山东新华医疗器械股份有限公司第十一届董事会第二十三次会议决议公告

Group 1 - The company, Shandong Xinhua Medical Instrument Co., Ltd., plans to sell up to 5% of its stake in its subsidiary, Huajian Medical Holdings Limited, to focus on its core business and improve asset operation efficiency [3][10] - The sale will be conducted through public market transactions within 12 months from the board resolution date, with the specific transaction price yet to be determined [3][10] - The board meeting held on November 28, 2025, approved the sale with unanimous support from all 11 attending directors [5][10] Group 2 - The sale does not constitute a related party transaction or a major asset restructuring as defined by relevant regulations, and it falls within the board's decision-making authority without requiring shareholder approval [4][10] - The net profit from this sale is expected to not exceed 50% of the company's audited net profit attributable to the parent company for the most recent fiscal year [4][10] - The company will maintain over 5% ownership in Huajian Medical after the sale, allowing it to continue enjoying shareholder rights and accounting for the investment using the equity method [15][10] Group 3 - The company also approved a proposal to repurchase equity from employees who no longer meet the conditions of the stock incentive plan due to retirement or resignation, which will not affect the consolidated financial statements [6][23] - The restructuring of the equity structure for the high-end precision minimally invasive surgical instrument production expansion project will not adversely impact the company's operations or the use of raised funds [24][25] - The company has complied with all necessary regulatory requirements regarding the management and use of raised funds, ensuring transparency and adherence to legal standards [21][24]