Announcement Regarding Termination of Concerted Action Agreement Between Controlling Shareholder and Actual Controller and Change in Equity
The Company and all members of the Board of Directors guarantee the truthfulness, accuracy, and completeness of the information disclosed herein, and are free from any false representations, misleading statements, or material omissions.
Key Content Reminder:
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This equity change arises from the expiration and termination of the "Concerted Action Agreement" and its supplementary agreement signed by Mr. Yuan Yuyu, the controlling shareholder and actual controller of Guangzhou Medprin Regenerative Medical Technology Co., Ltd. (hereinafter referred to as the "Company," "Listed Company," or "Medprin Medical"), and his concerted party Mr. Xu Tao. The concerted action relationship will be dissolved as of July 27, 2026, and their respective shareholdings in the Company will no longer be consolidated for calculation purposes. The number and proportion of shares held directly or indirectly by the two shareholders in the Company remain unchanged.
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Following this equity change, Mr. Yuan Yuyu will remain the controlling shareholder and actual controller of the Company.
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To ensure the stability of control, Mr. Xu Tao has issued a commitment not to seek control of the Listed Company. Other shareholders holding more than 5% of the Company's shares, Ms. Yuan Meifu (and her concerted parties) and Shenzhen Kaiying Technology Co., Ltd., have also issued commitments not to seek control of the Listed Company.
I. Signing and Performance of the Concerted Action Agreement and its Supplementary Agreement
(I) Signing of the Concerted Action Agreement and its Supplementary Agreement
On May 31, 2020, Yuan Yuyu and Xu Tao (hereinafter referred to as "Party B" in the agreement) signed the "Concerted Action Agreement" with the following main contents:
"I. Purpose of Concerted Action
To ensure the long-term stable development of the Company, both parties shall exercise their rights in accordance with relevant laws, regulations, and the provisions of this agreement, as well as the commitments made by each party.
II. Content of Concerted Action
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Party B undertakes that after this agreement takes effect, in accordance with the "Company Law of the People's Republic of China" and other relevant laws, regulations, and the Company's Articles of Association, when performing shareholder rights and obligations directly or indirectly (including through their agents), Party B shall always maintain a consistent intention with Yuan Yuyu and take concerted action. Specifically, when Party B, as a shareholder of the Company, holds shares directly or indirectly, and exercises the right to propose and vote at the Company's general meetings regarding company operating decisions, director nominations, and other related matters, Party B shall maintain a consistent intention with Yuan Yuyu and take concerted action, except for matters requiring recusal under the related party transaction management system.
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Prior to the convening of the Company's board of directors and/or general meetings, Party B (including directors nominated by Party B) shall communicate and negotiate fully with Yuan Yuyu regarding the proposals to be deliberated. If a consensus cannot be reached, and provided the content of the proposal complies with laws, regulations, regulatory requirements, and the Company's Articles of Association, Party B (including directors nominated by Party B) shall vote according to Yuan Yuyu's opinion. If Party B fails to propose or vote in accordance with the provisions of this agreement at the board of directors or general meeting, such proposal or vote shall be void ab initio.
III. Restrictions on Concerted Action
Although both parties agree to take concerted action in this agreement, the exercise of proposal rights and voting rights involved in implementing concerted action shall be based on not violating relevant laws and regulations and not harming the interests of small and medium shareholders.