| (b) | The residence/business address of each Reporting Person is as follows:
My Universe: Suite 603, 6/F, Laws Commercial Plaza, 788 Cheung Sha Wan Road, Kowloon, Hong Kong.
Jiechuang: FH3-106, Business Incubation Service Center, No.73 Xingyang Avenue, Jiangdong New District, Haikou City, Hainan Province, People's Republic of China.
SVC Fund Management: 1001 Nanshan Finance Building, No.11 Kefa Road, Nanshan Dist., Shenzhen, Guangdong Province, People's Republic of China
Red Earth: Room 11B1, Investment Building, 4009 Shennan Avenue, Futian Dist., Shenzhen, Guangdong Province, People's Republic of China
SCGC: Zone B, 11/F, Investment Building, 4009 Shennan Avenue, Futian Dist., Shenzhen, Guangdong Province, People's Republic of China
Lafang Investment: 1601B, Humon Land Building, Intersection of Qiaoxiang Road and Qiaocheng East Road, Futian District, Shenzhen, Guangdong Province, People's Republic of China
Suqian Beibao Culture Communication Co., Ltd.: Room 909-1, 9th Floor, Building A, Software Industry Park, Shuyang County, Suqian, Jiangsu Province, People's Republic of China
Suqian Baibao Technology Co., Ltd.: Room 907, Building A, Software Industry Park, Yingbin Avenue, Shuyang County, Suqian, Jiangsu Province, People's Republic of China
Wanda: 19/F, No.3 Lockhart Road, Wanchai, Hong Kong.
WU Guiqian and ZHENG Qingying: c/o Shenzhen Lafang Investment Management Co., Ltd., 1601B, Humon Land Building, Intersection of Qiaoxiang Road and Qiaocheng East Road, Futian District, Shenzhen, Guangdong Province, People's Republic of China
Laurena Wu: c/o Australia Wanda International Company Limited, 19/F, No.3 Lockhart Road, Wanchai, Hong Kong. |
| | On July 20, 2022, certain parties entered into the respective agreements as below:
(i) the Issuer, Dr. Zhou Pengwu, Ms. Ding Wenting (together with Dr. Zhou Pengwu, the "Founders") and Jiechuang entered into a Share Subscription Agreement (the "Jiechuang Agreement") whereby Jiechuang or its designated entity agrees to subscribe 36,402,570 newly issued ordinary shares of the Issuer for the equivalent US dollars of RMB170,000,000;
(ii) the Issuer, Seefar Global Holdings Limited ("Seefar"), Jubilee Set Investments Limited ("Jubilee"), Pengai Hospital Management Corporation ("PH Management", together with Seefar and Jubilee, the "Sellers"), the Founders and Wanda entered into a Share Purchase Agreement (the "Wanda Agreement") whereby Wanda agrees to purchase 21,321,962 shares of ordinary shares of the Issuer from the Sellers for the equivalent US dollars of RMB100,000,000;
(iii) the Issuer, Seefar, Jubilee, the Founders, Hawyu (HK) Limited ("Hawyu"), Wanda, Jiechuang and Peak Asia Investment Holdings V Limited ("ADV") entered into a Shareholders Agreement (the "Shareholders Agreement"). The Shareholders' Agreement governs, among other things, the appointment of the Issuer's board of directors (the "Directors") and senior management, the notice, quorum and Directors' voting arrangement of board meetings, certain lock-up commitments of the Founders and their affiliates and pre-emptive rights mechanism for the Issuer's ordinary shares. Pursuant to the Shareholders' Agreement, the board of directors of the Issuer shall consist of 11 directors, 4 of whom may be appointed by Jiechuang, 2 of whom may be appointed by Wanda, 1 of whom may be appointed by Hawyu, 2 of whom may be appointed by Seefar for so long as Dr. Zhou Pengwu, Ms. Ding Wenting, the Sellers and their affiliates collectively hold no less than 5% of the issued ordinary shares of the Issuer (if they collectively hold less than 5% but no less than 2% of the issued ordinary shares of the Issuer, 1 of whom may be appointed by Seefar), and 2 of whom may be appointed by ADV for so long as ADV and/or its affiliates hold no less than 10% of the issued ordinary shares of the Issuer. On the date of completion of closings of both the share transfer under the Wanda Agreement and the subscription of ordinary shares under the Jiechuang Agreement, the Issuer shall deliver two separate warrants to purchase ordinary shares of the Issuer to Seefar and Wanda, respectively;
(iv) the Issuer, the Founders, Wanda, Jiechuang, ADV and Beacon Technology Investment Holdings Limited ("Beacon") entered into a Cooperation Agreement (the "Cooperation Agreement"). Pursuant to the Cooperation Agreement,
