Meeting Overview - The third session of the Supervisory Board held its ninth meeting on June 5, 2025, with all three supervisors present, and the meeting was deemed legally valid [3][4][5]. Resolutions Passed - The Supervisory Board approved the proposal for the company to issue shares and pay cash to acquire 100% equity of Guangzhou Yijie Medical Technology Co., Ltd. and raise matching funds [6][7]. - The transaction involves multiple parties, including Guangzhou Zexin Medical Technology Co., Ltd. and several investment partnerships [6][7]. - The voting results for all resolutions were unanimous, with 3 votes in favor and no votes against or abstentions [13][17][28]. Transaction Details - The acquisition will be executed through a combination of share issuance and cash payment, with the cash portion intended for transaction costs and working capital [6][14]. - The share issuance price is set at 41.40 RMB per share, which is not less than 80% of the average trading price over the previous 120 trading days [9][31]. - The total number of shares to be issued will be determined after the final transaction price is established [10][14]. Related Party Transactions - The transaction is classified as a related party transaction, as some of the parties involved are controlled by the company's actual controller, Yuan Yuyu [17][18]. - The company confirmed that the transaction does not constitute a major asset restructuring and will not change the control of the company [17][18]. Compliance and Regulatory Aspects - The company has ensured compliance with relevant laws and regulations, including the Company Law and Securities Law, regarding the transaction [5][26]. - The transaction is expected to enhance the company's operational capabilities and will not adversely affect its financial condition [26][28]. Financial Arrangements - The matching funds raised will not exceed 100% of the transaction price and will be used for cash payments, intermediary fees, and working capital [14][15]. - The lock-up period for newly issued shares will be 36 months for major shareholders and 12 months for other parties involved in the transaction [10][11]. Asset Evaluation - The transaction price will be based on an evaluation report from a qualified asset appraisal agency, ensuring fair pricing [7][26]. - The company will continue to maintain its independence and operational integrity post-transaction [26][28].
迈普医学: 第三届监事会第九次会议决议公告