Core Viewpoint - Company plans to acquire MicroPort Cardiac Rhythm Management for a total consideration of 680 million USD, enhancing its global cardiac product platform [1] Group 1: Acquisition Details - The acquisition will involve the issuance of approximately 3.95 billion new shares at an issue price of 1.35 HKD per share [1] - MicroPort Cardiac Rhythm Management specializes in solutions for arrhythmia management, providing devices to monitor cardiac information [1] Group 2: Strategic Implications - The acquisition is expected to create significant synergies by integrating resources in R&D, production, and sales, thereby strengthening the company's global competitiveness in cardiac treatment [1] - Post-acquisition, the target group will become a wholly-owned subsidiary of the company, with its financial performance consolidated into the company's results [1] Group 3: Shareholder Impact - The transaction requires approval from a special shareholder meeting and other conditions to be met [1] - MicroPort Medical, the controlling shareholder, currently holds approximately 46.12% of the company and will see its stake reduced to about 44.45% post-transaction, remaining the largest shareholder [1]

Group 1 - The company announced a merger agreement with MicroPort CardioFlow CRM Limited and the target company, MicroPort Arrhythmia Management, with a transaction value of $680 million [1][2] - The merger will result in the target company becoming an indirect wholly-owned subsidiary of the company, and its financial performance will be consolidated into the company's financial results [1] - The target company specializes in CRM solutions, providing devices to monitor heart information and manage arrhythmias, including treatments for bradycardia and tachyarrhythmias [1] Group 2 - The board believes the transaction aligns with the company's strategic development, aiming to establish a globally influential cardiac product platform [2] - The merger is expected to create synergies that will diversify and expand the company's existing business, particularly in structural heart disease and CRM solutions [2] - The transaction will enhance the company's R&D capabilities, production capacity, distribution channels, and market expansion efforts [2]

Group 1 - The company, HeartLink Medical-B (02160), announced a merger agreement with MicroPort CardioFlow CRM Limited and the target company, MicroPort Medical (00853), to acquire the target company for a valuation of $680 million [1] - The merger will result in the target company becoming an indirect wholly-owned subsidiary of HeartLink Medical, with its financial performance being consolidated into the group's financial results [1] - The target company specializes in CRM solutions, providing devices to monitor cardiac information and manage arrhythmias, including treatments for bradycardia and tachyarrhythmias [1] Group 2 - The board believes the transaction aligns with the group's strategic development, aiming to establish a globally influential cardiac product platform with a diversified product line [2] - The synergies generated from the transaction are expected to enhance and diversify the existing business, particularly strengthening the group's offerings in structural heart disease and CRM solutions [2] - The merger is anticipated to improve the company's R&D capabilities, production capacity, distribution channels, and market expansion efforts [2]

Group 1 - The core transaction involves MicroPort Cardio Flow CRM Limited acquiring CRM Cayman through a merger agreement, with CRM Cayman becoming a wholly-owned subsidiary of MicroPort Cardio Flow upon completion [1][2] - The merger will involve the issuance of new shares at a price of HKD 1.35 per share to CRM Cayman shareholders, with a pre-transaction equity value of CRM Cayman estimated at USD 680 million [1][2] - The merger is strategically aligned with MicroPort Cardio Flow's business development, aiming to establish a global cardiac product platform and enhance its product offerings and capabilities in structural heart disease and arrhythmia management [2] Group 2 - CRM Cayman and its subsidiaries focus on arrhythmia management solutions, providing devices to monitor heart conditions and deliver treatments [2] - MicroPort Cardio Flow specializes in innovative transcatheter solutions for structural heart disease, with products including valve products and left atrial appendage occluders [2] - The merger is expected to create complementary synergies that will diversify and expand MicroPort Cardio Flow's existing business, particularly in research and development, manufacturing, distribution channels, and market expansion [2]

