关于 北京市春立正达医疗器械股份有限公司 2024 年年度股东大会、2025 年第一次 A 股类别股东大会的 法律意见书 北京市万商天勤律师事务所 北京市朝阳区建国门外大街 8 号北京国际财源中心 A 座 32 层 100022 电话：+86 10 82255588 www.vtlaw.cn 北京 深圳 上海 成都 武汉 西安 长沙 杭州 海口 南京 广州 昆明 福州 重庆 天津 合肥 香港(联营) 北京市万商天勤律师事务所 关于北京市春立正达医疗器械股份有限公司 2024 年年度股东大会、2025 年第一次 A 股类别股东大会的 法律意见书 致：北京市春立正达医疗器械股份有限公司 根据《中华人民共和国证券法》《中华人民共和国公司法》及中国证券监督管理 委员会《上市公司股东会规则》（以下称"《股东会规则》"）等法律、法规和规范性文 件的规定，北京市万商天勤律师事务所（以下称"本所"）接受北京市春立正达医疗 器械股份有限公司（以下称"公司"）的委托，指派律师现场参加公司 2024 年年度股 东大会及 2025 年第一次 A 股类别股东大会（以下称"本次股东大会"），并出具法律 意见。 本所律师同意将本法律意见书 ...

於 中 華 人 民 共 和 國 註 冊 成 立 的 股 份 有 限 公 司 ） （股 份 代 號：1858） 公告 H股類別股東大會延期 茲提述北京市春立正達醫療器械股份有限公司（「本公司」）日期為2025年5月27 日的通函（「該通函」）及各自日期分別為2025年5月27日的本公司2024年度股東 週年大會（「2024年度股東週年大會」）通告及H股類別股東大會（「H股類別股東 大會」）通告（統稱「該等通告」）。除文義另有所指外，本公告所用詞彙與該通函 及該等通告所界定者具有相同涵義。 由於擬出席H股類別股東大會的H股持有人所持附投票權的H股數目未能達到本 公司組織章程細則所規定在H股類別股東大會（續會除外）上附投票權的H股總 數的三分之一或以上，本公司宣佈原定於2025年6月26日（星期四）下午二時正（或 緊隨A股類別股東大會結束後）召開的H股類別股東大會將會延期，並將於2025 年7月7日（星期一）上午十時正舉行（「H股類別股東大會續會」）。H股類別股東 大會續會的會場將維持於中國北京市通州區通州經濟開發區南區鑫覓西二路 10號。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對 ...

Group 1 - The core viewpoint of the articles highlights the performance and valuation of Spring Medical, which closed at 16.57 yuan with a PE ratio of 49.71 times, indicating a strong market position within the orthopedic medical device industry [1][2] - Spring Medical's total market capitalization is 6.356 billion yuan, and it ranks 88th in the industry based on PE ratio, which averages 49.12 times and has a median of 36.07 times [1][2] - The company specializes in the research, production, and sales of implantable orthopedic medical devices, including spinal, trauma, joint, sports medicine, bone repair materials, surgical instruments, and PRP preparation kits [1] Group 2 - As of March 31, 2025, Spring Medical has 7,167 shareholders, an increase of 501 from the previous count, with an average holding value of 352,800 yuan and an average shareholding of 27,600 shares [1] - In the first quarter of 2025, Spring Medical reported revenue of 230 million yuan, a year-on-year increase of 3.60%, and a net profit of 58.071 million yuan, reflecting a year-on-year growth of 5.20% with a gross margin of 66.69% [1]

截至发稿，春立医疗报16.14元，上涨0.81%，流通市值12.8亿元，总市值61.91亿元。 春立医疗所属概念板块包括：医疗器械、北京板块、专精特新、沪股通、融资融券、预亏预减、AH 股、医疗器械概念。 资料显示，北京市春立正达医疗器械股份有限公司位于北京市通州区通州经济开发区南区鑫觅西二路10 号，公司(688236.SH+01858.HK)成立于1998年,公司自成立以来一直致力于推动高端医疗器械的持续开 发和研究,产品涵盖关节类、脊柱类、运动医学类、创伤类等全系列骨科产品,并在齿科、PRP(富血小板 血浆)制备系统、骨科手术机器人等领域持续布局,不断扩展产品范围。目前,公司拥有124项医疗器械注 册证及备案凭证,进一步丰富了公司的产品线,扩充了公司在医疗领域的布局,不断满足多元化的市场及临 床需求,提高了公司整体综合竞争力。春立医疗在保持国内市场领先地位的同时也积极开拓国际市场。 目前,春立产品已经远销至全球五十多个国家和地区。春立医疗成立20多年来,拥有20年以上行业经验的 专家、博士后、博士、MBA、硕士以及本科等多层次的专业技术人才。人才覆盖:机械设计、材料科 学、生物力学、临床医学、计算机等多 ...

