证券代码：688085 证券简称：三友医疗 公告编号：2025-085 上海三友医疗器械股份有限公司 2025年第五次临时股东会决议公告 本公司董事会及全体董事保证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： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东会召开的时间：2025 年 11 月 7 日 （二） 股东会召开的地点：上海市嘉定区嘉定工业区汇荣路 385 号公司会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 59 | | --- | --- | | 普通股股东人数 | 59 | | 2、出席会议的股东所持有的表决权数量 | 87,617,658 | | 普通股股东所持有表决权数量 | 87,617,658 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 26.2751 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 26.2751 | （四） 表 ...

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 2025 年第五次临时股东会的 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 源 酒 中 新 事 分 P A 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 2025年第五次临时股东会的 法律意见书 嘉源(2025)-04-793 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 2025年第五次临时股东会(以下简称"本次股东会")进行见 证,并依法出具本法律 ...

Macroeconomic News - The State Council announced the holiday schedule for 2026, including a 3-day break for New Year's, a 9-day break for Spring Festival, and a 5-day break for Labor Day [2] - The Ministry of Commerce responded to questions regarding ASML, stating that the Dutch government interfered with the company's internal affairs and that ASML (Netherlands) announced on October 26 to stop supplying wafers to ASML (China), causing disruptions in the global semiconductor supply chain [2] - The People's Bank of China will conduct a 700 billion yuan reverse repurchase operation on November 5, 2025, to maintain liquidity in the banking system [3] - In October, the central bank resumed trading of government bonds, with a net injection of 20 billion yuan [3] - The U.S. Senate failed to pass a temporary funding bill again, leading to a record government shutdown [3] Company News - Fuyao Glass announced a change in its legal representative from Cao Dewang to his son, Cao Hui [8] - Industrial Fulian reported a cumulative repurchase of 0.04% of its shares, amounting to 147 million yuan as of October 31 [9] - True Love Home announced plans for a change in control, leading to a stock suspension [10] - ST Wanfang disclosed that its stock price volatility was mainly due to market speculation regarding a change in control [11] - Siwei Liekong announced the dismissal of Deputy General Manager Zhao Jianzhou, who is under investigation [12] - Haichuang Pharmaceutical completed the enrollment of the first batch of participants in the Phase II clinical trial for its drug HP515, targeting metabolic-associated fatty liver disease [13] - Midea Group has repurchased a total of 9.575 billion yuan of its A-shares [14] - Tianpu Co. completed the transfer of shares with its controlling shareholder and a related party [15] - Baili Tianheng's innovative biopharmaceutical T-Bren (HER2ADC) has been included in the list of breakthrough therapy varieties [16] - Redik announced plans to acquire a 20.41% stake in robotics and brain-computer interface company Aoyi Technology for 160 million yuan [17] Global Market - U.S. stock indices collectively fell, with the Nasdaq down 2.04%, S&P 500 down 1.17%, and Dow Jones down 0.53% [18] - Major technology stocks declined, with Intel dropping over 6%, Tesla over 5%, and Nvidia nearly 4% [18] - Cryptocurrency stocks saw significant declines, with Bakkt down nearly 20% and Galaxy Digital down over 10% [18] - European major indices mostly closed lower, with Germany's DAX30 down 0.6% [18] Investment Opportunities - The robot industry in China saw a revenue increase of 29.5% year-on-year in the first three quarters of this year, with industrial robot production reaching 595,000 units and service robot production reaching 13.5 million units, surpassing the total production for 2024 [23] - Dongfang Securities believes that the industry is expected to enter a mass production phase next year, benefiting component manufacturers with excellent manufacturing and management capabilities [24] - SK Hynix announced the development of new storage products, including AI-DRAM and AI-NAND, and is deepening partnerships to advance AI manufacturing technology [25] - Guotai Junan Securities noted that the storage industry has entered a new upcycle, driven by the increasing demand for memory capacity due to AI model training and inference [25]

