中国国际金融股份有限公司 关于上海微创心脉医疗科技（集团）股份有限公司 2024 年度持续督导跟踪报告 中国国际金融股份有限公司（以下简称"中金公司"或"保荐机构"）根据 《证券发行上市保荐业务管理办法》、《上海证券交易所科创板股票上市规则》和 《上海证券交易所上市公司自律监管指引第 11 号——持续督导》等相关规定对 上海微创心脉医疗科技（集团）股份有限公司（以下简称"心脉医疗"、"公司" 或"上市公司"）进行持续督导，并出具本持续督导跟踪报告。 一、持续督导工作情况 | 序号 | 工作内容 | 持续督导情况 | | --- | --- | --- | | 1 | 建立健全并有效执行持续督导工作制度，并针对具体的 | 保荐机构已建立并有效执行 | | | 持续督导工作制定相应的工作计划 | 了持续督导制度，并制定了 | | | | 相应的工作计划 | | 2 | 根据中国证监会相关规定，在持续督导工作开始前，与 | 保荐机构已与公司签订《保 | | | | 荐协议》，该协议明确了双 | | | 上市公司或相关当事人签署持续督导协议，明确双方在 | 方在持续督导期间的权利和 | | | 持续督导期间的权利义务 ...

致:上海微创心脉医疗科技(集团)股份有限公司 北京市嘉源律师事务所 北京市嘉源律师事务所 关于上海微创心脉医疗科技(集团)股份有限公司 2024 年年度股东大会的法律意见书 -- Ph W OFFICES 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 师语音音 所 N LAW OFFICES 北京 BEIJING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONG KONG · 广州 GUANGZHOU · 西安 XI'AN 关于上海微创心脉医疗科技(集团)股份有限公司 2024年年度股东大会的法律意见书 嘉源(2025)-04-217 北京市嘉源律师事务所(以下简称"本所")接受上海微创心脉医疗科技(集 团)股份有限公司(以下简称"公司")的委托,根据《中华人民共和国公司法》 (以下简称"《公司法》"》《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、行政法规、部门规章、规范性文件(以下简称"法律法规") 以及《上海微创心脉医疗科技(集团)股份有限公司章程》(以下简称"《公司章 程》")的有关规定,指派本所律师对公司 2024年年度股东大会(以 ...

Core Viewpoint - The company, Shanghai MicroPort CardioFlow Medtech Co., Ltd., is experiencing a decline in stock price and has a lower price-to-earnings (PE) ratio compared to the industry average, indicating potential undervaluation in the context of its financial performance and market position [1][2]. Company Overview - The main business of the company includes the research, production, and sales of interventional medical devices for aortic and peripheral blood vessels [2]. - Key products include thoracic aortic stent graft systems, abdominal aortic stent graft systems, and various types of stents and balloons [2]. - The company has received several accolades, including the Shanghai Government Quality Gold Award and recognition as one of the top 30 value companies on the Sci-Tech Innovation Board [2]. Financial Performance - For the fiscal year 2024, the company reported a revenue of 1.206 billion yuan, representing a year-on-year increase of 1.61% [2]. - The net profit for the same period was 502 million yuan, reflecting a year-on-year growth of 1.96% [2]. - The gross profit margin stands at 73.01%, indicating strong profitability [2]. Market Position - As of the latest data, the company's rolling PE ratio is 21.19, significantly lower than the industry average of 45.94 and the median of 29.64, positioning it at 47th among its peers [1][3]. - The total market capitalization of the company is approximately 10.639 billion yuan [1]. Institutional Holdings - A total of 259 institutions hold shares in the company, with 253 being funds, 4 others, 1 brokerage, and 1 social security fund, amounting to a total holding of 73.239 million shares valued at 8.045 billion yuan [1].

