Verification Opinion on the Response to the Shenzhen Stock Exchange's Inquiry Letter Regarding the Asset Purchase Application of Meinian Onehealth Industry Holdings Ltd. (Revised Draft)
Jinzhen (Shanghai) Asset Appraisal Co., Ltd.
February 2026
Address: 7th Floor, Building T3, Donghang Binjiang Center, No. 277 Longlan Road, Xuhui District, Shanghai
Phone: 021-63081130 | Website: https://www.jzvaluation.com
Shenzhen Stock Exchange: In accordance with the requirements of the Shenzhen Stock Exchange's Inquiry Letter No. 130013 (2025) dated August 22, 2025, regarding Meinian Onehealth Industry Holdings Ltd.'s application for issuing shares to purchase assets, Jinzhen (Shanghai) Asset Appraisal Co., Ltd. (hereinafter referred to as "Jinzhen Appraisal" or "the Appraisal Agency") has diligently and honestly researched and implemented the issues raised in the inquiry letter. We have responded to the relevant questions as required and now submit this for your review. Unless otherwise specified, the abbreviations used in this response have the same meanings as those in the "Draft Report on the Issuance of Shares for Asset Purchase and Related Transactions by Meinian Onehealth Industry Holdings Ltd." (hereinafter referred to as "the Restructuring Report"). There may be minor discrepancies between the totals and individual data in some tables due to rounding during calculations. The font used in this response indicates the following meanings:
- Bold: Category
- Song Typeface: Questions listed in the inquiry letter
- Italic Bold: Responses to the questions listed in the inquiry letter
- Italic: Modifications or supplements to the responses to the inquiry letter
Question 8: Regarding the Evaluation Forecast Application Document
The evaluation forecast application document shows:
- The transaction uses the income method evaluation results as the pricing basis for the target assets.
- During the income method evaluation process, some target assets have a negative net increase in working capital during the forecast period, leading to significant differences between free cash flow and net profit. Additionally, some target assets have substantial surplus funds and non-operating assets.
- Among the target assets, the book value of the net assets attributable to the parent company of Yantai Meinian at the end of the reporting period is -1.9357 million yuan, while the income method evaluation value is 54.1 million yuan, resulting in an evaluation appreciation rate of 9185.57%. The transaction price corresponds to a price-earnings ratio of 26.56 times; the evaluation appreciation rate for Sanming Meinian is 792.77%, with a transaction price corresponding to a price-earnings ratio of 34.23 times; the evaluation appreciation rate for Lianjiang Meinian is 408.39%, with the most recent year's net profit being 152,400 yuan, and the transaction price corresponding to a price-earnings ratio of 91.89 times; the evaluation appreciation rate for Yishui Meinian Health Check Management Co., Ltd. (hereinafter referred to as Yishui Meinian) is 2411.94%, with the most recent year's net profit being 39,000 yuan, and the transaction price corresponding to a price-earnings ratio of 315.37 times; the evaluation appreciation rate for Shandong Aoya Health Consulting Co., Ltd. (hereinafter referred to as Shandong Aoya) is 797.02%, with the most recent year's net profit being 150,600 yuan, and the transaction price corresponding to a price-earnings ratio of 242.33 times.