提示性公告 证券代码：301033 证券简称：迈普医学 公告编号：2025-036 广州迈普再生医学科技股份有限公司 关于发行股份及支付现金购买资产并募集配套资金 暨关联交易事项的一般风险提示暨公司股票复牌 的提示性公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完 整，没有虚假记载、误导性陈述或重大遗漏。 特别提示： 广州迈普再生医学科技股份有限公司（证券简称：迈普医学，证 券代码：301033）将于 2025 年 6 月 6 日（星期五）开市起复牌。 一、公司股票停牌情况 广州迈普再生医学科技股份有限公司（以下简称"公司"）拟筹 划发行股份及支付现金购买广州易介医疗科技有限公司 100%股权并 募集配套资金暨关联交易事项（以下简称"本次交易"）。因有关事 项尚存不确定性，为了维护投资者利益，避免对公司证券交易造成重 大影响，根据深圳证券交易所的相关规定，经公司申请，公司股票（证 券简称：迈普医学，证券代码：301033）自 2025 年 5 月 22 日（星期 四）开市时起开始停牌。公司预计在不超过 10 个交易日的时间内披 露本次交易方案，具体内容详见公司 2025 年 5 月 22 日刊登于 ...

发行股份及支付现金购买资产并募集配套资金 暨关联交易预案 | 项目 | 交易对方 | | --- | --- | | 购买资产交易对方 | 广州泽新医疗科技有限公司等 名交易对方 10 | | 募集配套资金认购方 | 袁玉宇 | 二〇二五年六月 广州迈普再生医学科技股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易预案 证券代码：301033 证券简称：迈普医学 上市地点：深圳证券交易所 广州迈普再生医学科技股份有限公司 本次交易完成后，本公司经营与收益变化由本公司自行负责；因本次交易引致的 投资风险，由投资者自行负责。 投资者在评价本次交易事项时，除本预案及其摘要内容以及同时披露的相关文件 外，还应认真考虑本预案及其摘要披露的各项风险因素。投资者若对本预案存在任何 疑问，应咨询自己的股票经纪人、律师、会计师或其他专业顾问。 上市公司声明 本公司、控股股东、全体董事、监事、高级管理人员保证本预案内容及其摘要内 容的真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏。如因提供的信息、 出具的说明及确认存在虚假记载、误导性陈述或重大遗漏，给投资者造成损失的，将 依法承担相应法律责任。 本公司、控股 ...

证券代码：301033 证券简称：迈普医学 上市地点：深圳证券交易所 广州迈普再生医学科技股份有限公司 发行股份及支付现金购买资产并募集配套资金 暨关联交易预案（摘要） | 项目 | 交易对方 | | --- | --- | | 购买资产交易对方 | 广州泽新医疗科技有限公司等 名交易对方 10 | | 募集配套资金认购方 | 袁玉宇 | 二〇二五年六月 广州迈普再生医学科技股份有限公司发行股份及支付现金购买资产并募集配套资金暨关联交易预案（摘要） 上市公司声明 本公司、控股股东、全体董事、监事、高级管理人员保证预案内容及其摘要内容的 真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏。如因提供的信息、出具 的说明及确认存在虚假记载、误导性陈述或重大遗漏，给投资者造成损失的，将依法承 担相应法律责任。 本公司、控股股东、全体董事、监事、高级管理人员承诺：如本人在本次交易所披 露或提供的信息涉嫌虚假记载、误导性陈述或者重大遗漏，被司法机关立案侦查或者 被中国证监会立案调查的，在形成调查结论以前，不转让在上市公司拥有权益的股份 （如有，下同），并于收到立案稽查通知的两个交易日内将暂停转让的书面申请和股票 账户 ...

