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]

Core Viewpoint - The independent directors of Meinian Onehealth Healthcare Holdings Co., Ltd. have approved a series of proposals regarding the acquisition of equity stakes in multiple companies through a share issuance, which is expected to enhance the company's business structure and profitability [1][2][3]. Group 1: Approval of Proposals - The independent directors have reviewed and approved the proposal for the company to issue shares for asset acquisition, confirming compliance with relevant laws and regulations [1]. - The transaction plan for issuing shares to purchase assets and related party transactions has been deemed reasonable and operable, benefiting the company's business structure and shareholder interests [2]. - The independent directors have also approved the draft report related to the share issuance for asset acquisition, affirming its compliance with legal requirements [2]. Group 2: Transaction Characteristics - The transaction involves acquiring stakes in 11 companies, including Hengyang Meinian Health Checkup Center Co., Ltd., and minority stakes in 5 subsidiaries, including Zhengzhou Meijian Health Management Co., Ltd. [1]. - The transaction is classified as a related party transaction due to the involvement of a company controlled by the actual controller of Meinian [3]. - It has been confirmed that the transaction does not constitute a major asset restructuring as the assets involved do not exceed 50% of the company's relevant financial metrics [4]. Group 3: Compliance and Procedures - The independent directors have confirmed that the transaction adheres to the regulatory requirements for major asset restructuring and does not involve any recent changes in control [4][5]. - The company has fulfilled all necessary legal procedures and submitted valid legal documents for the transaction [7]. - The evaluation agency selected for the transaction has been deemed independent, and the valuation methods used are considered reasonable and fair [7][9]. Group 4: Financial Aspects - The total transaction price for the equity stakes is approximately 427.78 million yuan [9]. - The company has conducted an analysis of the impact of the transaction on immediate returns and has proposed measures to mitigate any potential dilution of returns [8]. Group 5: Authorization and Future Steps - The board of directors has requested authorization from the shareholders' meeting to handle all matters related to the transaction, including adjustments to the transaction plan and execution of necessary agreements [10].

Core Viewpoint - The adjustment of the transaction plan by Meinian Health does not constitute a significant change to the restructuring plan, as confirmed by the independent financial advisor, Guangdong Kai Securities [2][8]. Group 1: Transaction Details - Meinian Health plans to acquire stakes in several health management companies, including 84.00% of Hengyang Meinian, 81.00% of Ningde Meinian, and 75.00% of Yantai Meinian, among others [1][2]. - The transaction involves a total of 14 companies, with varying ownership percentages, including minority stakes in some [1][2]. Group 2: Adjustments to the Transaction Plan - The transaction plan has been adjusted to exclude certain parties and assets, specifically reducing the number of transaction counterparties and the stakes in specific companies [3][4]. - The adjustments include the removal of Chen Xiaoping, Lin Shuping, and Liu Guanghua as transaction counterparties, and the exclusion of stakes in Xiamen Yincheng Meinian, Anxi Meinian, and Nanning Meiyuan Kang [4][8]. Group 3: Compliance with Regulations - The adjustments made to the transaction plan do not exceed the 20% threshold for significant changes as defined by the relevant regulations, thus not requiring a new shareholder meeting for approval [4][8]. - The independent financial advisor has verified that the changes comply with the regulations set forth in the Major Asset Restructuring Management Measures [4][8].

Core Viewpoint - Meinian Health Industry Holdings Co., Ltd. plans to acquire significant stakes in multiple health management and medical examination companies through a share issuance, indicating a strategic expansion in the health sector [1][2]. Group 1: Transaction Details - The transaction involves the acquisition of 84% of Hengyang Meinian Health Examination Center Co., Ltd., 81% of Ningde Meinian Health Management Co., Ltd., 75% of Yantai Meinian Health Examination Management Co., Ltd., and several other companies with varying ownership percentages [1]. - The stakes being acquired include both majority and minority interests in various health management firms across different regions, showcasing a broad geographic expansion strategy [1]. Group 2: Regulatory Compliance - Guangdong Securities Co., Ltd. conducted an independent review and confirmed that the involved parties do not face any regulatory issues related to insider trading or administrative penalties in the last 36 months, ensuring compliance with relevant regulations [2]. - The review concluded that the transaction does not violate any provisions outlined in the "Guidelines for Major Asset Restructuring of Listed Companies" and "Self-Regulatory Guidelines for Listed Companies" [2].

