Huitai Medical: Announcement on increasing the expected daily related party transactions in 2024
DATE:  Sep 07 2024

Stock code: 688617 Stock abbreviation: Huitai Medical Announcement No.: 2024-044

Shenzhen Huitai Medical Equipment Co., Ltd

Announcement on the increase in the expected daily connected transactions in 2024

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or material omission in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

This matter does not need to be submitted to the general meeting of shareholders for deliberation.

Impact of daily related party transactions on listed companies: The company expects that the daily related party transactions with related parties are necessary for the company's normal production and operation, and the transaction pricing is fair, which will not harm the interests of the company and the company's minority shareholders, will not affect the company's ability to continue operations, will not affect the company's independence, and will not affect the company's future financial condition and operating results.

1. Overview of related party transactions

According to the needs of business development and production and operation, the company plans to increase the estimated amount of daily connected transactions with Shenzhen Mindray Biomedical Electronics Co., Ltd. (hereinafter referred to as "Mindray Medical") and Hunan Ruikangtong Technology Development Co., Ltd. (hereinafter referred to as "Hunan Ruikangtong") by RMB 28.80 million on the basis of the expected daily connected transactions in 2024, of which the estimated amount of daily connected transactions with Mindray Medical, a related party, is RMB 18.00 million. The estimated amount of daily related party transactions with Hunan Ruikangtong, a related party, is 10.80 million yuan.

2. Basic information on daily related party transactions

(1) Procedures for deliberating routine related-party transactions

1. The company held the 10th meeting of the second board of directors and the second board of supervisors on December 20, 2023

At the eighth meeting, the "Proposal on the Forecast of Daily Related Party Transactions in 2024" was deliberated and approved. The independent directors and the board of supervisors of the company expressed their clear consent to the above matters, and the sponsor was CITIC Securities Co., Ltd

The Division issued a clear verification opinion. On January 8, 2024, the company held its first extraordinary general meeting of shareholders in 2024

The meeting deliberated and passed the "Proposal on the Estimation of Daily Related Party Transactions in 2024". For details, please refer to the company

Shenzhen Huitai.www.sse.com.cn

Announcement of Medical Devices Co., Ltd. on the Expected Daily Related Party Transactions in 2024.

2. The third special meeting of independent directors of the company in 2024 deliberated and approved the "About Increasing the 2024 Year

The special meeting of independent directors believes that the estimated amount of daily related party transactions expected to be increased by the company in 2024 is in line with the company's business development needs, the related party transactions follow the principles of fairness and reasonableness, and such related party transactions have no material adverse impact on the company's independence, will not have a significant adverse impact on the company's financial condition and operating results, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders. All independent directors of the Company agreed to the matter and agreed to submit it to the Board of Directors of the Company for deliberation.

The company held the 18th meeting of the second board of directors and the second board of supervisors on September 6, 2024

At the 15th meeting, the "Proposal on Increasing the Estimated Daily Connected Transactions in 2024" was deliberated and approved, and the total estimated amount of daily connected transactions increased this time was RMB 28.80 million. The Associate Directors Mr. Ge Hao, Mr. Cheng Zhenghui, Mr. Li Xinsheng, Mr. Lee Jae-man and Ms. Zhao Yun abstained from voting. The Board of Supervisors of the Company believes that the addition of routine related party transactions in 2024 follows the principles of market fairness and reasonableness, and the voting procedures of the Company on the above-mentioned daily related party transactions are legal and do not harm the interests of the Company and other shareholders, especially small and medium-sized shareholders.

The increase in the quota of daily related party transactions does not need to be submitted to the general meeting of shareholders for deliberation.

(2) The estimated amount and category of the new daily related party transactions

Currency: RMB Unit: Yuan

From the beginning of the year to 2024 2024

It was originally expected that in 2024, after the proposed increase in Japan, it was expected that the actual amount incurred in the previous year would account for the same amount as of July 31 of the same year

Serial No. Related Party Related Party Transaction Category Degree Amount Regular Related Party Transaction Amount 2024 Annual Amount Business Ratio Related Party Cumulative Issued Related Party Transaction

The amount of transactions generated by the case is likely to increase

cause

1 Hunan Ruikangtong Sales to related persons 20,000,000.00 7,800,000.00 27,800,000.00 33,115,367.41 2.02% 15,612,155.48 Business needs

Products and commodities are expected to increase

2 Hunan Ruikangtong Sales to related persons 3,000,000.00 3,000,000.00 6,000,000.00 1,862,320.75 21.94% 5,517,884.54 Business needs

Raw materials are required to increase

3 Mindray Medical Entrusted related person - 16,800,000.00 16,800,000.00 - - - Business needs

Increased demand for R&D services

4 Mindray Medical Entrusted related party - 1,200,000.00 1,200,000.00 - - - Business needs

Increased demand for marketing services

Note: 1. The above data are all tax-exclusive amounts. Among them, the amount of related party transactions from January to July 2024 is unaudited; The proportion of similar business refers to the actual amount of such related party transactions in 2023 and the audited amount in 2023

The proportion of the amount of similar business incurred. 2. Related person Mindray Medical refers to Mindray Medical or its controlled subsidiaries other than the Company. 3. This table only includes the related party transaction business category items added this time.

