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 年第四次临时股东会的 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 点 霍师事务 所 IA 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 年第四次临时股东会的 法律意见书 嘉源(2025)-04-655 三友医疗 2025 年第四次临时股东会 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年第四次临时股东会(以下简称"本次股东会")进行见 证,并 ...

证券代码：688085 证券简称：三友医疗 公告编号：2025-071 关于实际控制人及其一致行动人权益变动触及 1%刻 度的提示性公告 公司实际控制人及其一致行动人保证向本公司提供的信息真实、准确、完整，没 有虚假记载、误导性陈述或重大遗漏。 本公司董事会及全体董事保证公告内容与信息披露义务人提供的信息一致。 重要内容提示： | 权益变动方向 | 比例增加□ | | 比例减少☑ | | --- | --- | --- | --- | | 权益变动前合计比例 | 28.45% | | | | 权益变动后合计比例 | 27.80% | | | | 本次变动是否违反已作出的承诺、意向、计划 | 是□ | 否☑ | | | 是否触发强制要约收购义务 | 是□ | 否☑ | | 一、 信息披露义务人及其一致行动人的基本信息 1.身份类别 投资者及其一致行 动人的身份 ☑ 控股股东/实际控制人及其一致行动人 □ 其他 5%以上大股东及其一致行动人 □ 合并口径第一大股东及其一致行动人 □ 其他______________（请注明） 2.信息披露义务人信息 | 信息披露义务人名称 | | 投资者身份 | 统一社会信用代码 ...

三友医疗公告，2025年9月8日至2025年9月12日期间，混沌天成资管－徐农－混沌天成精选策略18号单 一资产管理计划通过大宗交易方式合计减持公司股份214万股，占公司总股本的0.64%。此次权益变动 后，公司实际控制人及其一致行动人合计持有公司股份由9485.64万股减少至9271.64万股，持股比例由 28.45%减少至27.80%。此次减持计划尚未实施完毕，不会导致公司实际控制人发生变化，不会对公司 治理结构及未来持续经营产生重大影响。 ...

9月12日，三友医疗大宗交易成交214万股，成交额4267.16万元，占当日总成交额的27.04%，成交价 19.94元，较市场收盘价20.96元折价4.87%。 | 025-09-12 | 三友医疗 | 688085 | 19.94 | 4267.16 | 214 | 中信建投证券股份 有限公司北恩东三 IT close to 1 Y (8) 88 .11.65 | 华泰证券股份有限 公司北京强和宫证 AN ARR JL A-B 11 | | 증 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 交易日期 | 证券简称 | 证券代码。 | 成交价(元) 成交金额[万元) 成交量(*) 买入营业部 | | | | 美出营业部 | 是否为专场 | | ...

Company Overview - Shanghai Sanyou Medical Devices Co., Ltd. is located in Jiading District, Shanghai, established on April 19, 2005, and listed on April 9, 2020. The company specializes in the research, production, and sales of medical orthopedic implants and ultrasonic power devices and consumables [1]. Business Composition - The main business revenue composition is as follows: spinal implant consumables account for 63.80%, active devices and supporting accessories 31.51%, trauma implant consumables 3.53%, and others 1.16% [1]. Stock Performance - On September 9, Sanyou Medical's stock fell by 5.01%, trading at 21.05 yuan per share, with a transaction volume of 149 million yuan and a turnover rate of 2.31%. The total market capitalization is 7.019 billion yuan [1]. Fund Holdings - According to data from the top ten heavy stocks of funds, one fund under Huaxia Fund holds Sanyou Medical. Huaxia Panrui One-Year Open Mixed A (009837) held 207,100 shares in the second quarter, unchanged from the previous period, accounting for 3.42% of the fund's net value, ranking as the seventh largest heavy stock [2]. Fund Performance - Huaxia Panrui One-Year Open Mixed A (009837) was established on December 22, 2020, with a latest scale of 104 million yuan. Year-to-date returns are 45.42%, ranking 770 out of 8179 in its category; the one-year return is 90.64%, ranking 483 out of 7984; and since inception, the return is 70.26% [2]. Fund Manager - The fund manager of Huaxia Panrui One-Year Open Mixed A (009837) is Zhang Chengyuan, who has a cumulative tenure of 8 years and 260 days. The total asset scale under management is 4.687 billion yuan, with the best fund return during the tenure being 107.87% and the worst being -7.26% [3].

Core Viewpoint - Sanyou Medical's stock has experienced fluctuations, with a year-to-date increase of 22.97% but a recent decline of 8.97% over the past five trading days [1] Group 1: Stock Performance - As of September 9, Sanyou Medical's stock price was 21.71 CNY per share, with a market capitalization of 7.239 billion CNY [1] - The stock has seen a trading volume of 17.419 million CNY and a turnover rate of 0.27% [1] - The stock's performance over various periods includes a 2.16% increase over the last 20 days and a 39.57% increase over the last 60 days [1] Group 2: Financial Performance - For the first half of 2025, Sanyou Medical reported a revenue of 250 million CNY, representing a year-on-year growth of 17.77% [2] - The net profit attributable to shareholders for the same period was 36.6008 million CNY, showing a significant year-on-year increase of 2083.64% [2] Group 3: Shareholder Information - As of June 30, 2025, the number of shareholders for Sanyou Medical was 7,108, an increase of 12.61% from the previous period [2] - The average number of circulating shares per shareholder decreased by 11.20% to 34,954 shares [2] - Cumulative cash dividends since the company's A-share listing amount to 113 million CNY, with 39.7452 million CNY distributed over the last three years [3] Group 4: Company Overview - Sanyou Medical, established on April 19, 2005, specializes in the research, development, production, and sales of orthopedic implants and ultrasonic power devices and consumables [1] - The company's main revenue sources include spinal implant consumables (63.80%), active devices and supporting accessories (31.51%), trauma implant consumables (3.53%), and others (1.16%) [1] - The company is categorized under the pharmaceutical and biological industry, specifically in medical devices and consumables [1]

上海三友医疗器械股份有限公司 证券代码：688085 证券简称：三友医疗 公告编号：2025-068 关于 2025 年半年度报告的更正公告 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。 上海三友医疗器械股份有限公司（以下简称"公司"）于 2025 年 8 月 26 日 在上海证券交易所网站（www.sse.com.cn）披露了《2025 年半年度报告》，经 事后核查，发现由于相关人员工作疏忽，未准确填报合并财务报表注释相关科 目。公司董事会及管理层高度重视，第一时间组织财务人员进一步核查及确认， 并对相关数据予以更正，具体更正信息如下： 一、 更正内容 √适用 □不适用 单位： 元 币种： 人民币 合同分类 医疗器械 合计 营业收入 营业成本 营业收入 营业成本 商品类型 脊柱植入物耗材 159,345,566.35 55,959,740.72 159,345,566.35 55,959,740.72 创伤植入物耗材 8,804,534.34 5,203,280.26 8,804,534.34 5,203,280.26 ...

