Dezhan Health (000813): The Controlling Shareholder Signs The Supplementary Agreement III To The Framework Agreement On Share Transfer

Announcement of Dezhan dahealth Co., Ltd. on the signing of Supplementary Agreement III to the framework agreement on share transfer by controlling shareholders

The company and all members of the board of directors guarantee that the contents of information disclosure are true, accurate and complete, and there are no false records, misleading statements or major omissions.

1. General situation of signing the supplementary framework agreement on share transfer

On November 17, 2020, Merrill Lynch Holding Group Co., Ltd. (hereinafter referred to as "Dexter health" and "the company") and its acting partners, Beijing Kaishi fule Asset Management Co., Ltd. - Kaishi fule No.9 private equity investment fund (hereinafter referred to as "keshile No.9") and Xinjiang Kaidi Investment Co., Ltd. (hereinafter referred to as "Kaidi investment") has signed the "framework agreement on share transfer". Merrill Lynch holdings and Kaishi fule No. 9 plan to transfer 9.44% and 3.05% shares of the company respectively to Kaidi investment. Meanwhile, Merrill Lynch intends to entrust its 3.05% voting rights of the company to Kaidi investment. (for details, please refer to the Notice No. 2020-055 on the signing of the framework agreement on share transfer by the controlling shareholder and the proposed change of the controlling right disclosed by the company on November 18, 2020.

On December 28, 2020, all parties agreed to sign the supplementary agreement to the framework agreement on share transfer, extending the validity period of the original framework agreement to January 31, 2021. At the same time, Merrill Lynch will no longer entrust its voting rights corresponding to 68405836 shares of the listed company (accounting for 3.05% of the total share capital of the listed company) to Kaidi investment. (for details, please refer to Announcement No. 2020-057 on the signing of the supplementary agreement to the framework agreement on share transfer by controlling shareholders disclosed by the company on December 29, 2020.

On January 29, 2021, all parties agreed to sign the supplementary agreement II to the framework agreement on share transfer, extending the validity period of the original framework agreement to March 31, 2021. At the same time, they agreed to adjust the target shares to be transferred as agreed in the framework agreement on share transfer according to the actual number of increased holdings planned in the notification letter on share increase plan of Kaidi investment Total number of copies. (see January 30, 2021 for details.)

Announcement on the signing of the supplementary agreement II to the framework agreement on share transfer by controlling shareholders (Announcement No. 2021-002) disclosed by the company on http://www.cninfo.com.cn.

Up to now, there has been no situation that the conditions for signing the formal share transfer agreement as stipulated in Article 3 of the framework agreement on share transfer have not been fulfilled, and no substantial obstacles affecting the smooth progress of this transaction have been found. All parties are promoting this transaction in an orderly manner and continuously optimizing the trading scheme.

In accordance with the principles of equality, voluntariness, good faith, and in accordance with the civil code of the people's Republic of China, the company law of the people's Republic of China, the securities law of the people's Republic of China, the administrative measures for the acquisition of listed companies and the supervision and Administration of state-owned assets and other relevant laws, regulations and provisions, all parties have reached the framework agreement on share transfer for this transaction through friendly negotiation The third supplementary agreement shall be observed jointly.

2. Main contents of the Supplementary Agreement III to the framework agreement on share transfer

The main contents of the Supplementary Agreement III to the framework agreement on share transfer are as follows:

Party A 1: Merrill Lynch Holding Group Co., Ltd. Party A 2: Beijing Kaishi fule Asset Management Co., Ltd. - No. 9 private equity investment fund

Party B: Xinjiang Kaidi Investment Co., Ltd

1. All parties agree to amend the term of the framework agreement agreed in article 7.2 of the framework agreement on share transfer as follows:

"7.2 the term of this framework agreement is:

"7.2.1 from the effective date to the date when the formal share transfer agreement is signed by all parties;

"7.2.2 from the entry into force to Article 3 of this framework agreement, it shall terminate when the conditions for signing the formal share transfer agreement cannot be fulfilled.

"7.2.3 this framework agreement is terminated in accordance with the contract or legally terminated.

"7.2.4 this framework agreement shall terminate on May 20, 2021, unless the parties agree on whether to agree to an extension."

2. All parties agree to adjust articles 1.2 and 1.3 of the framework agreement on share transfer as follows:

"1.2 in case of the transfer of the target shares mentioned above, Party A 1 shall make performance commitment to Party B with respect to the audited business performance of Dezhan health in 2021-2023, and the specific matters shall be subject to the relevant provisions in the share transfer agreement signed by all parties at that time.

"1.3 if the target shares 1 and 2 to be transferred are completed in the future, Party A 1 shall guarantee the shares of Dezhan health held by the listed company during the performance commitment period (i.e. 2021-2023)

The number of shares shall not be less than 112074090 shares (accounting for 5% of the total share capital of the listed company)

3. All parties will continue to optimize the trading scheme, including but not limited to: (1) determining the amount of performance commitment and other specific matters; (2) adjusting the total amount of the target shares to be transferred as stipulated in the framework agreement on share transfer in combination with the number of shares of listed companies increased by Party B in the secondary market through centralized bidding or block trading in the transaction negotiation stage; (3) the Matters related to the transaction.

3、 Documents for reference

1. Supplementary Agreement III to the framework agreement on share transfer

It is hereby announced.

Board of directors of Dezhan dahealth Co., Ltd

31 March 2021