1. Shenzhen Stock Exchange:
According to the inquiry letter issued by the Shenzhen Stock Exchange on August 22, 2025, regarding Meinian Onehealth Industry Holdings Co., Ltd.'s application for issuing shares to purchase assets (Inquiry Letter No. (2025) 130013), Meinian Onehealth (hereinafter referred to as "Meinian Health," "the listed company," or "the company") has collaborated with Guangdong Kai Securities Co., Ltd. (hereinafter referred to as "the independent financial advisor" or "Guangdong Kai Securities"), Beijing Junzejun Law Firm (hereinafter referred to as "Junzejun Law Firm"), Zhongshen Zhonghuan Accounting Firm (Special General Partnership) (hereinafter referred to as "Zhongshen Zhonghuan"), and Jinzheng (Shanghai) Asset Appraisal Co., Ltd. (hereinafter referred to as "Jinzheng Appraisal") and other intermediaries to diligently address the questions raised in the inquiry letter. The necessary revisions and supplementary disclosures have been made in the "Meinian Onehealth Industry Holdings Co., Ltd. Issuance of Shares to Purchase Assets and Related Transactions Report (Draft) (Revised Draft)" (hereinafter referred to as "the restructuring report"). As the independent financial advisor for this restructuring, Guangdong Kai Securities now presents the following verification opinion. Note: Unless otherwise specified, the abbreviations or definitions used in this response (hereinafter referred to as "this response") have the same meanings as those in the restructuring report. The font styles in this response represent the following meanings: Bold font (黑体) indicates questions listed in the inquiry letter; Song font (宋体) indicates responses to the questions listed in the inquiry letter; Italic bold font (楷体) indicates modifications and supplementary disclosures in the restructuring report and responses to the inquiry letter. Some discrepancies in totals and sums in this response are due to rounding.
2. Table of Contents
| No. | Content |
|---|---|
| 1 | Question 1: Necessity of the Transaction |
| 2 | Question 2: Counterparty of the Transaction |
| 3 | Question 3: Compliance of the Target Assets |
| 4 | Question 4: Performance Commitment |
| 5 | Question 5: Operating Performance of the Target Assets |
| 6 | Question 6: Financial Condition of the Target Assets |
| 7 | Question 7: Related Transactions |
| 8 | Question 8: Assessment Forecast |
3. Question 1: Necessity of the Transaction
The application documents and public information indicate that:
- As of the signing date of the report, the target assets are used by the licensed parties to conduct health examination activities under the "Meinian Health" or "Aoya" brands.
- The transaction involves equity of companies in which the company holds controlling or minority stakes. Upon completion of the transaction, the listed company will directly and indirectly hold 100% equity of the target assets. Historically, the listed company has undergone multiple acquisition activities, and as of the end of 2024, the company controlled 312 health examination centers and held stakes in 264 health examination centers. The listed company intends to expand the breadth and depth of health examination services and optimize its industrial layout through this transaction.
- The listed company plans to acquire part of the equity of the health examination centers held by Yanjiji (Shanghai) Enterprise Management Co., Ltd. (hereinafter referred to as "Yanjiji"), which is a specific measure for the actual controller of the listed company to fulfill commitments and resolve industry competition issues.
- The transaction will be paid for by issuing shares; as of March 31, 2025, the listed company had a cash balance of 2.299 billion yuan.
- As of the end of the first quarter of 2025, the listed company had a goodwill balance of 5.141 billion yuan, accounting for 26.75% of total assets. According to the review report, this transaction will add 275 million yuan in goodwill, with the new goodwill balance accounting for 3.15% and 1.39% of the net asset and total asset amounts, respectively.