Verification Opinion of Yuekai Securities Co., Ltd. on the Dilution of Immediate Returns from the Transaction of Meinian Onehealth Healthcare Holdings Co., Ltd.
Meinian Onehealth Healthcare Holdings Co., Ltd. (hereinafter referred to as "Meinian Health" or "the listed company") intends to acquire 84.00% equity of Hengyang Meinian Health Examination Center Co., Ltd., 81.00% equity of Ningde Meinian Health Management Co., Ltd., 75.00% equity of Yantai Meinian Health Examination Management Co., Ltd., 49.00% equity of Yantai Meinian Futian Health Examination Management Co., Ltd., 52.81% equity of Wuhan Meicai Aoya Technology Management Co., Ltd., 85.00% equity of Sanming Meinian Health Management Co., Ltd., 90.00% equity of Feicheng Meinian Health Management Co., Ltd., 84.00% equity of Dezhou Meinian Health Examination Management Co., Ltd., 82.00% equity of Lianjiang Meinian Health Management Co., Ltd., 80.50% equity of Yishui Meinian Health Examination Management Co., Ltd., 92.35% equity of Shandong Meiming Aoya Health Consulting Co., Ltd., and 47.37% minority equity of the holding subsidiary Zhengzhou Meijian Health Management Co., Ltd., 49.00% minority equity of Guangzhou Huadu District Meinian Health Management Co., Ltd., 42.46% minority equity of Anhui Meixin Health Management Consulting Co., Ltd., 49.00% minority equity of Zibo Meinian Health Management Co., Ltd., and 48.05% minority equity of Jilin City Changyi District Meinian Health Technology Management Co., Ltd. (hereinafter referred to as "this transaction"). Yuekai Securities Co., Ltd. (hereinafter referred to as "Yuekai Securities" or "independent financial advisor") serves as the independent financial advisor for this transaction. According to relevant laws, regulations, and normative documents such as the "Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market" (Guo Ban Fa [2013] No. 110), "Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market" (Guo Fa [2014] No. 17), and "Guidance on Matters Related to the Dilution of Immediate Returns in Initial Public Offerings, Re-financing, and Major Asset Restructuring" (CSRC Announcement [2015] No. 31), the following is an explanation of the impact of this transaction on immediate return dilution, preventive and remedial measures, and the verification of related commitments: