关于上海润达医疗科技股份有限公司 2025年第一次临时股东大会的 上海泽昌律师事务所 上海市浦东新区向城路 288 号国华人寿金融大厦 1107A 室 电话：021-61913137 传真：021-61913139 邮编：200122 二〇二五年九月 上海泽昌律师事务所 法律意见书 上海泽昌律师事务所 关于上海润达医疗科技股份有限公司 法律意见书 2025 年第一次临时股东大会的 法律意见书 泽昌证字 2025-01-12-02 致：上海润达医疗科技股份有限公司 上海泽昌律师事务所（以下简称"本所"）接受上海润达医疗科技股份有限公 司（以下简称"公司"）委托，就公司召开 2025 年第一次临时股东大会（以下 简称"本次股东大会"）的有关事宜，根据《中华人民共和国公司法》（以下简 称"《公司法》"）《中华人民共和国证券法》（以下简称"《证券法》"）中国 证券监督管理委员会发布的《上市公司股东会规则》（以下简称"《股东会规则》"） 等法律、法规、规章和其他规范性文件以及《上海润达医疗科技股份有限公司章 程》（以下简称"《公司章程》"）的有关规定，出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《律师事务 ...

上海润达医疗科技股份有限公司 2025年第一次临时股东大会决议公告 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、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (三) 出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 证券代码：603108 | 证券简称：润达医疗 | 公告编号：临 | 2025-050 | | --- | --- | --- | --- | | 转债代码：113588 | 转债简称：润达转债 | | | | 1、出席会议的股东和代理人人数 | 585 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 203,649,582 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 33.7354 | (四) 表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由公司董事会召集，采用现场及通讯记名投票表决和网络投票 表决相结合的方式召开。公司董事长张诚栩先生主持会议 ...

Market Overview - On September 12, the pharmaceutical commercial sector declined by 0.51%, with Baiyang Pharmaceutical leading the drop [1] - The Shanghai Composite Index closed at 3883.69, up 0.22%, while the Shenzhen Component Index closed at 12996.38, up 0.13% [1] Stock Performance - Key stocks in the pharmaceutical commercial sector showed varied performance, with Seer Medical (603716) leading with a 10.01% increase, closing at 31.31 [1] - Other notable performers included Haiwang Biological (000078) with a 2.69% increase and Runda Medical (603108) with a 1.30% increase [1] Capital Flow - The pharmaceutical commercial sector saw a net inflow of 295 million yuan from institutional investors, while retail investors experienced a net outflow of 113 million yuan [2] - Major stocks like Seer Medical had a significant net inflow of 5.15 billion yuan from institutional investors, while retail investors showed a net outflow of 2.61 billion yuan [2]

Group 1 - The company Shanghai RunDa Medical Technology Co., Ltd. has issued convertible bonds known as "RunDa Convertible Bonds" with a total issuance amount of 55 million yuan, which were approved by the China Securities Regulatory Commission [2][3] - The bonds have a maturity period of 6 years and a tiered interest rate structure, starting from 0.3% in the first year and reaching 2.0% in the sixth year [2][3] - The initial conversion price for the bonds was set at 13.36 yuan per share, which has been adjusted multiple times due to profit distributions, currently standing at 13.10 yuan per share [3] Group 2 - The company has established conditional redemption terms for the convertible bonds, allowing for redemption if the stock price remains above 130% of the conversion price for at least 15 out of 30 trading days [4][6] - As of the latest update, the company's stock has already met the condition for 10 trading days, and if it continues to meet the criteria, the company may decide to redeem the bonds [6][4] - The redemption will be executed at the face value plus accrued interest, as per the terms outlined in the bond issuance prospectus [4][5]

