Core Viewpoint - The strategic cooperation between Meinian Health Group and Beijing Guoping Innovation Medical Technology Co., Ltd. aims to establish a health management platform that integrates technology, medical resources, and corporate service needs, focusing on health check-ups, chronic disease rehabilitation, and health management services for individuals and enterprises [1][5]. Group 1: Strategic Cooperation Details - The partnership will leverage Meinian Health's AI technology and expert resources from top-tier hospitals to create personalized health check-up plans [5]. - The collaboration will establish a comprehensive health management loop, utilizing the AI health assistant "Health Xiaomei" to create digital health records for entrepreneurs, facilitating integrated services from health check-ups to follow-ups [5][13]. - The initiative is aligned with the "Healthy China" strategy, aiming to provide robust health management solutions for entrepreneurs, addressing their unique health challenges [5][8]. Group 2: Key Participants and Contributions - Key figures at the signing ceremony included Meinian Health's Vice Chairperson Guo Meiling, President Xu Tao, and Guoping Innovation's Chairman Liu Xiaoming, highlighting the significance of the event [4][10]. - Liu Xiaoming emphasized the need for this cooperation due to the uneven distribution of medical resources in China and the urgent health management needs of entrepreneurs [8][13]. - The partnership is expected to enhance the credibility and professionalism of the health management platform, addressing the health pain points faced by entrepreneurs [8][12]. Group 3: Future Directions and Innovations - Meinian Health plans to continue innovating in the health sector by integrating advanced medical resources and technologies, focusing on specialized health products for various health needs [12][13]. - The health management base will provide a range of services, including emergency medical support, health assessments, and 24/7 dedicated health management teams for entrepreneurs [13]. - This collaboration represents a significant step towards creating a new benchmark in high-end health management services, contributing to the overall health and economic vitality of the entrepreneurial community in China [13].

Core Insights - The collaboration between Meinian Health Group and Beijing Guoping Innovation Medical Technology Co., Ltd. aims to create a health management platform that integrates technology, medical resources, and corporate service needs, focusing on health check-ups, chronic disease rehabilitation, and health management services for enterprises and individuals [1][10] Group 1: Strategic Collaboration - The partnership is marked by a strategic cooperation agreement and the unveiling of the "Guoping Entrepreneur Health Management Base," which focuses on health management for entrepreneurs [12] - The collaboration is driven by four core factors: personal medical experiences, the uneven distribution of medical resources in China, Meinian's established position in health management, and the urgent health challenges faced by entrepreneurs [8][10] Group 2: Health Management Innovations - Meinian Health emphasizes its commitment to high-quality medical standards, aiming to transition health management from basic screening to precise intervention, leveraging big data and AI technologies [6][13] - The "Guoping Entrepreneur Health Management Base" will focus on personalized health screening, comprehensive health management, and high-end medical resource integration, providing tailored health management solutions for entrepreneurs [6][13] Group 3: Health Challenges for Entrepreneurs - The initiative addresses the pressing health challenges faced by entrepreneurs, including the lack of access to quality medical resources and the need for urgent medical care and precise diagnosis [8][13] - The base will offer a range of services, including health assessments, emergency hospitalization coordination, and a dedicated health management team available 24/7, aiming to support entrepreneurs in achieving both health and business success [13]

Investment Rating - The report maintains a "Buy" rating for the company [6] Core Views - The company reported a revenue of 4.109 billion yuan in the first half of 2025, a year-on-year decrease of 2.28%, with a net profit attributable to the parent company of -221 million yuan, down 2.59% year-on-year [1] - The company is focusing on both individual and group health check services, achieving a total of 9.55 million visits, with group check services contributing 67% to revenue [2] - AI-driven products have shown significant growth, with revenue from AI-related products reaching 140 million yuan, a year-on-year increase of 62.36% [2] - The company has expanded its network to 566 branches, including 304 controlled health check branches, maintaining a leading position in the industry [2] - Cost control measures have begun to show results, with sales expenses decreasing by 8.75% year-on-year in the first half of 2025 [3] Financial Performance - The company expects revenues of 10.599 billion yuan, 11.498 billion yuan, and 12.800 billion yuan for 2025, 2026, and 2027 respectively, with year-on-year growth rates of -1.0%, +8.5%, and +11.3% [4] - The net profit attributable to the parent company is projected to be 385 million yuan, 731 million yuan, and 950 million yuan for the same years, reflecting growth rates of +36.4%, +89.8%, and +30.1% [4] - The latest diluted EPS is expected to be 0.10 yuan, 0.19 yuan, and 0.24 yuan for 2025, 2026, and 2027 respectively [5] Market Position - The company has a total market capitalization of approximately 20 billion yuan, with a closing price of 5.11 yuan as of September 19, 2025 [6] - The company operates in the healthcare service industry, focusing on health management and AI integration to enhance operational efficiency [4][6]

