证券代码：301033 证券简称：迈普医学 上市地点：深圳证券交易所 广州迈普再生医学科技股份有限公司 发行股份及支付现金购买资产并募集配套资金 暨关联交易预案（修订稿） 项目 交易对方 购买资产交易对方 广州泽新医疗科技有限公司等 10 名交易对方 募集配套资金认购方 广州易见医疗投资有限公司 二〇二五年八月 上市公司声明 本公司、控股股东、全体董事、监事、高级管理人员保证本预案内容及其摘要内 容的真实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏。如因提供的信息、 出具的说明及确认存在虚假记载、误导性陈述或重大遗漏，给投资者造成损失的，将 依法承担相应法律责任。 本公司、控股股东、全体董事、监事、高级管理人员承诺：如本人在本次交易所 披露或提供的信息涉嫌虚假记载、误导性陈述或者重大遗漏，被司法机关立案侦查或 者被中国证监会立案调查的，在形成调查结论以前，不转让在上市公司拥有权益的股 份（如有，下同），并于收到立案稽查通知的两个交易日内将暂停转让的书面申请和 股票账户提交上市公司董事会，由董事会代其向证券交易所和证券登记结算机构申请 锁定；未在两个交易日内提交锁定申请的，授权董事会核实后直接向证券交易所 ...

Group 1 - The company, Guangzhou Maipu Regenerative Medicine Technology Co., Ltd., plans to acquire 100% equity of Yijie Medical through issuing shares and cash payment, along with raising supporting funds [7][14] - The target company, Yijie Medical, specializes in the research, production, and sales of neuro-interventional medical devices, which aligns with the company's focus on high-performance implantable medical devices [14][26] - The transaction aims to expand the company's product portfolio and enhance its market presence in the neuro-interventional field, which is experiencing significant growth due to increasing demand for innovative treatment options for cerebrovascular diseases [14][26] Group 2 - The company has established a strong distribution network with nearly 1,000 domestic and international distributors, covering around 2,000 hospitals in China and over 100 countries globally [14] - The neurovascular intervention medical consumables market in China is projected to grow from 3.2 billion RMB in 2017 to 43.2 billion RMB by 2028, with a compound annual growth rate of 36.5% [26] - The company has received multiple medical device registrations and certifications, indicating its commitment to quality and compliance in the medical device sector [25][26] Group 3 - The transaction is subject to regulatory approvals and the completion of auditing and evaluation processes, which are still ongoing as of the date of the announcement [2][19] - The company has committed to strict information disclosure obligations and will provide updates on the transaction's progress to ensure transparency for investors [18] - The controlling shareholder and management have pledged not to reduce their holdings during the transaction process, reinforcing their commitment to the company's stability [17]

Core Viewpoint - The company plans to acquire 28.92% of Hunan Qianjin Xiangjiang Pharmaceutical Co., Ltd. and 68.00% of Hunan Qianjin Xieli Pharmaceutical Co., Ltd. through a combination of issuing shares and cash payment, with a total transaction value of 623.47 million yuan [11][12][19]. Transaction Overview - The transaction involves the issuance of shares and cash payment to acquire stakes in two subsidiaries, enhancing the company's control over these entities [11][19]. - The cash payment will be sourced from the company's own funds, amounting to 3.63 million yuan, while the share payment will total 619.84 million yuan [12][19]. Valuation and Assessment - The valuation of Qianjin Xiangjiang Pharmaceutical's 28.92% stake is set at 360.50 million yuan, while the 68.00% stake in Qianjin Xieli Pharmaceutical is valued at 262.96 million yuan, based on assessments using income and asset-based methods [13][19]. - The assessment reports indicate significant increases in the market value of the target companies, with Qianjin Xiangjiang's equity showing an increase of 87.77% and Qianjin Xieli's equity increasing by 73.28% [13][19]. Impact on Company Operations - The acquisition will strengthen the company's position in the pharmaceutical industry, particularly in the production and sales of chemical and traditional Chinese medicines, aligning with its strategic plan for 2024-2031 [19][20]. - Post-acquisition, the company will hold 79.92% of Qianjin Xiangjiang and 100% of Qianjin Xieli, enhancing management control and operational synergy [19][20]. Share Structure Changes - Following the transaction, the total share capital of the company will increase from 423,997,117 shares to 494,674,584 shares, with the issuance of 70,677,467 new shares [21]. - The controlling shareholder, Zhuzhou State-owned Assets Investment Holding Group, will remain unchanged, ensuring stability in the company's governance structure [21].

Group 1 - The overall market is showing a positive trend, leading to increased research efforts by major brokerages on listed companies [1] - From July 4 to August 4, 101 brokerages conducted research on 608 stocks, with a focus on industries such as industrial machinery and electronic components [1][2] Group 2 - The stock with the highest number of research visits is Shijia Photon, with 54 visits, followed by Haopeng Technology with 50 visits, and Defu Technology, Hongfa Technology, and Hikvision with 49, 47, and 46 visits respectively [2] - Brokerages showed strong interest in merger and acquisition opportunities during the research, with specific inquiries about Shijia Photon's acquisition of Fuke Qima and Defu Technology's acquisition of Luxembourg copper foil [2][3] Group 3 - Emerging business areas are also a key focus for brokerages, with Haopeng Technology being questioned about its technological reserves and customer expansion in the low-altitude economy sector, and Hikvision about the progress and revenue contribution of its scene digitalization business [3] - The industry distribution of the researched stocks shows that 56 belong to the industrial machinery sector, 39 to electronic components, 36 to automotive parts and equipment, 29 to electrical components and equipment, and 25 to electronic devices and instruments [3]

Core Viewpoint - The article discusses the acquisition of 51% stake in CME by Nanwei Medical, highlighting the strategic importance of expanding overseas sales channels and enhancing market share in Europe [4][5][12]. Group 1: Transaction Background and Purpose - The medical device market in China is becoming increasingly competitive, prompting companies to seek growth in overseas markets where pricing is more stable due to commercial insurance [5]. - Nanwei Medical has prioritized overseas channel development, establishing subsidiaries in the US and Europe since 2015, and has made several acquisitions to enhance its direct sales capabilities [6][5]. Group 2: Transaction Details - Nanwei Medical plans to acquire 51% of CME for a maximum of €3.672 million (approximately ¥28.95 million), with the transaction not constituting a major asset restructuring [12]. - CME, a subsidiary of Creo, specializes in the sale of medical devices, with a significant portion of its revenue derived from products that align with Nanwei Medical's offerings [10][9]. Group 3: Financial Data - Recent financial data for Nanwei Medical shows total assets of ¥441.57 million and net profit of ¥31.99 million as of June 30, 2024 [8]. - CME's financials indicate total assets of €2.2637 million and net profit of €346.8 thousand for the same period [11]. Group 4: Transaction Characteristics - The acquisition process is simplified as it does not require shareholder approval, allowing for a quicker execution of the transaction [13]. - The transaction is positioned as a strategic move to enhance Nanwei Medical's sales capabilities in Europe, leveraging CME's established distribution channels [15][14].

Group 1 - The company is planning a major asset restructuring through the issuance of shares to acquire 100% equity of Yiyang Rubber Machine and Beihua Machine from its controlling shareholders [54][49] - The transaction is expected to enhance the company's profitability and competitiveness in the rubber machinery and chemical equipment sectors, aligning with national policies encouraging mergers and acquisitions [46][50] - The restructuring aims to optimize the allocation of state-owned assets and increase the company's asset securitization rate, thereby promoting stable development [47][49] Group 2 - The transaction is classified as a related party transaction due to the involvement of the company's controlling shareholders, which requires strict adherence to regulatory approval processes [59][30] - The company has committed to protecting the rights of minority investors by ensuring transparent information disclosure and fair pricing for the transaction [29][34] - The final transaction price and the number of shares to be issued will be determined after the completion of asset audits and evaluations, with results disclosed in the restructuring report [56][39] Group 3 - The company has already obtained preliminary consent from its controlling shareholder and has passed the necessary board resolutions for the transaction [36][35] - The restructuring is anticipated to increase the company's total assets, net assets, operating income, and net profit, although specific financial impacts are yet to be quantified [27][25] - The company will implement measures to ensure compliance with regulatory requirements and protect the interests of all shareholders throughout the transaction process [30][29]

