证券代码：603987 证券简称：康德莱 公告编号：2025-022 上海康德莱企业发展集团股份有限公司 2025年第一次临时股东会决议公告 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 (五) 公司董事、监事和董事会秘书的出席情况 1、 公司在任董事9人，出席6人，董事长张宪淼先生，董事、副总经理张勇先生， 因工作原因无法出席会议；独立董事郭超先生因个人原因无法出席会议； 2、 公司在任监事3人，出席3人； (一) 股东会召开的时间：2025 年 9 月 11 日 (二) 股东会召开的地点：上海市嘉定区高潮路 658 号会议室 3、 董事会秘书顾佳俊女士出席了本次会议，财务总监沈晓如先生列席了本次会 议。 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： | 1、出席会议的股东和代理人人数 | 660 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 178,621,295 | | 3、出席会议 ...

德恒上海律师事务所 关于 上海康德莱企业发展集团股份有限公司 2025 年第一次临时股东会之 见证意见 上海市东大名路 501 号上海白玉兰广场办公楼 23 层 电话：021-55989888/55989666 传真：021-5598 9898 邮编：200080 德恒上海律师事务所 关于上海康德莱企业发展集团股份有限公司 2025 年第一次临时股东会之见证意见 关于上海康德莱企业发展集团股份有限公司 2025 年第一次临时股东会之 见证意见 德恒 02G20170018-00034 号 致：上海康德莱企业发展集团股份有限公司 德恒上海律师事务所接受上海康德莱企业发展集团股份有限公司（以下或称 "公司"）的委托，指派本所见证律师对公司于 2025 年 9 月 11 日 10:00 召开的 2025 年第一次临时股东会（以下简称"本次股东会"）进行见证并出具本见证 意见。 本所见证律师依据本见证意见出具日前已经发生或存在的事实和《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》"）、《上市公司股东会规则》（以下简称"《股东会规则》"） 等现行有效的法律、法规和 ...

Core Viewpoint - Kangdelai (603987.SH) has introduced a strategic investor, Changsha Medical Investment Co., Ltd., to enhance its competitive position and valuation in the healthcare industry through a share transfer of 21.84 million shares, representing 5% of the total share capital [1][4]. Group 1: Share Transfer Details - Kangdelai's controlling shareholder, Kangdelai Group, will transfer 21.84 million shares to Changsha Medical Investment at a price of 10.81 yuan per share, which is a 16.24% premium over the market closing price on the announcement date, totaling approximately 236 million yuan [2][4]. - Following the transaction, Changsha Medical's stake in Kangdelai will increase from 1.45% to 6.45% [4][5]. Group 2: Financial Performance - In the first half of 2025, Kangdelai reported revenue of 1.125 billion yuan, a year-on-year increase of 0.17%, with a net profit of 125 million yuan, up 18.94% [2][9]. - The company's operating costs decreased by 3.37% to 757 million yuan, contributing to an improved gross margin of 32.66%, which is an increase of 2.47 percentage points year-on-year [10][9]. Group 3: Strategic Goals - The share transfer aims to deepen Kangdelai Group's strategic layout and promote collaborative synergies, enhancing market competitiveness and optimizing corporate governance [5][6]. - Kangdelai plans to leverage the strategic partnership to expand its presence in the consumer healthcare sector and improve its overall business structure [5][6]. Group 4: Industry Position and R&D - Kangdelai is one of the few companies in China with a complete medical puncture device industry chain, focusing on integrated manufacturing and regional operational advantages [8]. - In the first half of 2025, Kangdelai invested 51.67 million yuan in R&D, accounting for 4.59% of its revenue, and achieved significant product registrations and certifications [11].