[Important Notice](index=2&type=section&id=Important%20Notice) This section emphasizes the board and senior management's assurance of the semi-annual report's accuracy, advises reviewing risk factors, and notes the report is unaudited with no profit distribution plan - The company's board of directors and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content and assume legal responsibility[4](index=4&type=chunk) - This semi-annual report is unaudited[5](index=5&type=chunk) - No profit distribution plan or capital reserve to share capital increase plan was approved by the board of directors for this reporting period[6](index=6&type=chunk) [Section I Definitions](index=4&type=section&id=Section%20I%20Definitions) This section defines key terms used in the report, including company names, related parties, product types, industry terms, and the reporting period, ensuring clarity - "Company", "the Company", and "Group Company" all refer to Shanghai Sanyou Medical Device Co., Ltd. (including its subsidiaries within the consolidated financial statements)[11](index=11&type=chunk) - Actual controllers refer to Xu Nong, Michael Mingyan Liu, and David Fan[11](index=11&type=chunk) - The reporting period is from January 1, 2025, to June 30, 2025[13](index=13&type=chunk) [Section II Company Profile and Key Financial Indicators](index=7&type=section&id=Section%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) This section outlines the company's basic information, contact details, and stock overview, detailing H1 2025 financial indicators, showing significant revenue and net profit growth, and disclosing non-recurring gains and losses [I. Basic Company Information](index=7&type=section&id=I.%20Basic%20Company%20Information) Basic company information includes its Chinese name, legal representative, and registered address, with no changes in registered address during the reporting period - The company's Chinese name is Shanghai Sanyou Medical Device Co., Ltd., abbreviated as Sanyou Medical[15](index=15&type=chunk) - The legal representative is Xu Nong, and the registered and office address is at No. 385 Huirong Road, Jiading Industrial Zone, Jiading District, Shanghai[15](index=15&type=chunk) [II. Contact Persons and Information](index=7&type=section&id=II.%20Contact%20Persons%20and%20Information) This section provides contact details for the company's Board Secretary and Securities Affairs Representative - The Board Secretary is David Fan, and the Securities Affairs Representative is Wang Qian[16](index=16&type=chunk) - Contact address for both is No. 385 Huirong Road, Jiading Industrial Zone, Jiading District, Shanghai, with the email address ir@sanyou-medical.com[16](index=16&type=chunk) [III. Overview of Changes in Information Disclosure and Document Custody Locations](index=7&type=section&id=III.%20Overview%20of%20Changes%20in%20Information%20Disclosure%20and%20Document%20Custody%20Locations) The company designates "China Securities Journal" and "Shanghai Securities News" for information disclosure, with reports published on www.sse.com.cn and documents available at the Board Secretary's office - The company's designated information disclosure newspapers are "China Securities Journal" and "Shanghai Securities News"[17](index=17&type=chunk) - The website address for publishing the semi-annual report is www.sse.com.cn[17](index=17&type=chunk) [IV. Brief Introduction to Company Shares/Depositary Receipts](index=7&type=section&id=IV.%20Brief%20Introduction%20to%20Company%20Shares%2FDepositary%20Receipts) The company's A-shares are listed on the STAR Market of the Shanghai Stock Exchange, with stock abbreviation Sanyou Medical and code 688085 - The company's stock type is A-shares, listed on the STAR Market of the Shanghai Stock Exchange[18](index=18&type=chunk) - The stock abbreviation is Sanyou Medical, and the stock code is 688085[18](index=18&type=chunk) [VI. Key Accounting Data and Financial Indicators](index=8&type=section&id=VI.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) In H1 2025, the company's operating revenue increased by 17.77% YoY, and net profit attributable to shareholders increased by 2,083.64% YoY, with non-recurring net profit turning profitable 2025 H1 Key Accounting Data | Item | Current Period (Jan-Jun) | Prior Year Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 249,760,157.28 | 212,076,101.08 | 17.77 | | Total Profit | 40,424,190.71 | 5,403,015.11 | 648.18 | | Net Profit Attributable to Shareholders of Listed Company | 36,600,784.63 | 1,676,137.43 | 2,083.64 | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-Recurring Gains and Losses | 26,024,141.93 | -1,816,185.53 | Not Applicable | | Net Cash Flow from Operating Activities | -8,070,534.49 | -15,431,761.97 | Not Applicable | | Net Assets Attributable to Shareholders of Listed Company (End of Reporting Period) | 2,053,935,862.99 | 1,911,797,444.29 | 7.43 | | Total Assets (End of Reporting Period) | 2,314,136,752.55 | 2,306,660,250.83 | 0.32 | 2025 H1 Key Financial Indicators | Item | Current Period (Jan-Jun) | Prior Year Period | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/share) | 0.11 | 0.01 | 1,000.00 | | Diluted Earnings Per Share (CNY/share) | 0.11 | 0.01 | 1,000.00 | | Basic Earnings Per Share After Deducting Non-Recurring Gains and Losses (CNY/share) | 0.08 | -0.01 | Not Applicable | | Weighted Average Return on Net Assets (%) | 1.86 | 0.09 | Increase 1.77 percentage points | | Weighted Average Return on Net Assets After Deducting Non-Recurring Gains and Losses (%) | 1.32 | -0.09 | Not Applicable | | R&D Expenditure as Percentage of Operating Revenue (%) | 15.02 | 20.69 | Decrease 5.67 percentage points | - As of June 30, 2025, the company's total share capital increased from 248,453,535 shares to 277,885,415 shares; after the 2024 equity distribution in July 2025, the total share capital changed to 333,462,498 shares[21](index=21&type=chunk) [VIII. Non-Recurring Gains and Losses Items and Amounts](index=9&type=section&id=VIII.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) This section details the composition of non-recurring gains and losses for H1 2025, totaling **CNY 10,576,642.70**, primarily from government subsidies and financial asset fair value changes 2025 H1 Non-Recurring Gains and Losses Items | Non-Recurring Gains and Losses Item | Amount (CNY) | | :--- | :--- | | Gains and losses from disposal of non-current assets | -43,011.37 | | Government subsidies recognized in current profit or loss | 10,972,835.61 | | Gains and losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and gains and losses from disposal of financial assets and liabilities, excluding effective hedge accounting related to the company's normal business operations | 1,220,572.66 | | Other non-operating income and expenses apart from the above | 18,762.11 | | Other profit and loss items that meet the definition of non-recurring gains and losses | 132,008.73 | | Less: Income tax impact | 1,730,641.14 | | Impact on minority interests (after tax) | -6,116.10 | | **Total** | **10,576,642.70** | [Section III Management Discussion and Analysis](index=10&type=section&id=Section%20III%20Management%20Discussion%20and%20Analysis) This section analyzes the company's H1 2025 operations, covering industry, business development, performance, core competitiveness, R&D, and risk factors, highlighting growth despite challenges and innovation breakthroughs [I. Description of the Company's Industry and Main Business During the Reporting Period](index=10&type=section&id=I.