Group 1 - The core point of the announcement is that MicroPort Medical (00853) has entered into a merger agreement to acquire CRM Cayman, which will become a wholly-owned subsidiary of MicroPort CardioFlow upon the merger's effectiveness [1][2] - The merger will involve MicroPort CardioFlow issuing new shares at a price of HKD 1.35 per share to the shareholders of CRM Cayman, including its indirect wholly-owned subsidiary, MicroPort International Corp. Limited [1] - Following the merger, CRM Cayman and its subsidiaries will continue to operate as subsidiaries of MicroPort CardioFlow, enhancing the company's overall structure [1] Group 2 - The merger is aligned with MicroPort CardioFlow's strategic development, aiming to establish a globally positioned cardiac product platform that offers a diverse range of products and product pipelines [2] - The anticipated synergies from the merger are expected to expand and diversify MicroPort CardioFlow's existing business, particularly in enhancing its capabilities in structural heart disease and cardiac rhythm disease solutions [2] - The merger will also improve MicroPort CardioFlow's research and development capabilities, manufacturing capacity, distribution channels, and market expansion efforts [2]

Group 1 - The core point of the announcement is that MicroPort Medical (00853) has entered into a merger agreement to acquire CRM Cayman, which will become a wholly-owned subsidiary of MicroPort CardioFlow upon the merger's effectiveness [1][2] - The acquisition price is set at HKD 1.35 per share for the shareholders of CRM Cayman, including its indirect wholly-owned subsidiary, MicroPort International Corp. Limited [1] - Following the merger, CRM Cayman and its subsidiaries will continue to operate as subsidiaries of MicroPort CardioFlow, enhancing the company's overall structure [1] Group 2 - The merger aligns with MicroPort CardioFlow's strategic development goals, aiming to establish a globally positioned cardiac product platform [2] - This strategic move is expected to diversify MicroPort CardioFlow's product offerings and pipelines, leading to complementary synergies [2] - The anticipated synergies will enhance MicroPort CardioFlow's capabilities in structural heart disease and cardiac rhythm disease solutions, including R&D, manufacturing, distribution channels, and market expansion [2]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或完 整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或因倚賴該等內 容而引致的任何損失承擔任何責任。 微創醫療科學有限公司* （於開曼群島註冊成立的有限公司） （股份代號：00853） 自願公告 有關擬進行心律管理業務之策略性重組而訂立合併協議 茲提述微創醫療科學有限公司（「本公司」，連同其附屬公司統稱為「本集團」）日期為二零二五年七月 十六日的公告（「該公告」），內容有關本集團心律管理業務之擬議重組。除非文義另有所指外，本公 告所用詞彙與該公告所界定者具有相同涵義。 本公司董事會（「董事會」）欣然宣佈，於二零二五年九月二十九日，CRM Cayman、微創心通及 MicroPort CardioFlow CRM Limited（「合併附屬公司」）訂立了一份合併協議（「合併協議」）。合併附屬 公司為一間於開曼群島註冊成立的獲豁免有限公司，並為微創心通間接全資擁有之附屬公司。 根據合併協議，微創心通將透過合併附屬公司以合併方式收購CRM Cayman。於該合併生效時， CRM Cayman將成為微創心通之間 ...

Core Insights - The article highlights the challenges faced by China's private equity investment environment, particularly in the biopharmaceutical sector, which has seen a significant downturn in fundraising and exits [1][2] - Despite the adverse conditions, the establishment of Shanghai Capital in 2020 represents a strategic move to capitalize on market opportunities, focusing on a comprehensive investment matrix that spans various stages of the biopharmaceutical industry [1][4] Investment Strategy - Shanghai Capital has set up multiple funds, including the Shanghai Biopharmaceutical Fund and the Shanghai Biopharmaceutical Innovation Transformation Fund, to provide early-stage funding for startups [2][3] - The investment strategy has evolved from VC/PE investments to include technology transfer and merger integration, with plans for a Hong Kong strategic industry cornerstone fund and a global healthcare dollar fund [2][3] Market Positioning - The firm emphasizes "ecosystem construction" rather than merely focusing on financial returns, establishing a dedicated strategic intelligence department to track global trends and localize strategies [3][10] - Shanghai Capital maintains close ties with universities, research institutions, and hospitals to ensure a steady pipeline of projects and to embed itself within the industry [3][10] Growth and Expansion - The firm has expanded its investment footprint beyond Shanghai to cover major biopharmaceutical clusters in China and is actively seeking opportunities in international innovation hubs such as Hong Kong, Israel, and Europe [2][8] - As of now, Shanghai Capital manages 21 funds with a total management scale of 31 billion yuan, having invested in various innovative projects and playing a stabilizing role in the industry [4][5] Long-term Vision - The firm emphasizes patience in the biopharmaceutical sector, which typically has long development cycles and high failure rates, and plans to continue supporting companies through multiple funding rounds [6][10] - Shanghai Capital's approach includes a "pipeline" mentality, exploring and empowering investments across the entire investment cycle and industry chain [8][11] Institutional Innovation - The firm operates with a market-oriented mechanism, simplifying investment decision-making processes and enhancing regulatory oversight while fostering a culture of transparency and passion within the team [4][5] - The supportive policy environment in Shanghai for biopharmaceuticals has further accelerated the firm's growth and ability to establish merger funds [5][10]

