| 2024-04-25 |
详情>>
股本变动：
变动后总股本4778.80万股
变动原因 ▼▲
- 原因：
- 20230101-20231231
可转换票据转换为股份
股份支付
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| 2024-04-25 |
详情>>
业绩披露：
2023年年报每股收益-0.28元,归母净利润-3743.2万元,同比去年增长50.91%
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| 2024-04-25 |
财报披露：
美东时间 2024-04-25 盘后发布财报
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| 2023-10-30 |
复牌提示：
2023-10-30 10:04:12 停牌，复牌日期 2023-10-30 10:09:12
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| 2023-09-05 |
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业绩披露：
2023年中报每股收益-0.08元,归母净利润-1007.8万元,同比去年增长-118.09%
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| 2023-05-17 |
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业绩披露：
2023年一季报每股收益0.00元,归母净利润48.10万元,同比去年增长114.91%
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| 2023-04-21 |
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业绩披露：
2020年年报每股收益-3.61元,归母净利润-2.35亿元,同比去年增长-272.75%
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| 2023-04-21 |
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业绩披露：
2022年年报每股收益-0.93元,归母净利润-7624.7万元,同比去年增长87.00%
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| 2022-11-29 |
详情>>
业绩披露：
2022年三季报(累计)每股收益-0.6元,归母净利润-5156.8万元,同比去年增长-251.9%
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| 2022-08-17 |
详情>>
业绩披露：
2022年中报每股收益-0.07元,归母净利润-462.1万元,同比去年增长98.26%
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| 2022-08-02 |
股东大会：
将于2022-09-08召开股东大会
会议内容 ▼▲
- 1.The appointment of Union Power HK CPA Limited as our independent registered public accounting firm for the fiscal year ending December 31, 2022 be and is hereby ratified;
2.The issue and allotment of 36,402,570 new ordinary shares in the Company (the “Ordinary Shares”) to Hainan Oriental Jiechuang Investment Partnership (Limited Partnership) or its designated affiliate (“Jiechuang”) for a total consideration in USD that is equivalent of RMB 170 million in accordance with the terms of a subscription agreement entered on July 20, 2022 by and among the Company, Dr. Zhou Pengwu and Ms. Wenting Ding (the “Founders”) and Jiechuang as the investor (the “Subscription Agreement”) be and is hereby approved and confirmed. The English translation of the Subscription Agreement is annexed hereto (the “Share Issuance Proposal”). The execution (under hand or as a deed and/or under the common seal of the Company if appropriate), delivery and performance by the Company or its relevant subsidiaries of the Subscription Agreement and any and all other documents, agreements, instruments or certificates required or contemplated by the Subscription Agreement, or deemed necessary or appropriate in connection therewith, and the consummation of the transactions contemplated thereby be and is hereby approved and confirmed;
3.The transfer of shares by certain of the existing shareholders of the Company to Australia Wanda International Company Limited (“Wanda”) of an aggregate of 21,321,962 Ordinary Shares of the Company for the total consideration in USD that is equivalent of RMB 100 million, which include (i) 9,231,635 Ordinary Shares held by Seefar Global Holdings Limited (“Seefar”), (ii) 8,869,610 Ordinary Shares held by Jubilee Set Investments Limited (“Jubilee”), and (iii) 3,220,717 Ordinary Shares held by Pengai Hospital Management Corporation (“Pengai”) in accordance with the share purchase agreement entered on July 20, 2022 by and among the Company, the Founders, certain existing shareholders of the Company controlled by the Founders (the “Sellers”) and Wanda as the buyer (the “Share Purchase Agreement”) be and is hereby approved and confirmed. The English translation of the Share Purchase Agreement is annexed hereto (the “Share Transfer Proposal”). The execution (under hand or as a deed and/or under the common seal of the Company if appropriate), delivery and performance by the Company or its relevant subsidiaries of the Share Purchase Agreement and any and all other documents, agreements, instruments or certificates required or contemplated by the Share Purchase Agreement, or deemed necessary or appropriate in connection therewith, and the consummation of the transactions contemplated thereby be and is hereby approved and confirmed;
