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 ...

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（摘要）（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 ...

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 90 CNY [1][10]. Core Views - The company is entering a high growth phase in its neurosurgery business, driven by new product launches and centralized procurement [1][8]. - The acquisition of Yijie Medical is a strategic move to expand into the high-potential neurointervention market, despite some short-term concerns regarding profit dilution [2][8]. Summary by Sections Neurosurgery Business Development - Before 2023, the company experienced a period of low revenue growth, heavily reliant on a single product, artificial dura mater, with revenues growing from 54 million CNY in 2017 to 195 million CNY in 2022, achieving a CAGR of 29% [16][22]. - After 2023, the impact of centralized procurement on the dura mater business is expected to stabilize, while new products like PEEK craniofacial repair products and hemostatic gauze are anticipated to drive revenue growth [1][32]. Strategic Acquisition of Yijie Medical - Yijie Medical focuses on the neurointervention sector, which has low penetration and localization rates, presenting significant growth potential [2][52]. - Concerns regarding the acquisition include potential short-term profit dilution and pricing issues related to related-party transactions, but regulatory scrutiny reduces the risk of unreasonable pricing [2][8]. Financial Projections - The company forecasts total revenue of 372 million CNY in 2025, with a year-on-year growth rate of 33.8%, and net profit of 113 million CNY, reflecting a 43.8% increase [3][10]. - The earnings per share (EPS) are projected to grow from 1.70 CNY in 2025 to 3.32 CNY by 2027, with a corresponding price-to-earnings (PE) ratio decreasing from 66 in 2024 to 23 in 2027 [3][10].

Core Viewpoint - MaiPu Medical plans to acquire 100% equity of YiJie Medical through a combination of share issuance and cash payment, despite YiJie Medical's continuous losses and the transaction being classified as a related party transaction but not a restructuring listing [2][4][6]. Company Overview - MaiPu Medical primarily engages in the research, production, and sales of high-performance implantable medical devices in the neurosurgery field, including products like artificial dura mater patches and craniofacial repair systems [4]. - YiJie Medical focuses on providing minimally invasive interventional solutions for cerebrovascular diseases, developing and selling products such as neurointerventional catheters and thrombectomy catheters [4][6]. Financial Performance - YiJie Medical has reported continuous losses from 2022 to 2024, with revenues of 0.8364 million, 11.9419 million, and 24.4136 million yuan, and net losses of 31.8646 million, 29.5142 million, and 26.158 million yuan respectively [6]. - In contrast, MaiPu Medical's revenue has shown growth from 195 million to 278 million yuan between 2022 and 2024, with net profits increasing from 35.8918 million to 78.8542 million yuan [6]. Strategic Intent - The acquisition aims to expand MaiPu Medical's product offerings in the neurosurgery and interventional fields, integrating channel resources and enhancing its sales system [4][5]. - The deal is expected to improve MaiPu Medical's industry position in the neurology sector and facilitate easier market entry for YiJie Medical's products [5]. Market Context - The cardiovascular and cerebrovascular intervention market is experiencing significant growth, with the market size for neurovascular interventional medical consumables in China projected to reach 43.2 billion yuan by 2028, reflecting a compound annual growth rate of 36.5% from 2022 [9]. - The increasing prevalence of cerebrovascular diseases due to an aging population is driving demand for innovative interventional treatment solutions [9]. Transaction Details - The acquisition will involve issuing shares at a price of 41.40 yuan per share and raising matching funds at 48.03 yuan per share, although the estimated value of the target assets has not been disclosed [7]. - The transaction is classified as a related party transaction, with connections to MaiPu Medical's controlling shareholder [7].