Group 1 - The company held its 12th (temporary) meeting of the 9th Board of Directors on September 19, 2025, with all 9 directors present, complying with relevant laws and regulations [2] - The Board approved a supplementary agreement to the profit forecast compensation agreement with Yanji (Shanghai) Enterprise Management Co., Ltd., aimed at protecting the interests of the company and minority shareholders [3][4] - The voting results for the proposal were 6 in favor, 0 against, and 0 abstentions, with related directors abstaining from the vote [4] Group 2 - The 33rd (temporary) meeting of the 8th Supervisory Board was also held on September 19, 2025, with all 3 supervisors present, meeting legal requirements [8] - The Supervisory Board approved the same supplementary agreement regarding the profit forecast compensation, confirming it aligns with the actual situation of both the company and Yanji [9] - The voting results for the Supervisory Board's proposal were unanimous, with 3 votes in favor, 0 against, and 0 abstentions [9] Group 3 - The company plans to acquire various health management companies through a share issuance, including significant stakes in multiple subsidiaries, such as 84% in Hengyang Meinian Health Checkup Center Co., Ltd. and 90% in Feicheng Meinian Health Management Co., Ltd. [13][17] - The company received an inquiry letter from the Shenzhen Stock Exchange regarding the share issuance for asset acquisition on August 22, 2025, and is required to respond to the inquiries before proceeding [14][18] - The revised draft of the asset acquisition report has been updated compared to the previous version disclosed on August 12, 2025, with minor adjustments that do not affect the transaction plan [19]

Core Viewpoint - Meinian Health plans to acquire equity stakes in 15 companies through a share issuance, including significant stakes in Hunan Meinian Health Checkup Center (84%), Ningde Meinian Health Management (81%), and Yantai Meinian Health Checkup Management (75%) [1] Group 1 - The company announced a prompt regarding the review inquiry response for the share issuance to purchase assets and related transactions on September 20, 2025 [1] - The Shenzhen Stock Exchange previously issued an inquiry letter regarding Meinian Health's application for share issuance to purchase assets on August 22, 2025 [1] - The transaction is subject to approval from the Shenzhen Stock Exchange and registration consent from the China Securities Regulatory Commission, indicating uncertainty in the approval timeline [1]

Core Viewpoint - The company aims to enhance its health examination services and resolve industry competition through a share issuance to acquire assets, thereby advancing its "participation and control" strategy [1] Group 1: Financial Overview - As of March 31, 2025, the company's cash balance is 2.299 billion yuan, with goodwill amounting to 5.141 billion yuan, representing 26.75% of total assets. The transaction is expected to add 275 million yuan in goodwill [1] - The company has a clear purpose for its cash reserves, primarily for daily operations, debt repayment, and maintaining liquidity, making the share issuance for asset acquisition reasonable [6] Group 2: Brand Management and Control - The company manages its brands, such as "Meinian Health" and "Aoya," through a structure that includes both wholly-owned and joint-venture health examination centers, with 304 wholly-owned and 262 joint-venture centers as of June 30, 2025 [2] - The company implements a unified management service agreement for joint-venture centers to oversee brand, operations, service quality, and marketing, although violations by these centers could still harm the company's brand value [2] Group 3: Acquisition Strategy and Integration - The acquisition will enhance the company's core health examination business, improving revenue and net profit, while simplifying governance structures and increasing operational efficiency [4] - The company plans to integrate acquired entities into its regional management system, granting management certain authorities to mitigate adverse effects of the acquisition [4] Group 4: Industry Competition and Compliance - The company is actively working to resolve industry competition issues, with commitments from actual controllers and related parties to address these by November 8, 2027, through acquisitions or transfers to unrelated third parties [5] Group 5: Historical Performance and Goodwill Risk - Previous acquisitions of joint-venture health examination centers have been successfully integrated into a unified management framework, with overall positive performance and no impairment of goodwill reported [7] - The estimated additional goodwill from the current transaction is 274.6429 million yuan, with potential risks of goodwill impairment if the acquired assets' performance deteriorates [8]