4.(i) The issue and allotment of such number of new Ordinary Shares to Peak Asia Investment Holdings V Limited (“ADV”) under the convertible note issued to ADV on September 17, 2020 and in accordance with the cooperation agreement entered on July 20, 2022 by and among ADV and its affiliate, the Company, the Founders, Wanda and Jiechuang (the “Cooperation Agreement”) and (ii) the issue and allotment of certain number of Ordinary Shares to ADV upon the exercise of and fulfilment of the terms of the warrant issued to ADV on July 20, 2022 under the Cooperation Agreement (the “ADV Warrant”) be and are hereby approved and confirmed. A copy of the Cooperation Agreement and a copy of the ADV Warrant are annexed hereto (the “Share Conversion/ADV Warrant Proposal”). The execution (under hand or as a deed and/or under the common seal of the Company if appropriate), delivery and performance by the Company or its relevant subsidiaries of the ADV Warrant, Cooperation Agreement and any and all other documents, agreements, instruments or certificates required or contemplated by the Cooperation Agreement and the ADV Warrant, or deemed necessary or appropriate in connection therewith, and the consummation of the transactions contemplated thereby be and is hereby approved and confirmed;
5.The issue and allotment of 4,655,386 Ordinary Shares to Seefar and 6,423,983 Ordinary Shares to Wanda, respectively, upon the exercise of and fulfilment of the terms of the warrants to be issued to Seefar and Wanda (the “Seefar & Wanda Warrants”) in accordance with the Shareholders’ Agreement (as defined in the proxy statement of which this notice forms part) upon completion of the Subscription Agreement and the Share Purchase Agreement be and are hereby approved and confirmed. Copies of the Seefar & Wanda Warrants are annexed hereto (the “Seefar & Wanda Warrants Proposal”). The execution (under hand or as a deed and/or under the common seal of the Company if appropriate), delivery and performance by the Company or its relevant subsidiaries of the Seefar & Wanda Warrants, the Shareholders’ Agreement and any and all other documents, agreements, instruments or certificates required or contemplated by the Seefar & Wanda Warrants and the Shareholders’ Agreement, or deemed necessary or appropriate in connection therewith, and the consummation of the transactions contemplated thereby be and is hereby approved and confirmed;
6.Any one director or officer of the Company be and is hereby authorized to (if appropriate) update the register of members of the Company and make all required filings, if any, in relation to the above ordinary resolutions with the Registrar of Companies and the Company to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required in relation to the above ordinary resolutions.
7.That the fourth amended and restated articles of association of the Company (the “Articles”) be amended in the following manner ((the “Articles Amendments Proposal”));
(i)By deleting the following defined terms in Article 1 of the Articles:
A.“ADV”and B.“IDG”.
(ii)By adding the following new article 65A:
65A. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a show of hands every Member present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have one vote and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share.
(iii)By deleting Article 80(c) of the Articles in its entirety and replacing it with the following:“The Board of Directors shall have an executive chairman of the Board of Directors (the “Chairman”) and a non-executive chairman of the Board of Directors elected and appointed by a majority of the Directors then in office. The Chairman shall take full charge of the Company’s daily management and business operation and shall preside as chairman at every meeting of the Board of Directors. The non-executive chairman shall take charge of cultural affairs such as the promotion of core values and shall not participate in any actual daily management and business operation of the Company. To the extent the Chairman is not present at a meeting of the Board of Directors, the attending Directors may choose one Director to be the chairman of the meeting. The Chairman’s voting right as to the matters to be decided by the Board of Directors shall be the same as other Directors.”
(iv)By deleting Article 80(f) of the Articles in its entirety and replacing it with the following:“Reserved.”
(v)By deleting Article 80(g) of the Articles in its entirety and replacing it with the following:“Reserved.”
(vi)By deleting Article 117 of the Articles in its entirety and replacing it with the following:“Reserved.”
8.Any one director or officer of the Company be and is hereby authorized to make all required filings, if any, in relation to the above special resolution with the Registrar of Companies and the Company to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required in relation to the above special resolution.
