江苏新高的律师事务所 关于 南微医学科技股份有限公司 2025 年第三次临时股东大会的 见证法律意见书 地址：南京市秦淮区龙蟠中路 419 号人保（南京）金融大厦 A 座 9、10 楼 电话：（025）84715285 传真：（025）84703306 邮编：210001 江苏新高的律师事务所 关于南微医学科技股份有限公司 2025 年第三次临时股东大会的见证法律意见书 江苏新高的律师事务所 关于南微医学科技股份有限公司 2025 年第三次临时股东大会的见证法律意见书 苏高律股字[2025]第[1101]号 致：南微医学科技股份有限公司 尽责的精神，本所律师对公司所提供的相关文件和有关事实进行了核查和验证， 现出具法律意见如下： 一、本次股东大会的召集、召开程序 （一）本次股东大会的召集 江苏新高的律师事务所（以下简称"本所"）接受南微医学科技股份有限公 司（以下简称"公司"）委托，指派张玫、陈施屹律师（以下简称"本所律师"） 出席公司 2025 年第三次临时股东大会（以下简称"本次股东大会"），就本次 股东大会的合法性进行见证并出具法律意见书。 本法律意见书依据《中华人民共和国公司法》（以下简称"《公司法》 ...

Core Insights - Nanwei Medical's stock rose by 3.89% to close at 86.17 yuan, with two block trades totaling 150,000 shares and a transaction amount of 12.93 million yuan [1] Trading Activity - The first block trade occurred at a price of 86.17 yuan for 75,000 shares, amounting to 6.46 million yuan, with a premium rate of 0.00%. The buyer was GF Securities Co., Ltd. Headquarters, and the seller was China Merchants Securities Co., Ltd. Beijing Jinghui Street Securities Business Department [1] - The second block trade mirrored the first, also at 86.17 yuan for 75,000 shares and 6.46 million yuan, with the same buyer and seller as the first transaction [1] Recent Performance - Over the past three months, Nanwei Medical has recorded four block trades with a total transaction amount of 27.98 million yuan [1] - In the last five trading days, the stock has increased by 5.52%, with a net inflow of 29.67 million yuan from major funds [1]

Core Insights - On November 11, Nanwei Medical executed a block trade of 150,000 shares, with a transaction value of 12.9256 million yuan, accounting for 4.59% of the total trading volume for the day, at a price of 86.17 yuan, which was flat compared to the market closing price of 86.17 yuan [1]. Group 1 - The block trade involved 150,000 shares of Nanwei Medical [1]. - The total transaction amount for the block trade was 12.9256 million yuan [1]. - The transaction price remained unchanged at 86.17 yuan, matching the market closing price [1]. Group 2 - The trading date for the transaction was November 11, 2025 [2]. - The stock code for Nanwei Medical is 688029 [2]. - The transaction was facilitated by Guangfa Securities Co., Ltd. [2].

Market Overview - The medical device sector experienced a slight decline of 0.13% on November 11, with Danaher Biomedical leading the drop [1] - The Shanghai Composite Index closed at 4002.76, down 0.39%, while the Shenzhen Component Index closed at 13289.0, down 1.03% [1] Top Performers - Anxu Bio (688075) saw a closing price of 42.54, with an increase of 4.39% and a trading volume of 23,700 [1] - Nanwei Medical (688029) closed at 86.17, up 3.89% with a trading volume of 31,700 [1] - Yirui Technology (688301) closed at 109.90, increasing by 2.65% with a trading volume of 22,000 [1] Underperformers - Danaher Biomedical (920009) closed at 77.69, down 4.91% with a trading volume of 16,300 [2] - Ruimait (301367) closed at 86.41, down 4.32% with a trading volume of 18,600 [2] - Tianchen Medical (688013) closed at 52.68, down 3.59% with a trading volume of 26,900 [2] Capital Flow - The medical device sector saw a net outflow of 642 million yuan from institutional investors, while retail investors contributed a net inflow of 463 million yuan [2][3] - The top net inflows from retail investors were observed in Nanwei Medical (688029) with 46.22 million yuan, and Tianchen Medical (688013) with 24.78 million yuan [3]

Core Viewpoint - Nanwei Medical's stock has shown a significant increase of 27.99% year-to-date, with a recent trading price of 84.60 CNY per share, indicating strong market interest and performance in the medical device sector [1][2]. Financial Performance - For the period from January to September 2025, Nanwei Medical achieved a revenue of 2.381 billion CNY, representing a year-on-year growth of 18.29%. The net profit attributable to shareholders was 509 million CNY, reflecting a growth of 12.90% [2]. - Cumulative cash dividends since the company's A-share listing amount to 978 million CNY, with 664 million CNY distributed over the past three years [3]. Stock Market Activity - As of November 11, the stock price of Nanwei Medical increased by 2.00% during trading, with a total market capitalization of 15.892 billion CNY. The trading volume reached 113 million CNY, with a turnover rate of 0.72% [1]. - The stock has experienced a recent net inflow of 2.881 million CNY from major funds, indicating positive investor sentiment [1]. Shareholder Structure - As of September 30, 2025, the number of shareholders increased to 12,500, with an average of 15,009 circulating shares per person, a decrease of 1.36% from the previous period [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited is the fifth largest with 3.6594 million shares, marking its entry as a new shareholder [3].

