Group 1 - The company announced a merger agreement with MicroPort CardioFlow CRM Limited and the target company, MicroPort Arrhythmia Management, with a transaction value of $680 million [1][2] - The merger will result in the target company becoming an indirect wholly-owned subsidiary of the company, and its financial performance will be consolidated into the company's financial results [1] - The target company specializes in CRM solutions, providing devices to monitor heart information and manage arrhythmias, including treatments for bradycardia and tachyarrhythmias [1] Group 2 - The board believes the transaction aligns with the company's strategic development, aiming to establish a globally influential cardiac product platform [2] - The merger is expected to create synergies that will diversify and expand the company's existing business, particularly in structural heart disease and CRM solutions [2] - The transaction will enhance the company's R&D capabilities, production capacity, distribution channels, and market expansion efforts [2]

Group 1 - The company, HeartLink Medical-B (02160), announced a merger agreement with MicroPort CardioFlow CRM Limited and the target company, MicroPort Medical (00853), to acquire the target company for a valuation of $680 million [1] - The merger will result in the target company becoming an indirect wholly-owned subsidiary of HeartLink Medical, with its financial performance being consolidated into the group's financial results [1] - The target company specializes in CRM solutions, providing devices to monitor cardiac information and manage arrhythmias, including treatments for bradycardia and tachyarrhythmias [1] Group 2 - The board believes the transaction aligns with the group's strategic development, aiming to establish a globally influential cardiac product platform with a diversified product line [2] - The synergies generated from the transaction are expected to enhance and diversify the existing business, particularly strengthening the group's offerings in structural heart disease and CRM solutions [2] - The merger is anticipated to improve the company's R&D capabilities, production capacity, distribution channels, and market expansion efforts [2]

Group 1 - The core transaction involves MicroPort Cardio Flow CRM Limited acquiring CRM Cayman through a merger agreement, with CRM Cayman becoming a wholly-owned subsidiary of MicroPort Cardio Flow upon completion [1][2] - The merger will involve the issuance of new shares at a price of HKD 1.35 per share to CRM Cayman shareholders, with a pre-transaction equity value of CRM Cayman estimated at USD 680 million [1][2] - The merger is strategically aligned with MicroPort Cardio Flow's business development, aiming to establish a global cardiac product platform and enhance its product offerings and capabilities in structural heart disease and arrhythmia management [2] Group 2 - CRM Cayman and its subsidiaries focus on arrhythmia management solutions, providing devices to monitor heart conditions and deliver treatments [2] - MicroPort Cardio Flow specializes in innovative transcatheter solutions for structural heart disease, with products including valve products and left atrial appendage occluders [2] - The merger is expected to create complementary synergies that will diversify and expand MicroPort Cardio Flow's existing business, particularly in research and development, manufacturing, distribution channels, and market expansion [2]

Group 1 - The core point of the announcement is that MicroPort Medical (00853) has entered into a merger agreement to acquire CRM Cayman, which will become a wholly-owned subsidiary of MicroPort CardioFlow upon the merger's effectiveness [1][2] - The merger will involve MicroPort CardioFlow issuing new shares at a price of HKD 1.35 per share to the shareholders of CRM Cayman, including its indirect wholly-owned subsidiary, MicroPort International Corp. Limited [1] - Following the merger, CRM Cayman and its subsidiaries will continue to operate as subsidiaries of MicroPort CardioFlow, enhancing the company's overall structure [1] Group 2 - The merger is aligned with MicroPort CardioFlow's strategic development, aiming to establish a globally positioned cardiac product platform that offers a diverse range of products and product pipelines [2] - The anticipated synergies from the merger are expected to expand and diversify MicroPort CardioFlow's existing business, particularly in enhancing its capabilities in structural heart disease and cardiac rhythm disease solutions [2] - The merger will also improve MicroPort CardioFlow's research and development capabilities, manufacturing capacity, distribution channels, and market expansion efforts [2]

Group 1 - The core point of the announcement is that MicroPort Medical (00853) has entered into a merger agreement to acquire CRM Cayman, which will become a wholly-owned subsidiary of MicroPort CardioFlow upon the merger's effectiveness [1][2] - The acquisition price is set at HKD 1.35 per share for the shareholders of CRM Cayman, including its indirect wholly-owned subsidiary, MicroPort International Corp. Limited [1] - Following the merger, CRM Cayman and its subsidiaries will continue to operate as subsidiaries of MicroPort CardioFlow, enhancing the company's overall structure [1] Group 2 - The merger aligns with MicroPort CardioFlow's strategic development goals, aiming to establish a globally positioned cardiac product platform [2] - This strategic move is expected to diversify MicroPort CardioFlow's product offerings and pipelines, leading to complementary synergies [2] - The anticipated synergies will enhance MicroPort CardioFlow's capabilities in structural heart disease and cardiac rhythm disease solutions, including R&D, manufacturing, distribution channels, and market expansion [2]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚賴該等內 容而引致的任何損失承擔任何責任。 微創醫療科學有限公司* （於開曼群島註冊成立的有限公司） （股份代號：00853） 自願公告 有關擬進行心律管理業務之策略性重組而訂立合併協議 茲提述微創醫療科學有限公司（「本公司」，連同其附屬公司統稱為「本集團」）日期為二零二五年七月 十六日的公告（「該公告」），內容有關本集團心律管理業務之擬議重組。除非文義另有所指外，本公 告所用詞彙與該公告所界定者具有相同涵義。 本公司董事會（「董事會」）欣然宣佈，於二零二五年九月二十九日，CRM Cayman、微創心通及 MicroPort CardioFlow CRM Limited（「合併附屬公司」）訂立了一份合併協議（「合併協議」）。合併附屬 公司為一間於開曼群島註冊成立的獲豁免有限公司，並為微創心通間接全資擁有之附屬公司。 根據合併協議，微創心通將透過合併附屬公司以合併方式收購CRM Cayman。於該合併生效時， CRM Cayman將成為微創心通之間 ...

