YUAN LAW OFFICES 北京 BEIJING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONG KONG · 广州 GUANGZHOU · 西安 XI'AN 致:上海三友医疗器械股份有限公司 北京市嘉源律师事务所 关于上海三友医疗器械股份有限公司 2024年年度股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 量师事务所 北京市嘉源律师事务所 关于上海三友医疗器械股份有限公司 2024 年年度股东大会的 法律意见书 嘉源(2025)-04-369 北京市嘉源律师事务所(以下简称"本所")接受上海三友医疗器械股份有 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 海三友医疗器械股份有限公司章程》(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(以下简称"本次股东大会")进行见证, 并依法出具本法律意见书。 为出具本法律意见书,本 ...

证券代码：688085 证券简称：三友医疗 公告编号：2025-041 上海三友医疗器械股份有限公司 关于 2025 年度"提质增效重回报"行动方案的公告 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、准确性和完整性依法承担法律责任。 为贯彻中央经济工作会议、中央金融工作会议精神，践行以投资者为本的 理念，落实上海证券交易所《关于开展科创板公司"提质增效重回报"专项行 动的倡议》，上海三友医疗器械股份有限公司（以下简称"公司"）于 2024 年 7 月 18 日在上海证券交易所网站披露了《关于 2024 年度"提质增效重回报"行 动方案的公告》。2024 年，公司切实履行"提质增效重回报"行动方案的具体 举措，推动公司持续优化经营、规范治理，切实履行上市公司的责任和义务， 维护公司全体股东利益。 为延续 2024 年度行动方案之成果，进一步提高公司质量，公司制定了 《2025 年度"提质增效重回报"行动方案》并对 2024 年度"提质增效重回报" 行动方案进行年度评估。该方案已经公司第三届董事会第二十七次会议审议通 过，具体如下： 一、深耕公司主营业务， ...

Group 1 - Huiyu Pharmaceutical's subsidiary received drug registration certificate for Carboxymethyl Sodium Injection, which is used for treating bleeding diseases in various medical fields [1] - Baihe Co., Ltd. announced a plan for a director to reduce holdings by up to 424,000 shares, representing 0.6625% of the total share capital [1] - Kingood Co., Ltd. received a notification from a global leading automaker for a wheel project, expected to start mass production in 2026 with a lifecycle of 10 years [1][2] Group 2 - Wanhua Chemical plans to repurchase shares worth between 300 million and 500 million yuan, with a maximum repurchase price of 99.36 yuan per share [2] - Warner Pharmaceutical's subsidiary received approval for Acetylcysteine raw material drug, primarily used for treating respiratory diseases [3] - ST Mingcheng plans to publicly transfer 45% equity of its subsidiary, aiming to optimize asset structure [4] Group 3 - Qixia Construction announced a plan to reduce up to 31.5 million shares, accounting for 3% of total share capital [5][6] - Zhejiang Rongtai intends to invest 20 million yuan to establish a wholly-owned subsidiary focused on intelligent robotics [7] - Yuandong Biological received drug registration for Chloral Hydrate Enema, used for sedation and seizure control in children [9] Group 4 - Jiemai Technology's subsidiary signed a strategic cooperation agreement with a solid-state battery company to produce high-safety composite conductive materials [10] - Xianju Pharmaceutical received drug registration for Progesterone Soft Capsules, used for treating functional disorders due to luteal deficiency [11] - Lanhua Kecai's subsidiary reported a temporary production halt, with the resumption date yet to be determined [13] Group 5 - Sinopharm Modern's subsidiary received drug registration for Tocilizumab Tablets, used for treating rheumatoid arthritis and other conditions [15] - Shanghai Bank announced the resignation of its vice president due to organizational adjustments [17] - Shanghai Pharmaceutical's Ephedrine Injection passed the consistency evaluation for generic drugs [19] Group 6 - Rundu Co., Ltd. received drug registration for Amlodipine and Olmesartan Tablets, aimed at treating hypertension [21] - Zhong'an Technology announced that 61 million shares held by its controlling shareholder will be auctioned [23] - Shanghai Washba plans to purchase patent assets and establish two subsidiaries focused on hydrogen energy and solid-state battery technologies [25] Group 7 - Nuo Cheng Jianhua's new drug Tafasitamab received approval for treating relapsed/refractory diffuse large B-cell lymphoma [26] - Benli Technology plans to use up to 200 million yuan of idle funds for cash management and financial investments [28] - Taiji Co., Ltd. intends to use 60 million yuan of idle funds to purchase financial products [29] Group 8 - Haishi Co. announced that its innovative drug Anreke Fen Injection received drug registration for treating postoperative pain [32] - Yulong Co. will have its stock delisted on May 27, 2025, following a decision by the Shanghai Stock Exchange [36] - Weifu High-Tech plans to establish a joint venture with Shanghai Baolong Automotive Technology [38] Group 9 - Xichang Electric Power expects a net profit reduction of approximately 5.4 million yuan due to adjustments in the time-of-use electricity pricing mechanism [39] - Alter signed a contract worth 6.8 billion yen for the development and procurement of large truck EV kits [41] - Zhonglian Heavy Industry plans to acquire controlling stakes in its financing leasing subsidiary through public bidding [42] Group 10 - Sanyou Medical's executive plans to reduce holdings by up to 1.44% of the company's shares [43] - Hangyang Co. plans to establish a subsidiary for large modular cryogenic equipment manufacturing with an estimated investment of 557 million yuan [44] - FAW Fuwi received a notification for a dashboard project from a well-known new energy brand, with total sales expected to reach 1.06 billion yuan [45]