Core Insights - The Social Security Fund has disclosed its stock holdings for the third quarter, appearing in the top ten shareholders of 73 stocks, with 27 new entries and 20 increased holdings [1][2] - The total shareholding amounts to 337 million shares, with a market value of 18.639 billion yuan [1] - The fund's holdings are primarily concentrated in the electronics, machinery, and pharmaceutical industries [2] Group 1: Stock Holdings - The highest shareholding ratio by the Social Security Fund is in Andar Intelligent, accounting for 10.57% of circulating shares, followed by Sany Renewable Energy at 7.64% [2] - Eight stocks have over 10 million shares held by the fund, with Transsion Holdings having the largest holding of 32.7184 million shares [2] - The top three stocks by market value held are Transsion Holdings (3.082 billion yuan), Western Superconductor (1.34 billion yuan), and Times Electric (796 million yuan) [2] Group 2: Performance Metrics - Among the stocks held, 47 reported a year-on-year increase in net profit for the first three quarters, with Yuanjie Technology showing the highest growth of 19,348.65% [2] - The average performance of the stocks held by the Social Security Fund has seen a decline of 3.00% since October [3] - The best-performing stock is Foxit Software, with a cumulative increase of 41.07%, while the largest decline is seen in Lexin Technology, down 24.42% [3] Group 3: Shareholding Changes - The fund has reduced its holdings in 15 stocks while maintaining its position in 11 stocks [1] - New entries include Hehui Optoelectronics-U, Guanggang Gas, and Pumen Technology, which have significant shareholding volumes [1][2] - The fund's presence in three stocks, including Yingke Recycling, Kaili New Materials, and Foxit Software, indicates concentrated investments with multiple fund entries [1][2]

Market Overview - On October 31, the software development sector rose by 2.38%, with Foxit Software leading the gains [1] - The Shanghai Composite Index closed at 3954.79, down 0.81%, while the Shenzhen Component Index closed at 13378.21, down 1.14% [1] Top Gainers in Software Development Sector - Foxit Software (688085) closed at 107.40, up 20.00% with a trading volume of 105,700 shares and a transaction value of 1.056 billion [1] - Hehe Information (688615) closed at 216.85, up 14.14% with a trading volume of 112,200 shares and a transaction value of 2.378 billion [1] - Deepin Technology (300454) closed at 131.00, up 13.62% with a trading volume of 209,000 shares and a transaction value of 2.625 billion [1] - Other notable gainers include Star Ring Technology (688031) up 11.18%, 360 (601360) up 10.02%, and Zhong An Ke (600654) up 9.88% [1] Top Losers in Software Development Sector - Geer Software (603232) closed at 23.40, down 8.91% with a trading volume of 772,100 shares and a transaction value of 1.928 billion [2] - Keda Guochuang (300520) closed at 42.27, down 7.75% with a trading volume of 857,800 shares and a transaction value of 3.704 billion [2] - Other notable losers include Gai Lun Electronics (688206) down 4.38% and ST Zhisheng (002253) down 3.25% [2] Capital Flow Analysis - The software development sector saw a net inflow of 2.114 billion from institutional investors, while retail investors experienced a net inflow of 158 million [2] - Notable stocks with significant capital flow include 360 (601360) with a net inflow of 1.720 billion from institutional investors, despite a net outflow of 954 million from retail investors [3] - Other stocks like Keda Xunfei (002230) and Yonyou Network (600588) also showed mixed capital flows with institutional inflows and retail outflows [3]