Core Viewpoint - The announcement from Spring Medical indicates that a significant number of restricted shares, totaling 209 million shares or 54.52% of the total share capital, will be unlocked for trading on June 30, 2025, which may impact the company's stock liquidity and market dynamics [1][2]. Share Structure Changes - Before the unlocking, the number of restricted shares was 209.13 million, and after the unlocking, the number of unrestricted shares will increase to 383.56 million [2]. - The number of circulating shares before the unlocking was 17.44 million, which will rise to 38.4 million post-unlocking [1][2]. Stock Performance - As of June 19, the closing price of the company's stock was 16.85 CNY per share, with an initial offering price of 29.81 CNY per share, reflecting a decline of 43.48% from the offering price [2]. - The current stock price is 15.97 CNY per share, with a trailing twelve-month (TTM) price-to-earnings (P/E) ratio of 47.91, significantly higher than the industry average of 29.92 [3]. Financial Performance - For the most recent reporting period, the company reported revenue of 230 million CNY, a year-on-year increase of 3.6%, and a net profit attributable to shareholders of 58.07 million CNY, up 5.2% year-on-year [2]. - The net profit after excluding non-recurring items was 52.70 million CNY, reflecting a year-on-year increase of 7.81% [2]. - The net cash flow from operating activities was -75.34 million CNY, a year-on-year decline of 41.87% [2]. Company Overview - Spring Medical is primarily engaged in the research, development, production, and sales of implantable orthopedic medical devices, including joint prosthetics and spinal implants [3]. - The company's products are exported to various regions, including Asia, South America, Africa, Oceania, and Europe [3].

Core Viewpoint - The report from Huatai United Securities provides a thorough review of the listing and circulation of restricted shares for Beijing Chunli Zhengda Medical Devices Co., Ltd., confirming compliance with relevant regulations and the fulfillment of commitments by shareholders [1][8]. Group 1: Restricted Shares Overview - The restricted shares being listed for circulation are part of the company's initial public offering, involving two shareholders: Mr. Shi Chunbao and Ms. Yue Shujun. The original lock-up period of 36 months has been extended by 6 months due to the fulfillment of commitment conditions, now set to end on June 30, 2025 [2][6]. - The total number of restricted shares being released is 209,133,335, which accounts for 54.52% of the company's total share capital [6][8]. Group 2: Changes in Share Capital - The company's total share capital has changed from 384,280,000 shares to 383,568,500 shares since the formation of the restricted shares [2][4]. Group 3: Shareholder Commitments - Shareholders have made several commitments regarding their restricted shares, including not proposing buybacks and extending the lock-up period if the stock price falls below the IPO price for a specified duration [4][5]. - As of the date of the announcement, the shareholders have adhered to their commitments, ensuring no issues affecting the listing of restricted shares [5][8]. Group 4: Regulatory Compliance - Huatai United Securities has confirmed that the listing and circulation of the restricted shares comply with various regulatory frameworks, including the Securities Issuance and Listing Sponsorship Business Management Measures and the Shanghai Stock Exchange's rules [1][8].

Company Overview - Spring Medical is a Chinese company primarily engaged in the research, production, and sales of implantable orthopedic medical devices, established on February 12, 1998, and listed on December 30, 2021 [1] - The company's main products include joint prosthetics and spinal implant products, covering major human joints such as hip, knee, shoulder, and elbow, as well as a full range of spinal fixation systems [1] - The revenue composition of the company is 99.92% from medical device products and 0.08% from other sources [1] Stock Performance - On June 19, Spring Medical's stock price fell by 3.15%, closing at 15.97 yuan per share, with a trading volume of 27.87 million yuan and a turnover rate of 2.17%, resulting in a total market capitalization of 6.126 billion yuan [1] - The stock has experienced a continuous decline over three days, with a cumulative drop of 6.06% during this period [1] Fund Holdings - According to data from major funds, Nord Fund has a significant holding in Spring Medical, with the Nord New Prosperity Fund (005293) holding 70,000 shares, accounting for 4.66% of the fund's net value, making it the sixth-largest holding [2] - The fund has incurred a floating loss of approximately 36,400 yuan today and a total floating loss of 72,100 yuan during the three-day decline [2] Fund Manager Information - The fund manager of Nord New Prosperity Fund is Zhu Mingrui, who has been in the position for 2 years and 352 days, managing a total asset size of 63.1 million yuan [3] - During his tenure, the best fund return was 12.93%, while the worst return was -21.39% [3]