上海微创心脉医疗科技(集团)股份有限公司的主营业务是主动脉及外周血管介入医疗器械的研发、生产 和销售。公司的主要产品是胸主动脉覆膜支架系统、腹主动脉覆膜支架系统、术中支架类、球囊类、支 架类。公司获评上海市政府质量金奖、科创板公司价值30强、首届"未来20·中国A股上市公司成长力年 度企业"；子公司鸿脉、蓝脉、拓脉获评"科技型中小企业"，蓝脉首次通过高新技术企业认定并获评"张 江年度新锐"企业；Castor分支型胸主动脉覆膜支架进入国家知识产权局《第二十五届中国专利金奖预 获奖项目》公示名录;静脉支架等入选《上海市"新优药械"产品目录》和《浦东新区创新药械产品推荐 目录》，另有5个项目获评浦东职工科技创新项目。总裁朱清入选"明珠领军人才"，刘梦钦、王金耀、 屠春霖、樊亚明入选"明珠工程师"。 最新一期业绩显示，2024年年报，公司实现营业收入12.06亿元，同比1.61%；净利润5.02亿元，同比 1.96%，销售毛利率73.01%。 序号股票简称PE(TTM)PE(静)市净率总市值(元)48心脉医疗21.9121.912.90110.00亿行业平均 46.1548.384.77102.50亿行业中值29.1 ...

Summary of Key Points Core Viewpoint - The company, Xinmai Medical, is actively engaging in share repurchase programs and preparing for its annual shareholder meeting, indicating a focus on shareholder value and financial performance. Trading Information - On April 3, 2025, Xinmai Medical's stock closed at 97.52 yuan, down 0.88%, with a turnover rate of 2.74% and a trading volume of 33,800 shares, amounting to a total transaction value of 331 million yuan [1]. - The net outflow of main funds was 34.22 million yuan, accounting for 10.33% of the total transaction value, while retail investors saw a net inflow of 14.63 million yuan, representing 4.42% of the total [2]. Company Announcements - Xinmai Medical has repurchased a total of 864,989 shares, with a total expenditure of 91,560,636.42 yuan, intended for employee stock ownership plans or equity incentives [2]. - The company will hold its 2024 annual shareholder meeting on April 18, 2025, to discuss nine agenda items, including the annual report, financial statements, and profit distribution proposals [2][3]. Share Repurchase Program - The initial disclosure of the repurchase plan was on October 30, 2024, with a buyback period from October 28, 2024, to October 27, 2025, and an expected repurchase amount between 100 million yuan and 200 million yuan [3]. - As of March 31, 2025, the repurchased shares accounted for 0.70% of the total share capital, with a repurchase price range between 93.10 yuan and 119.82 yuan per share [3]. - The maximum repurchase price was adjusted to 178.35 yuan per share due to the implementation of the 2024 interim profit distribution [3]. Financial Performance - In 2024, Xinmai Medical reported a revenue of 1.206 billion yuan and a net profit attributable to the parent company of 502 million yuan [3]. - The company plans to distribute a cash dividend of 3.5 yuan per 10 shares (including tax), totaling 42.4585 million yuan, and anticipates a mid-2025 profit distribution not exceeding the net profit for the corresponding period [3].

Investment Rating - The report suggests a positive outlook for the pharmaceutical industry, indicating a potential for outperformance compared to the overall market [27]. Core Insights - The report highlights the impact of the recent U.S. tariff measures, which include a 34% additional tariff on Chinese goods, and the subsequent Chinese countermeasures that may benefit domestic pharmaceutical companies [3][4][5]. - It emphasizes the growth in China's pharmaceutical exports, particularly to the U.S., which reached $19.05 billion in 2024, marking an 11.7% increase year-on-year [6][7]. - The report identifies specific sectors within the pharmaceutical industry that may benefit from the tariff situation, including blood products, high-end raw materials, medical devices, and innovative drugs [18][19]. Summary by Sections Tariff Impact - The U.S. has implemented a 34% tariff on Chinese goods, which affects a wide range of medical supplies and devices, while China has responded with similar tariffs on U.S. imports [4][5]. - The tariffs are expected to disrupt the supply of imported blood products, potentially increasing demand for domestic alternatives [18]. Trade Statistics - In 2024, China's total pharmaceutical trade amounted to $199.376 billion, with exports at $107.964 billion and imports at $91.412 billion, showing a slight decline in imports but a recovery in exports [6][11]. - The U.S. remains the largest market for Chinese pharmaceutical exports, accounting for 17.6% of total exports [7][11]. Sector Opportunities - Blood Products: The tariff on U.S. imports may lead to increased domestic production and sales of blood products, with companies like Tian Tan Biological, Hualan Biological, and others positioned to benefit [18]. - High-End Raw Materials: The report suggests that domestic manufacturers of critical raw materials and consumables may gain market share due to reduced competition from U.S. imports [18]. - Medical Devices: Companies focusing on high-value medical devices are recommended for their potential to capture market share from imported products [18]. - Innovative Drugs: The report encourages investment in companies involved in the development of innovative drugs, particularly those that can replace U.S. imports in oncology and vaccine sectors [19].

