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].