Shenzhen Stock Exchange:
Wuhan Mingde Biological Technology Co., Ltd. (hereinafter referred to as the "Company," "Listed Company," or "Mingde Bio") received the "Inquiry Letter Regarding the Cash-based Major Asset Purchase by Wuhan Mingde Biological Technology Co., Ltd." (M&A Inquiry Letter [2026] No. 9) (hereinafter referred to as the "Inquiry Letter") issued by your exchange on July 10, 2026. Changjiang Financing Services Co., Ltd. (hereinafter referred to as the "Independent Financial Advisor"), acting as the independent financial advisor for this transaction, has conducted a thorough analysis and verification of the relevant issues and hereby submits the following response regarding the verification findings.
Unless otherwise specified, the terms or abbreviations used in this verification opinion have the same meanings as those defined in the "Report on the Major Asset Purchase of Wuhan Mingde Biological Technology Co., Ltd. (Draft) (Revised)."
Unless otherwise specified, any discrepancies between the total sums and the sums of the individual figures in this verification opinion are due to rounding.
Table of Contents
Question 1: 3
Question 2: 21
Question 3: 53
Question 4: 74
Question 5: 91
Question 6: 93
Question 7: 104
Question 8: 116
Question 9: 119
Question 10: 125
Question 11: 126
Question 1:
The "Report" indicates that (1) the target company, Biker, is primarily engaged in the R&D, production, and sales of various emergency rescue products, with first-aid kits as its core business. In 2024 and 2025, its main business revenue was 254.093 million yuan and 230.0152 million yuan, respectively, a year-on-year decline of 9.48%. Net profit attributable to shareholders of the parent company (hereinafter referred to as "net profit") was 30.6768 million yuan and 17.6913 million yuan, respectively, a year-on-year decline of 42.33%. Net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses was 26.7948 million yuan and 12.1934 million yuan, respectively, a year-on-year decline of 54.49%. The gross profit margin of the main business was 25.17% and 23.90%, respectively, a year-on-year decrease of 1.27 percentage points, primarily due to the weak macroeconomic climate in Europe in 2025, significantly increased cost-reduction demands from European local OEMs, and intensified market competition for single emergency rescue products, leading to a decline in the sales unit price of the company's products. Among these, the "vehicle first-aid kit" product, which accounts for the highest proportion of main business revenue, achieved revenue of 122.0066 million yuan and 111.7799 million yuan in 2024 and 2025, respectively, a year-on-year decline of 8.38%; the sales unit price of this product in 2025 was 16.60 yuan/set, a 14.70% decrease from 19.46 yuan/set in 2024. (2) Your company achieved operating revenue of 265.0787 million yuan in 2025, a year-on-year decline of 24.28%; net profit was -16.4607 million yuan, turning from profit to loss year-on-year; after the completion of this transaction, your company's pro forma consolidated net profit is -0.4066 million yuan, still in a state of slight loss. Please have the company:
(1) Combine the specific changes and reasons for the sales volume, unit price, and cost structure of major products during the reporting period to quantitatively analyze the core driving factors for the decline in the target company's main business revenue, net profit, and net profit after deducting non-recurring gains and losses, and explain the reasons and rationality for the decline in net profit and net profit after deducting non-recurring gains and losses being far greater than the decline in operating revenue.
(2) Explain whether the significant decline in the target company's operating performance represents a major adverse change in its industry environment, competitive landscape, or customer demand, and whether the unit price or gross profit margin of major products faces the risk of continuous decline.