Quantitative Models and Construction Methods Model 1: Volume Timing Signal - **Model Name**: Volume Timing Signal - **Model Construction Idea**: The model uses volume data to generate timing signals for broad-based indices. - **Model Construction Process**: The model evaluates the volume timing signals for various broad-based indices and assigns a cautious view if the signals indicate a potential downturn. - **Model Evaluation**: The model provides a cautious outlook for all major broad-based indices as of April 3, 2025[23][24]. Model 2: Momentum Sentiment Indicator - **Model Name**: Momentum Sentiment Indicator - **Model Construction Idea**: The model uses the proportion of stocks with positive returns within an index to gauge market sentiment. - **Model Construction Process**: - Calculate the proportion of stocks in the CSI 300 index with positive returns over a specified period. - Apply smoothing with two different window periods to capture the trend. - Generate signals based on the relationship between the short-term and long-term smoothed lines. - Formula: $$ \text{Proportion of Rising Stocks in CSI 300} = \frac{\text{Number of Stocks with Positive Returns in N Days}}{\text{Total Number of Stocks in CSI 300}} $$ - When the short-term smoothed line is above the long-term smoothed line, it indicates a bullish market sentiment[24][25][27]. - **Model Evaluation**: The model can quickly capture upward opportunities but may miss out on gains during prolonged market exuberance. It also has limitations in predicting downturns[25]. Model 3: Moving Average Sentiment Indicator - **Model Name**: Moving Average Sentiment Indicator - **Model Construction Idea**: The model uses the eight moving average system to determine the trend state of the CSI 300 index. - **Model Construction Process**: - Calculate the eight moving averages for the CSI 300 index with parameters 8, 13, 21, 34, 55, 89, 144, and 233. - Assign values based on the number of moving averages the current price exceeds. - Generate signals based on the number of moving averages the current price exceeds. - Formula: $$ \text{Number of Moving Averages Exceeded} = \sum_{i=1}^{8} \mathbb{1}(\text{Price} > \text{MA}_i) $$ - If the number exceeds 5, it indicates a bullish sentiment[32][33]. - **Model Evaluation**: The model indicates that the CSI 300 index is currently in a non-optimistic sentiment zone[35]. Model Backtesting Results 1. **Volume Timing Signal**: All broad-based indices have a cautious view as of April 3, 2025[24]. 2. **Momentum Sentiment Indicator**: The proportion of rising stocks in the CSI 300 index is around 61%[25]. 3. **Moving Average Sentiment Indicator**: The CSI 300 index is in a non-optimistic sentiment zone[35]. Quantitative Factors and Construction Methods Factor 1: Cross-sectional Volatility - **Factor Name**: Cross-sectional Volatility - **Factor Construction Idea**: The factor measures the dispersion of returns among index constituents to gauge the alpha environment. - **Factor Construction Process**: - Calculate the cross-sectional volatility of the constituents of the CSI 300, CSI 500, and CSI 1000 indices. - Compare the recent values with historical averages to determine the alpha environment. - Formula: $$ \text{Cross-sectional Volatility} = \sqrt{\frac{1}{N-1} \sum_{i=1}^{N} (R_i - \bar{R})^2} $$ - Where \( R_i \) is the return of stock \( i \) and \( \bar{R} \) is the average return[41]. - **Factor Evaluation**: The recent cross-sectional volatility indicates a better short-term alpha environment for the CSI 300 and CSI 500 indices, while the CSI 1000 index shows a deteriorating alpha environment[40]. Factor 2: Time-series Volatility - **Factor Name**: Time-series Volatility - **Factor Construction Idea**: The factor measures the volatility of index constituents over time to gauge the alpha environment. - **Factor Construction Process**: - Calculate the time-series volatility of the constituents of the CSI 300, CSI 500, and CSI 1000 indices. - Compare the recent values with historical averages to determine the alpha environment. - Formula: $$ \text{Time-series Volatility} = \sqrt{\frac{1}{T-1} \sum_{t=1}^{T} (R_t - \bar{R})^2} $$ - Where \( R_t \) is the return at time \( t \) and \( \bar{R} \) is the average return[43]. - **Factor Evaluation**: The recent time-series volatility indicates a better short-term alpha environment for the CSI 300 index, while the CSI 500 and CSI 1000 indices show a mixed alpha environment[42]. Factor Backtesting Results 1. **Cross-sectional Volatility**: - CSI 300: Recent quarterly average 1.83%, 51.24% of the two-year range[41]. - CSI 500: Recent quarterly average 2.10%, 47.62% of the two-year range[41]. - CSI 1000: Recent quarterly average 2.48%, 51.79% of the two-year range[41]. 2. **Time-series Volatility**: - CSI 300: Recent quarterly average 0.57%, 49.38% of the two-year range[43]. - CSI 500: Recent quarterly average 0.43%, 40.48% of the two-year range[43]. - CSI 1000: Recent quarterly average 0.26%, 50.20% of the two-year range[43].