Investment Rating - The report maintains a "Buy" rating for several key companies in the pharmaceutical and biotechnology sector, including WuXi AppTec, Sangamo Therapeutics, and Tigermed [2][8]. Core Insights - The report highlights a positive outlook for the pharmaceutical sector, anticipating a recovery in demand and profitability for innovative drug companies, particularly in the CRO/CDMO and life sciences upstream segments [7][14]. - The recent national medical insurance negotiations have concluded, with a focus on supporting innovative drug chains, and the new drug list is set to be implemented on January 1, 2026 [14][56]. - The report emphasizes the importance of monitoring developments in innovative therapies for breast cancer, particularly the advancements in KAT6 inhibitors and PI3K/mTOR inhibitors [15][20]. Summary by Sections Company Performance - Key companies recommended for investment include WuXi AppTec, WuXi Biologics, and Tigermed, all showing strong growth potential [2][8]. - The report notes that the pharmaceutical sector's overall market capitalization is approximately 731.50 billion, with a circulating market value of around 661.54 billion [5]. Market Trends - The report indicates that the pharmaceutical sector has experienced a decline of 2.40% recently, while the broader market (CSI 300) increased by 0.82%, suggesting a challenging environment for the sector [7][14]. - The report anticipates a gradual recovery in revenue and profit growth for the pharmaceutical sector, with a focus on innovative drugs and medical devices [14][56]. Regulatory Developments - The recent national medical insurance negotiations involved 120 companies, with 127 drugs participating in the basic medical insurance drug list negotiations [14][56]. - The introduction of a dual directory review model is expected to further support the innovative drug chain [14][56]. Innovation Focus - The report highlights the ongoing clinical trials for Celcuity's Gedatolisib and the advancements in KAT6 inhibitors by domestic companies, indicating a strong focus on innovative cancer therapies [15][20]. - The report suggests that companies like Kangchen Pharmaceutical are making significant strides in the KAT6 inhibitor space, positioning themselves competitively in the international market [53].

Group 1: Financial Engineering Research - The report predicts the adjustment list for the constituent stocks of major indices in December 2025 based on the adjustment rules of the CSI and Guozheng indices, and measures liquidity shocks from a market-wide perspective [1][30] - As of the end of October 2025, the ETF sizes for major market indices such as SSE 50, STAR 50, CSI 300, CSI 500, CSI 1000, and ChiNext have reached 192.6 billion, 180.1 billion, 1,254.7 billion, 181.9 billion, 170.2 billion, and 141.0 billion respectively, indicating a 4.7 times growth compared to the end of 2021 [2][30] - The report outlines the periodic adjustment rules for core indices, noting that adjustments occur twice a year for SSE 50, CSI 300, CSI 500, CSI 1000, and ChiNext, and four times a year for STAR 50 [2][30] Group 2: New Stock Research - In the first three quarters of 2025, IPO support policies have been frequent, leading to a recovery in the issuance pace and fundraising scale, with a total of 773.02 billion raised, a 61% year-on-year increase [5][6] - The report anticipates an acceleration in IPO issuance over the next year, estimating that A-class/B-class accounts with a scale of 500 million will see additional yield increases of approximately 2.82% and 2.20% respectively [7][6] - The approval pace for existing projects is tight, with a high-quality project reserve expanding, indicating a positive outlook for future IPOs [6][7] Group 3: Company Research - Yum China - Yum China's Q3 2025 revenue reached 3.206 billion USD, a year-on-year increase of 4%, with operating profit at 400 million USD, up 8% [9][10] - Same-store sales continued to show positive growth, with KFC and Pizza Hut same-store sales increasing by 2% and 1% respectively [9][10] - The company plans to return 3 billion USD to shareholders through dividends and buybacks from 2025 to 2026, with projected EPS for 2025-2027 at 2.50, 2.88, and 3.16 USD [8][9] Group 4: Company Research - Nanwei Medical - Nanwei Medical achieved revenue of 2.381 billion CNY in the first three quarters of 2025, a year-on-year increase of 18.29%, with net profit of 509 million CNY, up 12.90% [17][18] - The company’s overseas sales maintained strong growth, with revenue reaching approximately 1.4 billion CNY, a 42% year-on-year increase [18][19] - The company is focusing on integrating its CME operations, with a new production facility in Thailand expected to be operational by the end of 2025 [19] Group 5: Company Research - Yongxing Materials - Yongxing Materials reported revenue of 5.547 billion CNY in the first three quarters of 2025, a year-on-year decrease of 10.98%, with net profit down 45.25% [21][22] - The decline in performance is attributed to falling lithium prices, with the average price of lithium carbonate showing fluctuations throughout the year [22] - The company maintains a high dividend payout, planning to distribute 528 million CNY in cash dividends in 2024, representing over 50% of its net profit [23] Group 6: Company Research - I Love My Home - I Love My Home reported a revenue of 8.165 billion CNY in the first three quarters of 2025, a year-on-year decrease of 6.81%, while net profit surged by 398.75% [24][26] - The company’s transaction volume increased significantly, with total housing transaction amounts reaching 196.2 billion CNY, a 5.2% year-on-year increase [26][27] - The company continues to focus on core cities, with a total of 2,549 operational stores as of Q3 2025 [26]

