in the Shanghai Outpatient Department will be diluted from 86.44% to 67.22% after the allotment and issuance of shares are completed. According to section 14.29 of the Listing Rules, the dilution is deemed to be a sale of the company's interests in a subsidiary company.

On April 26, 2024, Xinfu Enterprise and Ningbo Jiahe signed a capital increase agreement with Ningbo Jiahe. According to this (among others), Ningbo Jiahe agreed to distribute and distribute, and Xinfu Enterprise agreed to subscribe Ningbo Jiahe with an additional registered capital of RMB 21.5 million in cash consideration. Since Ningbo Jiahe allocates and issues shares to Xinfu Company, the Group's equity interest in Ningbo Jiahe will be diluted from 100% to 69.93% after the allotment and issuance of shares is completed. According to section 14.29 of the Listing Rules, the dilution is deemed to be a sale of the company's interests in a subsidiary company.

The company establishes partnerships and carries out deemed sales, employs professional fund managers to manage minority shares in its three subsidiaries, and seeks strategic opportunities that meet the company's long-term strategic development and business operation needs. For the three subsidiaries whose registered capital was injected by an independent third party, the company remains its ultimate controlling shareholder.

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