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Shenzhen Stock Exchange: In accordance with the inquiry letter issued by the Shenzhen Stock Exchange on August 22, 2025, regarding Meinian Health Industry Holdings Co., Ltd.'s application to issue shares for asset acquisition (Inquiry Letter No. (2025) 130013), Meinian Health Industry Holdings Co., Ltd. (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" or "Junzejun"), 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 intermediary institutions to diligently address the issues raised in the inquiry letter. The company has made corresponding revisions and supplementary disclosures in the "Meinian Health Industry Holdings Co., Ltd. Issuance of Shares for Asset Acquisition and Related Transactions Report (Draft) (Revised Draft)" (hereinafter referred to as "the restructuring report"). The relevant matters are replied to as follows for your review. Note: Unless otherwise specified, the abbreviations or definitions in this inquiry letter reply (hereinafter referred to as "this reply") have the same meanings as those in the restructuring report. The font in this reply represents the following meanings: Bold font (black) indicates the questions listed in the inquiry letter; Song font indicates the replies to the questions listed in the inquiry letter; Bold italic font indicates the modifications and supplementary disclosures to the restructuring report and the inquiry letter reply. Some totals in this reply may differ from the direct sum of individual amounts due to rounding.
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Table of Contents
- Question 1: About the Necessity of the Transaction
- Question 2: About the Counterparty of the Transaction
- Question 3: About the Compliance of the Target Assets' Operations
- Question 4: About Performance Commitments
- Question 5: About the Operating Performance of the Target Assets
- Question 6: About the Financial Condition of the Target Assets
- Question 7: About Related Transactions
- Question 8: About Assessment Forecasts
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Question 1: About the Necessity of the Transaction The application documents and public information show that: (1) 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. (2) The transaction targets are equity interests in companies controlled or invested in by the company. 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 events. As of the end of 2024, the company controlled 312 health examination centers and held shares in 264 health examination centers. The listed company intends to expand the breadth and depth of health examination services and optimize its industry layout through this transaction. (3) In this transaction, the listed company intends to acquire part of the equity of 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. (4) The transaction will be paid for by issuing shares. As of March 31, 2025, the listed company's cash and cash equivalents amounted to 2.299 billion yuan. (5) As of the end of the first quarter of 2025, the listed company's goodwill amounted to 5.141 billion yuan, accounting for 26.75% of total assets. According to the review report, the transaction will add 275 million yuan in goodwill, with the new goodwill accounting for 3.15% and 1.39% of the net assets and total assets, respectively.
002044SZSE
Reply to the Shenzhen Stock Exchange's Inquiry Letter Regarding the Application for Issuing Shares to Purchase Assets by Meinian Health Industry Holdings Co., Ltd. (Revised Draft)
✨ AI Summary
Meinian Health Industry Holdings Co., Ltd. responds to the Shenzhen Stock Exchange's inquiry regarding its application to issue shares for asset acquisition. The company aims to enhance its health examination services and optimize its industry layout through this transaction. Key figures include a projected increase in goodwill by 27.46 million yuan post-transaction, with expected revenue growth of 1.83% and net profit growth of 5.94%.
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