PA GOODDOCTOR (01833) Receives a takeover offer from controlling shareholder Anxin.

PA GOODDOCTOR (01833) and the offeror Anxin Limited jointly announced that a total of 1,042,630,820 new shares will be distributed and issued as a special dividend in accordance with the scrip dividend plan. It is expected that the formal shares of these new shares will be dispatched on January 24, 2025, and the new shares will be available for trading on the Hong Kong Stock Exchange starting at 9:00 am on January 27, 2025. Out of these new shares, 698,970,587 new shares will be distributed and issued to the offeror. After the completion of the distribution of new shares as a special dividend under the scrip dividend plan, the total number of shares controlled by the offeror will increase from 441,000,000 shares (approximately 39.41% of the total issued shares as of the date of this joint announcement) to 1,139,970,587 shares (approximately 52.74% of the total issued shares after the distribution of new shares as a special dividend and enlargement). Therefore, the company will become an indirect non-wholly-owned subsidiary of Ping An Group, and the financial performance of the group will be consolidated into the financial statements of Ping An Group. As the offeror has chosen to receive dividends in shares under the scrip dividend plan (subject to completion), the offeror will be required to make a mandatory general offer for all the offer shares under Rule 26 of the Takeovers Code, and make an appropriate offer for all outstanding warrants under Rule 13 of the Takeovers Code, to cancel all outstanding warrants (whether or not they have been exercised or vested). The offer for shares will be made to independent shareholders, and the offer for warrants will be made to warrant holders. UBS, as the financial adviser of the offeror, will make the share offer under Rule 26.1 and the warrant offer under Rule 13.5 of the Takeovers Code on behalf of the offeror: the offer price is HK$6.12 per share, a discount of approximately 2.86% compared to the closing price of HK$6.30 per share on the Hong Kong Stock Exchange on the date of this joint announcement. After the offer is completed, the offeror hopes that the group will continue its existing core business. The offeror has no intention of redeploying any fixed assets of the group (except those carried out in the normal course of business) or terminating the employment of employees of the group. The offeror has no intention of privatizing the company and believes that there is no reasonable possibility of privatizing the company. It is understood that the offeror is indirectly wholly-owned by Ping An Group and is the controlling shareholder of the company.