Core Viewpoint - The medical device company, Xinmai Medical, has experienced its slowest growth year since its IPO, with a slight increase in revenue and net profit compared to previous years, indicating a significant downturn in performance and cash flow [1][2]. Group 1: Financial Performance - In 2023, Xinmai Medical reported total revenue of 1.206 billion yuan, a year-on-year increase of 1.61%, and a net profit of 502 million yuan, up 1.96% year-on-year [1]. - The company's revenue and net profit growth rates had previously exceeded 30% from 2020 to 2023, maintaining double-digit growth even in 2022 [1]. - In the third and fourth quarters of 2024, the company saw a decline in revenue to 182 million yuan and 237 million yuan, respectively, and a net profit drop to 150 million yuan and a loss of 5.1 million yuan, compared to the same periods in 2023 [1]. - The net cash flow from operating activities deteriorated sharply, falling from 212 million yuan and 130 million yuan in the first half of 2024 to 33 million yuan and a negative 1.84 million yuan in the third and fourth quarters, respectively [1]. Group 2: Pricing and Regulatory Challenges - The performance issues are closely tied to the pricing controversy surrounding the core product, the Castor® stent, which faced scrutiny from the National Healthcare Security Administration (NHSA) regarding its pricing structure [2]. - The NHSA highlighted that the factory price of the Castor stent was approximately 50,000 yuan, while the hospital procurement price exceeded 120,000 yuan, indicating a markup of over 100% [2]. - Following public and regulatory pressure, Xinmai Medical announced a price reduction for the Castor stent to a maximum of 71,500 yuan, a decrease of 40.42% [2]. - The NHSA's intervention marks a significant shift in regulatory oversight, extending from pharmaceuticals to high-value medical devices, indicating a trend towards increased price transparency and cost control in the industry [3]. Group 3: Market Dynamics and Competition - The domestic aortic stent market is facing challenges of slowing growth and intensified competition, with a domestic market share exceeding 60% [3]. - Despite Xinmai Medical's leading position in the thoracic aortic market, it lags behind foreign competitors like Medtronic in the abdominal aortic segment [3]. - The ongoing centralized procurement initiatives are prompting foreign brands to lower prices, reshaping market dynamics and increasing competitive pressure on domestic players [4]. Group 4: Global Expansion and Strategic Moves - In response to domestic pricing pressures, Xinmai Medical is accelerating its global expansion, with overseas revenue growing by 75% in 2024, marking a first-time revenue contribution of over 10% [5]. - The company has invested 463 million yuan to acquire a 72.37% stake in European medical device company Optimum Medical, aiming to enhance local registration and sales in European and American markets [5]. Group 5: Internal Management and Compliance Issues - Xinmai Medical faced a setback when it lost its high-tech enterprise status due to failure to submit annual development reports for two consecutive years, leading to a tax repayment of approximately 60 to 70 million yuan [6]. - The cancellation of this status resulted in a significant impact on net profit, estimated to exceed 10% of the audited net profit for the most recent fiscal year [6]. - The company has since regained its high-tech enterprise certification, allowing it to continue benefiting from a preferential tax rate of 15% [7]. - However, the incident highlighted weaknesses in internal compliance and governance, raising concerns about management effectiveness and risk control capabilities [7]. Group 6: Research and Development Investment - In 2024, Xinmai Medical significantly reduced its R&D investment by 34.91% compared to the previous year, decreasing from 261 million yuan to approximately 171 million yuan [8]. - The proportion of R&D investment relative to revenue fell from 21.94% to 14.05%, indicating a strategic shift that may enhance short-term performance but could jeopardize long-term competitiveness [8]. - The company's net profit growth was minimal at 1.1%, while the non-recurring net profit saw a substantial decline of 15.3%, reflecting a deterioration in profit quality [8].

