北京市中伦（广州）律师事务所 关于广州迈普再生医学科技股份有限公司 2025 年第一次临时股东大会 关于广州迈普再生医学科技股份有限公司 2025 年第一次临时股东大会 的法律意见书 致：广州迈普再生医学科技股份有限公司 北京市中伦（广州）律师事务所（以下简称"本所"）接受广州迈普再生医 学科技股份有限公司（以下简称"公司"）委托，指派孙巧芬律师和曾思律师（以 下简称"本所律师"）对公司 2025 年第一次临时股东大会（以下简称"本次股 东大会"）的合法性进行见证并出具法律意见。 的法律意见书 二〇二五年六月 北京市中伦（广州）律师事务所 本所及本所律师依据《中华人民共和国证券法》（以下简称"《证券法》"）、 《律师事务所从事证券法律业务管理办法》和《律师事务所证券法律业务执业规 则（试行）》等规定及本法律意见书出具日以前已经发生或者存在的事实，严格 履行了法定职责，遵循了勤勉尽责和诚实信用原则，进行了充分的核查验证，保 证本法律意见所认定的事实真实、准确、完整，所发表的结论性意见合法、准确， 不存在虚假记载、误导性陈述或者重大遗漏，并承担相应法律责任。 本法律意见书根据《中华人民共和国公司法》（以下简称"《 ...

Group 1 - Multiple pharmaceutical and technology stocks have seen increased holdings from active equity funds due to recent corporate actions such as restructuring and buybacks [1][6] - MaiPu Medical announced a plan to acquire 100% of YiJie Medical, focusing on expanding its business in the neurointerventional medical device sector [2] - The healthcare sector is experiencing a rebound, with active interest from public fund managers in companies like MaiPu Medical, which has seen significant attention from various fund managers during investor relations activities [2][3] Group 2 - The performance of the healthcare sector has been strong, with the China Europe Medical Health fund increasing by 11.6% year-to-date, while the China Europe Medical Innovation fund has surged by 37.34% [3] - The increase in fund performance is attributed to strategic investments in Hong Kong-listed pharmaceutical stocks and successful positioning in high-performing stocks like BaiLi TianHeng [3] - The medical device sector is expected to continue its recovery, supported by a resurgence in domestic bidding and inventory digestion, which will positively impact company performance [4] Group 3 - Recent buyback announcements from companies like BeiFang LongChuang and GuDeWei indicate a trend of active equity funds maintaining or increasing their holdings in high-tech stocks [6] - Specific funds, such as YongYing RuiJian and YongYing KeJi, have been noted for increasing their stakes in companies like BeiFang LongChuang [6] - Some companies, like Shandong GaoSu, have experienced reductions in fund holdings, indicating a mixed sentiment among fund managers [7]

Group 1: Fundraising and Investment Trends - Several new pharmaceutical-themed funds have shortened their fundraising periods due to rapid stock price increases in innovative drugs, with some funds ending their fundraising early, such as the Dongfang Alpha Health Industry Fund, which closed on June 10 instead of June 13 [1] - The Ping An Hong Kong Stock Connect Medical Innovation Selected Fund also announced an early closure of its fundraising, originally set to end on June 25 [1] Group 2: Bond Fund Restrictions - Over ten public fund institutions, including China Merchants Fund and Dongfang Fund, announced restrictions on large subscriptions for certain bond funds, with varying limits on subscription amounts [2] - For instance, the Dongfang Zhenyu Bond Fund has a subscription limit of 10,000 yuan, while several funds under ICBC Credit Suisse have a limit of 10 million yuan for institutional investors starting June 11 [2] Group 3: Fund Performance Recovery - More than 60% of actively managed equity funds have recovered from previous performance declines, driven by sectors such as innovative drugs, new consumption, gold, and AI, with some funds seeing net value rebounds of over 30% in the past two months [4] - Funds like Changcheng Pharmaceutical Industry Selected A and Zhonghang Preferred Navigation A have shown significant performance improvements, with year-to-date returns exceeding 70% [4] Group 4: New Fund Share Classes - Public funds have been increasingly announcing the addition of new "niche" share classes, such as E shares for Ping An CSI A50 ETF and D shares for Jiahe Panheng Bond Fund, indicating a trend towards diversifying fund offerings [5] - The increase in "niche" share classes, particularly for fixed-income and index products, contrasts with the more common addition of B and C shares in the past [5] Group 5: Market Activity and ETF Performance - On June 11, the market experienced a rebound, with the Shanghai Composite Index rising by 0.52% and the Shenzhen Component Index by 0.83%, while the total trading volume was 1.26 trillion yuan, down by 159.9 billion yuan from the previous trading day [8] - Sectors such as rare metals and gaming saw significant gains, while biopharmaceuticals and communication services faced declines [8][9]