Core Viewpoint - The company Maipu Medical is planning to acquire at least 51% of the shares of Guangzhou Yijie Medical Technology Co., Ltd. through a combination of share issuance and cash payment, along with raising supporting funds [1] Group 1: Acquisition Details - Yijie Medical and Maipu Medical share the same actual controller, Yuan Yuyu, who holds 59.19% of Yijie Medical's shares indirectly through various enterprises [1] - Starting from May 2024, Yuan Yuyu will also serve as the chairman of Yijie Medical [1] Group 2: Business Development - Yijie Medical has rapidly developed its neurointerventional business, with a broad range of products for stroke treatment, including ischemic, hemorrhagic, and access products [2] - The first product was approved in 2022, and by May 2025, a total of 12 products are expected to be approved [2] - Yijie Medical is one of the first domestic brands to receive approval for neurointerventional access catheters for radial access indications [2] Group 3: Market Potential - Maipu Medical's core business focuses on neurosurgical repair, and Yijie Medical currently covers over 300 hospitals [3] - In 2024, Yijie Medical is projected to generate a main business revenue of 24.41 million yuan, with a loss of 28.29 million yuan [3] - The acquisition is expected to enhance Yijie Medical's market penetration through Maipu Medical's established channels [3] Group 4: Investment Outlook - Maipu Medical has strong product and channel advantages in the neurosurgical repair field, and the acquisition of Yijie Medical will allow entry into the neurointerventional market [4] - The synergy between Yijie Medical and Maipu Medical's existing business matrix is anticipated to drive new performance growth [4] - Revenue projections for Maipu Medical from 2025 to 2027 are 343 million, 424 million, and 531 million yuan, with corresponding net profits of 97 million, 121 million, and 154 million yuan [4] - The expected EPS for 2025, 2026, and 2027 are 1.46, 1.82, and 2.32 yuan, with PE ratios of 43.93, 35.28, and 27.70 times respectively [4]

Core Points - The announcement details the amendments to the Articles of Association of Guangzhou Maipu Regenerative Medicine Technology Co., Ltd. [2][3] - The amendments require approval from the shareholders' meeting [2][3] Summary by Sections Article Amendments - The first article now emphasizes the protection of the legal rights of shareholders, employees, and creditors [2][3] - The legal representative of the company is now designated as the chairman [3] - The company’s registered address remains unchanged [2][3] Shareholder Rights and Responsibilities - Shareholders can sue the company’s directors, supervisors, and senior management [5] - The rights of shareholders are protected, ensuring equal rights for shares of the same category [5][6] Capital and Share Issuance - The company’s total capital stock has increased to 66,519,431 shares after the issuance of restricted stock [4] - The company can increase capital through various methods, including public and private placements [6] Share Repurchase Regulations - The company is restricted from repurchasing its shares except under specific conditions [6][7] - Share repurchases must be approved by the shareholders' meeting or the board of directors [6][7] Governance and Decision-Making - The shareholders' meeting is the authority for major decisions, including changes to the Articles of Association and financial matters [27][28] - The board of directors must submit certain decisions to the shareholders' meeting for approval [29][30] Related Party Transactions and Control - The controlling shareholders must maintain independence in operations and finances [23][25] - There are strict regulations against the misuse of control by major shareholders [25][26]

Group 1 - The company is planning to issue shares and pay cash to acquire at least 51% of Guangzhou Yijie Medical Technology Co., Ltd. and raise supporting funds through related party transactions [2][3] - The company's stock will be suspended from trading starting May 22, 2025, for no more than 10 trading days due to uncertainties surrounding the transaction [2] - The company is actively advancing communication and negotiation regarding the transaction, with specific plans still being refined [3] Group 2 - During the suspension period, the company will fulfill its information disclosure obligations based on the progress of the transaction and will apply for the resumption of trading as soon as possible [3] - The transaction remains highly uncertain, and investors are advised to be cautious regarding investment risks [3]

Core Points - The document outlines the share repurchase management system of Guangzhou Maipu Regenerative Medicine Technology Co., Ltd, aiming to standardize share repurchase behavior, maintain market order, and protect the rights of investors and the company [1][2]. Group 1: General Principles - The share repurchase management system is established based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1]. - The company must ensure that share repurchases do not harm the legitimate rights and interests of shareholders and creditors, and must establish effective internal control systems [3][4]. Group 2: Conditions for Share Repurchase - The company can repurchase shares under specific circumstances, such as reducing registered capital, employee stock ownership plans, or when the stock price falls below certain thresholds [2][3]. - Conditions for repurchase include the stock being listed for at least six months and the company having no major legal violations in the past year [10]. Group 3: Implementation Procedures - The board of directors must carefully evaluate the company's financial status and ensure that the repurchase plan aligns with the company's actual financial situation [4][27]. - The repurchase plan must include details such as the purpose, method, price range, and funding sources [33][20]. Group 4: Disclosure Requirements - The company must disclose the repurchase plan and any changes to it, ensuring transparency with shareholders and regulatory bodies [36][38]. - Regular updates on the progress of the repurchase must be provided, including the number of shares repurchased and the total amount spent [36][29]. Group 5: Handling of Repurchased Shares - Repurchased shares must be handled according to the disclosed purposes, either being canceled or transferred as per legal requirements [40][46]. - The company must notify creditors if it plans to cancel repurchased shares [18].