%20Description%20of%20the%20Company%27s%20Industry%20and%20Main%20Business%20During%20the%20Reporting%20Period) The company specializes in orthopedic medical devices, with products including spinal and trauma implants and ultrasonic osteotomes, benefiting from market growth and actively pursuing innovation and international expansion - The company belongs to "Special Purpose Equipment Manufacturing (C35)" and "Implantable Biomedical Materials and Equipment Manufacturing" within the "Biomedical Engineering Industry", identified as a "High-end Medical Equipment and Devices and Related Services" enterprise recommended by the STAR Market[25](index=25&type=chunk) - China's orthopedic implant medical device market sales revenue is expected to grow to approximately **CNY 60.7 billion** in 2024, with a CAGR of about **14.51%** from 2019-2024[26](index=26&type=chunk) - The company's main products include orthopedic spinal implants, ultrasonic osteotomes, ultrasonic hemostatic knives, ultrasonic surgical equipment, and trauma implants[27](index=27&type=chunk) - The company is strengthening R&D and strategic layout in orthopedic-related fields such as sports medicine, new material applications, biomaterial surface modification, and 3D printing, and is focusing on the development of new-generation intelligent surgical robots[30](index=30&type=chunk) - While maintaining a leading position in the domestic orthopedic market, the company is strengthening its international business team and market promotion, vigorously developing international markets, especially mainstream markets in Europe, the United States, and Australia[30](index=30&type=chunk) [II. Discussion and Analysis of Operating Performance](index=12&type=section&id=II.%20Discussion%20and%20Analysis%20of%20Operating%20Performance) In H1 2025, the company achieved **CNY 249.8 million** in operating revenue and **CNY 36.60 million** in net profit, driven by new products, business expansion, and strong international growth, despite spinal volume-based procurement pressures - During the reporting period, the company achieved operating revenue of **CNY 249,760,157.28**, a **17.77%** YoY increase; net profit attributable to shareholders was **CNY 36,600,784.63**, a **2,083.64%** YoY increase[32](index=32&type=chunk) - The company completed the acquisition of the remaining minority equity in Shuimutiangpeng, making it a wholly-owned subsidiary; Shuimutiangpeng achieved operating revenue of **CNY 73.9949 million**, a **64.80%** YoY increase, and net profit attributable to shareholders of **CNY 38.9146 million**, a **359.05%** YoY increase[33](index=33&type=chunk) - The company jointly invested with Seegene Bio Co., Ltd. of Korea to establish a new joint venture, Litian (Taicang) Biotechnology Co., Ltd., focusing on innovative cell biomaterials and other regenerative medicine fields, with the company holding a **66%** controlling stake[34](index=34&type=chunk) - Suzhou Yunhejingcong, a controlled subsidiary, had its "Surface Porous PEEK Interbody Fusion Device" pass the National Medical Products Administration's special review procedure for innovative medical devices[35](index=35&type=chunk) - France's Implanet's innovative product, JAZZ Band System, received registration approval from China's NMPA, further enriching the company's non-fusion spinal product line[36](index=36&type=chunk) - Implanet achieved revenue of **EUR 5.809 million**, a **41.10%** YoY increase, with its US market business growing by **444%** in Q2[37](index=37&type=chunk) [III. Analysis of Core Competitiveness During the Reporting Period](index=14&type=section&id=III.%20Analysis%20of%20Core%20Competitiveness%20During%20the%20Reporting%20Period) The company's core competitiveness stems from its independent innovation, strong R&D, strict quality control, experienced management, and efficient logistics, supporting its leading position in orthopedic medical devices - Independent R&D innovation capability, particularly therapy innovation, is the company's core competitiveness, continuously establishing new therapies and improving existing ones through medical-engineering collaboration[40](index=40&type=chunk)[41](index=41&type=chunk) - The company's R&D team, led by Dr. Michael Mingyan Liu, comprises multidisciplinary high-end talents, establishing a mature project evaluation and R&D system, with the Tuoteng Laboratory accredited by CNAS[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) - The company maintains strict product quality control, utilizes advanced production equipment, implements lean production and information-based management, and has most products certified by EU CE and US FDA[49](index=49&type=chunk)[50](index=50&type=chunk) - The company's middle and senior management team is stable, possessing rich experience in leading multinational teams, market development, and company management[52](index=52&type=chunk) - The company developed the "Yijie Cloud System," a mobile internet-based SaaS system for orthopedic high-value consumable warehousing management and sales operations, significantly improving operational efficiency and product traceability[53](index=53&type=chunk)[54](index=54&type=chunk) [1. Independent Innovation Advantage](index=14&type=section&id=1.%20Independent%20Innovation%20Advantage) The company's core competitiveness is therapy innovation, developing advanced spinal products and achieving ultrasonic surgical breakthroughs through medical collaboration, continuously expanding its product line - The company has established high brand recognition and a leading market position in the spinal implant sub-segment, with breakthroughs in complex spinal deformity correction and minimally invasive treatment of spinal degeneration[42](index=42&type=chunk) - Shuimutiangpeng possesses deep R&D accumulation and core technologies in ultrasonic osteotomes and ultrasonic hemostatic knives, being a leader in domestic ultrasonic energy surgical tools, developing innovative techniques such as inside-out osteotomy[43](index=43&type=chunk) - The company actively expands its product line, entering the field of active devices like ultrasonic osteotomes, and exploring the organic combination of passive high-value consumables and active surgical equipment in therapies[44](index=44&type=chunk) [2. R&D Team and System Advantage](index=15&type=section&id=2.