美年健康: 公司董事会关于评估机构的独立性、评估假设前提的合理性、评估方法与评估目的的相关性及评估定价的公允性的说明

Core Viewpoint - The company intends to acquire significant equity stakes in multiple health management and medical examination companies through a share issuance, with a focus on ensuring the independence and fairness of the asset evaluation process [1][2][3] Group 1: Transaction Overview - The company plans to purchase 84% of Hunan Meinian Health Examination Center, 81% of Ningde Meinian Health Management, 75% of Yantai Meinian Health Management, and several other stakes in various health management companies [1] - The total stakes being acquired include significant minority interests in several companies, indicating a broad expansion strategy in the health management sector [1] Group 2: Evaluation Process - The company has engaged Jinzheng (Shanghai) Asset Appraisal Co., Ltd. as the asset evaluation agency, which is compliant with the Securities Law and has the necessary qualifications and experience [2] - The evaluation is based on a reference date of March 31, 2025, and aims to assess the total equity value of the target companies [2] Group 3: Evaluation Independence and Assumptions - The evaluation agency is independent, with no existing relationships or conflicts of interest with the company or the transaction parties, ensuring an unbiased assessment [2] - The assumptions set by the evaluation agency are reasonable and comply with national laws and market practices, reflecting the actual conditions of the assets [2] Group 4: Evaluation Methods and Fairness - The evaluation utilized both the income approach and asset-based approach, ultimately relying on the income approach for the final valuation of the equity [3] - The evaluation process adhered to principles of independence, objectivity, and fairness, resulting in a valuation that accurately reflects the market value of the assets as of the evaluation date [3] - The transaction pricing is based on the evaluation results, ensuring fairness and reasonableness, protecting the interests of the company and its minority shareholders [3]