睿智医药: 附条件生效的股份认购协议（修订稿）

Core Viewpoint - The agreement outlines the terms for the issuance of shares by Ruizhi Medical Technology Co., Ltd. to Jiangmen Ruilian Medical Investment Co., Ltd. for the year 2024, including share transfer and ownership changes [1][2][3]. Group 1: Share Issuance Agreement - The agreement was signed on April 1, 2025, between Ruizhi Medical Technology Co., Ltd. and Jiangmen Ruilian Medical Investment Co., Ltd. [1] - The total registered capital of Ruizhi Medical is RMB 497.96 million, with a total share count of 100% held by MEDICAL LIMITED [1]. - WOO SWEE LIAN, the actual controller, currently holds 5.11% of the shares, with an additional 4.56% held by MEGA STAR [1]. Group 2: Share Transfer and Ownership Changes - Following a court ruling, WOO SWEE LIAN and his associates will hold 15.70% of the shares after the forced transfer of 30,033,098 shares from another shareholder [2]. - After the completion of a share transfer agreement, WOO SWEE LIAN and his associates will collectively own 21.18% of the shares, maintaining his position as the controlling shareholder [3]. Group 3: Subscription Details - The agreement allows for the issuance of up to 60,019,704 shares, representing 30% of the total share capital prior to the issuance, at a price of RMB 5.27 per share [4][5]. - The subscription amount will be determined by the number of shares multiplied by the issuance price, with funds sourced legally by the subscriber [5]. - The shares subscribed will have a lock-up period of 18 months post-issuance [5]. Group 4: Legal and Compliance - The agreement is subject to approval from the board of directors and shareholders, as well as regulatory approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [7]. - Any modifications to the agreement must be documented in writing and comply with legal procedures [7][8].