Core Viewpoint - David Fan, a significant shareholder and executive of Sanyou Medical, plans to reduce his stake by up to 4,000,000 shares, approximately 1.44% of the total shares, due to personal financial needs [1] Company Performance - In 2024, the company reported a revenue of 454 million yuan, a year-on-year decrease of 1.48%, and a net profit attributable to shareholders of 11.47 million yuan, down 88.00% [2] - The company's cash flow from operating activities was 10.96 million yuan, a decline of 95.90% compared to the previous year [2] - For Q1 2025, the company achieved a revenue of 116 million yuan, a year-on-year increase of 34.72%, and a net profit of 12.82 million yuan, marking a return to profitability [2] Shareholding Structure - As of the disclosure date in 2024, the total share capital of the company was 277,885,415 shares, with Xu Nong holding 11.78%, Chaos Tiancheng 2.66%, Michael Mingyan Liu 9.10%, and David Fan 6.25%, collectively controlling 29.80% of the shares [3] - The actual controllers of the company are Xu Nong, Michael Mingyan Liu, and David Fan, who have formed a concerted action relationship [2][3] Fundraising and Financial Transactions - Sanyou Medical raised a total of 1.076 billion yuan through its IPO, with a net fundraising amount of 978 million yuan, exceeding the original plan by 378 million yuan [4] - The company plans to use the raised funds for orthopedic implant expansion, product development, marketing network construction, and working capital [4] - The company completed a transaction to acquire a 37.1077% stake in Waterwood Tianpeng for 330.92 million yuan and 100% of Shanghai Hanzhan for 84.76 million yuan [6][7]

Group 1 - The People's Bank of China emphasizes the implementation of a moderately loose monetary policy to meet the financing needs of the real economy and support key areas such as technological innovation and consumption [2] - The Ministry of Finance reports that from January to April, the national general public budget revenue reached 80,616 billion yuan, a year-on-year decrease of 0.4%, with the decline narrowing by 0.7 percentage points compared to the first quarter [3] - In April, tax revenue increased by 1.9% year-on-year, marking the first month of positive growth this year, while the total tax revenue from January to April was 65,556 billion yuan, down 2.1% year-on-year [4] Group 2 - The Ministry of Finance announces that the securities transaction stamp duty for January to April was 53.5 billion yuan, a year-on-year increase of 57.8% [5] - The National Energy Administration reports that the total electricity consumption in April was 7,721 billion kilowatt-hours, a year-on-year increase of 4.7% [6] - The National Development and Reform Commission states that most policies aimed at stabilizing employment and the economy are expected to be implemented by the end of June [8] Group 3 - The National Development and Reform Commission highlights the need to address "involution" competition that distorts market mechanisms and disrupts fair competition [9] - The China Automobile Industry Association reports that the top ten car manufacturers sold 2.502 million vehicles from January to April, accounting for 68.7% of total car sales [10] - A joint document from the Central Cyberspace Affairs Commission, the National Development and Reform Commission, and the Ministry of Industry and Information Technology outlines goals for IPv6 deployment by 2025, including reaching 850 million active users [11] Group 4 - Various companies are making significant moves, such as Zhaoyi Innovation planning to issue H-shares and list on the Hong Kong Stock Exchange, and several companies announcing share repurchase plans [13] - The Ministry of Finance reports that the total assets and loan growth rates of state-owned banks have slightly declined compared to 2024, but remain relatively high [14] - Zhongtai Securities discusses the logic behind the recent rise in bank stocks, indicating a strong rationale for continued investment in this sector [15]

