Tinavi Medical to Acquire MicroPort's International Orthopedic Business, Targeting Global Leadership in 'Robotics + Implants' Integrated Solutions

Trading SuspensionAfter 10 working days,TINAVI (688277.SH) Discloses Acquisition Plan,Proposed Share Swap Acquisition of MicroPort Medical’s International (Non-China) Orthopedics BusinessControl rights,Accelerate the Company's International Expansion。

On July 29, TINAVI announced that the company’s shares would resume trading starting July 30, and simultaneously disclosed the “Pre-plan for Issuing Shares to Purchase Assets and Raising Matching Funds, Constituting Related-Party Transactions” (hereinafter referred to as the “Plan”). In accordance with the Plan,The Company intends to acquire Suzhou MicroPort Orthopedics (Group) Co., Ltd. (hereinafter referred to as “MicroPort”) and other entities by issuing sharesthe 62% equity interest in Shanghai MicroPort Orthopedics Medical Technology Co., Ltd. (hereinafter referred to as “Shanghai Orthopedics”) held by five shareholders, along with the raising of matching funds.

Due toThe audit and valuation of the underlying assets for this transaction have not yet been completed. The final transaction price of the underlying assets,willInSubsequentDisclosed in the restructuring report.

TINAVI stated in the "Plan" that,Through this transaction, the Company will further expand into the field of orthopedic implants, supplementing its core product portfolio with artificial joints and other key products, thereby extending its business from orthopedic surgical robotic systems to comprehensive orthopedic surgical solutions.Meanwhile,The company is expected to leverageShanghai OrthopedicsLeverage overseas business foundations and localized operational expertise to accelerate the establishment and enhancement of capabilities in overseas market access, clinical promotion, sales services, and after-sales support, thereby reducingTINAVITime Costs and Commercialization Risks of Entering Overseas Markets.

Shanghai MicroPort Orthopedics, the target company proposed for acquisition by TINAVI, is the core operating entity of MicroPort’s international (non-China) orthopedic business.Its Representative ProductsThe ADVANCE Medial Pivot Knee has over 20 years of clinical application history, with more than 1 million cumulative implants worldwide, demonstrating substantial clinical experience and international recognition.

“However, relying solely on prosthetics makes it difficult to break through the growth ceiling for Shanghai-based orthopedic companies,” said an industry insider in the orthopedics field. Currently, procurement in European and American markets has fully shifted toward integrated “robotics + prosthetics” solutions. Shanghai-based orthopedic firms, which hold core prosthetic products but lack robotic capabilities, are struggling to cope with the competitive pressure from industry giants’ integrated product offerings.

And TINAVI, the acquirer in this transaction, is precisely what Shanghai urgently needs in the field of orthopedics."Partner".

According to public information, TINAVIis the first in China to obtainA CFDA-certified Chinese manufacturer of orthopedic surgical robots, and the first company globally to establish a universal surgical robot platform integrating three major orthopedic fields: spine, trauma, and joint.Currently, TINAVIThe product has been adopted by over 200 hospitals, and its market share in China has consistently ranked first for many years.In 2025, the number of surgeries performed exceeded 49,000. As of March 31, 2026, the cumulative number of surgeries performed exceeded 160,000.

In fact, constructingThe closed-loop system of “robotics + implants” has become the current mainstream trend in the field of orthopedic surgical robots. In addition to international industry leaders such as Stryker (Mako) and Zimmer Biomet (ROSA), which have adopted an integrated competitive model combining robotics with implants, leading domestic orthopedic consumable manufacturers—including AK Medical, Chunli Medical, and Sanyou Medical—are also progressively entering the orthopedic surgical robot market.

TINAVI also stated in the plan,Upon the completion of this transaction, the Company will be able to engage in integrated planning and coordinated deployment of its robotic systems, implant products, ancillary instruments, and technical services, centered around orthopedic surgical scenarios such as joint replacement, thereby gradually building“Robotics + Implants + Consumables + Services” Business Ecosystem.A comprehensive product portfolio also enables the company to participate more deeply in the entire process of orthopedic surgeries, enhance its responsiveness to the clinical needs of hospitals and physicians, and establish differentiated competitive advantages through product combinations and integrated services, thereby strengthening the listed company’s overall competitiveness in the orthopedic medical device sector.

It is worth mentioning that,The transaction was executed entirely through a share-swap structure:The subscribers to the shares issued by TINAVI in this offering include MicroPort and others.The five entities holding equity in Shanghai MicroPort Orthopedics exchanged their respective equity interests for newly issued shares of TINAVI, with no significant cash settlement involved throughout the transaction. This arrangement essentially constitutes a deep equity swap and strategic binding at the industrial level.

From the perspective of shareholding structure and long-term strategic layout, the MicroPort system has not withdrawn from the overseas orthopedic sector.Following the divestment of its controlling stake in MicroPort Orthopedics, MicroPort Medical still retains its38% equity stake, and directly holds shares in TINAVI through a share swap, achieving long-term cross-platform holdings of assets in this sector. This move fully demonstrates MicroPort’s high recognition of the value of Shanghai Orthopedics’ core channel and consumable assets, while also expressing strong confidence in the growth potential arising from the integration with TINAVI’s Tianji robotic business, rather than opting for a complete divestiture and immediate exit.

