Ping An Good Doctor (01833) received a full purchase offer from the controlling shareholder An Xin

According to the Zhitong Finance App, Dr. Ping An Good (01833) and the offender An Xin Co., Ltd. jointly announced that a total of 1,042,630,820 new shares will be allotted and issued as special dividends based on the stock exchange option under the share interchange plan. The official shares of these new shares are expected to be distributed on January 24, 2025, and trading of these new shares will begin at 9:00 a.m. (Hong Kong time) on January 27, 2025 (Hong Kong time).

Of these new shares, 698,970,587 new shares will be allotted and issued to the offeror. The total number of shares controlled by the offeror will increase from 441,000,000 shares (approximately 39.41% of the total number of shares issued as of the date of this Joint Announcement) to 1,139,970,587 shares (approximately 52.74% of the total number of issued shares distributed and expanded after the issuance of the new shares as a special dividend) are completed under the share-based dividend scheme. As a result, the company will become an indirect non-wholly-owned subsidiary of Ping An Group, and the Group's financial results will be incorporated into Ping An Group's consolidated financial statements.

Since the offeror chose to pay in shares under the share exchange plan (subject to its completion), the offeror must make a mandatory comprehensive offer for all offered shares in accordance with Rule 26 of the Takeovers Code and make an appropriate offer in accordance with Rule 13 of the Takeovers Code for all outstanding share options to cancel all outstanding share options (whether owned or not). Share offers will be made to independent shareholders, and share option offers will be made to share option holders.

UBS, as financial advisor to the offeror, will make a share offer for and on behalf of the offender in accordance with Rule 26.1 of the Takeovers Code and make share options in accordance with Rule 13.5 of the Takeovers Code: the offer price is HK$6.12 per share, with a closing price of HK$6.30 per share as quoted by the Stock Exchange on the date of this Joint Announcement, at a discount of approximately 2.86%.

After the offer is settled, the offeror hopes that the Group will continue its current main business. The Offeror has no intention of redeploying any of the Group's fixed assets (other than those carried out in the Group's daily and ordinary course of business) or terminating the Group's employees. The offeror has no intention of privatizing the company and believes that there is no reasonable possibility of privatizing the company.

According to reports, the offender is indirectly wholly owned by Ping An Group, and the offeror is the company's controlling shareholder.