关于美年大健康产业控股股份有限公司 《申请发行股份购买资产的审核问询函》的 回复 众环专字(2025)0206170号 关于美年大健康产业控股股份有限公司 《申请发行股份购买资产的审核问询函》的回复 众环专字(2025)0206170 号 深圳证券交易所： 中审众环会计师事务所（特殊普通合伙）（以下简称"本所"或"我们"）作为美年大健 康产业控股股份有限公司（以下简称"美年健康"）本次发行股份购买资产暨关联交易的审 计机构，我们对美年大健康产业控股股份有限公司（以下简称"美年健康"）重大资产重组 交易标的武汉美慈奥亚科技管理有限公司、衡阳美年健康体检中心有限公司、三明美年大健 康管理有限公司、连江美年大健康管理有限公司、宁德美年大健康管理有限公司、肥城美年 健康管理有限公司、山东美铭奥亚健康咨询有限公司、沂水美年大健康体检管理有限公司、 德州美年大健康体检管理有限公司、烟台美年福田健康体检管理有限公司、烟台美年大健康 体检管理有限公司、淄博美年大健康管理有限公司、安徽美欣健康管理咨询有限公司、吉林 市昌邑区美年大健康科技管理有限公司、广州花都区美年大健康管理有限公司、郑州美健健 康管理有限公司（16 个公司以 ...

股票代码：002044.SZ 股票简称：美年健康 上市地点：深圳证券交易所 美年大健康产业控股股份有限公司 关于 深圳证券交易所 《关于美年大健康产业控股股份有限公司 申请发行股份购买资产的审核问询函》之 回复 独立财务顾问 二〇二五年九月 深圳证券交易所： 根据深圳证券交易所 2025 年 8 月 22 日出具的《关于美年大健康产业控股股 份有限公司申请发行股份购买资产的审核问询函》（审核函（2025）130013 号） （以下简称"问询函"）的要求，美年大健康产业控股股份有限公司（以下简称 "美年健康"、"上市公司"或"公司"）已会同粤开证券股份有限公司（以下 简称"独立财务顾问"或"粤开证券"）、北京市君泽君律师事务所（以下简称 "君泽君律师"或"君泽君"）、中审众环会计师事务所（特殊普通合伙）（以下 简称"中审众环"）以及金证（上海）资产评估有限公司（以下简称"金证评估"） 等中介机构本着勤勉尽责、诚实守信的原则，对问询函所提出的问题进行了逐项 落实，并按照要求在《美年大健康产业控股股份有限公司发行股份购买资产暨关 联交易报告书（草案）（修订稿）》（以下简称"重组报告书"）中进行了相应的 修订和补充披 ...

粤开证券股份有限公司 关于 美年大健康产业控股股份有限公司 发行股份购买资产 暨关联交易 之 独立财务顾问报告 （修订稿） 独立财务顾问 | | | | 四、对评估方法的适当性、评估假设前提的合理性、重要评估参数取值的 | | --- | | | | 二〇二五年九月 | 目录 …………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… 1 | | --- | | 独立财务顾问声明和承诺 . | | 一、独立财务顾问声明 . | | 二、独立财务顾问承诺 | | 释 义 . | | 重大事项提示 . | | 一、本次交易方案简要介绍 . | | 二、本次交易对上市公司的影响 . | | 三、本次交易尚需履行的决策和审批程序 . | | 四、上市公司的实际控制人及其一致行动人对本次重组的原则性意见,以 | | 及上市公司实际控制人及其一致行动人、董事、监事、高级管理人员自本 | | 次重组预案或重组报告书披露之日 ...

关于美年大健康产业控股股份有限公司 北京市君泽君律师事务所 关于美年大健康产业控股股份有限公司 发行股份购买资产暨关联交易的 补充法律意见书（一） 中国北京东城区金宝街 89 号金宝大厦 11 层 邮政编码：100005 11F, Jinbao Tower, 89 Jinbao Street, Dongcheng District, Beijing 10005, P.R.C. Tel: 861066523388 Fax: 861066523399 Http://www.junzejun.com | 一、 《审核问询函》问题 1:关于交易必要性 - | | --- | | 二、 《审核间询函》问题 2: 关于交易对方 . | | 三、 《审核间询函》问题 3:关于标的资产经营合规性 . | | 四、 《审核问询函》问题 4: 关于业绩承诺 …………………………………………………………………………………………… 51 | 补充法律意见书（一） 北京市君泽君律师事务所 发行股份购买资产暨关联交易的 补充法律意见书（一） 君泽君[2025]证券字 2025-019-5-1 致：美年大健康产业控股股份有限公司 北京市君 ...