Company Overview - Spring Medical's closing price on June 18 was 16.49 yuan, down 2.54%, with a rolling PE ratio of 49.47 times and a total market capitalization of 6.325 billion yuan [1] - The company ranks 88th in the medical device industry, which has an average PE ratio of 49.10 times and a median of 36.43 times [1] - As of March 31, 2025, the number of shareholders increased to 7,167, with an average holding value of 352,800 yuan and an average holding quantity of 27,600 shares [1] Business Operations - Spring Medical specializes in the research, production, and sales of implantable orthopedic medical devices [1] - The main products include spinal, trauma, joint, sports medicine implants, bone repair materials, surgical instruments, PRP preparation kits, and negative pressure wound drainage kits [1] - The company was recognized as a champion enterprise in the artificial joint prosthesis manufacturing industry by the Ministry of Industry and Information Technology in 2024 [1] Financial Performance - In the first quarter of 2025, Spring Medical reported revenue of 230 million yuan, a year-on-year increase of 3.60% [1] - The net profit for the same period was 58.071 million yuan, reflecting a year-on-year growth of 5.20% [1] - The sales gross margin stood at 66.69% [1]

Core Viewpoint - The recent surge in the stock price of Chuangli Medical (01858) is closely linked to its financial performance, with a significant increase following the release of its 2024 annual report and Q1 2025 financial results, indicating a recovery in the orthopedic device sector [1][3] Company Performance - Chuangli Medical's stock price rose by 7.86% the day after its financial disclosures, marking the beginning of a rally that saw its stock increase by 47.51% over approximately one and a half months [1] - In 2024, Chuangli Medical reported revenues of 810 million yuan, a decline of 33% year-on-year, while competitors like Dabo Medical, Weigao Orthopedics, and Aikang Medical saw revenue increases of 36%, 13%, and 23% respectively [8] - For Q1 2025, Chuangli Medical achieved a revenue of 230 million yuan, a year-on-year growth of 3.60%, and a net profit of 58.07 million yuan, up 5.20% [9] Industry Trends - The orthopedic device market has undergone significant structural changes due to national procurement policies, leading to a reduction in prices and a shift from foreign dominance to domestic growth [4][5] - The global orthopedic implant market is projected to reach approximately $48.6 billion in 2024, with domestic companies gaining market share as foreign firms retract [5][6] - The domestic orthopedic device market is expected to exceed 80 billion yuan by 2026, with a compound annual growth rate of 16% [6] Market Dynamics - The impact of procurement policies has led to a substantial decrease in foreign market share in various segments, with foreign companies' market share in artificial joints dropping from 70% to 21% [5] - The procurement process has become more favorable for domestic companies, with selection rates increasing and price reductions becoming more reasonable [10] - Chuangli Medical's overseas revenue reached 350 million yuan in 2024, a 78% increase, indicating strong international market performance [10] Valuation and Investor Sentiment - Following the recent price increases, the valuation of Hong Kong orthopedic companies has rebounded, with Chuangli Medical's price-to-earnings ratio reaching 34.24, reflecting positive market sentiment towards the sector [11]

本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 | 回购方案首次披露日 | 2024 年 7 | 月 | 5 日 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 回购方案实施期限 | 2024 年 6 | 月 | 17 | 日-2025 | 年 | 月 16 日 | 6 | | 预计回购金额 | 2000 万元-4000 | | | 万元 | | | | | 回购用途 | | | 用于员工持股计划或股权激励 | | | | | | 累计已回购股数 | 1,376,851 股 | | | | | | | | 累计已回购股数占总股本比例 | 0.359% | | | | | | | | 累计已回购金额 | 20,008,021.82 | | | 元 | | | | | 实际回购价格区间 | 12.09 元/股-17.20 | | | | 元/股 | | | 重要内容提示： 一、 回购股份的基本信息 公司于 2024 年 6 月 17 日召开第五届董事会 ...