Huaxing Certified Public Accountants (LLP) Special Verification Opinion (Revised Draft) on the "Reply to the Audit Inquiry Letter Regarding Guangzhou Medprin Regenerative Medical Technologies Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds"
Huaxing Zhuanzi [2026] No. 25010510255
Shenzhen Stock Exchange:
In accordance with the requirements of the "Audit Inquiry Letter Regarding Guangzhou Medprin Regenerative Medical Technologies Co., Ltd.'s Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds" (Audit Letter [2025] No. 030018) (hereinafter referred to as the "Audit Inquiry Letter") issued by your exchange, Huaxing Certified Public Accountants (LLP) (hereinafter referred to as "this firm" or "the accountants"), acting on the principles of diligence, duty, and integrity, has conducted a prudent verification of the issues raised in the Audit Inquiry Letter. The response is as follows for your review:
Unless otherwise specified, any discrepancies between the totals and the sums of individual items in this reply are due to rounding. Unless otherwise specified, the financial data and financial indicators cited in this reply refer to the financial data under the consolidated statement caliber and the financial indicators calculated based on such financial data.
Question 1: Regarding the Necessity of This Transaction
The application documents show: (1) The target asset was established in August 2020. During the reporting period, the target asset's operating income was 11.892 million yuan, 24.189 million yuan, and 18.761 million yuan, respectively, and net profits were -28.1191 million yuan, -22.6685 million yuan, and -4.5059 million yuan, respectively. (2) From 2022 to 2025, the target asset introduced external investors such as Guangzhou Industrial Investment Productivity Venture Capital Partnership (Limited Partnership), Guangzhou Youjiu Equity Investment Center (Limited Partnership), Guangdong Jike Achievement Transformation Venture Capital Fund Partnership (Limited Partnership), and Hu Ganwei through five capital increases. The capital increase prices were 9.33 yuan/registered capital and 9.88 yuan/registered capital. Based on the total consideration paid to relevant counterparties in this transaction, the share consideration obtained by the relevant counterparties is 9.33 yuan/registered capital to 13.65 yuan/registered capital. (3) In October 2024, the target asset's thrombectomy catheter (model TAC5F135S) was found to have "ultraviolet absorbance" not meeting relevant technical requirements during a random inspection. The target asset was ordered to correct this by the Guangzhou Huangpu District Market Supervision Administration and fined 169,500 yuan. The target asset recalled all relevant products in August 2024. (4) The target asset owns 4 authorized invention patents and 11 utility model patents in China, of which 2 invention patents and 6 utility model patents were acquired through succession. As of May 31, 2025, the target asset had 109 employees, including 23 technical R&D personnel, accounting for 21.10% of the total number of employees.