Core Viewpoint - The case of Dong Hua, former head of the laboratory department at Gong'an County People's Hospital, highlights corruption in the medical procurement sector, involving two listed companies, Dahua Gene and Run Da Medical, with significant financial implications for the industry [1][2][3]. Company Summaries - Dong Hua was sentenced to 10 years in prison for bribery and 6 months for money laundering, with a total fine of 1 million yuan, after accepting bribes totaling 6.5 million yuan from five entities and individuals from 2010 to 2023 [1][2]. - Dahua Gene's regional director, Qiao Peng, and Hu Yingguo, the actual shareholder of Wuhan Run Da, were identified as bribers in the case, with Dahua Gene benefiting from sales of medical equipment and supplies to the hospital [1][3]. - Dahua Gene reported a revenue of 339 million yuan in the first half of 2025, a decrease of 15.44% year-on-year, with a net loss of 182 million yuan, although this represented a significant reduction in losses compared to the previous year [4][5]. - Run Da Medical's first half of 2025 revenue was 3.47 billion yuan, down 16.08% year-on-year, with a net loss of 121 million yuan, reflecting a 232.14% decline compared to the previous year [5]. - Both companies are facing challenges due to intensified competition in the in vitro diagnostics (IVD) industry, driven by ongoing centralized procurement policies and price adjustments, leading to declining demand and prices for testing services [4][5].

| | | 上海润达医疗科技股份有限公司 关于"润达转债"预计满足赎回条件的提示性公告 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、准确性和完整性承担法律责任。 一、可转债发行上市概况 （一）经中国证券监督管理委员会证监许可[2020]586 号文核准，上海润达 医疗科技股份有限公司（以下简称"公司"）于 2020 年 6 月 17 日公开发行了 5,500,000 张（550,000 手）可转换公司债券，每张面值 100 元，发行总额 55,000 万元，发行期限 6 年，票面利率分别为：第一年 0.3%、第二年 0.6%、第三年 1.0%、 第四年 1.5%、第五年 1.8%、第六年 2.0%。 （二）经上海证券交易所"[2020]185 号"自律监管决定书同意，公司 55,000 万元可转换公司债券于 2020 年 7 月 13 日起在上海证券交易所上市交易，债券简 称"润达转债"，债券代码"113588"。 （三）根据有关规定和《上海润达医疗科技股份有限公司公开发行可转换公 司债券募集说明书》（以下简称"《募集说明书》"）的约定，公司本次发行的 ...

Investment Rating - The investment rating for the company is maintained as "Buy" [5] Core Views - The company's traditional business is under pressure, while its AI medical business is accelerating its implementation [2] - In the first half of 2025, the company reported a revenue of 3.47 billion yuan, a year-on-year decrease of 16.08%, and a net profit attributable to shareholders of -121 million yuan, a year-on-year decrease of 232.14% [2][3] - The second quarter of 2025 showed a revenue of 1.81 billion yuan, a year-on-year decrease of 12.32%, with a net profit of -51 million yuan, a year-on-year decrease of 174.81% [2][3] Business Performance Summary - The second quarter losses narrowed compared to the first quarter, indicating a trend of gradual improvement [3] - The overall performance is under pressure mainly due to the IVD industry being affected by centralized procurement and price reductions, leading to a decline in product prices [3] - The revenue from the centralized and regional testing business in the first half of 2025 was 932 million yuan, down 24.59% year-on-year, while the industrial segment generated 210 million yuan, down 7.18% year-on-year [3] - The third-party laboratory business reported a revenue of 60.19 million yuan, down 18.80% year-on-year, primarily due to price reductions in certain testing projects [3] AI Medical Business Development - The company is deepening its AI strategy, with medical information business revenue reaching 94 million yuan in the first half of 2025, a year-on-year increase of 40.73% [4] - The AI layout covers B, C, and G ends, creating a closed-loop ecosystem from pre-diagnosis to post-diagnosis [4] - The company has provided AI solutions to over 100 hospitals, including Huaxi Hospital and Qilu Hospital, enhancing specialized diagnostic capabilities [4] Investment Recommendations - The company is expected to achieve revenues of 8.08 billion yuan, 8.70 billion yuan, and 9.46 billion yuan from 2025 to 2027, with year-on-year growth rates of -2.7%, 7.6%, and 8.7% respectively [5] - The net profit attributable to shareholders is projected to be 199 million yuan, 238 million yuan, and 275 million yuan for the same period, with year-on-year growth rates of 260.0%, 19.8%, and 15.2% respectively [5] - The corresponding EPS is expected to be 0.33 yuan, 0.40 yuan, and 0.46 yuan, with PE multiples of 52, 43, and 37 times [5]