Core Viewpoint - The article emphasizes the accelerating restructuring of the global economic landscape by 2025, highlighting the strategic importance of mergers and acquisitions (M&A) for listed companies as a core engine for resource allocation and value creation. The complexity of operations in this area is increasing due to various challenges, including deepening state-owned enterprise reforms, dynamic adjustments in foreign investment regulations, and the evolving role of private equity in M&A activities [1]. Group 1: Market Trends and Challenges - The current market faces multiple intertwined challenges, including the emergence of new participation models due to state-owned enterprise reforms, ongoing adjustments in foreign investment access and regulatory frameworks, and an increasingly active role of private equity in M&A [1]. - Professional risk points such as intellectual property, tax compliance, antitrust reviews, and cross-border regulations are becoming more pronounced, demanding unprecedented levels of transaction structure design, execution efficiency, and risk management [1]. Group 2: Forum Details - The article announces a series of forums hosted by Global Law Firm in collaboration with the London Stock Exchange Group (LSEG) to discuss the latest trends in the global and mainland China M&A markets, focusing on core challenges and cutting-edge practices [1]. - Key topics to be covered include private equity participation in restructuring, foreign strategic investment trends, key considerations in control acquisitions, and risk prevention related to intellectual property [1]. Group 3: Event Agenda - The Beijing forum is scheduled for August 1, 2025, from 13:30 to 17:50, at the China World Trade Center in Chaoyang District, Beijing [4]. - The agenda includes sessions on the review of global and mainland China M&A markets, private equity participation, foreign strategic investments, key considerations in control acquisitions, and addressing intellectual property risks in M&A [5][6].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) emphasizes the importance of risk prevention, strong regulation, and promoting high-quality development in the capital market, while outlining seven key directions for future work [2][4]. Group 1: Key Directions for Capital Market Development - Direction 1: Consolidate the market's recovery and positive trend by enhancing market monitoring and risk response mechanisms [5][6]. - Direction 2: Deepen reforms to stimulate the vitality of multi-level markets, including the implementation of measures for the Sci-Tech Innovation Board and the ChiNext [7]. - Direction 3: Strengthen the asset and funding sides by promoting the investment value of listed companies and ensuring the effective implementation of major asset restructuring [8]. - Direction 4: Continuously improve regulatory enforcement effectiveness by focusing on significant violations and enhancing technological regulatory capabilities [9]. - Direction 5: Precisely prevent and control risks in key areas of the capital market, including addressing real estate company bond defaults and illegal activities in private equity [11]. - Direction 6: Gradually advance high-level institutional opening-up, ensuring coordinated development of onshore and offshore markets [12][13]. - Direction 7: Enhance the authority and influence of research on major capital market issues to better serve national strategies and regulatory needs [14].

Core Viewpoint - The article highlights the increasing activity in the merger and acquisition (M&A) market in China, particularly driven by state-owned capital and the establishment of various acquisition funds targeting listed companies [3][4][11]. Group 1: M&A Market Dynamics - Since the beginning of the year, the M&A market has seen significant activity, with various regions like Shanghai, Beijing, and Guangzhou setting up industrial acquisition funds to integrate supply chains and cultivate industry leaders [3][9]. - The Shanghai Biopharmaceutical Industry M&A Fund, established in March 2023 with a scale of 5.01 billion yuan, is a key player in this trend, backed by a strong consortium of state-owned and private enterprises [7][9]. Group 2: Notable Transactions - On July 20, 2023, Kanghua Biotech announced a significant transaction involving the transfer of 28.47 million shares (21.91% of total shares) to Shanghai Wankexin Biotechnology, marking the first acquisition deal for the Shanghai Biopharmaceutical Industry M&A Fund [5][6]. - Following the share transfer, Wankexin will hold 29.99% of the voting rights, effectively changing the controlling shareholder from Wang Zhentao to Wankexin, which will have no actual controller [6][7]. Group 3: Policy and Future Outlook - The Shanghai government has launched initiatives to support M&A activities, including a 10 billion yuan biopharmaceutical industry fund aimed at fostering innovation and restructuring in the sector [9][12]. - The current market environment is seen as a historic opportunity for M&A funds, with expectations of increased activity in the second half of 2023 due to favorable policies and a growing appetite for acquisitions among listed companies [12][14].

金杜律师事务所合伙人俞爱婉、余悦分别以《重组新规解读及创新案例盘点》及《上市公司并购重组中 税务规划和典型案例分享》为主题进行了分享。 金杜律师事务所杭州办公室负责人叶国俊谈到，"并购六条"出台后，行业虽面临变化，但"机遇仍是主 旋律"。 本报讯 （记者邬霁霞）7月22日，由浙江省上市与并购联合会、金杜律师事务所、文艺馥欣（杭州）财 务顾问有限公司（以下简称"文艺馥欣"）携手举办的2025白沙泉第十期活动——"解锁上市公司并购重 组的多元维度"专题研讨会顺利举行，活动汇聚众多上市与并购领域的行业人才，以及金融机构、上市 公司、第三方服务机构等代表，共同探讨当前上市公司并购重组新形势与新机遇。 活动尾声的实践互动环节由金杜律师事务所合伙人李振江主持，刘晶、阮超、余悦及金杜律师事务所合 伙人韩芸共同参与，几位嘉宾围绕"并购六条"后的市场趋势、跨境并购合规挑战等议题展开深度对话， 各抒观点与洞见。 一村资本有限公司副总经理刘晶以《中国式并购基金业务实践与思考》为主题，深入剖析资本与产业的 融合路径。他介绍了当前并购市场的特点和趋势，指出当下是国内上市公司通过并购重组实现转型升级 的良机，并以案例展示如何利用并购基金 ...