营所需的相应资质，标的资产的过户不涉及立项、环保、行业准入、用地、规划、 建设施工等有关报批事项。本次交易涉及的有关审批事项已在本报告书中详细披 露，并对本次交易无法获得批准或核准的风险作出了特别提示; 转让的情形；标的公司不存在出资不实或者影响其合法存续的情况，在相关法律 程序和先决条件得到适当履行和满足的情形下，标的资产过户至公司名下不存在 实质性法律障碍； 与关联人保持独立，符合中国证监会关于上市公司独立性的相关规定。本次交易 有利于提高公司资产的完整性，有利于公司在人员、采购、生产、销售、知识产 权等方面继续保持独立； 大不利变化；有利于上市公司突出主业、增强抗风险能力；有利于上市公司增强 独立性，不会导致新增重大不利影响的同业竞争，以及严重影响独立性或者显失 公平的关联交易。 粤开证券股份有限公司 关于本次交易符合《上市公司监管指引第 9 号——上市公 司筹划和实施重大资产重组的监管要求》第四条规定的核 查意见 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"） 拟通过发行股份的方式购买衡阳美年健康体检中心有限公司84.00%股权、宁德美 年大健康管理有限公司81.00%股权、烟台 ...

Group 1 - The asset evaluation report is prepared based on the Chinese Asset Evaluation Standards and aims to assess the value of the entire equity of Wuhan Meici Aoya Technology Management Co., Ltd. for the purpose of issuing shares to purchase assets by Meinian Health Industry Holdings Co., Ltd. [1][2] - The evaluation was conducted by Jinzheng (Shanghai) Asset Evaluation Co., Ltd. using the income method and asset-based method, with a market value assessment date of March 31, 2025 [5][7]. - The assessed market value of the entire equity of the evaluated unit is RMB 83 million (8,300.00 million) as of the evaluation base date [7][28]. Group 2 - The evaluated unit, Wuhan Meici Aoya Technology Management Co., Ltd., was established in December 2017 and focuses on health check-ups, health consulting, and management services [9][10]. - The company has a registered capital of RMB 80.8276 million and operates in Wuhan, with its business scope including medical services and health consulting [9][10]. - The financial status of the evaluated unit shows total assets of RMB 56.89 million, total liabilities of RMB 37.31 million, and total equity of RMB 19.58 million as of March 31, 2025 [28][29]. Group 3 - The evaluation report indicates that the assessed unit's main assets include current assets, fixed assets, intangible assets, and other non-current assets, with fixed assets comprising 1,510 pieces of equipment valued at RMB 29.66 million [29]. - The company has established branches and offers a range of health check-up products tailored to different age groups, addressing common health issues [17][21]. - The revenue model includes income from health check-up services, with a focus on both group and individual clients, and the company aims to provide a comprehensive health management solution [24][25].

Group 1 - The Beijing Municipal Government has released 96 local standards, including 69 new and 27 revised standards, aimed at improving various sectors [1] - The "Health Examination Quality Control Specification" is the first health examination standard collaboratively developed by Beijing, Tianjin, and Hebei, focusing on quality control in health examination services [1] - The standard emphasizes comprehensive quality control throughout the health examination process, including pre-examination, during examination, and post-examination phases, enhancing service quality and safety in the region [1] Group 2 - The "Electric Vehicle Charging Infrastructure Planning and Design Standard" mandates that 100% of new residential projects must include charging infrastructure, optimizing the planning and design of charging facilities [2] - This standard aims to improve the efficiency of parking resources and charging facilities by aligning charging characteristics with travel patterns in different public building contexts [2] - The "Food Safety Management Specification for Large Events" clarifies the responsibilities of organizing units, food suppliers, and inspection agencies, providing a scientific and standardized approach to food safety management for large events in Beijing [2] Group 3 - The "Administrative Mediation Service Specification for Consumer Disputes" is the first local standard in China addressing administrative mediation for consumer disputes, detailing service requirements and processes [3] - This standard aims to enhance the efficiency of mediation services and improve the enforcement level of market regulation, contributing to a better consumer environment in Beijing [3] - The "Technical Requirements for Indoor Emergency Shelters in Primary and Secondary Schools" outlines the conversion of schools into emergency shelters without disrupting educational functions, promoting standardized emergency management practices [3]