Core Viewpoint - Kangdelai (603987.SH) has introduced a strategic investor, Changsha Medical, to enhance its competitive position and valuation in the medical device industry through a share transfer of 21.84 million shares, representing 5% of the total share capital [2][4]. Group 1: Strategic Investment - Kangdelai's controlling shareholder, Kangdelai Group, plans to transfer 21.84 million shares to Changsha Medical at a price of 10.81 yuan per share, which is a 16.24% premium over the market price on the announcement date, totaling approximately 236 million yuan [2][4]. - After the transaction, Changsha Medical's stake in Kangdelai will increase to 6.45% from 1.45% [5][6]. Group 2: Financial Performance - In the first half of 2025, Kangdelai reported revenue of 1.125 billion yuan, a year-on-year increase of 0.17%, and a net profit of 125 million yuan, up 18.94% [3][7]. - The company's operating costs decreased by 3.37% to 757 million yuan, while the gross profit margin improved by 2.47 percentage points to 32.66% [8]. Group 3: Business Strategy and Development - Kangdelai focuses on integrating its medical device production capabilities and optimizing its product structure to enhance its competitive edge and profitability [8][9]. - The company has established four manufacturing bases across Shanghai, Zhejiang, Guangdong, and Guangxi, leveraging regional advantages to achieve cost efficiency and scale [8]. Group 4: Research and Development - In the first half of 2025, Kangdelai invested 51.67 million yuan in R&D, accounting for 4.59% of its revenue, and completed registrations for six new products [9].

Core Viewpoint - The strategic share transfer agreement between Shanghai Kangdelai and Changsha Medical Investment marks a significant step towards the company's transformation into a "medical + consumer" integration model, aiming to enhance market competitiveness and optimize governance structure [1][3]. Company Overview - Kangdelai is a leading enterprise in the domestic medical puncture instrument industry, with main products including medical puncture needles, infusion instruments, and interventional instruments [2]. - The company has faced challenges due to intensified competition and profit margin compression from centralized procurement policies in the medical device sector [2]. Financial Performance - Sales revenue for Kangdelai's core puncture care products is projected to decline, with expected revenues of 1.786 billion yuan and 1.607 billion yuan for 2023 and 2024, respectively, reflecting year-on-year decreases of 8.07% and 10.03% [2]. - In the first half of 2025, Kangdelai reported a slight revenue increase to 1.125 billion yuan, a year-on-year growth of 0.17%, with net profit reaching 125 million yuan, up 18.94% [2]. Strategic Initiatives - To explore new growth opportunities, Kangdelai is focusing on the consumer medical sector, planning to invest in new products and diverse business models [2]. - The company aims to integrate resources and identify promising new industry projects in the medical and consumer fields to drive future growth [2]. Strategic Partnership - The acquisition of a 5% stake by Changsha Medical Investment, a subsidiary of Kefu Medical Technology, is seen as a strategic move that will enhance Kangdelai's market position and governance [1][3]. - Kefu Medical is a prominent player in the consumer medical device market, which may provide Kangdelai with additional resources and synergies [2].