Group 1: Financial Support and Economic Policies - The People's Bank of China emphasizes the implementation of a moderately loose monetary policy to meet the financing needs of the real economy and maintain reasonable growth in financial totals [2] - The meeting highlighted the need to support key areas such as technological innovation, consumption, small and micro enterprises, and stabilizing foreign trade [2] - The National Development and Reform Commission plans to implement most employment and economic stabilization policies by the end of June [8] Group 2: Fiscal Revenue and Taxation - From January to April, the national general public budget revenue reached 80,616 billion yuan, a year-on-year decrease of 0.4%, with the decline narrowing by 0.7 percentage points compared to the first quarter [3] - In April, tax revenue increased by 1.9% year-on-year, marking the first month of positive growth this year [4] - The securities transaction stamp duty for January to April was 53.5 billion yuan, a year-on-year increase of 57.8% [5] Group 3: Energy Consumption - In April, the total electricity consumption reached 7,721 billion kilowatt-hours, a year-on-year increase of 4.7% [6] - From January to April, total electricity consumption was 31,566 billion kilowatt-hours, with a year-on-year growth of 3.1% [6] Group 4: Automotive Industry - In the first four months, the top ten car manufacturers sold 2.502 million vehicles, accounting for 68.7% of total car sales [11] - Among these manufacturers, BYD, Geely, SAIC-GM-Wuling, and FAW saw varying degrees of sales growth compared to the same period last year [11] Group 5: IPv6 Deployment - The Central Cyberspace Affairs Commission, National Development and Reform Commission, and Ministry of Industry and Information Technology aim to establish a leading global IPv6 technology and application system by the end of 2025 [12] - The target includes reaching 850 million active IPv6 users and 1.1 billion IoT IPv6 connections [12]