Core Viewpoint - Recent disclosures from several listed companies, including Northern Long Dragon, Goodway, Maipu Medical, and Nengke Technology, reveal significant changes in their top ten shareholders, indicating notable adjustments by well-known fund managers [2][3][4][5]. Group 1: Fund Manager Adjustments - Northern Long Dragon's announcement on June 10 shows that as of May 23, fund manager Li Wenbin's managed funds, Yongying Ruijian and Yongying Technology Driven, increased their holdings in the company compared to the end of Q1 [3]. - Goodway's June 7 announcement indicates that as of June 3, fund manager Zheng Chengran's fund, Guangfa High-end Manufacturing, significantly increased its holdings to 6.1976 million shares, while HSBC Jintrust Low Carbon Pioneer maintained its position [4]. - Maipu Medical's June 6 announcement reveals that as of May 21, fund manager Ge Lan's fund, China Europe Medical Health, appeared in the top ten shareholders with 2.4396 million shares, suggesting a substantial increase in holdings this year [3]. - Nengke Technology's May 31 announcement shows that as of May 27, several funds, including Huaxia Industry Prosperity and Jiao Yin Schroder Advanced Manufacturing, entered the top ten shareholders, with no change in Huaxia's holdings [4]. Group 2: Market Valuation and Trends - According to Fortune Fund, the market is currently at a valuation level near the central point since 2010, with potential for further valuation recovery as policies take effect and economic resilience is demonstrated [6]. - The recent activity in the innovative drug sector, supported by significant orders from several companies, indicates a positive trend, with domestic innovative drugs showing unexpected progress under policy support [7][8]. - Wan Jia Fund's manager predicts a market characterized by oscillation between upper resistance and lower support, with an increased risk appetite and potential for structural opportunities [8].

Group 1: Company Overview - Guangzhou Maipu Regenerative Medicine Technology Co., Ltd. focuses on high-performance implantable medical devices, specifically in the neurosurgery field, offering products such as artificial dura mater patches and absorbable regenerative oxidized cellulose [2][3] - The company aims to become a platform-based medical device enterprise providing comprehensive solutions for customers, entering the global high-end market [3] Group 2: Mergers and Acquisitions - The acquisition of Yijie Medical is part of the company's strategy for both organic growth and external expansion, aiming to diversify its product matrix and extend its biocomposite material technology into the interventional field [3] - The completion of the acquisition is subject to regulatory approvals, and the operational performance of the target company is not expected to impact the listed company until the transaction is finalized [3] Group 3: Market Trends and Product Development - The market for cranial and facial repair and fixation products in China is projected to reach CNY 1.75 billion in 2023, with a compound annual growth rate (CAGR) of 15.3% from 2018 to 2023 [5] - The company's cranial and facial repair and fixation system achieved sales revenue of CNY 79.8963 million in 2024, representing a year-on-year growth of 31.05% [5] Group 4: Product Innovations - PEEK material is becoming the preferred alternative to titanium due to its superior properties, and the company’s craniofacial repair and fixation system is one of the few domestic products utilizing PEEK [5] - The target company has developed the first thin-walled radial artery support catheter in China, which features a 2.5mm outer diameter, 10% smaller than existing products, enhancing its ability to address challenging lesions [8]