%20R%26D%20Team%20and%20System%20Advantage) The company's R&D team, led by Dr. Michael Mingyan Liu, comprises multidisciplinary high-end talents, establishing a mature project evaluation and R&D system, with the Tuoteng Laboratory accredited by CNAS - The company's R&D team is led by Dr. Michael Mingyan Liu, Chairman and Chief Scientist, with team members including PhDs, master's graduates, and senior design engineers, covering disciplines such as mechanical engineering, engineering mechanics, and materials science[45](index=45&type=chunk) - The company has established a mature project evaluation and R&D system, with the R&D center comprising basic R&D, technology, development, engineering, process, and registration departments, collaborating with marketing, sales, and production process departments[46](index=46&type=chunk) - In April 2022, Shanghai Sanyou Medical Device Co., Ltd.'s Tuoteng Laboratory obtained CNAS accreditation, becoming the first enterprise medical orthopedic implant consumable testing laboratory in Shanghai to receive CNAS accreditation[47](index=47&type=chunk) - Dr. Cao Qun, Chairman of Shuimutiangpeng, has over 20 years of experience in ultrasonic surgical product R&D, leading the team to establish a mature project evaluation and R&D system[48](index=48&type=chunk) [3. Quality Advantage](index=16&type=section&id=3.%20Quality%20Advantage) The company prioritizes quality control for implantable medical consumables, using advanced equipment and a traceable quality management system, achieving ISO, CE, and FDA certifications - The company highly values product quality control, using advanced high-precision imported production and testing equipment to ensure product accuracy and stability[49](index=49&type=chunk) - The company has established standardized and traceable process documentation covering market demand acquisition, design, testing, production, sales, and post-operative follow-up, strictly adhering to the latest medical device supervision and administration regulations for quality control[50](index=50&type=chunk) - Most products have passed EU CE certification and US FDA registration, laying a solid foundation for the company to expand domestic and international markets[50](index=50&type=chunk) - Shuimutiangpeng has established a quality management system in accordance with regulations such as the "Medical Device Supervision and Administration Regulations" and obtained ISO 13485:2016 certification[51](index=51&type=chunk) [4. Management Advantage](index=17&type=section&id=4.%20Management%20Advantage) The company boasts a stable, creative, and enterprising middle and senior management team with extensive experience in multinational leadership and market development, establishing advanced management processes and fostering talent development - The company's middle and senior management team has remained stable for a long time, possessing rich experience in leading multinational teams, market development, and company management, establishing advanced management processes and systems[52](index=52&type=chunk) - The company's sales team leaders have many years of frontline sales and management experience in the medical device industry, capable of actively responding to industry changes and competitive environments[52](index=52&type=chunk) - The company builds clear job competency models and different career ladders to support employees' dual-channel growth and development, comprehensively building a high-performance team[52](index=52&type=chunk) [5. Logistics and Sales Operation Management Advantage](index=17&type=section&id=5.%20Logistics%20and%20Sales%20Operation%20Management%20Advantage) The company's "Yijie Cloud System" for orthopedic high-value consumables significantly enhances warehousing and sales efficiency, operational safety, and product traceability, while optimizing production and reducing logistics costs - The company collaborated with an external internet company to develop the "Yijie Cloud System," a SaaS system for orthopedic high-value consumable warehousing management and sales operations, significantly improving picking and distribution efficiency[53](index=53&type=chunk)[54](index=54&type=chunk) - The system is a networked, information-sharing platform that integrates all data from manufacturers, logistics providers, distributors, sales personnel, doctors, and patients, enabling full-process tracking and management of products[54](index=54&type=chunk) - The system can effectively allocate resources, improve operational efficiency for the company and its distributors at all levels, reduce logistics costs, standardize credit management for downstream customers, and enhance product traceability[54](index=54&type=chunk) [(III) Core Technologies and R&D Progress](index=19&type=section&id=(III)%20Core%20Technologies%20and%20R%26D%20Progress) The company possesses multiple core technologies in orthopedic implants and ultrasonic surgical equipment, continuously achieving R&D results, participating in national projects, and holding numerous patents with ongoing R&D investment - The company possesses core technologies such as multi-planar adjustable, multi-axial extension, and bone-matching pedicle screw technology, flexible extension arm percutaneous screw technology, and endoscopic-assisted percutaneous interbody fusion technology[57](index=57&type=chunk) - Wholly-owned subsidiary Suzhou Tuoteng possesses core technologies such as multi-section medical high-strength suture design and implementation, biomimetic pre-locked looped titanium plates, and knotless anchor design and winding[57](index=57&type=chunk) - Wholly-owned subsidiary Shuimutiangpeng possesses core technologies for ultrasonic bone power systems, ultrasonic hemostatic knife systems, and ultrasonic surgical equipment[57](index=57&type=chunk) - During the reporting period, the company had 1 product receive customized medical device filing approval, 1 product receive Class II medical device registration, 1 product pass the innovative medical device special review procedure, and 1 product receive market approval for Class III medical device registration through agency application[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - The company continuously participates in national key R&D programs, Ministry of Industry and Information Technology "Unveiling and Leading" projects, Shanghai key projects, and university-enterprise cooperation innovation center projects[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) - As of the end of the reporting period, the company holds 40 Class III medical device product registration certificates, 592 valid patents (including 237 invention patents), and 4 software copyrights[69](index=69&type=chunk) [1. Core Technologies, Their Advanced Nature, and Changes During the Reporting Period](index=19&type=section&id=1.