3. Basic information and relationship of related persons

(1) Basic information on related persons

1. Company name: Shenzhen Mindray Biomedical Electronics Co., Ltd

(1) Unified social credit code: 914403007084678371

(2) Legal representative: Li Xiting

(3) Enterprise type: joint stock limited company (Taiwan, Hong Kong, Macao and domestic joint venture, listing)

(4) Registered capital: RMB 121,2441,394

(5) Date of establishment: January 25, 1999

(6) Registered address/main office address: 1-4 floors, Mindray Building, Keji South 12th Road, High-tech Industrial Park, Nanshan District, Shenzhen

(7) Business scope: software development for the production and operation of medical electronic instruments and their supporting reagents and products (excluding national restricted projects); After-sales service of self-produced products, self-owned housing leasing. Engaged in the import and export of goods and technology. (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments, and specific business projects are subject to the approval documents or licenses of relevant departments)

(8) Controlling shareholder and actual controller: The controlling shareholders of Mindray Medical are Smartco Development Limited and Magnifice (HK) Limited, and the actual controllers are Mr. Li Xiting and Mr. Xu Hang (jointly controlled).

(9) Financial data of the latest year and period:

Unit: Yuan

Project December 31, 2023 / June 30, 2024 / January-June 2024

Year 2023 (Audited) (Unaudited)

Total assets 47,940,003,061.00 60,625,701,221.00

Total liabilities 14,593,963,297.00 16,973,197,352.00

Net assets 33,346,039,764.00 43,652,503,869.00

Operating income 34,931,900,884.00 20,530,596,799.00

Net profit 11,578,413,404.00 7,575,938,532.00

(10) Affiliation with the Company

Shenzhen Mindray Technology Holdings Co., Ltd., the controlling shareholder of the Company, is a wholly-owned subsidiary of Mindray Medical, and the directors of the Company, Mr. Li Xinsheng, Mr. Li Zaiwen and Ms. Zhao Yun, serve as senior managers of Mindray Medical. In accordance with the relevant provisions of the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, Mindray Medical is an affiliated legal person of the Company.

2. Hunan Ruikangtong Technology Development Co., Ltd

(1) Unified social credit code: 91430381580913817N

(2) Legal representative: Cheng Zhenghui

(3) Enterprise type: limited liability company (investment or holding by natural persons)

(4) Registered capital: RMB 12,245,138

(5) Date of establishment: August 9, 2011

(6) The term of the partnership is until: August 8, 2041

(7) Registered address: Building 3, No. 009, Xiangxiang Avenue, Xiangxiang Economic Development Zone, Hunan

(8) Business scope: with a valid medical device production license engaged in Class III: 03-13 - Neurological and cardiovascular surgical instruments - cardiovascular interventional devices; Engage in the sale of medical devices with a valid medical device business license; electronic equipment and medical device manufacturing technology development and consulting services; public software services; Engage in the import and export of goods and the import and export of technology with valid filing documents (except for the import and export business prohibited or restricted by the state). (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments).

(9) Shareholder and capital contribution information:

Serial number Name or name of shareholder Subscribed capital contribution Shareholding ratio

(10,000 yuan) (%)

1 Hunan Epte Medical Equipment Co., Ltd. 378.4859 30.9091

2 Shanghai Huizhi Enterprise Management Center (Limited Partnership) 170.5000 13.9239

3 Cheng Ling 256.1872 20.9215

4 Jiang Zehua 75.1704 6.1388

5 Shanghai Huiji Enterprise Management Center (Limited Partnership) 65.7371 5.3684

6 Cheng Zhenghui 61.8194 5.0485

7 Hangzhou Qiming Rongjing Equity Investment Partnership (Limited 36.9086 3.0141

Serial number Name or name of shareholder Subscribed capital contribution Shareholding ratio

(10,000 yuan) (%)

Partnership)

8 Ginger 33.1786 2.7095

9 Xu Yiqing 30.9097 2.5242

10 Dai Zhenhua 30.9097 2.5242

11 Li Yunzhan 30.8267 2.5175

12 Suzhou Qiming Rongqian Equity Investment Partnership (Limited 18.6392 1.5222

Partnership)

13 Yin Zhou 17.9316 1.4644

14 Shanghai Huizhen Venture Capital Center (Limited Partnership) 17.3097 1.4136

Total 1,224.5138 100

(10) Financial data of the latest year and period:

Unit: 10,000 yuan

Project December 31, 2023 / June 30, 2024 / January-June 2024

Year 2023 (Audited) (Unaudited)

Total assets 6,319.10 9,298.82

Total liabilities 1,767.36 1,707.36

Net assets 4,551.74 7,591.46

Operating income 9,154.61 6,268.61

Net profit -980.03 1,427.62

(11) Affiliation with the Company

Mr. Cheng Zhenghui, vice chairman and general manager of the company, serves as the chairman of Hunan Ruikangtong and directly holds 5.0485% of its equity. Mr. Cheng Ling, the former co-actual controller of the company, served as the general manager of Hunan Ruikangtong and directly held 20.9215% of its equity.

(2) Analysis of performance capacity

The above-mentioned related persons exist in accordance with the law and operate normally, with good financial conditions, good performance and payment ability. The company will sign relevant contracts or agreements with the above-mentioned related parties for this new related party transaction, and strictly implement the agreement, and the performance of both parties has legal guarantees.

Fourth, the main content and pricing policy of related party transactions

(1) The main content of the related party transaction

The Company's estimated daily related party transactions in 2024 are mainly the sale of products and commodities to related parties, the sale of raw materials to related parties, the provision of R&D services by entrusting related parties, and the provision of marketing services by entrusting related parties, all of which are required for the normal production and operation of the Company.

(2) Pricing policies for related-party transactions

The company will sign specific transaction agreements in accordance with the actual business conditions for all daily related party transactions carried out by the company to Hunan Ruikangtong, a related party, and the transaction price will be determined by both parties through negotiation with reference to the market-oriented fair price level, industry practices and third-party pricing.

Based on the current situation of the external market, the company and its related party, Mindray Medical, objectively considered the real costs and reasonable benefits of both parties to the transaction, and established a cost-plus pricing settlement model. In the settlement model, the statistical data of the average complete cost-plus rate of comparable companies is mainly referred to for pricing, and then the cost-plus rate is determined in combination with the comprehensive cost for pricing, and the fairness of pricing is analyzed in combination with the transfer pricing analysis report of related party transactions issued by third parties, so as to verify that the transfer pricing arrangements of related party labor transactions and related party purchase and sale transactions generally comply with the arm's length principle.

(3) The signing of the related party transaction agreement

After the Board of Directors deliberates and approves this proposal, the Company will sign the corresponding related party transaction framework agreement with Mindray Medical, including the Entrusted R&D Agreement and the Marketing Service Agreement, to make a principle agreement on the provision of entrusted R&D and marketing services by Mindray Medical to the Company, which will be valid from the date of signing the agreement to December 31, 2024.

At the same time, the board of directors of the company agreed to authorize the management of the company to sign specific transaction contracts, agreements or orders with related parties within the estimated quota of daily related party transactions in 2024 and within the scope of the above-mentioned related party transaction framework agreement, and determine the fee standard, settlement arrangement and other relevant specific rights and obligations of both parties.

5. The purpose of day-to-day related party transactions and their impact on the Company

The company expects that the daily related party transactions with the above-mentioned related parties are required for the normal production and operation of the company, and the transaction pricing is fair, which will not harm the interests of the company and the company's minority shareholders, will not affect the company's ability to continue operations, will not affect the company's independence, and will not affect the company's future financial position and operating results.

After verification, the sponsor believes that:

The Company's increase in the estimated quota of routine related party transactions in 2024 has been deliberated and approved by the Company's third special meeting of independent directors, the 18th meeting of the second board of directors, and the 15th meeting of the second board of supervisors in 2024. This matter does not need to be submitted to the general meeting of shareholders for deliberation. The decision-making procedures for the above-mentioned day-to-day related party transactions comply with relevant laws, regulations and the Articles of Association of Shenzhen Huitai Medical Device Co., Ltd. It meets the needs of the company's normal development and operation, and there is no behavior that damages the interests of the company and shareholders.

In summary, the sponsor, CITIC Securities Co., Ltd., has no objection to the company's increase in the expected daily connected transactions in 2024.

7. Attachment to the online announcement

(1) Resolution of the Third Special Meeting of Independent Directors of Shenzhen Huitai Medical Device Co., Ltd. in 2024;

(2) Resolution of the 15th Meeting of the Second Board of Supervisors of Shenzhen Huitai Medical Device Co., Ltd.;

(3) "CITIC Securities Co., Ltd.'s Verification Opinions on Shenzhen Huitai Medical Device Co., Ltd.'s Increase in the Company's Estimated Quota for Daily Related Party Transactions in 2024".

The announcement is hereby made.

Board of Directors of Shenzhen Huitai Medical Equipment Co., Ltd

September 7, 2024

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