Core Viewpoint - Maipu Medical plans to acquire 100% equity of Yijie Medical through a combination of share issuance and cash payment, aiming to expand its product offerings in the neurointerventional medical device market [1][2]. Group 1: Company Overview - Maipu Medical specializes in developing high-performance implantable medical devices using advanced manufacturing technology, covering key products needed for craniotomy surgeries [1]. - Yijie Medical focuses on the research, design, and sales of neurointerventional medical devices, including neurointerventional catheters and balloon dilation catheters [1]. Group 2: Market Potential - The neurovascular interventional medical device market in China grew from 3.2 billion yuan in 2017 to 6.7 billion yuan in 2022, with a compound annual growth rate (CAGR) of 15.7% [2]. - It is projected that the market size will reach 43.2 billion yuan by 2028, with a CAGR of 36.5% [2]. Group 3: Financial Performance and Challenges - Yijie Medical is expected to generate revenues of 11.94 million yuan and 24.41 million yuan in 2023 and 2024, respectively, but will incur net losses of 29.51 million yuan and 26.16 million yuan [3]. - The company faces significant challenges due to market competition and regulatory pressures, which may adversely affect its operations if strategic adjustments are not made [3]. Group 4: Market Reaction - Following the announcement of the acquisition, Maipu Medical's stock price fell by 8.31% to 58.25 yuan per share after resuming trading [4].

Core Viewpoint - Maipu Medical announced a restructuring plan to acquire 100% of Yijie Medical, which is expected to expand its product offerings in the neurosurgery field, despite concerns over potential financial impacts due to Yijie Medical's current losses [2][3]. Group 1: Company Overview - Maipu Medical is the only company in China's neurosurgery field that offers a comprehensive range of implantable medical devices, including artificial dura mater patches and absorbable hemostatic agents [2]. - Yijie Medical specializes in the research, design, and sales of vascular interventional medical devices for neurology, with products such as neurointerventional catheters and balloon dilation catheters [2]. Group 2: Financial Performance - In 2024, Maipu Medical reported a net profit of 78.85 million yuan, showing a growth trend from 2022 to 2024 [3]. - Yijie Medical is projected to incur net losses of 29.51 million yuan in 2023 and 26.16 million yuan in 2024, raising concerns about the impact of the acquisition on Maipu Medical's financial performance [3]. Group 3: Market and Competitive Landscape - The acquisition is seen as a strategic move to enhance Maipu Medical's product categories by integrating biocomposite material technology into the interventional field [2]. - There are concerns regarding market competition, as existing products in the neurointerventional medical device sector maintain high market shares, and potential new products could disrupt the market [3].

Core Viewpoint - Maipu Medical (301033) announced a restructuring plan on June 5, proposing to acquire 100% equity of Guangzhou Yijie Medical Technology Co., Ltd. (Yijie Medical) through a combination of share issuance and cash payment, aiming to expand its biocomposite material technology from the implantation field to the interventional field [1][4]. Group 1: Acquisition Details - The acquisition involves purchasing Yijie Medical's 100% equity from ten counterparties, including Zexin Medical, which is controlled by the actual controller of Maipu Medical, Yuan Yuyu [4][8]. - The funds raised from the share issuance will be used for cash consideration, intermediary fees, transaction taxes, and to supplement working capital [4][8]. - Yijie Medical specializes in providing minimally invasive interventional solutions for cerebrovascular diseases, focusing on the development, production, and sales of neuro-interventional medical devices [5]. Group 2: Financial Performance of Yijie Medical - Yijie Medical is currently a loss-making entity, with projected net losses of approximately -29.51 million yuan and -26.16 million yuan for 2023 and 2024, respectively, despite revenues of about 11.94 million yuan and 24.41 million yuan [10]. - The company has 11 listed products, including 8 Class III and 3 Class II medical devices, with two FDA registrations, indicating a strong product portfolio in the cerebrovascular intervention market [10]. Group 3: Strategic Implications - The acquisition is expected to leverage Maipu Medical's leading technology platform in synthetic materials and Yijie Medical's experience in interventional medical devices to develop innovative biodegradable stents and other treatment materials [5]. - The transaction is classified as a related party transaction, raising potential concerns regarding transparency and fairness in the market [8][9]. Group 4: Company Performance - Maipu Medical has shown continuous growth, with projected revenues of approximately 278 million yuan for 2024, reflecting a year-on-year increase of 20.61%, and a net profit of about 79 million yuan, up 92.9% [11].

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].