Announcement on Resolutions of the 23rd Meeting of the Third Board of Directors
The Board of Directors and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed, and have no false records, misleading statements, or major omissions.
I. Convening of the Board Meeting
The Third Board of Directors of Guangzhou Medprin Biomedical Technology Co., Ltd. (hereinafter referred to as the "Company") held its 23rd meeting on June 15, 2026, at 16:00, convened in the company's conference room through a combination of on-site and teleconference methods. In accordance with the relevant provisions of the "Company Articles of Association" and the "Rules of Procedure for Board Meetings," and with the consent of all directors, the notice period for this meeting was waived. The meeting notice was conveyed through on-site oral and teleconference methods on June 15, 2026. Nine directors were supposed to attend, and nine directors actually attended. Among them, Mr. Yuan Yuyu, Mr. Wang Jianhua, Mr. Yuan Meifu, Mr. Yuan Ruobin, Mr. Chen Xiaoming, and Mr. Chen Jianhua attended the meeting via teleconference. This meeting was convened and presided over by Chairman Yuan Yuyu. All directors of the Company attended the meeting, and all senior management personnel were present as non-voting attendees. The convening, holding, and voting procedures of this meeting comply with relevant national laws, regulations, and the "Company Articles of Association," and the resolutions formed are legal and valid.
II. Deliberation Matters of the Board Meeting
The following matters were deliberated and approved by the Board through signed voting:
(1) Deliberation and approval of the "Proposal on Adjusting the Company's Plan for Issuing Shares and Paying Cash to Purchase Assets and Raising Supporting Funds as a Connected Transaction"
The Company plans to issue shares and pay cash to purchase 100% of the equity of Guangzhou YiJie Medical Technology Co., Ltd. and raise supporting funds, which constitutes a connected transaction ("This Transaction"). Due to the Company's implementation of the 2025 annual dividend distribution and after negotiation with all parties to the transaction, taking into account the actual situation of this transaction, the share issuance price, number of shares, performance commitments and compensation, and lock-up period arrangements for the share issuance and cash purchase of assets plan, as well as the share issuance price and number of shares for the supporting funds raising plan, have been adjusted. The specific adjustments are as follows:
- Share Issuance and Cash Purchase of Assets Plan
(1) Issuance Price
On June 1, 2026, the Company implemented its 2025 annual dividend distribution. The specific equity distribution plan is as follows: based on the total share capital registered on the equity distribution registration date, minus the shares repurchased by the Company's repurchase account, a cash dividend of RMB 7.00 per 10 shares (tax inclusive) will be distributed to all shareholders. No bonus shares will be issued, and no capital reserve will be converted into share capital. The remaining undistributed profits will be carried forward to the next year. The equity distribution registration date for this equity distribution is May 29, 2026, and the ex-rights and ex-dividend date is June 1, 2026.
Considering the impact of ex-rights and ex-dividends, the issuance price for the share issuance to purchase assets has been adjusted from RMB 41.40 per share to RMB 40.70 per share.
Voting result: 7 votes in favor, 0 votes against, 0 abstentions. Connected directors Yuan Yuyu and Yuan Meifu abstained from voting. In accordance with the authorization granted by the Company's third extraordinary general meeting of shareholders in 2025 to the Board of Directors, this proposal does not need to be submitted to the shareholders' meeting for deliberation.