Investment Rating - The investment rating for the company is "Buy" (maintained) [2] Core Views - The company experienced a slight increase in revenue and net profit for the fiscal year 2024, with total revenue reaching 1.206 billion yuan (up 1.61% year-on-year) and net profit attributable to shareholders at 502 million yuan (up 1.96 year-on-year) [2] - The domestic market is under pressure due to price adjustments of core products and the impact of centralized procurement, with significant declines in revenue and net profit in the fourth quarter of 2024 [3] - The overseas market is showing strong growth, with overseas revenue nearly doubling to 164 million yuan, accounting for approximately 13.6% of total sales, and the company has acquired a European medical device company to expand its market presence [4] - The company has announced an equity incentive plan that reflects confidence in future growth, targeting net profits of no less than 600 million yuan in 2025 and cumulative net profits of 1.32 billion yuan from 2025 to 2026 [4] Financial Performance Summary - For the fiscal year 2024, the company achieved total revenue of 1.206 billion yuan, with projections for 2025, 2026, and 2027 at 1.354 billion yuan, 1.599 billion yuan, and 1.922 billion yuan respectively, representing year-on-year growth rates of 12.2%, 18.1%, and 20.2% [5][7] - The net profit attributable to shareholders is projected to increase from 547 million yuan in 2025 to 758 million yuan in 2027, with corresponding year-on-year growth rates of 9.0%, 14.4%, and 21.0% [5][10] - The earnings per share (EPS) is expected to rise from 4.44 yuan in 2025 to 6.15 yuan in 2027, with price-to-earnings (P/E) ratios decreasing from 22x in 2025 to 16x in 2027 [5][10]

Investment Rating - The investment rating for the company is "Buy" (maintained) [2] Core Views - The company achieved a revenue of 1.206 billion yuan in 2024, a year-on-year increase of 1.61%, and a net profit attributable to the parent company of 502 million yuan, up 1.96% year-on-year [2] - The company is facing pressure in the domestic market due to price adjustments of core products and the impact of centralized procurement [3] - The overseas market is experiencing rapid growth, with overseas revenue reaching 164 million yuan, nearly doubling year-on-year, and accounting for approximately 13.6% of total sales [4] - The company has implemented a stock incentive plan, indicating confidence in future growth, with projected net profits of no less than 600 million yuan in 2025 [4] Financial Performance Summary - In 2024, the company reported quarterly revenues of 358 million yuan, 429 million yuan, 182 million yuan, and 237 million yuan, with significant declines in the second half of the year [3] - The company expects revenues of 1.354 billion yuan, 1.599 billion yuan, and 1.922 billion yuan for 2025, 2026, and 2027 respectively, representing year-on-year growth rates of 12.2%, 18.1%, and 20.2% [5][7] - The projected net profit for 2025 is 547 million yuan, with a growth rate of 9.0%, and is expected to reach 758 million yuan by 2027, growing at 21.0% [5][10] - The company's earnings per share (EPS) are projected to be 4.44 yuan in 2025, 5.08 yuan in 2026, and 6.15 yuan in 2027 [5][10]