Group 1: 恒瑞医药 - Company received approval for clinical trials of HRS-7172 tablets, a new anti-tumor small molecule inhibitor [1] - Subsidiary received approval for SHR-A2009, an antibody-drug conjugate targeting HER3 [1] - Company was established in April 1997, focusing on drug research, production, and sales [1] Group 2: 康德莱 - Controlling shareholder plans to transfer 5% of shares to strategic investor at a price of 10.81 yuan per share, totaling 236 million yuan [1] - Post-transfer, controlling shareholder's stake will decrease from 39.58% to 34.58% [1] - Company was established in July 1998, specializing in medical devices [2] Group 3: 中钢洛耐 - Shareholder plans to reduce holdings by up to 1% of total shares due to fund exit needs [3] - Company was established in August 2006, focusing on high-end refractory materials [3] Group 4: 瑞玛精密 - Subsidiary completed acquisition of land in Mexico for production operations, covering 52,300 square meters at a price of 3.4064 million USD [4] - Company was established in March 2012, specializing in precision metal stamping and related products [4] Group 5: 鸿博股份 - Company confirmed normal operations despite stock price fluctuations exceeding 20% over three trading days [5] - Company was established in June 1999, focusing on lottery services and high-end packaging [6] Group 6: 东芯股份 - Company completed stock trading risk investigation and resumed trading [7] - Company was established in November 2014, specializing in storage chip design and sales [7] Group 7: 凯迪股份 - Company stated that its robot products are still in development and will not generate revenue in the short term [8] - Company was established in August 1992, focusing on linear drive systems [8] Group 8: 诺唯赞 - Major shareholder plans to reduce holdings by up to 3% due to funding needs [9] - Company was established in March 2012, focusing on functional proteins and organic materials [9] Group 9: 君实生物 - Company received approval for clinical trials of JT118 injection, a "two-in-one" recombinant protein vaccine for monkeypox [10] - Company was established in December 2012, focusing on new drug research and related services [10] Group 10: 赛力斯 - Company reported August sales of 45,818 vehicles, with a 19.57% increase in new energy vehicle sales [11] - Company was established in September 2012, focusing on automotive research and sales [11] Group 11: 燕东微 - Major shareholder plans to reduce holdings by up to 1% due to management needs [13] - Company was established in October 1987, focusing on semiconductor products and services [13] Group 12: 中百集团 - Company reported cumulative litigation and arbitration amounts of approximately 262 million yuan over the past 12 months [14] - Company was established in January 1990, focusing on retail business [14] Group 13: 金开新能 - Company received 939 million yuan in renewable energy subsidies, with a 341.67% increase year-on-year [15] - Company was established in March 1997, focusing on renewable energy development and operation [15] Group 14: *ST天茂 - Company plans to terminate stock listing and initiate cash option mechanism for shareholders [16] - Company was established in November 1993, focusing on various insurance services [16] Group 15: 宁德时代 - Company repurchased 8.69 million A-shares for a total of 2.131 billion yuan [17] - Company was established in December 2011, focusing on battery research and production [17] Group 16: 山西高速 - Controlling shareholder plans to increase holdings by 30 to 60 million yuan [18] - Company was established in February 1996, focusing on highway management [18] Group 17: 青岛银行 - Major shareholder plans to increase holdings by 233 to 291 million shares [19] - Company was established in November 1996, focusing on banking services [19] Group 18: 格力电器 - Major shareholder completed share increase of 46.38 million shares for 2.099 billion yuan [20] - Company was established in December 1989, focusing on air conditioning production and sales [20] Group 19: 中国石油 - Company plans to transfer 541 million A-shares to China Mobile Group to enhance strategic cooperation [21] - Company was established in November 1999, focusing on oil and gas exploration and production [21] Group 20: 镇洋发展 - Company announced a merger plan with Zhejiang Huhangyong Highway Co., with a share exchange ratio of 1:1.08 [22] - Company was established in December 2004, focusing on chemical products [22]

Core Viewpoint - The strategic share transfer between the controlling shareholder and Changsha Medical Investment Co., Ltd. aims to enhance the strategic layout of Kangdelai and achieve collaborative win-win goals in the medical health industry [1][2]. Group 1: Share Transfer Details - Kangdelai's controlling shareholder, Shanghai Kangdelai Holding Group, signed a share transfer agreement to sell 21.8395 million shares (5% of total shares) at a price of 10.81 yuan per share, totaling 236 million yuan [1]. - After the transfer, the controlling shareholder's stake will decrease from 39.58% to 34.58%, while Changsha Medical's stake will increase from 1.45% to 6.45% [1]. - Changsha Medical has committed not to reduce its holdings of the acquired shares for 12 months post-transfer [1]. Group 2: Strategic Intentions - The share transfer price reflects a 20% premium over the average closing price of the last 20 trading days prior to August 29, 2025, with Kangdelai's stock closing at 9.3 yuan per share on September 2, 2025, giving it a total market value of 4.062 billion yuan [2]. - The controlling shareholder stated that this equity change is aimed at deepening the company's strategic layout and enhancing its valuation and competitiveness in the medical health industry [2][3]. - Kangdelai specializes in the research, production, and sales of medical puncture instruments, being a leading manufacturer in China with a complete industrial chain for medical puncture devices [2]. Group 3: Financial Performance - In the first half of 2025, Kangdelai reported revenue of 1.125 billion yuan, a year-on-year increase of 0.17%, and a net profit of 125 million yuan, reflecting a year-on-year growth of 18.94% [3]. - The strategic implementation of the share transfer is expected to enhance the company's market competitiveness and optimize its equity structure [3].