%20Core%20Technologies%2C%20Their%20Advanced%20Nature%2C%20and%20Changes%20During%20the%20Reporting%20Period) The company holds multiple industry-leading core technologies in spinal implants, bone and soft tissue repair, and ultrasonic surgical equipment, continuously innovating and protecting intellectual property - The company possesses core technologies such as multi-planar adjustable, multi-axial extension, and bone-matching pedicle screw technology, flexible extension arm percutaneous screw technology, and endoscopic-assisted percutaneous interbody fusion technology, which are at an industry-leading level[57](index=57&type=chunk) - Suzhou Tuoteng possesses core technologies such as multi-section medical high-strength suture design and implementation, biomimetic pre-locked looped titanium plates, and knotless anchor design and winding[57](index=57&type=chunk)[60](index=60&type=chunk) - Shuimutiangpeng possesses core technologies for ultrasonic surgical equipment, such as inside-out ultrasonic blade design, V-groove ultrasonic blade design, and transverse/longitudinal curved osteotomy ultrasonic blade design[57](index=57&type=chunk)[61](index=61&type=chunk) - The company is a national-level specialized and sophisticated "Little Giant" enterprise, with products primarily in spinal implants[62](index=62&type=chunk) [2. R&D Achievements During the Reporting Period](index=24&type=section&id=2.%20R%26D%20Achievements%20During%20the%20Reporting%20Period) During the reporting period, the company achieved multiple R&D results, including customized medical device filings, product registrations, and special review approvals, while actively participating in national R&D projects and increasing intellectual property - The "Novel Lamina Fixation Plate System (Customized)" received filing approval from the Shanghai Medical Products Administration for customized medical devices, meeting personalized patient needs[63](index=63&type=chunk) - Beijing Shuimu Equipment's "Ultrasonic Bone Power Equipment Blade" received registration approval from the Beijing Medical Products Administration, allowing for reusability and reducing patient medical costs[64](index=64&type=chunk) - Yunhejingcong's product, "Surface Porous PEEK Interbody Fusion Device," passed the National Medical Products Administration's special review procedure for innovative medical devices, expected to be approved by year-end or H1 next year[64](index=64&type=chunk) - The company's agency application for Implanet's Class III medical device, "Spinal Internal Fixation Connector System JAZZ System," received market approval, enriching the non-fusion spinal product line[65](index=65&type=chunk) - The company, as a drafting unit, participated in drafting multiple industry standards, including "Special Requirements for Quality Management System for Metal Additive Manufacturing Medical Devices"[68](index=68&type=chunk) Intellectual Property Acquired During the Reporting Period | | New Applications in Current Period (items) | New Acquisitions in Current Period (items) | Cumulative Applications (items) | Cumulative Acquisitions (items) | | :--- | :--- | :--- | :--- | :--- | | Invention Patents | 7 | 23 | 274 | 256 | | Utility Model Patents | 6 | 1 | 289 | 281 | | Design Patents | 1 | 8 | 170 | 156 | | Software Copyrights | 0 | 0 | 4 | 4 | | Total | 14 | 32 | 737 | 697 | [3. R&D Expenditure Table](index=26&type=section&id=3.%20R%26D%20Expenditure%20Table) In H1 2025, the company's total R&D expenditure was **CNY 37.5205 million**, a 14.49% YoY decrease, primarily due to a one-time share-based payment expense recognized for R&D personnel equity incentives at wholly-owned subsidiary Shuimutiangpeng in the prior year R&D Expenditure | Indicator | Current Period | Prior Year Period | Change (%) | | :--- | :--- | :--- | :--- | | Expensed R&D Expenditure | 37,520,482.42 | 43,879,618.93 | -14.49 | | Total R&D Expenditure | 37,520,482.42 | 43,879,618.93 | -14.49 | | Total R&D Expenditure as Percentage of Operating Revenue (%) | 15.02 | 20.69 | Decrease 5.67 percentage points | - Total R&D expenditure decreased by **CNY 6.3591 million**, a **14.49%** decrease YoY, mainly due to a one-time share-based payment expense of **CNY 7.2385 million** recognized for R&D personnel equity incentives at the company's wholly-owned subsidiary Shuimutiangpeng in the prior year, with no such expense this year[73](index=73&type=chunk) [4. R&D Project Status](index=27&type=section&id=4.%20R%26D%20Project%20Status) The company has 11 R&D projects with a total estimated investment of **CNY 239.2195 million**, focusing on innovative orthopedic and ultrasonic surgical solutions to address clinical needs and enhance market competitiveness R&D Project Status | No. | Project Name | Estimated Total Investment (CNY million) | Investment in Current Period (CNY million) | Cumulative Investment (CNY million) | Progress or Phased Achievements | | :--- | :--- | :--- | :--- | :--- | :--- | | 1 | Novel Cervical Disc Prosthesis | 1,281.76 | 50.49 | 468.97 | Sample performance and functional testing in progress | | 2 | Universal Trauma Fixation System Upgrade | 2,637.30 | 286.85 | 2,511.12 | Metal bone pins registered and in mass production; titanium alloy locking plate system accepted for review | | 3 | Minimally Invasive Spinal Interbody Fusion System | 3,001.00 | 551.93 | 3,606.46 | Product in mass production, positive clinical feedback, further optimization and updates in progress | | 4 | Degenerative Spinal Deformity Correction and Fixation System | 3,006.40 | 435.47 | 2,726.23 | Various products currently in design and development | | 5 | Cervical Decompression and Correction Fixation System | 1,510.49 | 31.98 | 1,440.40 | Product obtained registration; clinical trials currently underway | | 6 | Novel Bone and Soft Tissue Repair System Project Phase II | 2,985.00 | 456.28 | 456.28 | Project launched, preliminary planning, preparation, and selection in progress | | 7 | Ultrasonic Electrosurgical System | 2,000.00 | 265.32 | 1,118.19 | Project design and development largely completed | | 8 | Ultrasonic Surgical Equipment Blade | 1,500.00 | 188.51 | 625.13 | R&D completed, registration initiated | | 9 | Ultrasonic Surgical Equipment Upgrade and Improvement | 2,000.00 | 435.43 | 839.57 | Project design and development completed | | 10 | Internationalization of Ultrasonic Surgical Equipment | 1,500.00 | 128.89 | 623.56 | Registrations in multiple countries underway | | 11 | Ultrasonic Soft Tissue Cutting and Hemostasis System (Coagulation of 5-7mm Vessels) | 2,500.00 | 52.56 | 2,192.48 | Product prototype completed, testing completed | | **Total** | **23,921.95** | **2,883.71** | **16,608.39** | / | [5. R&D Personnel Information](index=32&type=section&id=5.%20R%26D%20Personnel%20Information) The company employs 110 R&D personnel, representing 21.07% of its total workforce, with an average compensation of **CNY 203,411.91**, primarily holding bachelor's and master's degrees and aged 30-40 Basic Information of R&D Personnel | Basic Information | Current Period | Prior Year Period | | :--- | :--- | :--- | | Number of R&D personnel (persons) | 110 | 107 | | R&D personnel as percentage of total company headcount (%) | 21.07 | 21.31 | | Total R&D personnel compensation | 22,375,301.27 | 20,234,260.83 | | Average R&D personnel compensation | 203,411.91 | 189,105.24 | Educational Background of R&D Personnel | Educational Background | Number (persons) | Percentage (%) | | :--- | :--- | :--- | | PhD | 4 | 3.64 | | Master's Degree | 31 | 28.18 | | Bachelor's Degree | 44 | 40.00 | | Associate Degree | 23 | 20.91 | | High School and Below | 8 | 7.27 | | Total | 110 | 100.00 | Age Structure of R&D Personnel | Age Range | Number (persons) | Percentage (%) | | :--- | :--- | :--- | | Under 30 (excluding 30) | 25 | 22.73 | | 30-40 (including 30, excluding 40) | 49 | 44.55 | | 40-50 (including 40, excluding 50) | 29 | 26.36 | | 50-60 (including 50, excluding 60) | 5 | 4.55 | | 60 and above | 2 | 1.82 | | Total | 110 | 100.00 | [IV. Risk Factors](index=32&type=section&id=IV.