Core Viewpoint - The article highlights the rampant insider trading in the A-share market, indicating that the frequency and audacity of such activities have reached unprecedented levels, overshadowing previous regulatory efforts [3][22]. Group 1: Instances of Pre-announcement Price Surge - Guokewi announced on June 6 its intention to acquire 94.366% of Zhongxin Ningbo's equity, leading to a 20% price surge on May 20, just before the announcement [5]. - Shangluo Electronics saw a 22.82% increase over four trading days prior to its announcement on June 4 regarding the acquisition of Guangzhou Ligong Technology [6]. - Bangji Technology's stock price surged on June 4 before announcing its acquisition plans [7]. - ST Jinbi experienced a 7.13% increase in the two trading days leading up to its announcement on June 4 regarding a share transfer [8]. - Huamao Technology's stock rose by 11.16% in the three trading days before its June 4 announcement of acquiring Shenzhen Fuchuang Youyue Technology [9]. Group 2: Long-term Price Increases Before Major Announcements - Honghui Fruits and Vegetables saw a 38.14% increase from April 1 to June 6, despite only a 2.97% rise on the announcement day [23]. - Maipu Medical's stock surged over 69.61% from April 7 to May 21, with significant increases noted before its announcement [23]. - Haitai Development's stock rose by 73.84% from April 7 to June 5, despite only a 1.73% increase on the announcement day [23]. - Feiyada's stock increased by 50.76% in May, with multiple days of over 9% gains leading up to its announcement on June 4 [23]. Group 3: Techniques of Insider Trading - The article discusses the strategy of creating false market signals to mislead investors, as seen in the case of Qunxing Toys, which experienced a sudden surge in trading volume before announcing a major asset restructuring [29]. - The practice of buying shares before creating favorable news is highlighted, with examples such as Diou Home, where the actual controller's shareholding was transferred to a related party [31]. - The article notes that insider trading is often concealed effectively, making it difficult for regulatory bodies to detect [34]. Group 4: Regulatory Challenges - The article emphasizes that even significant price increases do not necessarily trigger regulatory scrutiny, as companies can claim no insider information was leaked [36][38]. - Instances of companies reporting substantial price increases before announcements without facing consequences illustrate the challenges in enforcing regulations [40][41].

Core Viewpoint - The company Maipu Medical (301033.SZ) is planning its first asset restructuring post-IPO by acquiring 100% equity of Guangzhou Yijie Medical Technology Co., Ltd. to expand its product offerings and enhance its global strategy [1][3]. Financial Performance - In 2024, Maipu Medical is projected to achieve revenue of 278 million yuan, a year-on-year increase of 20.61%, and a net profit of 78.85 million yuan, up 92.9% [1][8]. - The company's overseas revenue is expected to reach 56.69 million yuan, reflecting a 13.28% increase, accounting for 20.36% of total revenue [1][8]. Acquisition Details - The acquisition will be financed through a combination of share issuance and cash payment, with the controlling shareholder, Yuan Yuyu, participating in the fundraising [1][3]. - The target company, Yijie Medical, is currently unprofitable, with projected losses of 29.51 million yuan in 2023 and 26.16 million yuan in 2024 [1][4]. Strategic Rationale - Maipu Medical aims to leverage the acquisition to diversify its product matrix and enhance its market presence in the neurovascular intervention sector [6][7]. - The target company has 11 products on the market, including 8 Class III and 3 Class II medical devices, with 2 FDA registrations, which aligns with Maipu Medical's existing product lines [6][7]. Market Position - Maipu Medical is recognized as the only domestic company with a comprehensive range of neuro-surgical implantable medical devices, covering critical needs in cranial surgery [6]. - The company has established partnerships with nearly 1,000 distributors and its products are available in around 2,000 hospitals domestically, with a market presence in over 100 countries [8].

Industry Investment Rating - The industry investment rating is "Outperform the Market" and is maintained [2]. Core Viewpoints - The report emphasizes that policy support for listed companies through mergers and acquisitions is crucial for high-quality development, leading to ongoing industry consolidation [5][14]. - The pharmaceutical and biotechnology sector has shown a weekly increase of 1.13%, outperforming the CSI 300 index by 0.25 percentage points, ranking 17th among 31 sub-industries [7][18]. Summary by Sections 1. Weekly Viewpoint - The report highlights that recent policies have improved regulatory inclusiveness and relaxed competition restrictions, facilitating mergers and acquisitions [14]. - Companies like Maipu Medical and Pilin Bio have announced plans for mergers and acquisitions, which are expected to enhance their technological capabilities and market positions [6][15]. 2. Subsector Performance - The pharmaceutical sector's sub-indices all recorded gains, with the raw materials and blood products sectors leading with a 2.89% increase [7][22]. - The report suggests that the medical device sector has significant room for valuation growth, with a current P/E ratio of 37.55, below its historical average [26]. 3. Recommended and Beneficiary Stocks - Recommended stocks include Yingke Medical, Maipu Medical, and Yihe Jiaye, among others [8]. - Beneficiary stocks identified are Shanhaishan, Yirui Technology, and Lianying Medical [27]. 4. Detailed Subsector Analysis - **Medical Devices**: The sector is expected to benefit from policies promoting equipment upgrades and procurement, with a focus on AI applications in imaging and surgery [26]. - **Medical Consumables**: The sector is projected to see steady growth as high-value consumables approach the end of their procurement cycle [29]. - **IVD Sector**: The report notes a 2.00% increase in the IVD sector, with a focus on AI-assisted diagnostics [30]. - **Blood Products**: The blood products sector is experiencing a 2.89% increase, with ongoing consolidation and product diversification [31]. - **Retail Pharmacy**: The offline pharmacy sector is expected to benefit from improved operational efficiencies through AI integration [34]. - **Healthcare Services**: The hospital sector has seen a 1.07% increase, with growth in specific medical fields like ophthalmology and reproductive health [36]. - **Traditional Chinese Medicine**: The sector is expected to recover as the impact of previous procurement policies diminishes [38]. - **CXO Sector**: The report indicates a positive outlook for the CXO sector, driven by increased demand for outsourcing in drug development [40].