General Principles - The rules aim to standardize the behavior of Guangzhou Maipu Regenerative Medicine Technology Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2][3] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][2] Shareholder Meeting Types - Shareholder meetings are categorized into annual and temporary meetings, with annual meetings held within six months after the end of the previous fiscal year [2][3] - Temporary meetings must be convened within two months of certain events, such as insufficient board members or significant losses [2][3] Meeting Convening Procedures - The board of directors is responsible for convening meetings within the specified timeframe and must respond to requests from independent directors or shareholders holding over 10% of shares [4][6] - If the board fails to convene a meeting, the audit committee or shareholders can initiate the meeting [6][7] Proposal and Notification - Proposals must fall within the scope of the shareholder meeting's authority and be submitted in writing at least ten days before the meeting [10][11] - Notifications must include meeting details and be sent out 20 days prior for annual meetings and 15 days for temporary meetings [16][17] Meeting Conduct - Meetings can be held in person or via electronic means, and shareholders must be allowed to participate and vote [14][16] - The meeting must be presided over by the chairman or a designated representative if the chairman is unavailable [28][29] Voting and Resolutions - Voting must be conducted transparently, with results announced immediately after the vote [39][40] - Resolutions must be documented and disclosed promptly, including details of attendance and voting results [40][41] Record Keeping - Meeting records must include essential details such as time, location, attendees, and voting outcomes, and must be preserved for at least ten years [46][27] Compliance and Amendments - The rules must comply with national laws and regulations, and any conflicts will defer to higher legal standards [48][49] - The rules take effect upon approval by the shareholder meeting [50]

General Principles - The implementation rules for the Nomination Committee of Guangzhou Maipu Regenerative Medicine Technology Co., Ltd. aim to standardize the selection and recruitment process for senior management and optimize the composition of the board and senior management [1][2] - The Nomination Committee is established as a specialized working body under the board of directors, responsible for researching selection criteria and procedures for directors and senior management, as well as reviewing their qualifications [1][2] Composition of Members - The Nomination Committee consists of three directors, with independent directors making up more than half of the committee [2][3] - The members are nominated by the chairman, more than half of the independent directors, or one-third of all directors, and elected by the board [2][3] - The committee has a convener who is elected from among the independent directors and approved by the board [2][3] Responsibilities and Authority - The main responsibilities of the Nomination Committee include researching selection criteria for directors and senior management, selecting qualified candidates, and reviewing their qualifications [3][4] - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management, as well as other matters as authorized by the board [3][4] Decision-Making Procedures - The selection process for directors and senior management involves communication with relevant departments, gathering candidate information, and conducting qualification reviews [5][6] - The committee must seek the consent of nominated individuals before considering them as candidates [5][6] Meeting Rules - The Nomination Committee holds meetings as needed, with a requirement for at least two-thirds of members to be present for decisions [6][7] - Decisions are made by majority vote, and meeting records must be kept for at least ten years [6][7] Supplementary Provisions - The implementation rules take effect upon approval by the board and are subject to revision in accordance with national laws and regulations [8]

Group 1 - The board of directors of Guangzhou Maipu Regenerative Medicine Technology Co., Ltd. held its ninth meeting of the third session on May 28, 2025, with all nine directors present [2][3] - The meeting approved the proposal to amend the company's articles of association and related rules to enhance corporate governance and compliance with relevant laws [2][3] - The board also approved the proposal to revise and establish related systems to further improve the company's governance framework [3][4] Group 2 - The company plans to hold its first extraordinary general meeting of shareholders for 2025 on June 13, 2025, to review matters requiring shareholder approval [4] - All proposals passed with unanimous support, with 9 votes in favor and no votes against or abstaining [3][4]