300003SZSE
🚨 Material Event

Announcement on the Transfer of Equity in Shanghai Minwei Biotechnology Co., Ltd. to Controlling Subsidiary XinTai Medical

✨ AI Summary

Lepu Medical plans to transfer its 54.2384% stake in Shanghai Minwei Biotechnology to its subsidiary XinTai Medical for RMB 1,088,387,980. This internal transfer aims to optimize resource allocation and integrate businesses, not impacting consolidated statements or constituting a major asset restructuring. The transaction is subject to closing conditions.

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Full Translation

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Securities Code: 300003

Securities Abbreviation: Lepu Medical

Announcement No.: 2026-062

Lepu (Beijing) Medical Device Co., Ltd.

Announcement on the Transfer of Equity in Shanghai Minwei Biotechnology Co., Ltd. to Controlling Subsidiary XinTai Medical

The Company and the entire Board of Directors guarantee the content of this information disclosure is true, accurate, and complete, and that there are no false records, misleading statements, or material omissions.

Key Content Reminders:

  1. Lepu (Beijing) Medical Device Co., Ltd. (hereinafter referred to as the "Company") will transfer its 54.2384% equity in Shanghai Minwei Biotechnology Co., Ltd. (hereinafter referred to as "Shanghai Minwei" or the "Target Company") to its controlling subsidiary Lepu XinTai Medical Technology (Shanghai) Co., Ltd. (hereinafter referred to as "XinTai Medical", 2291.HK). After the transaction, the Company will no longer directly hold equity in Shanghai Minwei, and XinTai Medical will hold 54.2384% of Shanghai Minwei's equity, becoming its controlling shareholder.

  2. After negotiation between the parties, the transfer price for the equity in question is RMB 1,088,387,980. Of this amount, 60% will be paid upon fulfillment or waiver of the closing conditions, and the remaining 40% will be paid within 18 months from the date of completion of the industrial and commercial change.

  3. The counterparty, XinTai Medical, is a controlling subsidiary of the Company. This equity transfer is an internal equity transfer within the Company and does not involve changes in the scope of consolidated statements. This transaction does not constitute a related party transaction and does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."

  4. The implementation of this transaction does not involve significant legal obstacles, but it is still subject to the closing conditions stipulated in the agreement, which entails a certain degree of uncertainty. Investors are advised to pay attention to investment risks.

I. Transaction Overview

Recently, the Company, XinTai Medical, and Shanghai Minwei signed the "Equity Transfer Agreement for Shanghai Minwei Biotechnology Co., Ltd." (hereinafter referred to as the "Equity Transfer Agreement"). The Company will transfer its 54.2384% equity in Shanghai Minwei (corresponding to a registered capital of RMB 876.2415 million) to XinTai Medical for a transfer price of RMB 1,088,387,980. This pricing was determined by both parties through fair negotiation under normal commercial terms, referencing the preliminary valuation issued by Jones Lang LaSalle Corporate Valuation and Advisory Services as an independent valuer. This transaction does not constitute a related party transaction and does not constitute a major asset restructuring as defined by the "Measures for the Administration of Major Asset Restructuring of Listed Companies."

II. Basic Information of the Transferee

Company Name: Lepu XinTai Medical Technology (Shanghai) Co., Ltd.

Unified Social Credit Code: 91310000MA1FL7PF84

Company Type: Limited Liability Company

Legal Representative: Chen Juan

Registered Capital: RMB 32,429.4997 million

Date of Establishment: January 29, 2021

Registered Address: Room 201, Building 41, No. 258, Shenzhuan Highway, Xinqiao Town, Songjiang District, Shanghai

Business Scope: General items: engaged in technology development, technical consulting, technical services, and technology transfer in the field of medical technology (excluding technology development and application of human stem cells and gene diagnosis and treatment); market marketing planning. (Except for projects that require approval according to law, business activities can be carried out independently based on the business license.) Licensed projects: import and export of goods; import and export of technology (projects that require approval according to law can be carried out after approval by relevant departments, and specific business projects are subject to the approval documents or licenses of relevant departments).

As of June 30, 2026, XinTai Medical is a controlling subsidiary of the Company, with the Company holding 77.66% of its equity. Excluding the treasury shares repurchased but not yet cancelled by XinTai Medical, the Company holds 77.83% of its equity.

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