Core Viewpoint - The health management industry in China has shown significant growth over the past two decades, with increasing market demand driven by the public's awareness and self-management of health. The market size is projected to reach 12,555.2 billion yuan in 2024 and approximately 13,225.5 billion yuan in 2025, indicating a robust growth trajectory [1][6][21]. Industry Definition and Necessity - Health management is defined as a comprehensive monitoring and evaluation of individual or group health, providing consultation and intervention to improve health levels. It originated in the late 1950s in the United States, focusing on controlling disease occurrence and reducing medical expenses [2][3][4]. Current Development Status - The health management industry in China has achieved remarkable results, with a projected market size of 12,555.2 billion yuan in 2024, and expected growth to 13,225.5 billion yuan in 2025. The demand for health management services continues to rise as public awareness increases [6][8]. Market Structure - In 2024, the health management market structure is expected to consist of 20.58% from health check-ups, 74.48% from health insurance premiums, and 4.94% from other services. By 2025, these figures are projected to shift to 21.38%, 73.18%, and 5.44%, respectively [8]. Industry Chain - The health management industry chain includes upstream suppliers of software, medical devices, and health monitoring tools, midstream health check-up institutions, and downstream health consulting services targeting individuals, corporate employees, and government agencies [10]. Development Environment and Policies - The concept of health management was introduced in China in the late 20th century, gaining traction with government initiatives like the "Healthy China 2020" strategy. Various policies have been implemented to support the development of the health management industry, emphasizing the importance of health services in economic transformation [12][14]. Competitive Landscape - The health management industry in China is characterized by intense competition, with major players including Meinian Health, Ruici Medical, and various tech companies like Xiaomi and Huawei. The market is diverse, catering to different demographic groups and health management needs [15][17]. Key Companies - Meinian Health focuses on health check-ups and integrates health consulting and intervention services, achieving a revenue of 10.702 billion yuan and a net profit of 282 million yuan in 2024 [17]. - Ruici Medical, a leading health check-up chain, reported a revenue of 2.924 billion yuan and a net profit of 297 million yuan in 2024, emphasizing customized health check-up services [19]. Development Recommendations - The health management industry should focus on building a comprehensive system that includes public hospitals, private chains, and online platforms to enhance service delivery. There is a need for specialized talent in health management, and public awareness campaigns should be intensified to promote health management practices [21][22][25].

Group 1 - The city has released 96 local standards, including 69 new and 27 revised standards, aimed at enhancing digital economy and urban safety [1][2] - The newly established "Automated Driving Map Data Exchange and Service Interface Specification" fills a gap in domestic standards for automated driving map data sharing, facilitating efficient data sharing among map providers, car manufacturers, and users [1] - The revised "Electric Vehicle Charging Infrastructure Planning and Design Standards" mandates 100% construction of charging infrastructure in new residential projects, optimizing charging facility requirements for various public buildings [2] Group 2 - The "Information Security Technology Requirements for Protection and Assessment of Important Information Infrastructure" is the first local standard in the city focusing on the security of important information infrastructure, proposing enhanced security measures [1] - The revised "Residential Property Service Standards" introduces rigid and flexible indicators for service quality, allowing homeowners to select standards based on their needs, promoting personalized property management services [2] - New standards include the first health examination quality control specification in the Beijing-Tianjin-Hebei region and the first local standard for medical security at large events [3]

Core Viewpoint - The 2025 Beijing Health Report, released by iKang Group in collaboration with the Beijing News, aims to analyze health data from nearly 1.5 million individuals who underwent health check-ups, highlighting key health issues and risks faced by Beijing residents [1][2]. Group 1: Health Status Overview - The report provides a comprehensive analysis of the health status of Beijing's population, focusing on various health risks and the prevalence of diseases such as cancer, obesity, and metabolic disorders [5][6]. - It emphasizes the importance of regular health check-ups and early detection of diseases, particularly cancer, which has seen a rising incidence among younger populations [6][12]. Group 2: Cancer Statistics - In the past year, 1,535 individuals were diagnosed with cancer among the health check-up population, indicating a cancer detection rate of 2.30 per 1,000 participants, up from 1.04 per 1,000 [6][7]. - Thyroid cancer was the most frequently detected, with a detection rate of 48%, while breast cancer cases included a notable instance of male breast cancer [6][7]. Group 3: Health Risks and Conditions - The report identifies several prevalent health issues, including obesity, with nearly 70% of male participants showing increased body mass index (BMI), and over 50% of the population suffering from osteoporosis [10][11]. - Thyroid nodules were reported in over 57% of female participants, indicating a significant health concern among women in Beijing [12][13]. Group 4: Technological Integration in Health Management - iKang Group has integrated artificial intelligence into health management, offering personalized health assessments and recommendations through its AI health manager, iKKie [17][24]. - The AI-driven approach aims to enhance the efficiency of health screenings and provide tailored health management solutions for individuals [17][24].