Market Overview - The pharmaceutical commercial sector experienced a slight decline of 0.07% on September 4, with Saily Medical leading the drop [1] - The Shanghai Composite Index closed at 3765.88, down 1.25%, while the Shenzhen Component Index closed at 12118.7, down 2.83% [1] Stock Performance - Notable gainers in the pharmaceutical commercial sector included: - HeFu China (603122) with a closing price of 6.66, up 1.99% [1] - JianZhiJia (605266) at 21.56, up 1.84% [1] - YiXinTang (002727) at 14.98, up 1.70% [1] - Saily Medical (603716) was the biggest loser, closing at 29.00, down 2.26% [2] Trading Volume and Value - The trading volume and value for selected stocks were as follows: - YiXinTang (002727) had a trading volume of 144,800 hands and a transaction value of 216 million [1] - Saily Medical (603716) recorded a trading volume of 256,800 hands with a transaction value of 759 million [2] Capital Flow - The pharmaceutical commercial sector saw a net outflow of 169 million from institutional investors, while retail investors had a net inflow of 210 million [2] - Key stocks with significant capital flow included: - BaiYang Pharmaceutical (301015) with a net inflow of 15.09 million from institutional investors [3] - LaoBaiXing (603883) with a net inflow of 13.41 million from institutional investors [3]

Core Insights - Alibaba's AliExpress is preparing a high-profile brand expansion project, inviting Fortune 500 and leading domestic and international brands, expected to launch before Double 11 [1] - A leaked screenshot indicates that brands like Xiaomi and Pop Mart are included in the "Super Brand Plan" for deep cooperation [1] - The growth targets for this initiative are described as "very aggressive," with plans to create a new brand section on the app to provide traffic support and local operations for selected brands [1] Group 1 - AliExpress is focusing on brand expansion in response to the potential of overseas markets, leveraging the upcoming 2025 Double 11 and Black Friday events to drive growth [1] - The cross-border e-commerce sector has faced intense price competition over the past three years, prompting AliExpress to take the lead among the "four dragons" of overseas expansion [1] - Several brands have already achieved significant breakthroughs in Gross Merchandise Volume (GMV) through this initiative [1] Group 2 - A brand representative indicated that the internal validation of the "Brand Expansion Plan" has likely secured additional resources to enhance this business upgrade, emphasizing collaboration with major brands [1] - AliExpress confirmed that it will soon launch a brand expansion project, with specific details to be released officially [1]

Core Points - Shanghai RunDa Medical Technology Co., Ltd. is holding its first extraordinary general meeting of shareholders in 2025 on September 12, 2025, at 13:30 [1] - The meeting will include the reading and deliberation of various proposals, followed by shareholder discussions and voting [1][2] - A key proposal involves the cancellation of the supervisory board, with its powers transferred to the audit committee of the board of directors, and corresponding amendments to the company's articles of association [3][4] Meeting Agenda - The meeting will start with the introduction of attendees and reading of meeting guidelines [1] - Shareholders will have the opportunity to speak and ask questions before voting on the proposals [1][2] - Voting will be conducted through the Shanghai Stock Exchange's online voting system, with specific time slots for participation [1] Proposal Details - The proposal to cancel the supervisory board is based on the latest legal regulations and aims to enhance corporate governance [3][4] - Amendments to the company's articles of association will be made to reflect this change, with specific timelines for implementation [4] Voting Procedures - Shareholders must arrive on time to participate in the voting process, and latecomers will not be allowed to vote on already discussed proposals [1][2] - Each share carries one vote, and shareholders must indicate their voting preferences clearly on the ballot [2][3] Rights and Responsibilities of Shareholders - Shareholders have the right to speak, inquire, and vote during the meeting, and they must submit any questions or suggestions in writing [1][2] - The company emphasizes the importance of maintaining order and efficiency during the meeting [1][2]