Aier Eye Hospital Group Co., Ltd. (SZSE:300015) signed an agreement to acquire 100% in Zhanjiang Allad Visual Optics Center Co., Ltd. and 80% in Xuancheng Eye Hospital Co., Ltd. from Guangdong Zhongsheng Pharmaceutical Co., Ltd. (SZSE:002317) for approximately CNY 380 million on October 29, 2019. The consideration comprises issuance of shares and cash. The consideration will be paid as approximately 3.06 million shares of Aier Eye for Allad Visual and 1.31 million shares for Xuancheng Eye and cash consideration of approximately CNY 220 million. Aier Eye Hospital will pay CNY 151.9 million and issue 2.3 million shares to acquire 100% in Zhanjiang Allad Visual Optics Center and CNY 65.1 million and issue 1 million shares to acquire 80% in Xuancheng Eye Hospital. In related deals, Aier Eye Hospital Group Co., Ltd. signed an agreement to acquire 90% stakes in Chongqing Wanzhou Every Sunshine Eye Hospital Co., Ltd. and Chongqing Kaizhou Every Sunshine Eye Hospital Co., Ltd.; 100% stake in Tianjin Zhongshixin Enterprise Management Co., Ltd. from Panxin (Shanghai) Investment Center (Limited Partnership) and Panmao (Shanghai) Investment Center (Limited Partnership). The cash portion will be funded from the issuance of 619.6 million shares of Aier Eye Hospital Group Co., Ltd. of not more than CNY 710 million.

For the year ended December 31, 2018, Zhanjiang Allad Visual Optics Center Co., Ltd. and Xuancheng Eye Hospital Co., Ltd. reported total assets of CNY 86.4 million, net assets of CNY 76.1 million, revenues of CNY 74.9 million, EBIT of CNY 29.5 million and net profit of CNY 22.1 million. The deal is subject to approvals from Zhanjiang Allad Visual Optics Center Co., Ltd.'s completing the transfer of Zhongshan Allad Eye Hospital Co., Ltd.'s 100% stake. The deal also requires secondary approval from Board of Directors and shareholders of Aier Eye Hospital Group Co., Ltd., State Administration for Market Regulation's Review on Business Concentration Anti-monopoly and CSRC. On October 29, 2019, Zhanjiang Allad Visual Optics Center Co., Ltd. and Xuancheng Eye Hospital Co., Ltd. issued their respective shareholders resolutions, agreeing to the transfers. On October 29, 2019, the Board of Director of Aier Eye Hospital Group Co., Ltd. approved the deal. On October 29, 2019, Aier Eye Hospital convened the 53rd meeting of the fourth session of the Board of Directors, and reviewed and passed relevant proposals. On October 29, 2019, Zhongsheng Pharmaceutical held the 31st meeting of the 6th Board of Directors, and agreed to the transaction. On January 7, 2020, Aier Eye Hospital convened the third meeting of the fifth session of the board of directors, reviewed and approved the relevant resolutions of the transaction. On January 7, 2020, Zhongsheng Pharmaceutical held the second meeting of the seventh session of the Board of Directors and agreed to the transaction. On February 3, 2020, Aier Eye Hospital held the first extraordinary general meeting of shareholders in 2020 to review and approve the transaction. On March 6, 2020, Aier Eye Hospital convened the seventh meeting of the fifth Board of Directors, and reviewed and approved the transaction. On March 23, 2020, Aier Eye Hospital held the second interim general meeting of shareholders in 2020 to consider and approve the transaction. On April 23, 2020, the Merger, Acquisition and Reorganization Examination Committee of Listed Companies of the China Securities Regulatory Commission approved the transaction. The respective internal decision-making authorities of Guangdong Zhongsheng Pharmaceutical Co., Ltd. have approved the transfers.

Huatai United Securities Co., Ltd acted as financial advisor; Li Rong, Zhou Linkai and Chen Qiuyue of Qiyuan Law Firm acted as legal advisors for Aier Eye Hospital. Liu Jun and Yu Baoyu of Mazars Certified Public Accountants acted as accountant for Aier Eye Hospital, Zhanjiang Allad and Xuancheng Eye Hospital.