%20Risk%20Factors) The company faces core competitiveness risks like R&D failure and talent loss, operational risks including accounts receivable and inventory, and industry policy risks from deepening medical reforms and volume-based procurement - Core competitiveness risks include new product R&D failure or inability to gain market acceptance, core technology leakage, loss of key technical personnel, and intellectual property protection risks[83](index=83&type=chunk)[84](index=84&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) - Operating risks include accounts receivable recovery risk (period-end net amount of **CNY 86.0157 million**, a **17.60%** increase from period-start), large inventory balance risk (period-end book value of **CNY 275.8328 million**, a **12.08%** increase from period-start), product quality and potential liability risks, single product structure and trauma product market expansion risks, and fundraising project risks ("Medical High-Strength Suture and Related Orthopedic Soft Tissue Repair and Reconstruction Medical Device Project" extended to December 31, 2027)[88](index=88&type=chunk)[89](index=89&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk)[93](index=93&type=chunk) - Industry risks are mainly reflected in increasingly strict national regulation of medical devices, with policies such as medical insurance catalogs, "two-invoice system," and volume-based procurement now fully covering the four major categories of orthopedic high-value medical consumables[95](index=95&type=chunk)[96](index=96&type=chunk)[97](index=97&type=chunk) [V. Key Operating Performance During the Reporting Period](index=35&type=section&id=V.%20Key%20Operating%20Performance%20During%20the%20Reporting%20Period) In H1 2025, the company achieved **CNY 249.8 million** in revenue and **CNY 36.60 million** in net profit, driven by spinal and ultrasonic osteotome growth and Implanet's revenue, with stable asset-liability structure and increased receivables and inventory - During the reporting period, the company achieved operating revenue of **CNY 249.7602 million**, a **17.77%** YoY increase; net profit attributable to shareholders was **CNY 36.6008 million**, a **2,083.64%** YoY increase[98](index=98&type=chunk) - Operating revenue growth was mainly due to increased spinal business and ultrasonic osteotome business from terminal hospital and channel expansion, as well as increased revenue from France's Implanet[99](index=99&type=chunk) - Selling expenses increased by **16.33%** YoY, mainly due to increased personnel costs for sales staff and business service fees resulting from operating revenue growth[99](index=99&type=chunk) - R&D expenses decreased by **14.49%** YoY, mainly due to the one-time share-based payment expense recognized for Shuimutiangpeng R&D personnel equity incentives in the prior year[99](index=99&type=chunk) - Net cash flow from operating activities was **-CNY 8.0705 million**, an increase of **CNY 7.3612 million** from the previous period, mainly due to increased collections from higher revenue[99](index=99&type=chunk) - Net profit attributable to parent company shareholders significantly increased, mainly due to increased net profit and Shuimutiangpeng becoming a **100%** wholly-owned subsidiary in February 2025, up from **51.8154%**[100](index=100&type=chunk) Changes in Assets and Liabilities (Period-end vs. Period-start) | Item Name | Period-end Amount (CNY million) | Prior Year-end Amount (CNY million) | Period-end vs. Prior Year-end Change (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | | Accounts Receivable | 8,601.57 | 7,314.04 | 17.60 | Increase in revenue | | Inventory | 27,583.28 | 24,611.28 | 12.08 | Product stocking due to anticipated future market growth | | Short-term Borrowings | 1,995.00 | 1,525.33 | 30.79 | Bank borrowings | | Contract Liabilities | 96.68 | 622.73 | -84.48 | Decrease in customer prepayments | | Prepayments | 1,570.41 | 920.26 | 70.65 | Increase in prepayments to suppliers | | Non-current Assets Due Within One Year | 13,058.98 | 9,710.15 | 34.49 | Reclassification of large-denomination certificates of deposit due within one year | | Other Non-current Liabilities | 1,136.01 | 809.16 | 40.40 | Primarily accounts receivable factoring | - Overseas assets amounted to **CNY 133.4312 million**, accounting for **5.77%** of total assets[105](index=105&type=chunk) Overall Analysis of External Equity Investments | Name of Investee Company | Main Business | Investment Method | Investment Amount (CNY million) | Shareholding Ratio | Progress as of End of Reporting Period | Investment Gains/Losses for Current Period | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Taifu Huaijin | Venture capital, enterprise consulting management, etc. | Capital increase | 20,000.00 | 9.1268% | Cumulative investment of **CNY 202.40 million** paid, **CNY 1.8636 million** of investment principal recovered | 0 | | Hangzhou Renxu | Fund investment | Fund investment | 1,500.00 | 4.00% | **CNY 4.50 million** invested | -0.0854 million | Key Holding and Participating Companies | Company Name | Company Type | Main Business | Operating Revenue (CNY million) | Net Profit (CNY million) | | :--- | :--- | :--- | :--- | :--- | | Beijing Shuimutiangpeng Medical Technology Co., Ltd. | Subsidiary | Medical device sales, technology development, etc. | 7,399.49 | 3,903.98 | | Implanet | Subsidiary | Design, manufacture, and sale of various implants, etc. | 4,626.14 | -1,774.42 | [Section IV Corporate Governance, Environment, and Society](index=44&type=section&id=Section%20IV%20Corporate%20Governance%2C%20Environment%2C%20and%20Society) This section details significant changes in the company's governance, including the abolition of the supervisory board and the re-election of the fourth board of directors, with no profit distribution or equity incentive plans during the period [I. Changes in Directors, Senior Management, and Core Technical Personnel](index=44&type=section&id=I.%20Changes%20in%20Directors%2C%20Senior%20Management%2C%20and%20Core%20Technical%20Personnel) The company abolished its supervisory board in June 2025, with its functions now exercised by the board's audit committee, and completed the re-election of its fourth board of directors - The company abolished the supervisory board, with its functions now exercised by the board's audit committee as stipulated by the "Company Law"[118](index=118&type=chunk) - The company elected Michael Mingyan Liu, Xu Nong, David Fan, Hu Xubo, and Zheng Xiaoyi as non-independent directors for the fourth board of directors[119](index=119&type=chunk) - Li Mochou, Cheng Fang, and Gu Shaoyu were elected as independent directors for the fourth board of directors, and Ren Chongjun as an employee representative director[119](index=119&type=chunk) [II. Profit Distribution or Capital Reserve to Share Capital Increase Plan](index=44&type=section&id=II.