Core Viewpoint - The announcement details the agreement for the transfer of shares from the controlling shareholder of Shanghai Kangdai Enterprise Development Group Co., Ltd. to Changsha Medical Investment Co., Ltd., aimed at enhancing strategic collaboration and optimizing the company's governance structure [1][3]. Summary by Sections 1. Overview of the Share Transfer - The controlling shareholder, Shanghai Kangdai Holding Group Co., Ltd., will transfer 21,839,544 shares (5% of total shares) at a price of 10.81 yuan per share, totaling approximately 236.09 million yuan [1][2]. - The buyer, Changsha Medical Investment Co., Ltd., commits to not reducing their holdings for 12 months post-transfer [1]. 2. Background and Purpose of the Transfer - The share transfer aims to deepen the strategic layout of Kangdai Group, promote collaborative synergies, and enhance market competitiveness in the consumer healthcare sector [3]. 3. Parties Involved - **Transferor**: Shanghai Kangdai Holding Group Co., Ltd. - Established: August 2, 2006 - Main business: Industrial investment, mergers, and asset management [4]. - **Transferee**: Changsha Medical Investment Co., Ltd. - Established: September 7, 2017 - Main business: Investment activities, management consulting, and wholesale/retail of various goods [4]. 4. Financial Data of the Transferee - Total assets: 612.19 million yuan - Total liabilities: 265.79 million yuan - Revenue: 1.83 million yuan - Net profit: 121.75 million yuan [4]. 5. Key Terms of the Share Transfer Agreement - The transfer price is based on a 20% premium over the average closing price of the last 20 trading days before August 29, 2025 [5]. - Payment terms include an initial 50% payment within 10 working days of signing the agreement, with the remaining 50% due within 3 working days after the share transfer [6]. 6. Conditions for Completion - The transfer is subject to compliance confirmation from the Shanghai Stock Exchange and registration with the China Securities Depository and Clearing Corporation [2][6]. - If conditions are not met within three months, either party may terminate the agreement without penalty [6]. 7. Additional Arrangements - Upon completion of the share transfer, the transferee has the right to nominate one director to the board of the target company [9].

Core Viewpoint - The report outlines a share transfer agreement where Changsha Medical Investment Co., Ltd. will acquire 21,839,544 shares of Shanghai Kangdelai Enterprise Development Group Co., Ltd., representing 5% of the total share capital, to enhance its strategic positioning in the healthcare industry [1][5][7]. Group 1: Share Transfer Details - The share transfer agreement was signed on September 2, 2025, with the transfer price set at RMB 10.81 per share, totaling RMB 236,085,470.64 [7][8]. - Following the transfer, Changsha Medical Investment Co., Ltd. will hold a total of 28,157,644 shares, increasing its ownership from 1.45% to 6.45% of the total shares [7][15]. - The transfer is subject to compliance confirmation from the Shanghai Stock Exchange and subsequent registration with the China Securities Depository and Clearing Corporation [2][11]. Group 2: Purpose and Future Plans - The purpose of this equity change is to deepen the strategic layout of the company and achieve a win-win situation through strategic collaboration in the healthcare sector [5][6]. - There are currently no plans for Changsha Medical Investment Co., Ltd. to increase or decrease its shareholding in the next 12 months, aside from this agreement [5][15]. Group 3: Company Information - Changsha Medical Investment Co., Ltd. is a limited liability company with a registered capital of RMB 100 million, primarily engaged in investment activities and various sales [4][5]. - The major shareholder of Changsha Medical Investment Co., Ltd. is Zhang Min, holding 90% of the shares [4][5].

Core Viewpoint - Shanghai Kangdelai Enterprise Development Group Co., Ltd. is undergoing a share transfer, reducing the stake held by Shanghai Kangdelai Holding Group Co., Ltd. from 39.58% to 34.58% through an agreement transfer of 21,839,544 shares to Changsha Medical Investment Co., Ltd. [1][6][12] Group 1: Share Transfer Details - The share transfer involves 21,839,544 shares, representing 5% of the total share capital of the company [6][7] - The transfer price is set at RMB 10.81 per share, totaling RMB 236,085,470.64 [7] - The payment structure includes an initial 50% payment of RMB 118,042,735.32 within 10 working days of signing the agreement, with the remaining amount due within 3 working days after the transfer is completed [7][8] Group 2: Purpose and Future Plans - The purpose of the share transfer is to enhance the strategic layout of the company and improve its valuation and competitiveness in the healthcare industry [6][12] - There are currently no plans for the information disclosure obligor to increase or decrease its stake in the company within the next 12 months, aside from this transfer [6][12] Group 3: Compliance and Legal Aspects - The share transfer is subject to compliance confirmation from the Shanghai Stock Exchange and must be registered with the China Securities Depository and Clearing Corporation [8][9] - The information disclosure obligor has committed to the accuracy and completeness of the report and assumes legal responsibility for any misrepresentation [2][10]