Core Insights - The Social Security Fund has made significant adjustments to its stock holdings in Q3, with 187 new positions, 156 increases, and 181 reductions in holdings across 615 stocks [1][2] Summary by Category New Positions - The Social Security Fund established new positions in 187 stocks during Q3, with notable entries including China Metallurgical Group, holding 100.36 million shares, and Longi Green Energy, with 79.08 million shares [1][2] - The highest ownership percentage among new positions is in Weilon Co., at 5.60%, followed by Huabao New Energy at 4.96% [1][2] Performance Metrics - Among the new positions, 113 companies reported year-on-year net profit growth, with Huazheng New Materials showing the highest increase of 1042.19% [2] - The average performance of new stocks since October has seen a decline of 1.71%, underperforming the Shanghai Composite Index [2] Notable Stocks - The best-performing new stock is Beifang Changlong, with a cumulative increase of 33.21%, followed by Shengyi Technology and Dongfang Tieta, which rose by 28.66% and 26.50%, respectively [2] - The largest decline was observed in Lexin Technology, which fell by 23.60% [2] Sector Distribution - The new positions span various sectors, including machinery, electric power equipment, basic chemicals, and pharmaceuticals, indicating a diversified investment strategy by the Social Security Fund [1][2]

Investment Rating - The report maintains a "Recommended" rating for the company, with a current stock price of 20.01 yuan [1]. Core Insights - The company has shown a steady growth trend in revenue, with international business performing exceptionally well. For the first three quarters of 2025, the company achieved a revenue of 391 million yuan, representing a year-over-year increase of 17.65%, and a net profit attributable to shareholders of 61.98 million yuan, up 623.19% year-over-year [4][5]. - The company's international business, particularly in the United States, has been a significant driver of growth, with U.S. revenue for the first three quarters increasing by 83.04% year-over-year [5]. - The gross margin has improved significantly, with a Q3 gross margin of 77.04%, indicating enhanced operational quality [6]. - The company has made progress in innovative products, including the approval of the JAZZ fixed tension band system, which enhances its competitive edge in the spinal surgery market [9]. Summary by Sections Financial Performance - In Q3 2025, the company reported a revenue of 142 million yuan, a year-over-year increase of 17.44%, and a net profit of 25.38 million yuan, up 268.13% year-over-year [4][5]. - The company’s revenue for the first three quarters of 2025 was 391 million yuan, with a net profit of 61.98 million yuan [4]. International Business - The U.S. market has become the largest for the company, with revenue reaching 1.8 million euros in the first three quarters, nearly doubling year-over-year [5]. - The French subsidiary, Implanet, achieved a revenue of 2.92 million euros, a year-over-year increase of 26.37% [5]. Product Innovation - The company’s innovative product, the JAZZ fixed tension band system, has received regulatory approval, enhancing its product line in spinal surgery [9]. - The company is also advancing its spinal surgery robot, which has entered the innovation channel, marking a significant milestone in its R&D efforts [9]. Financial Projections - The company is projected to achieve net profits of 87 million yuan, 160 million yuan, and 257 million yuan for the years 2025, 2026, and 2027, respectively [9].

Core Insights - The third quarter report reveals that the social security fund has newly invested in 153 stocks, with a total of 4,277 companies having disclosed their quarterly results [1] - The social security fund is present in 489 stocks, with movements including 124 increases, 141 decreases, and 71 stocks remaining unchanged in holdings [1] - The stocks with the highest new holdings by the social security fund include Jiuzhoutong, Jiangsu Jinzu, and Dongfang Tieta, with holdings of 70.84 million shares, 45.65 million shares, and 45.31 million shares respectively [1] Investment Activity - The social security fund's new investments include 92 companies that reported year-on-year net profit growth, with Huazheng New Materials showing the highest increase of 1,042.19% [2] - The average increase of newly invested stocks since October is 0.22%, underperforming the Shanghai Composite Index [2] - Notable performers among the newly invested stocks include Beifang Changlong with a cumulative increase of 41.55%, followed by Shengyi Technology and Dongfang Tieta with increases of 28.32% and 23.29% respectively [2] Stock Holdings Overview - The top new stocks held by the social security fund include: - Weilon Co., Ltd. with 858.76 million shares, representing 5.60% of circulating shares [2] - Huabao New Energy with 378.08 million shares, representing 4.96% [2] - Changhua Chemical with 259.07 million shares, representing 4.85% [2] - Other significant holdings include Dongfang Tieta with 45.31 million shares and Jiankong Coal with 44.67 million shares, both representing over 2% of circulating shares [2][3] Performance Metrics - The net profit growth leaders among newly invested stocks include: - Huazheng New Materials with a net profit of 62.61 million yuan, a year-on-year increase of 1,042.19% [2] - Tuowei Information and Sanyou Medical with increases of 852.03% and 623.19% respectively [2] - The stock with the largest decline is Hainan Huatie, which has decreased by 23.24% [2]