%20Profit%20Distribution%20or%20Capital%20Reserve%20to%20Share%20Capital%20Increase%20Plan) This semi-annual report contains no proposed profit distribution or capital reserve to share capital increase plan - This semi-annual report has no profit distribution or capital reserve to share capital increase plan[119](index=119&type=chunk) [III. Status and Impact of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=44&type=section&id=III.%20Status%20and%20Impact%20of%20Company%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) During the reporting period, there was no subsequent progress or change in the company's equity incentive plans, employee stock ownership plans, or other employee incentive measures - Relevant equity incentive matters have been disclosed in temporary announcements, with no subsequent progress or changes in implementation[120](index=120&type=chunk) [Section V Significant Matters](index=46&type=section&id=Section%20V%20Significant%20Matters) This section details the company's fulfillment of commitments, absence of major litigation, related party transactions, guarantees for Implanet, and the use of raised funds, including cash management and temporary working capital supplementation [I. Fulfillment of Commitments](index=46&type=section&id=I.%20Fulfillment%20of%20Commitments) The company, its actual controllers, shareholders, and related parties have timely and strictly fulfilled all commitments regarding asset restructuring, share lock-up, avoiding competition, related party transactions, independence, and compensating for diluted returns - The company and all its directors, supervisors, senior management, actual controllers and their concerted parties, restructuring counterparties, Shuimutiangpeng, Shanghai Hanzhan, and their directors, supervisors, senior management/key management personnel have all timely and strictly fulfilled their commitments regarding the truthfulness, accuracy, and completeness of information provided[123](index=123&type=chunk)[125](index=125&type=chunk)[128](index=128&type=chunk)[132](index=132&type=chunk)[135](index=135&type=chunk) - The company's actual controllers and their concerted parties, and restructuring counterparties have all timely and strictly fulfilled their share lock-up commitments, including 36-month and 12-month lock-up periods[123](index=123&type=chunk)[189](index=189&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk) - The company's actual controllers have timely and strictly fulfilled their commitments to avoid horizontal competition, standardize related party transactions, and maintain the independence of the listed company[123](index=123&type=chunk)[179](index=179&type=chunk)[183](index=183&type=chunk)[185](index=185&type=chunk) - The company and its actual controllers, and all directors, supervisors, and senior management have timely and strictly fulfilled their commitments and measures to compensate for diluted immediate returns[123](index=123&type=chunk)[218](index=218&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk) [VII. Significant Litigation and Arbitration Matters](index=66&type=section&id=VII.%20Significant%20Litigation%20and%20Arbitration%20Matters) During the reporting period, the company had no significant litigation or arbitration matters - The company had no significant litigation or arbitration matters during this reporting period[234](index=234&type=chunk) [X. Significant Related Party Transactions](index=67&type=section&id=X.%20Significant%20Related%20Party%20Transactions) During the reporting period, the company engaged in routine related party transactions with its associate Chunfeng Huayu, and completed an asset acquisition and fundraising through related party transactions, with Shuimutiangpeng's performance commitment period set for 2025-2027 Related Party Transactions Related to Routine Operations | Related Party | Relationship | Type of Related Party Transaction | Content of Related Party Transaction | Amount of Related Party Transaction (CNY) | Percentage of Similar Transactions (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Chunfeng Huayu | Associate | Sales of goods | Sales of products | 225,732.18 | 0.09 | | Chunfeng Huayu | Associate | Lease in/out | Property lease | 300,110.88 | 100.00 | | Total | / | / | / | 525,843.06 | / | - The company has completed the acquisition of assets by issuing shares and paying cash, and raising supporting funds through related party transactions; the target assets have been transferred, and new shares have been registered[237](index=237&type=chunk)[238](index=238&type=chunk) - The performance commitment period for this restructuring transaction is the three fiscal years of 2025, 2026, and 2027[239](index=239&type=chunk) [XI. Significant Contracts and Their Fulfillment](index=69&type=section&id=XI.%20Significant%20Contracts%20and%20Their%20Fulfillment) During the reporting period, the company's main significant contract was a guarantee provided to its controlled subsidiary Implanet, totaling **CNY 19.95 million**, representing 0.96% of the company's net assets Guarantees Provided by the Company and its Subsidiaries to Subsidiaries | Guarantor | Guaranteed Party | Guarantee Amount (CNY million) | Guarantee Start Date | Guarantee End Date | Guarantee Type | | :--- | :--- | :--- | :--- | :--- | :--- | | Sanyou Medical | Implanet | 1,520.00 | 2024-11-26 | 2025-11-26 | General Guarantee | | Sanyou Medical | Implanet | 475.00 | 2025-04-22 | 2026-04-22 | General Guarantee | | **Total Guarantee Balance for Subsidiaries at Period-end (B)** | | **1,995.00** | | | | | **Total Guarantee Amount (A+B)** | | **1,995.00** | | | | | **Total Guarantee Amount as Percentage of Company's Net Assets (%)** | | **0.96** | | | | [XII. Explanation of Progress in Use of Raised Funds](index=72&type=section&id=XII.%20Explanation%20of%20Progress%20in%20Use%20of%20Raised%20Funds) The company's use of raised funds is progressing smoothly, with high cumulative investment rates for both IPO and private placement funds, and idle funds utilized for cash management and temporary working capital Overall Use of Raised Funds | Source of Raised Funds | Total Raised Funds (CNY million) | Net Raised Funds (CNY million) | Cumulative Investment of Raised Funds as of Period-end (CNY million) | Cumulative Investment Progress of Raised Funds as of Period-end (%) | | :--- | :--- | :--- | :--- | :--- | | Initial Public Offering | 107,595.02 | 97,805.74 | 89,883.02 | 91.90 | | Private Placement | 21,400.00 | 21,400.00 | 21,089.87 | 98.55 | | **Total** | **128,995.01** | **119,205.74** | **110,972.89** | / | - The "Medical High-Strength Suture and Related Orthopedic Soft Tissue Repair and Reconstruction Medical Device Project" has been extended to December 31, 2027[249](index=249&type=chunk) - The company used a portion of idle raised funds to temporarily supplement working capital, with **CNY 74.75 million** returned in the current period, and plans to continue using no more than **CNY 90.00 million**[257](index=257&type=chunk)[258](index=258&type=chunk) - The company uses a portion of temporarily idle raised funds for cash management, with a maximum limit of **CNY 100 million**[261](index=261&type=chunk) [Section VI Share Changes and Shareholder Information](index=78&type=section&id=Section%20VI%20Share%20Changes%20and%20Shareholder%20Information) This section details the company's share capital changes due to new issuances and capital reserve conversions, along with shareholder information and changes in holdings of directors and senior management [I. Share Capital Changes](index=78&type=section&id=I.