*ST Mingde: Explanation from the board of directors of Wuhan Mingde Biotechnology Co., Ltd. that this transaction complies with the provisions of Article 11 and the inapplicability of Articles 43 and 44 of the "Administrative Measures for Major Asset Reorganization of Listed Companies"
Board of Directors of Wuhan Mingde Biotechnology Co., Ltd.
Regarding this transaction, it complies with the "Administrative Measures for Major Asset Restructuring of Listed Companies"
Article 11 and Explanations on the Inapplicability of the Provisions of Articles 43 and 44
Wuhan Mingde Biotechnology Co., Ltd. (hereinafter referred to as the "listed company" or the "company") plans to purchase 100% of the equity it holds in Wuhan Bikel Rescue Supplies Co., Ltd. (hereinafter referred to as the "target company") from Lansail Medical Co., Ltd. (hereinafter referred to as "Lansan Medical") by paying cash (hereinafter referred to as the "transaction" or "this major asset reorganization"). According to the "Administrative Measures for Major Asset Restructuring of Listed Companies" (hereinafter referred to as the "Administrative Measures for Restructuring"), this transaction will constitute a major asset reorganization.
As the acquirer of this transaction, the listed company's board of directors explains as follows that this transaction complies with Article 11 of the "Administrative Measures for Major Asset Reorganization of Listed Companies" and the inapplicability of Articles 43 and 44:
1. This transaction complies with the provisions of Article 11 of the "Reorganization Management Measures"
(1) This transaction complies with national industrial policies and laws and administrative regulations related to environmental protection, land management, antitrust, foreign investment, outbound investment, etc.
- This transaction complies with national industrial policies
The target company is mainly engaged in the research and development, production and sales of various emergency first aid products with first aid kits as the core. Among them, the main items in the first aid kit, such as first aid bandages, elastic bandages, tourniquets, band-aids, medical tapes, sterile cotton swabs, examination gloves, etc., are disposable medical consumables. According to the "National Economic Industry Classification (GB/T4754-2017)" of the National Bureau of Statistics, the subject company belongs to the "C2770 Health Materials and Medical Supplies Manufacturing" industry of "C27 Pharmaceutical Manufacturing". According to the "Guidance Catalog for Industrial Structural Adjustment (2024 Edition)", the relevant businesses engaged in by the subject company do not belong to restricted or eliminated industries.
- This transaction complies with the relevant laws and administrative regulations on environmental protection.
The subject company does not belong to industries with high energy consumption and high pollution. During the reporting period, the target company had no major environmental accidents and was not subject to major administrative penalties for violating laws and regulations related to environmental protection. This transaction complies with the relevant provisions of laws and administrative regulations on environmental protection.
- This asset reorganization complies with the relevant laws and administrative regulations on land management.
The subject asset of this transaction is 100% equity of the target company, which does not involve new land use or land use rights transactions. During the reporting period, the subject company did not receive administrative penalties for violating laws, regulations and normative documents on land management during its operations.
- This transaction complies with relevant antitrust laws and administrative regulations.
The operating income of the target company in 2025 does not exceed 800 million yuan. According to the relevant provisions of the Anti-Monopoly Law of the People's Republic of China and the Regulations of the State Council on Declaration Standards for Concentrations of Operators, this transaction does not meet the declaration standards for concentration of undertakings and does not need to declare to the anti-monopoly law enforcement agency of the State Council. After the completion of this transaction, the production and operation business of the listed company does not constitute monopoly behavior, and this transaction does not violate the relevant provisions of the Anti-Monopoly Law of the People's Republic of China and other anti-monopoly administrative regulations.
- This transaction complies with the laws and administrative regulations on foreign investment and outbound investment.
All parties involved in this transaction (including the listed company, Lanfan Medical, and the target company) are corporate legal persons established in accordance with Chinese laws and registered in China. This transaction does not involve foreign investment or foreign investment matters, and does not violate the state's laws and administrative regulations on foreign investment and foreign investment.
(2) This transaction will not cause the listed company to fail to meet the conditions for stock listing
This transaction is a cash purchase of assets, does not involve the issuance of shares, and will not lead to changes in the total share capital and equity structure of the listed company.
(3) The assets in this transaction are priced fairly and there is no harm to the legitimate rights and interests of the listed company and shareholders.
This transaction was carried out in accordance with relevant laws and regulations. The board of directors of the listed company proposed a plan and hired an evaluation agency that met the Securities Law and other laws and regulations and the conditions for engaging in securities services business stipulated by the China Securities Regulatory Commission to evaluate the underlying assets. The evaluation agency and the relevant appraisers were fully independent.