The share-swap model establishes a long-term community of shared interests between the two parties, forging a genuine alliance of strengths:TINAVI holds globally leading full-orthopedic robotic technology and extensively validated clinical experience, while MicroPort commands a global presenceWith a mature distribution network in over 70 countries and a portfolio of joint consumables validated through decades of clinical use, both parties will fully leverage their respective core strengths,Collaborative PromotionThe overseas commercialization of the integrated “robotics + implants + consumables + services” solution enhances its global operational capabilities and unlocks long-term growth potential.

The market's optimism about this transaction is not only reflected in TINAVI's potential to directly build"Robotics + Implants + Consumables + Services"business closed loop, but is more reflected in the global market potential that can be directly unlocked by the integration of both.

It is reported that,The Shanghai-based orthopedic company acquired in this transaction has its core subsidiaries and production bases located in the United States, with additional subsidiaries established in countries and regions such as Europe and Japan.Operating in the overseas orthopedic implant market for many years, with a significant first-mover advantage.MicroPort Orthopedics SubsidiaryMicroPort Orthopedics Inc. (hereinafter referred to as “US MPO”) is a member of the Orthopedic Surgery Manufacturers Association (OSMA) and directly participates in ISO/ASTM standard testing for orthopedic implants, wielding significant influence over global industry standards.

As the undisputed leader in China’s orthopedic surgical robotics sector, TINAVI is continuously seeking opportunities to expand into overseas markets after its products have been thoroughly validated in the domestic market. Previously, the company’s orthopedic surgical navigation and positioning system and toolkits obtained EUCE Certification under the MDR Regulation.In the first quarter of 2026, the company also recognized RMB 9.7361 million in overseas business revenue, as it is currently in the ramp-up phase of its overseas market expansion.

Furthermore, clinical evaluations have demonstrated that both TINAVI and MicroPort’s orthopedic products exhibit favorable clinical application outcomes, possessing the robust capabilities necessary to penetrate overseas markets.

Among them, according toMedical Journal 《Published in The Knee in 2017ofThe average follow-up time was15.2 yearsofLong-term Follow-up StudyShows,Shanghai OrthopedicsADVANCE Medial Pivot Knee SystemConductTotal Knee Arthroplastyamong patients,Postoperative Period after Prosthetic ImplantationThe 17-year cumulative survival rate was 98.8%; in 95% of cases, surgical outcomes rated as “excellent” or “good” met patient expectations.

andMedical JournalRecently published in the Journal of Orthopaedic Surgery and ResearchofA retrospective cohort study showed that,Adopting TINAVIIn the patient group undergoing total knee arthroplasty using the TiRobot Recon system combined with patient-specific implants, the overall postoperative satisfaction rate reached 97.6%, which was higher than that of the conventional robot-assisted group and the traditional manual surgery group.The Forgotten Joint Score (FJS-12) for postoperative comfort reached 78.0 points, significantly higher than that of the traditional manual group.

From the market’s perspective, if this transaction is successfully completed, TINAVI is expected to seamlessly integrate with MicroPort Orthopedics’ overseas sales channels and resources, accelerating the establishment and enhancement of capabilities in overseas market access, clinical promotion, sales services, and after-sales support, thereby reducing the time costs and commercialization risks associated with the listed company’s entry into overseas markets.

As disclosed in the “Plan,” the two parties to the transaction have basically clarified the specific form for the overseas expansion of orthopedic surgical robots, and TINAVI has already, through MicroPort’s U.S. subsidiaryAs the applicant, MPO submitted the qualification application for its orthopedic surgical robot products to the U.S. Food and Drug Administration (FDA).United StatesMPOPrior to the disclosure of the planReceivedFDA Notice of Formal AcceptanceCompanyOrthopedic Surgical Robot ProductsNotification of FDA 510(k) Application。According toAccording to historical statistics released by the FDA, a high proportion of 510(k) applications have received determinations of substantial equivalence.，Overall Statistical Results of Orthopedic Medical Device Applications,2023ToThe pass rates for the first quarter of 2026 were 98.19%, 98.39%, 99.41%, and 100%, respectively.

“If the acquisition is successfully completed, TINAVI will be able to build a closed-loop ‘robotics + implants’ ecosystem and integrate Shanghai Orthopedics’ overseas resources, potentially enabling it to”Strykerthe strength to withstand challenges launched by international giants.”Experts in the field of orthopedics pointed out that,Current Overseas OrthopedicsSurgeryRobotOrthopedicsEntering a window of opportunity for development,Surgical RobotRelevant products are entering their replacement cycle in a concentrated manner, coupled withOverseasExpansion of the Emerging Day Surgery Outpatient Sector: Simultaneous Release of Dividends on Both Supply and Demand Sides. All of theseCreating Opportunities for TINAVI to Enter the Global MarketofA Rare Opportunity,This merger is expected to be a significant step for the company in expanding into international markets.。