Group 1 - Zhaoyi Innovation plans to issue H-shares and list on the Hong Kong Stock Exchange, considering the interests of existing shareholders and market conditions [3] - ST Zhongdi has decided to abandon the commercial opportunity for the Jiageng Ke Yi City land project, with the controlling shareholder planning to develop the project instead [4] - Xichang Electric Power expects a reduction of approximately 5.4 million yuan in net profit for 2025 due to adjustments in the time-of-use electricity pricing mechanism [5] Group 2 - Sanfu New Materials intends to invest 620 million yuan in a project for high-safety dry electrode battery key materials and high-frequency electronic information composite materials [6] - Weifu High-Tech's subsidiary plans to establish a joint venture with Baolong Technology to expand the active suspension motor hydraulic pump business [7] - Yulong Co., Ltd. will have its stock delisted on May 27, 2025, following a decision by the Shanghai Stock Exchange [8] Group 3 - Chen'an Technology's shareholder is transferring 6.27% of the company's shares to Hefei Guotou, aiming to introduce strategic investors [9] - Huamao Technology is planning to acquire a 100% stake in Fuchuang Youyue, with stock trading suspended for up to 10 trading days [11] - Baolong Technology's subsidiary will collaborate with Weifu High-Tech's subsidiary to develop core components for the active suspension system [12] Group 4 - Zhongnong Lihua intends to acquire at least 50% of Taizhou Agricultural Supplies, enhancing its product and service range [13] - Weiling Co., Ltd.'s subsidiary has successfully acquired 74.3% of Jiayu Mining for 220 million yuan, focusing on expanding into the non-ferrous metal resource sector [14][15] - Hengshi Technology's subsidiary has been approved for public transfer of shares on the New Third Board [16] Group 5 - Xiang Teng New Materials plans to acquire an additional 12.5% stake in its subsidiary Shanghai Shangda for 25.3 million yuan [17] - ST Texin has extended its employee stock ownership plan by 12 months, reflecting confidence in the company's long-term development [18] - Baili Electric has issued a risk warning regarding its stock price increase, indicating no significant changes in fundamentals [19] Group 6 - Hu Silicon Industry plans to acquire minority stakes in three semiconductor companies for approximately 7.04 billion yuan [20][21] - Demais plans to change its controlling shareholder, leading to a temporary suspension of stock trading [22] - FAW Fuwei has received a notice from a well-known new energy brand for a project expected to generate 1.06 billion yuan in total sales over its lifecycle [23] Group 7 - Hangyang Co. plans to establish a subsidiary for a large modular cryogenic equipment manufacturing project with an estimated investment of 557 million yuan [24] - Jiewate intends to acquire 40.89% of Tianyi Hexin for 319 million yuan, enhancing its product line in the signal chain category [25] - Dingxin Communications has elected a new chairman following the resignation of the previous chairman [26][27] Group 8 - Aofei Entertainment plans to invest 10 million yuan in a partnership to indirectly invest in AI robotics company Xuan Yuan Technology [28] - Huaxi Energy's controlling shareholder has been detained, but the company states that operations remain normal [29] - Yihe Jiaye will change its stock name to "Ruimaite" starting May 21 [30] Group 9 - Zhongjin Environment will change its name to "Southern Pump Industry" effective May 21 [31] - Hong Sifang's subsidiary plans to invest approximately 1.49 billion yuan in a new chemical materials and fertilizers industrial park [32] - Buchang Pharmaceutical's subsidiary has signed a research agreement for MF59 adjuvant with a pharmaceutical company [33] Group 10 - Hongjing Technology has signed a service contract worth 597 million yuan for a smart computing project [34] - Zhuojin Co. has won a bid for a soil remediation project worth 67.68 million yuan [35] - Xinjiang Jiaojian has been awarded a contract for a highway project valued at 451 million yuan [36] Group 11 - China National Materials Energy's subsidiary has signed a contract for an EPC project in Uzbekistan worth approximately 1.252 billion yuan [37] - Ruixin Microelectronics' shareholder plans to reduce its stake by up to 2% [38] - Shanghai Yizhong's shareholder also plans to reduce its stake by up to 2% [39] Group 12 - Sanyou Medical's controlling shareholder plans to reduce its stake by up to 1.44% [40] - Hangdian Co.'s controlling shareholder plans to reduce its stake by up to 1.93% [41] - Shangwei New Materials' shareholder plans to reduce its stake by up to 3% [42] Group 13 - Mingchen Health plans to repurchase shares worth between 30 million and 50 million yuan [43] - Jiuhua Tourism plans to raise up to 500 million yuan through a private placement for various projects [44] - Yuegui Co. plans to raise up to 900 million yuan for several projects [46]

Summary of Key Points Core Viewpoint - Shanghai Sanyou Medical Devices Co., Ltd. announced a share reduction plan by its executive David Fan due to personal financial needs, which will not affect the company's control structure significantly [1][8]. Basic Information - As of the announcement date, David Fan holds 17,379,262 shares, representing 6.25% of the total share capital. His associates, including Xu Nong and the Chaos Tiancheng Asset Management plan, collectively hold 82,813,680 shares, accounting for 29.80% of the total shares [1][2]. Details of the Reduction Plan - David Fan plans to reduce his holdings by up to 4,000,000 shares, approximately 1.44% of the total share capital, through block trading within three months starting from June 16, 2025, to September 8, 2025 [1][4]. - The reduction will be limited to a maximum of 2% of the total shares within any consecutive 90-day period [1][4]. Shareholder Information - The reduction plan does not involve other significant shareholders, such as Xu Nong and Michael Mingyan Liu, who are not participating in this reduction [2][3]. - Xu Nong holds 32,748,313 shares (11.78%), and Michael Mingyan Liu holds 25,284,935 shares (9.10%) [2][3]. Previous Commitments - The major shareholders, including David Fan and others, had previously committed not to transfer or manage their shares for a specified period following the company's IPO [5][6][7]. Impact on Control - After the planned reduction, the actual control of the company will remain unchanged, with the controlling shareholders' stake decreasing from 29.80% to 28.36% [8].