ADV shall, with respect to each annual and extraordinary meeting of the Issuer, (a) be present at such meeting or otherwise cause all ordinary shares and American Depositary Shares beneficially owned by ADV (the "ADV Covered Shares") to be counted as present for the purpose of establishing a quorum, and respond to each request by the Issuer for written consent; (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all ADV Covered Shares (i) in favor of the proposed transactions contemplated in the Cooperation Agreement, the adoption of the transaction agreements pertaining to the proposed transactions contemplated in the Cooperation Agreements and any other matters necessary for consummation of the proposed transactions, and (ii) against (a) any proposal or transaction that competes with proposed transactions, and (b) any other action that would impede, interfere with, delay, postpone or adversely affect the proposed transactions;
ADV has not granted, and shall not grant at any time prior to the Closing (as defined therein), a proxy or power of attorney with respect to any ADV Covered Shares which is inconsistent with ADV's obligations pursuant to the Cooperation Agreement;
upon the Closing, ADV shall, subject to the requisite approvals being obtained and continuing in force, convert the outstanding Principal Amount (as defined in the Convertible Note issued to ADV on September 17, 2020 (the "Note")) and the Conversion Catch-up Amount (as defined in the Note), at a conversion price that is equal to the USD equivalent of RMB4.203 per ordinary share;
the Issuer shall execute and deliver to ADV the warrant for the purchase of shares of the Issuer to ADV on the date of the Cooperation Agreement (such warrant, the "Warrant"). The Warrant shall be effective on and from the Closing and shall be exercisable into ordinary shares of the Issuer in accordance with the terms thereof (such ordinary shares, the "Warrant Shares"). The warrant exercise price shall be equal to the USD equivalent of RMB4.67 per ordinary share and may be settled, subject to the terms and conditions of Warrant, by way of cashless settlement and/or set-off against the Exit Payment (as defined in the Exit Payments Agreement entered into by ADV, the Issuer and the Founders on September 15, 2020). The Warrant shall contain customary registration rights and the Warrant Shares shall be freely transferable on the exercise of the Warrant; and
each party may terminate the Cooperation Agreement upon the earlier of the following: (a) if the Closing does not occur by the Outside Date; and (b) any of the transaction agreements is terminated. "Outside Date" means (i) December 31, 2022; (ii) if all the conditions, other than the satisfaction of the PRC regulatory condition in respect of the proposed transaction (including approvals/registrations/filings required for outward foreign direct investment and antitrust approvals/filings), are satisfied or waived by December 31, 2022, March 31, 2023; or (iii) such other date as agreed between the parties to the Cooperation Agreement;
(v) the Sellers, Shengli Family Limited, the Founders (together with the Sellers and Shengli Family Limited, the "Seller Parties"), Wanda and Jiechuang entered into a Voting Support Agreement (the "Voting Support Agreement", together with the Jiechuang Agreement, the Wanda Agreement, the Shareholders Agreement and the Cooperation Agreement, the "Transaction Agreements") whereby the Seller Parties, before the closing of the transaction contemplated under the Transaction Agreements, shall at any meeting of the shareholders of the Issuer, (a) appear at such meeting or otherwise cause all voting securities beneficially owned by the Founders (the "Founder Covered Shares") to be counted as present for the purpose of establishing a quorum, and respond to each request by the Issuer for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Founder Covered Shares (i) in favor of the proposed transactions contemplated under the Voting Support Agreement, the adoption of the Transaction Agreements and any other matters necessary for consummation of such proposed transactions and the other transactions and (ii) against (A) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement contained in the Transaction Agreements, (B) any proposal or transaction that competes with such proposed transactions, and (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect such proposed transactions or the Voting Support Agreement; and
(vi) Jiechuang, Wanda, ADV, Seefar and Jubilee entered into a Co-Sale Agreement, pursuant to which ADV, Seefar and Jubilee hold the right to co-sale with Jiechuang and Wanda should any of Jiechuang or Wanda proposes to transfer any shares in the Issuer in accordance with the terms and conditions therein.