Investment Rating - The report maintains a "Buy" rating for the company [7][13]. Core Views - The impact of centralized procurement is expected to stabilize gradually, while overseas markets continue to drive growth. The company is actively collaborating with distributors to reduce inventory, and new products are receiving positive feedback. Domestic growth is anticipated to recover in 2026 as the effects of centralized procurement stabilize [2][13]. Financial Summary - Total revenue for 2023 is projected at 2,411 million, with a year-on-year growth of 21.8%. By 2027, revenue is expected to reach 4,750 million, reflecting a compound annual growth rate (CAGR) of approximately 20.4% [5][14]. - Net profit attributable to the parent company is forecasted to grow from 486 million in 2023 to 944 million in 2027, with a CAGR of 18.4% [5][14]. - Earnings per share (EPS) is expected to increase from 2.59 in 2023 to 5.02 in 2027 [5][14]. Market Performance - The company's current stock price is 81.77, with a target price set at 99.38, indicating a potential upside [7][8]. - The stock has a market capitalization of 15,360 million and has traded within a 52-week range of 56.98 to 100.35 [8][9]. Growth Drivers - The overseas business is maintaining rapid growth, with revenue from exports reaching approximately 1.4 billion in the first three quarters of 2025, a year-on-year increase of 42% [13]. - Innovative products are expected to contribute significantly to growth, with notable increases in sales for visual products and sponge stents in key markets [13]. Strategic Initiatives - The company is focusing on inventory reduction and risk management strategies, with current channel inventory at historically low levels. The integration of CME is progressing, and a new production facility in Thailand is expected to commence operations by the end of 2025, primarily serving the U.S. market [13].

南微医学科技股份有限公司 2025 年第三次临时股东大会会议资料 证券代码：688029 证券简称：南微医学 南微医学科技股份有限公司 2025 年第三次临时股东大会会议资料 2025 年 11 月 南微医学科技股份有限公司 2025 年第三次临时股东大会会议资料 2025 年第三次临时股东大会 目录 | 2025 | 年第三次临时股东大会会议须知 3 | | --- | --- | | 2025 | 年第三次临时股东大会议程 5 | | 2025 | 年第三次临时股东大会议案 7 | | 议案 | 1《关于取消监事会并修订<公司章程>的议案》 7 | | 议案 | 2《关于修订、新增及废止部分公司治理制度的议案》 8 | 2 南微医学科技股份有限公司 2025 年第三次临时股东大会会议资料 南微医学科技股份有限公司 2025 年第三次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证大 会的顺利进行，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》《上市公司股东会规则》以及《南微医学科技股份有限公司章 程》（以下简称"《公司章程》"）《南 ...

Investment Rating - Maintain Outperform rating for the company [1][11] Core Views - The company has shown stable core business growth, with revenue reaching RMB 2.38 billion (+18.29%) and net profit attributable to shareholders at RMB 509 million (+12.90%) in the first three quarters of 2025. Q3 2025 revenue was RMB 815 million (+20.12%) [5][11] - The overseas business continues to grow rapidly, with exports reaching approximately RMB 1.4 billion, up 42% year-on-year, and Q3 2025 overseas revenue at RMB 490 million, up 38% year-on-year [5][11] - The impact of centralized procurement is stabilizing, and channel inventory is at historic lows, which is expected to support steady domestic business growth in 2026 [5][11] Financial Summary - Total revenue projections for 2023A to 2027E are as follows: RMB 2,411 million, RMB 2,755 million, RMB 3,285 million, RMB 3,947 million, and RMB 4,750 million, with respective growth rates of 21.8%, 14.3%, 19.2%, 20.1%, and 20.4% [4][6] - Net profit attributable to shareholders is projected to grow from RMB 486 million in 2023A to RMB 944 million in 2027E, with growth rates of 47.0%, 13.9%, 20.5%, 19.5%, and 18.4% [4][6] - The company’s EPS is expected to increase from RMB 2.59 in 2023A to RMB 5.02 in 2027E [4][6] Market Position and Strategy - The company is focusing on reducing inventory and risk, avoiding short-term volume and performance stacking, which has led to channel inventory being at historic lows [5][11] - The CME integration is progressing steadily, with a new plant in Thailand expected to start production by the end of 2025, initially supplying the USA and later expanding to Europe and other markets [5][11]