Independent Financial Advisor Report
Independent Financial Advisor Declaration and Commitment
The terms or abbreviations used in this section have the same meanings as those defined in the "Definitions" section of this Independent Financial Advisor Report.
On December 31, 2025, Zeng Bensheng and Hangzhou Pinbianyi jointly signed "Share Transfer Agreement I". Hangzhou Pinbianyi intended to acquire 19,555,200 unrestricted tradable shares of the listed company held by Zeng Bensheng through a negotiated transfer, representing 19.40% of the total share capital of the listed company. On the same day, Zeng Bensheng and Wenzhou Cangxiao signed "Share Transfer Agreement II", under which Wenzhou Cangxiao intended to acquire 5,241,600 unrestricted tradable shares of the listed company held by Zeng Bensheng, representing 5.20% of the total share capital. On the same day, Zeng Bensheng and Hangzhou Runyi signed "Share Transfer Agreement III", under which Hangzhou Runyi intended to acquire 5,140,800 unrestricted tradable shares of the listed company held by Zeng Bensheng, representing 5.10% of the total share capital. Hangzhou Pinbianyi, Wenzhou Cangxiao, and Hangzhou Runyi have signed an "Acting-in-Concert Agreement", agreeing to form an acting-in-concert relationship. The price for this share transfer was 33.21 yuan per share.
As of the signing date of this Independent Financial Advisor Report, the aforementioned negotiated share transfers have completed the transfer registration. The acquirer and its concerted parties hold 29.70% of the shares of Jiaheng Home Care and the corresponding voting rights.
Premised on the completion of the share acquisition under "Share Transfer Agreement I", Hangzhou Pinbianyi intends to issue an irrevocable partial tender offer to all shareholders of the listed company other than itself and its concerted parties, for 21,268,800 shares (representing 21.10% of the total share capital of the listed company). Meanwhile, according to the relevant provisions of "Share Transfer Agreement I", Zeng Bensheng has irrevocably promised that when the tender offeror implements the aforementioned partial tender offer, the transferor will, in compliance with laws, regulations, and the actual controller's reduction rules, and provided that the number of shares available for transfer is feasible, actively cooperate with the tender offeror's requirements to declare acceptance of the tender offer, temporarily custody the shares at the Shenzhen Branch of China Securities Depository and Clearing Corporation, and shall not withdraw or change the acceptance of the tender offer without the written consent of the tender offeror, so as to facilitate the tender offeror's realization of the partial tender offer.
On June 23, 2026, the listed company issued an announcement stating that it had received the "Tender Offer Report of Jiaheng Home Care Co., Ltd." issued by Hangzhou Pinbianyi. Upon completion of this tender offer, the acquirer, Hangzhou Pinbianyi, and its concerted parties will hold a maximum of 51,206,400 shares of Jiaheng Home Care, representing 50.80% of the total share capital of the listed company.
Guolian Minsheng Securities Co., Ltd. was entrusted by the Board of Directors of Jiaheng Home Care to act as the independent financial advisor for this tender offer, to provide independent opinions to all shareholders of the listed company on this matter, and to issue this Independent Financial Advisor Report.
The relevant materials relied upon in this report were provided by Jiaheng Home Care and other relevant institutions and personnel. The providers are responsible for the authenticity, accuracy, and completeness of all written materials, documents, or oral testimonies provided, and guarantee that such information does not contain false records, misleading statements, or major omissions. This independent financial advisor does not assume any risk liability arising therefrom.
Except for the materials provided by Jiaheng Home Care and other relevant institutions and personnel, other information relied upon in this report comes from public channels, including but not limited to Jiaheng Home Care's 2023, 2024, 2025 annual reports, the first quarter report of 2026, and public data from the capital market.