On December 26, 2022, certain parties entered into the respective agreements as below:
(i) the Issuer, the Founders and Jiechuang entered into an Amendment to Share Subscription Agreement to extend the outside date to March 31, 2023;
(ii) the Issuer, the Sellers, the Founders and Wanda entered into an Amendment to Share Purchase Agreement to extend the outside date to March 31, 2023; and
(iii) the Issuer, the Founders, Wanda, Jiechuang, ADV and Beacon entered into an Amendment to Cooperation Agreement to extend the outside date to March 31, 2023.
On February 16, 2023, the transactions contemplated under the Jiechuang Agreement have been closed. 36,402,570 ordinary shares of the Issuer was issued to My Universe upon the closing of the Jiechuang Agreement per Jiechuang's designation.
On April 18, 2023, certain parties entered into the below agreement:
(i) the Issuer, the Founders, Wanda, Jiechuang, ADV and Beacon entered into a Second Amendment to Cooperation Agreement to further extend the outside date to May 31, 2023.
On June 29, 2023, certain parties entered into the below agreements:
(i) the Issuer, the Sellers, the Founders and Wanda entered into a Second Amendment to Share Purchase Agreement to extend the outside date to July 31, 2023 and amend Section 2.2(a) which relates to deposits; and
(ii) the Issuer, the Founders, Wanda, Jiechuang, ADV and Beacon entered into a Third Amendment to Cooperation Agreement to further extend the outside date to July 31, 2023.
On August 16, 2023, certain parties entered into the below agreements:
(i) the Issuer, the Sellers, the Founders and Wanda entered into a Third Amendment to Share Purchase Agreement to further extend the outside date to August 21, 2023; and
(ii) the Issuer, the Founders, Wanda, Jiechuang, ADV and Beacon entered into a Fourth Amendment to Cooperation Agreement to further extend the outside date to August 21, 2023.
On August 16, 2023, the closing under the Wanda Agreement has been completed. An aggregate of 21,321,962 ordinary shares of the Issuer were sold by the Sellers to Wanda upon the closing.
On 27 January 2026, Suqian Xingbao Technology Co., Ltd., Suqian Beibao Culture Communication Co., Ltd., Jiechuang, Lafang Investment, Zheng Qingying, SVC Fund Management, Shenzhen Capital Group Co., Ltd., Shenzhen Shenlan United Equity Investment Fund Management Co., Ltd., Zhuhai Hengqin Qirui Venture Capital Fund (Limited Partnership) and Guangdong Yuede Business Management Partnership entered into a Subscription Agreement and Admission Agreement (the "Subscription Agreement"). Pursuant to the Subscription Agreement, the parties agreed that Suqian Xingbao Technology Co., Ltd. and Suqian Beibao Culture Communication Co., Ltd. would subscribe for additional shares in Jiechuang, and Suqian Beibao Culture Communication Co., Ltd. would become the general partner of Jiechuang. It was further agreed that Lafang Investment would transfer its entire shares to Zheng Qingying. Upon completion of such transfer, Lafang Investment shall cease to be a partner of Jiechuang, and Zheng Qingying shall become the general partner of Jiechuang. On March 26, 2026, the closing under the Subscription Agreement has been completed.
On March 10, 2026, SCGC, SVC Fund Management, Jiechuang, Zheng Qingying, Suqian Beibao Culture Communication Co., Ltd., Suqian Xingbao Technology Co., Ltd., Zhuhai Hengqin Qirui Venture Capital Fund (Limited Partnership) and Guangdong Yuede Business Management Partnership entered into a Partnership Withdrawal Agreement (the "Withdrawal Agreement") with respect to Jiechuang. Pursuant to the Withdrawal Agreement, parties agreed that SCGC, SVC Fund Management would withdraw from Jiechuang. Jiechuang is required to return their respective capital contributions. Upon the closing, SCGC and SVC Fund Management shall cease to be partners of Jiechuang. On March 26, 2026, the closing under the Withdrawal Agreement has been completed.
The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including communicating with the board of directors of the Issuer, members of management or other security-holders of the Issuer, lenders to the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer's business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.
Except as set forth in this statement, the Reporting Persons have no plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. |