The transaction price of the underlying assets was determined by negotiation between the two parties based on the results of the appraisal report issued by the appraisal agency. The underlying assets were fairly priced and did not harm the legitimate rights and interests of the company and shareholders. At the same time, the board of directors of the listed company reviewed and approved the proposal related to this transaction. The board of directors and independent directors of the listed company have expressed positive opinions on the independence of the evaluation agency, the rationality of the evaluation assumptions, the correlation between the evaluation method and the purpose of the evaluation, and the fairness of the evaluation pricing. The subject assets of this restructuring are fairly priced and will not harm the legitimate rights and interests of the listed company and shareholders.
(4) The ownership of the assets involved in this transaction is clear, there are no legal obstacles to the transfer or transfer of assets, and the relevant claims and debts are handled legally
The ownership of the target company's equity is clear, and there are no restrictions on third-party rights such as pledges or freezes. There are no legal obstacles to the transfer or transfer of the target company's equity; the target company's claims and debts will continue to be enjoyed and borne by it after the delivery date, and such treatment complies with legal regulations.
(5) This transaction will help the listed company enhance its ability to continue operating, and there is no situation that may cause the listed company's main assets to be cash or no specific operating business after the restructuring.
Before this transaction, the main business focus of the listed company was the research and development, production, sales and service of in vitro diagnostic POCT reagents and diagnostic instruments in the field of critical care. The application scenarios were concentrated in hospitals. In recent years, it has actively deployed overseas business.
After the completion of this transaction, the listed company can: 1. Enter the industrial emergency rescue and commercial and supermarket tracks and expand overseas business channels to achieve complementary resources; 2. Build a "diagnosis-protection-treatment" collaborative ecosystem to enhance comprehensive competitiveness; 3. Inject high-quality assets to enhance the listed company's sustainable profitability and shareholder return levels.
(6) This transaction will help the listed company maintain independence from its controlling shareholders, actual controllers and their related parties in terms of business, assets, finance, personnel, institutions, etc., and complies with the relevant regulations of the China Securities Regulatory Commission on the independence of listed companies.
Before this transaction, the listed company had established a standardized corporate governance structure and an independent operation management system in accordance with relevant laws and regulations. Its business, assets, finance, personnel, institutions, etc. were all independent from the controlling shareholders, actual controllers and their related parties. After the completion of this transaction, the controlling shareholders and actual controllers of the listed company have not changed, which will not have an adverse impact on the existing corporate governance structure. The listed company will maintain a sound legal person governance structure and comply with the relevant regulations of the China Securities Regulatory Commission on the independence of listed companies. The controlling shareholders and actual controllers of the listed company have issued relevant commitments. After the completion of this transaction, they will ensure the independence of the listed company in terms of personnel, assets, finance, organization, business, etc.
(7) This transaction will help the listed company maintain a sound and effective corporate governance structure
Before this transaction, the listed company had set up shareholders' meetings, boards of directors and other organizational structures and formulated corresponding rules of procedure in accordance with the "Company Law", "Securities Law", "Code of Governance of Listed Companies" and other laws and regulations, as well as the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, and within the framework of the "Articles of Association of Wuhan Mingde Biotechnology Co., Ltd.", and had a sound corporate governance structure and a complete internal control system.
After the completion of this transaction, the listed company will still operate in strict accordance with the requirements of the "Company Law", "Securities Law", "Guidelines for the Governance of Listed Companies" and other laws and regulations as well as the "Articles of Association of Wuhan Mingde Biotechnology Co., Ltd.", further improve the company's corporate governance structure, and effectively protect the interests of all shareholders.
In summary, this transaction complies with the provisions listed in Article 11 of the "Reorganization Management Measures".
- Explanation that Articles 43 and 44 of the "Reorganization Management Measures" and their applicable opinion requirements are not applicable to this transaction.
Articles 43 and 44 of the "Reorganization Management Measures" are aimed at the requirements for listed companies to issue shares to purchase assets and raise supporting funds. This transaction is a cash purchase of assets and does not involve the issuance of shares and supporting raising funds. Therefore, Articles 43 and 44 of the "Reorganization Management Measures" and the relevant provisions of the applicable opinion requirements do not apply.
Hereby explain.
Wuhan Mingde Biotechnology Co., Ltd.
board of directors
June 30, 2026