Investment Rating - The investment rating for the company is "Buy" (maintained) [2] Core Insights - The company reported a revenue of 391 million yuan for the first three quarters of 2025, representing a year-on-year increase of 17.65%, and a net profit attributable to shareholders of 62 million yuan, up 623.19% [6] - The company's core growth driver, the Shuimu Tianpeng product line, continues to show rapid growth, with a revenue of 115 million yuan in the first three quarters, an increase of 52.21% [7] - The international business, particularly in the U.S. market, has become a significant growth engine, with overseas revenue reaching over 18 million yuan, nearly doubling year-on-year [7] Financial Performance Summary - For the first three quarters of 2025, the company achieved a revenue of 391 million yuan (+17.65%) and a net profit of 62 million yuan (+623.19%) [6] - The third quarter alone saw a revenue of 142 million yuan (+17.44%) and a net profit of 25 million yuan (+268.13%) [6] - The company expects revenues of 599 million yuan, 759 million yuan, and 952 million yuan for 2025, 2026, and 2027 respectively, with year-on-year growth rates of 32.0%, 26.8%, and 25.4% [9] Growth Drivers - The company’s ultrasound bone knife product line is experiencing rapid growth, with over 50% increase in both shipment volume and sales value for the high-margin consumables [7] - The innovative spinal surgery robot and the JAZZ system are expected to create long-term competitive advantages, with the robot entering the "innovation channel" for expedited approval [8] - The U.S. market has become the largest market for the company’s subsidiary Implanet, with a revenue growth of 83.04% year-on-year [7]

Group 1: Market Performance - The Hong Kong Innovative Drug Selected ETF (520690) increased by 0.22%, with the latest price at 0.89 yuan as of October 29, 2025 [3] - The ETF recorded a turnover of 4.25% during the trading session, with a total transaction value of 21.78 million yuan [3] - Over the past year, the average daily transaction volume of the ETF was 120 million yuan [3] Group 2: Clinical Data and Industry Insights - Grail presented initial data from its multi-cancer early detection product Galleri at the 2025 ESMO annual meeting, showing a positive predictive value of 61.6% and a specificity of 99.6% [3] - Among the detected new cancers, 69.3% were in stages I-III, with a tissue origin accuracy of 91.7% [3] - Guosen Securities views this data as a significant milestone in the multi-cancer early detection field, suggesting Galleri could enhance existing screening systems [3] Group 3: Company Earnings and Trends - Over 280 pharmaceutical and biotech companies, including Heng Rui Pharmaceutical and WuXi AppTec, reported strong Q3 results, driven by advancements in R&D pipelines and new drug launches [3] - The overall industry is exhibiting a positive trend characterized by "innovation as a foundation and overseas expansion" [3] Group 4: CDMO Sector Performance - Lonza, a leading overseas CDMO, reported strong Q3 results, maintaining a revenue growth forecast of 20-21% for the year, with core EBITDA margins between 30-31% [4] - Medpace has seen consecutive growth in new orders for two quarters, indicating a recovering financing environment for U.S. small and mid-sized biotech firms [4] - WuXi AppTec exceeded Q3 performance expectations and raised its full-year guidance, further confirming the positive outlook for the CXO industry [4] Group 5: ETF Size and Inflows - The latest size of the Hong Kong Innovative Drug Selected ETF reached 512 million yuan, marking a new high since its inception [4] - The ETF's share count also hit a record high of 574 million shares [4] - In the past five days, the ETF experienced continuous net inflows, with a peak single-day net inflow of 31.48 million yuan, totaling 82.81 million yuan in net inflows [4]