来源：金杜研究院 在本项目中，金杜作为大冢方的法律顾问，为其提供了高效、一站式的专业法律服务。金杜全程参与了 项目的交易方案设计、法律尽职调查、股权转让过程中的交易文件起草、谈判及签署等各个环节，并协 助完成了本次交易所需的监管审批及交割等事宜。金杜各个团队跨司法辖区、跨专业领域通力协作，充 分体现了金杜的一体化优势和在重大跨境交易中的综合服务能力。本项交易的顺利完成，再次展现了金 杜在医药健康、跨境投资和资本市场等核心业务领域的专业实力和丰富经验。 本项目由金杜上海办公室合伙人陈青东牵头，香港办公室合伙人刘正富、上海办公室合伙人王臻婷主 办，团队成员包括顾问黄慧明、律师龚智彦和沈冠婕。 项目负责人 陈青东 合伙人 上海办公室 chenqingdong@cn.kwm.com 近日，大冢控股株式会社（Otsuka Holdings Co., Ltd.，简称大冢控股）旗下全资子公司大冢医疗器械有 限公司（Otsuka Medical Devices Co., Ltd.）与上海生物医药并购基金等投资方就转让微创医疗科学有限 公司（MicroPort Scientific Corporation，股票代码：00853 ...

Group 1 - The top three companies with the highest short positions as of September 19 are ZTE Corporation (00763) at 15.35%, COSCO Shipping Holdings (01919) at 14.10%, and CATL (03750) at 13.44% [1][2] - The companies with the largest absolute increase in short positions are China Education Holdings (00839) with an increase of 2.61%, Dongfang Electric (01072) with an increase of 2.06%, and Xiexin Technology (03800) also with an increase of 2.06% [1][2] - The companies with the largest absolute decrease in short positions are Hua Hong Semiconductor (01347) with a decrease of -2.52%, Chifeng Jilong Gold Mining (06693) with a decrease of -1.77%, and Laikai Pharmaceutical-B (02105) with a decrease of -1.72% [1][2] Group 2 - The latest short position data shows that ZTE Corporation maintained 116 million shares, COSCO Shipping Holdings had 406 million shares, and CATL had 20.95 million shares [2] - The companies with the largest increase in short positions include China Education Holdings, which rose from 3.73% to 6.33%, and Dongfang Electric, which rose from 7.34% to 9.40% [2] - The companies with the largest decrease in short positions include Hua Hong Semiconductor, which fell from 9.00% to 6.48%, and Chifeng Jilong Gold Mining, which fell from 3.30% to 1.53% [2][3]

Core Viewpoint - The shares of MicroPort group companies have declined significantly, with MicroPort Medical (00853) down 6.8% to HKD 12.59, MicroPort Robotics-B (02252) down 5.29% to HKD 26.52, MicroPort NeuroScience (02172) down 4.46% to HKD 12.21, and HeartLink Medical-B (02160) down 2.34% to HKD 1.25 due to a planned share reduction by major shareholder Otsuka [1] Group 1: Shareholder Actions - Otsuka plans to reduce its holdings by 92.3 million shares at a price range of HKD 12.44 to HKD 12.71 per share, representing a discount of 5.99% to 7.98% compared to the closing price on September 25 of HKD 13.52 [1] - The total cash raised from this share reduction is estimated to be between HKD 11.48 billion and HKD 11.73 billion [1] - There were significant pre-market transactions involving 92.3 million shares at a price of HKD 12.58 per share, amounting to approximately HKD 11.61 billion [1] Group 2: Analyst Insights - Morgan Stanley's recent report indicates that MicroPort Medical faces ongoing domestic regulatory challenges, but it has strong export momentum in surgical robotics, cardiovascular, and vascular intervention businesses [1] - The company is expected to achieve breakeven by 2026, as the obligations related to cardiac rhythm management (CRM) have been resolved and Otsuka has completed its exit [1] - Morgan Stanley has raised the target price for MicroPort Medical from HKD 8.6 to HKD 16, which corresponds to a projected price-to-earnings ratio of approximately 20 times for 2027, while maintaining a "market perform" rating [1]

消息面上，昨日晚间有媒体报道称，微创医疗股东Otsuka(大冢)计划减持9230万股，每股作价12.44- 12.71港元，较9月25日收盘价13.52元折让5.99-7.98%。合计套现11.48-11.73亿港元。值得注意的是，微 创医疗今日盘前现多宗大手成交，涉及9232.37万股，每股作价12.58港元，涉资约11.61亿港元。 智通财经APP获悉，微创系全线走低，截至发稿，微创医疗(00853)跌6.8%，报12.59港元；微创机器人- B(02252)跌5.29%，报26.52港元；微创脑科学(02172)跌4.46%，报12.21港元；心通医疗-B(02160)跌 2.34%，报1.25港元。 摩根士丹利近期发布研报称，微创医疗面临持续的国内监管挑战，但在手术机械人、心血管和血管介入 业务的出口动能强劲，预期2026年有望实现收支平衡；又因心律管理(CRM)义务已解决，主要股东 Otsuka已完成撤出，因此将该股目标价由原先8.6港元上调至16港元，相当于预测2027年市盈率约20 倍。维持"与大市同步"评级。 ...