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| 2022-06-29 |
详情>>
业绩披露：
2022年一季报每股收益-0.05元,归母净利润-322.5万元,同比去年增长82.47%
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| 2022-05-16 |
详情>>
业绩披露：
2021年年报每股收益-8.89元,归母净利润-5.87亿元,同比去年增长-149.12%
|
| 2021-11-16 |
详情>>
业绩披露：
2021年中报每股收益-3.92元,归母净利润-2.65亿元,同比去年增长-88.56%
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| 2021-09-06 |
温馨提示：
美股因劳工节，9月6日休市一天
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| 2020-09-08 |
股东大会：
将于2020-09-15召开股东大会
会议内容 ▼▲
- 1.That the execution, delivery and performance by the Company or its relevant subsidiaries of each of:
(a)the CN Purchase Agreement to be entered into by and among the Company, the Investor and its security trustee, in substantially the form attached to the Proxy Statement as Schedule A (the “CN Purchase Agreement”), pursuant to which (i) the Company sell and issue to Peak Asia Investment Holdings V Limited (the “Investor”), one of its major shareholders, and that the Investor purchase from the Company a certain convertible note in a principal amount of US$5,000,000 and, upon the Company’s written request and at the Investor’s absolute discretion, another convertible note in a principal amount of no more than US$5,000,000 (together, the “Convertible Notes”) (the “CN Issuance”); and (ii) the Convertible Notes may be converted or redeemed in accordance with the terms of the Convertible Notes as set out in the CN Purchase Agreement;
(b)the form of the Convertible Notes to be executed by the Company and agreed and accepted by the Investor, which is included as a schedule to the CN Purchase Agreement;
(c)the Exit Payments Agreement to be entered into by and among the Company, the Investor, Dr. Zhou Pengwu and Ms. Ding Wenting, in substantially the form attached to the Proxy Statement as Schedule B (the “Exit Payments Agreement”), pursuant to which the Investor will be entitled to a payment of up to US$3,000,000 for each Convertible Note it purchases (up to US$6,000,000 in aggregate to the extent it elects to purchase both Convertible Notes), if within a period of two years and six months (extendable for another six months) the conditions set out in the Exit Payments Agreement are met;
(d)the First Rank Deed of Share Charge over 51% of Shares in Dragon Jade Holdings Limited (龍翠控股有限公司) (the “BVI Subsidiary”) by the Company in favour of the Investor and certain ancillary deliverables, in substantially the form attached to the Proxy Statement as Schedule C (the “BVI Share Charge”);
(e)the First Rank Deed of Share Charge Over 51% of Shares in Peng Oi Investment (Hong Kong) Holdings Limited (鹏爱投资（香港）集团有限公司) (the “HK Subsidiary”) by the BVI Subsidiary in favour of the Investor and certain ancillary deliverables, in substantially the form attached to the Proxy Statement as Schedule D (the “HK Share Charge”);
(f)the Equity Interest Pledge Agreements (股权质押协议) to be entered into by and among, the HK Subsidiary, Peng Yi Da Business Consulting Co., Ltd. (鹏意达商务咨询（深圳）有限公司) (the “WFOE”), and the Investor and/or its designated security trustee, in substantially the forms attached to the Proxy Statement as Schedule E-1 and Schedule E-2 (collectively with the BVI Share Charge and the HK Share Charge, the “Share Pledges”),(collectively, the “Transaction Documents”), and any and all other documents, agreements, instruments or certificates required or contemplated by any of the Transaction Documents, or deemed necessary or appropriate in connection therewith (including any de-registration, registration or release documents), and the consummation of the transactions contemplated thereby including the CN Issuance and the creation of the Share Pledges.
2.That such number of ordinary shares, par value US$0.001 per share of the Company (“Ordinary Shares”) be reserved, and the Board of Directors of the Company be authorized to reserve such number of Ordinary Shares, as may be required from time to time, to satisfy the conversion rights of the Investor in relation to and pursuant to the applicable Transaction Documents, and that the issuance of the Company’s ordinary shares pursuant to the exercise by the Investor of its contractual conversion rights pursuant to the terms and conditions of the CN Purchase Agreement be approved and confirmed in all respects, and the Company’s registered office provider be authorized and instructed to procure that the Company’s register of members be updated to effect the issuance of such shares to the Investor or its nominee upon such exercise of the Investor’s conversion rights.
3.Re-election of Ms. Cathy Peng as a Director of the Company.
4.That each of the Directors and officers and the registered office provider or registered agent of the Company be authorized to take any and every action that might be necessary to effect the foregoing resolutions as such Director or officer, in his or her absolute discretion, thinks fit.
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