Core Viewpoint - MaiPu Medical plans to acquire 100% equity of YiJie Medical through a combination of share issuance and cash payment, despite YiJie Medical's continuous losses and the transaction being classified as a related party transaction but not a restructuring listing [2][4][6]. Company Overview - MaiPu Medical primarily engages in the research, production, and sales of high-performance implantable medical devices in the neurosurgery field, including products like artificial dura mater patches and craniofacial repair systems [4]. - YiJie Medical focuses on providing minimally invasive interventional solutions for cerebrovascular diseases, developing and selling products such as neurointerventional catheters and thrombectomy catheters [4][6]. Financial Performance - YiJie Medical has reported continuous losses from 2022 to 2024, with revenues of 0.8364 million, 11.9419 million, and 24.4136 million yuan, and net losses of 31.8646 million, 29.5142 million, and 26.158 million yuan respectively [6]. - In contrast, MaiPu Medical's revenue has shown growth from 195 million to 278 million yuan between 2022 and 2024, with net profits increasing from 35.8918 million to 78.8542 million yuan [6]. Strategic Intent - The acquisition aims to expand MaiPu Medical's product offerings in the neurosurgery and interventional fields, integrating channel resources and enhancing its sales system [4][5]. - The deal is expected to improve MaiPu Medical's industry position in the neurology sector and facilitate easier market entry for YiJie Medical's products [5]. Market Context - The cardiovascular and cerebrovascular intervention market is experiencing significant growth, with the market size for neurovascular interventional medical consumables in China projected to reach 43.2 billion yuan by 2028, reflecting a compound annual growth rate of 36.5% from 2022 [9]. - The increasing prevalence of cerebrovascular diseases due to an aging population is driving demand for innovative interventional treatment solutions [9]. Transaction Details - The acquisition will involve issuing shares at a price of 41.40 yuan per share and raising matching funds at 48.03 yuan per share, although the estimated value of the target assets has not been disclosed [7]. - The transaction is classified as a related party transaction, with connections to MaiPu Medical's controlling shareholder [7].

新京报讯（记者王卡拉）6月5日晚间，迈普医学发布公告，拟通过发行股份及支付现金的方式，向泽新 医疗等10名交易对方购买易介医疗100%股权，交易价格尚未确定。同时，迈普医学拟向控股股东、实 控人袁玉宇发行股份募集配套资金，拟用于支付现金对价等。 迈普医学致力于结合人工合成材料特性，利用先进制造技术开发高性能植入医疗器械，是国内神经外科 领域唯一同时拥有人工硬脑（脊）膜补片、颅颌面修补及固定系统、可吸收再生氧化纤维素、硬脑膜医 用胶等植入医疗器械产品的企业，覆盖开颅手术所需要的关键植入医疗器械。 易介医疗主要从事神经内科领域的泛血管介入医疗器械的研发、设计和销售，主要产品包括神经介入导 管、神经介入导丝、球囊扩张导管等。迈普医学表示，本次收购完成后，易介医疗可助力公司将生物合 成材料技术由植入领域扩展至介入领域，打造介入生物材料的研发优势，布局研发可降解密网支架、基 于人工合成生物材料的弹簧圈、动静脉畸形栓塞材料等基于创新型材料的治疗耗材，助力迈普医学抢占 高端耗材市场。 本次收购交易预案显示，易介医疗第一大股东泽新医疗、第二大股东易创享均为迈普医学控股股东、实 际控制人袁玉宇控制的企业，福恒投资为迈普医学董事 ...