Summary of Key Points from the Conference Call on the Medical Device Industry Industry Overview - The Chinese medical device industry has significant potential for domestic substitution, with certain segments still having room for improvement in localization rates [1][3][10] - Chinese companies are positioned to become global leaders in the context of globalization, leveraging strong innovation capabilities and manufacturing advantages [1][4][10] Core Insights and Arguments - The high-value consumables sector is expected to see a notable recovery by 2025, with investment opportunities in orthopedics, neurointervention, ophthalmology, and electrophysiology [1][5] - Companies such as Huatai Medical, MicroPort, Lepu Medical, Mindray, and United Imaging are highlighted for their growth potential [1][5] - The upstream medical device sector is experiencing a turning point, with companies like Meihua Medical and Yirui Technology poised for significant revenue growth due to innovative products [1][6] - The in vitro diagnostics (IVD) sector has faced challenges due to policy impacts, but a recovery is anticipated next year, with New Industry expected to see positive revenue growth in Q4 [1][7] - Strategic adjustments by Chinese medical device companies include cost reduction, technological innovation, transformation to consumer-oriented businesses, and overseas market expansion [1][9] Additional Important Insights - The global medical device market is approximately 4 to 5 times larger than China's market, which is projected to grow significantly [2][12] - Chinese companies are diversifying their overseas expansion strategies, which include R&D innovation, clinical registration, and patent layout to mitigate geopolitical risks [2][11][14] - The importance of innovation is emphasized as a key driver for growth, with a focus on new product development and emerging technologies such as AI and brain-computer interfaces [26][31] - The medical device industry is witnessing a trend towards mergers and acquisitions as a means for companies to enhance their product lines and market positions [33][36] Notable Companies and Their Strategies - Mindray Medical is leading in internationalization, with overseas revenue expected to reach 45% in 2024 [19] - United Imaging and BGI are also making significant strides in their respective markets, with notable growth in overseas business [19][24] - High-value consumables companies like Nanwei Medical and MicroPort are employing various strategies, including direct sales and ODM, to expand their international presence [21][22] Future Outlook - The medical device industry is expected to continue evolving, with significant opportunities in areas such as AI healthcare applications, home respiratory devices, and surgical robots [28][30] - The brain-computer interface technology is emerging as a key investment area, with China positioned as a global leader [31] - The overall sentiment is optimistic regarding the recovery and growth potential of the Chinese medical device market, particularly as companies adapt to changing market conditions and consumer demands [36]

来源：金杜研究院 在本项目中，金杜作为大冢方的法律顾问，为其提供了高效、一站式的专业法律服务。金杜全程参与了 项目的交易方案设计、法律尽职调查、股权转让过程中的交易文件起草、谈判及签署等各个环节，并协 助完成了本次交易所需的监管审批及交割等事宜。金杜各个团队跨司法辖区、跨专业领域通力协作，充 分体现了金杜的一体化优势和在重大跨境交易中的综合服务能力。本项交易的顺利完成，再次展现了金 杜在医药健康、跨境投资和资本市场等核心业务领域的专业实力和丰富经验。 本项目由金杜上海办公室合伙人陈青东牵头，香港办公室合伙人刘正富、上海办公室合伙人王臻婷主 办，团队成员包括顾问黄慧明、律师龚智彦和沈冠婕。 项目负责人 陈青东 合伙人 上海办公室 chenqingdong@cn.kwm.com 近日，大冢控股株式会社（Otsuka Holdings Co., Ltd.，简称大冢控股）旗下全资子公司大冢医疗器械有 限公司（Otsuka Medical Devices Co., Ltd.）与上海生物医药并购基金等投资方就转让微创医疗科学有限 公司（MicroPort Scientific Corporation，股票代码：00853 ...