Yuekai Securities Co., Ltd.
Verification Opinion on the Termination of Issuing Shares to Purchase Assets and Withdrawal of Application Documents by Meinian Healthcare Holdings Co., Ltd.
Yuekai Securities Co., Ltd. (hereinafter referred to as "Yuekai Securities" or "Independent Financial Advisor"), as the independent financial advisor for Meinian Healthcare Holdings Co., Ltd. (hereinafter referred to as "Meinian Healthcare", "the Company", or "the Company")'s issuance of shares to purchase assets and associated party transaction (hereinafter referred to as "the Transaction" or "the Restructuring"), based on the "Administrative Measures for Major Asset Restructuring of Listed Companies" and the "Shenzhen Stock Exchange Listed Company Self-Regulatory Supervision Guidelines No. 8 - Major Asset Restructuring" and other relevant laws and regulations, has prudently reviewed the termination of this transaction by the Company and hereby expresses the following opinion:
I. Basic Situation of the Transaction
Meinian Healthcare intended to acquire 84.00% equity of Hengyang Meinian Health Check-up Center Co., Ltd., 81.00% equity of Ningde Meinian Health Management Co., Ltd., 75.00% equity of Yantai Meinian Health Check-up Center Co., Ltd., 49.00% equity of Yantai Meinian Futian Health Management Co., Ltd., 52.81% equity of Wuhan Meici 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 Check-up Center Co., Ltd., 82.00% equity of Lianjiang Meinian Health Management Co., Ltd., 80.50% equity of Yishui Meinian Health Check-up Center Co., Ltd., 92.35% equity of Shandong Meiming Aoya Health Consulting Co., Ltd., and 47.37% minority equity of its subsidiary Zhengzhou Meijian Health Management Co., Ltd., 49.00% minority equity of Guangzhou Huadu 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 "the Transaction") by issuing shares.
According to the "Administrative Measures for Major Asset Restructuring of Listed Companies" and other relevant laws and regulations, the Transaction constituted an associated party transaction, but not a major asset restructuring, nor a restructuring for backdoor listing, and would not lead to a change in the actual control of the Company.
II. Work Done by the Company During the Progress of the Transaction
During the planning and progress of this Transaction, the Company strictly followed the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") and the Shenzhen Stock Exchange (hereinafter referred to as "SZSE"), and organized relevant parties to actively carry out various tasks related to the Transaction. The Company convened board meetings and shareholder meetings to review and approve the proposals related to this Transaction; it hired independent financial advisors, auditing firms, appraisal firms, and legal advisors, among other intermediaries, to conduct due diligence, audits, and appraisals on the target companies; and it communicated, negotiated, and deliberated with the parties involved in the Transaction multiple times. During the planning and progress of this Transaction, the Company promptly fulfilled its information disclosure obligations and alerted investors to the uncertainty risks of this restructuring. The main process of this Transaction is as follows:
- On April 14, 2025, the Company held the seventh (extraordinary) meeting of the ninth Board of Directors and the twenty-eighth (extraordinary) meeting of the eighth Supervisory Board, and reviewed and approved the "Proposal on the Pre-plan for the Transaction of Issuing Shares to Purchase Assets and Associated Party Transactions by Meinian Healthcare Holdings Co., Ltd." and other related proposals. For details, please refer to the relevant documents disclosed by the Company on the Juchao Information Network (www.cninfo.com.cn) on April 15, 2025.