基本情况 截至本公告披露日，上海三友医疗器械股份有限公司（以下简称"公 司"）实际控制人之一、董事、资深副总裁兼董秘 David Fan（范湘龙） 先生持有公司股份 17,379,262 股，占公司总股本 6.25%。David Fan (范 湘龙)先生的一致行动人徐农先生及其一致行动人混沌天成资管－徐 农－混沌天成精选策略 18 号单一资产管理计划（以下简称"混沌天成 18 号"）直接持有公司股份 40,149,483 股、Michael Mingyan Liu（刘 明岩）先生直接持有公司股份 25,284,935 股，上述一致行动人合计直 接持有公司股份 82,813,680 股，占比 29.80%。 减持计划的主要内容 证券代码：688085 证券简称：三友医疗 公告编号：2025-040 上海三友医疗器械股份有限公司 董事兼高管减持股份计划公告 本公司董事会、全体董事及相关股东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。 重要内容提示： 一、减持主体的基本情况 注：当前持股股份来源中"IPO 前取得" 包含首次公开发行股票并上市前持 ...

Group 1: Yihua Jiaye - Yihua Jiaye achieved revenue and net profit growth in Q1 2025, driven by the end of inventory destocking in the US ventilator market and the addition of a senior consumer marketing expert [1] - Domestic market revenue and gross margin improved, with a stable channel transition [1] - The company has achieved basic localization of core components, ensuring supply chain security [1] - A strategic partnership with Hanyu Pharmaceutical was established to jointly develop ventilators and casein active peptide applications, expanding health consumer channels [1] - The European market cloud platform construction is nearly complete, with over 20 agents connected [1] - A confidentiality agreement was signed with Qiangnao Technology to discuss brain-computer interface technology cooperation [1] - The newly launched P5 series ventilators primarily target domestic hospital channels and generated sales revenue in Q1 2025 [1] Group 2: Sanyou Medical - Sanyou Medical's wholly-owned subsidiary, Tuoteng (Suzhou), hosted an investor visit on May 14, 2025, showcasing multi-arm surgical robot technology [2] - The commercialization plan includes integrating ultrasonic bone knives and implants, with early communication with doctors and collaboration with renowned hospitals for preclinical research [2] - The domestic application of orthopedic robots mainly focuses on positioning and navigation, with low market penetration and certain operating costs for robotic surgeries [2] - The Spring Breeze Robot features a three-arm design, high precision positioning, and rapid registration without intraoperative CT scanning [2] - Robot products have received testing reports but have not yet obtained registration approval, with overseas clinical surgery validation completed [2] - The Waterwood Tianpeng business is performing well, with significant growth in revenue and net profit, and international business is expanding [2] - The international strategy includes exporting innovative technologies and products, utilizing existing channels from Implanet, and introducing the JZZ resistance band series [2] Group 3: Kaili Medical - In 2024, various provinces and cities in China announced large-scale medical equipment procurement plans, but the implementation rate is low, with expected rollout in 2025 potentially lowering industry gross margins while increasing market share for leading brands [3] - The minimally invasive surgery business is projected to grow by 30% in revenue in 2024, with expected losses narrowing in 2025 [3] - The cardiovascular intervention product line is still in a strategic investment phase [3] - The company is developing a unique solution for minimally invasive surgery through the "Zhihui" operating room concept, with rapid growth in rigid endoscope business [3] - AI is expected to enhance physician efficiency, and the company is committed to an "equipment + AI" strategy, achieving progress in multiple areas [3]