%20Share%20Capital%20Changes) During the reporting period, the company's total share capital increased by 29,431,880 shares due to asset acquisition and fundraising, reaching 277,885,415 shares, further changing to 333,462,498 shares after a post-period equity distribution Share Change Table | | Number before this change | Percentage before this change (%) | Increase/Decrease in this change (+,-) New share issuance | Number after this change | Percentage after this change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 0 | 0 | 29,431,880 | 29,431,880 | 10.59 | | II. Unrestricted Tradable Shares | 248,453,535 | 100.00 | 0 | 248,453,535 | 89.41 | | III. Total Shares | 248,453,535 | 100.00 | 29,431,880 | 277,885,415 | 100.00 | - On February 17, 2025, the company completed the registration of new shares issued for asset acquisition, increasing total share capital to 264,852,529 shares[265](index=265&type=chunk) - On March 13, 2025, the company completed the registration of new shares issued for raising supporting funds, increasing total share capital to 277,885,415 shares[266](index=266&type=chunk) - On July 11, 2025, the company implemented its 2024 equity distribution, converting capital reserves into 2 shares for every 10 shares held by all shareholders, changing the total share capital to 333,462,498 shares[267](index=267&type=chunk) Changes in Restricted Shares (Partial Shareholders) | Shareholder Name | Restricted shares at period-start | Restricted shares increased during reporting period | Restricted shares at period-end | Reason for restriction | Date of lifting restriction | | :--- | :--- | :--- | :--- | :--- | :--- | | Cao Qun | 0 | 5,904,304 | 5,904,304 | Lock-up commitment from asset acquisition counterparty, restricted for 36 months | 2028-02-18 | | Xu Nong | 0 | 4,233,896 | 4,233,896 | Lock-up commitment from asset acquisition counterparty, restricted for 36 months | 2028-02-18 | | Dacheng Fund Management Co., Ltd. | 0 | 2,588,310 | 2,588,310 | Lock-up commitment from private placement subscriber, restricted for 6 months | 2025-09-14 | [II. Shareholder Information](index=82&type=section&id=II.%20Shareholder%20Information) As of the reporting period end, the company had 7,108 common shareholders, with QM5 LIMITED, Xu Nong, and Michael Mingyan Liu as the top three, and actual controllers holding a significant combined stake - As of the end of the reporting period, the total number of common shareholders was **7,108**[273](index=273&type=chunk) Top Ten Shareholders' Holdings as of End of Reporting Period | Shareholder Name (Full Name) | Number of Shares Held at Period-end | Percentage (%) | Number of Restricted Shares Held | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | | QM5 LIMITED | 40,955,470 | 14.74 | 0 | Overseas Legal Person | | Xu Nong | 32,748,313 | 11.78 | 4,233,896 | Domestic Natural Person | | Michael Mingyan Liu | 25,284,935 | 9.10 | 0 | Overseas Natural Person | | David Fan | 14,779,262 | 5.32 | 0 | Overseas Natural Person | | Industrial and Commercial Bank of China Co., Ltd. - Rongtong Health Industry Flexible Allocation Mixed Securities Investment Fund | 9,984,618 | 3.59 | 0 | Other | | Hundun Tiancheng Asset Management - Xu Nong - Hundun Tiancheng Selected Strategy No. 18 Single Asset Management Plan | 7,401,170 | 2.66 | 0 | Other | | Shanghai Hongshang Asset Management Center (Limited Partnership) - Hongshang Asset Hongli No. 2 Private Securities Investment Fund | 7,000,000 | 2.52 | 0 | Other | | China Construction Bank Co., Ltd. - Southern Medical and Healthcare Flexible Allocation Mixed Securities Investment Fund | 6,721,423 | 2.42 | 0 | Other | | Cao Qun | 5,904,304 | 2.12 | 5,904,304 | Domestic Natural Person | | Shanghai Benniu Investment Management Co., Ltd. - Benniu Jinqu No. 2 Private Securities Investment Fund | 4,815,950 | 1.73 | 0 | Other | - Shareholders Xu Nong, Michael Mingyan Liu, and David Fan constitute a concerted action group through the signing of a "Concerted Action Agreement," serving as the company's actual controllers[276](index=276&type=chunk) [III. Information on Directors, Senior Management, and Core Technical Personnel](index=85&type=section&id=III.%20Information%20on%20Directors%2C%20Senior%20Management%2C%20and%20Core%20Technical%20Personnel) During the reporting period, Director and President Xu Nong increased his shareholding by 4,233,896 shares due to an asset acquisition, while Director, Vice President, and Board Secretary David Fan reduced his shareholding by 2,600,000 shares through block trades - Xu Nong, one of the company's actual controllers, director, and president, increased his shareholding by **4,233,896** shares due to the asset acquisition and restructuring transaction involving share issuance[281](index=281&type=chunk) - David Fan, the company's director, vice president, and board secretary, reduced his shareholding by **2,600,000** shares through block trades[282](index=282&type=chunk) [Section VII Bond-Related Information](index=87&type=section&id=Section%20VII%20Bond-Related%20Information) This section confirms the company had no corporate bonds, non-financial enterprise debt financing instruments, or convertible corporate bonds during the reporting period - The company has no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments[284](index=284&type=chunk) - The company has no convertible corporate bonds[284](index=284&type=chunk) [Section VIII Financial Report](index=88&type=section&id=Section%20VIII%20Financial%20Report) This section presents the company's unaudited consolidated and parent company financial statements, including balance sheets, income statements, cash flow statements, and detailed notes on accounting policies, taxes, and related party transactions [I. Audit Report](index=88&type=section&id=I.%20Audit%20Report) This semi-annual report is unaudited - This semi-annual report is unaudited[286](index=286&type=chunk) [II. Financial Statements](index=88&type=section&id=II.%20Financial%20Statements) This section presents the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owners' equity for H1 2025, showcasing its financial position and operating results Consolidated Balance Sheet (June 30, 2025) | Item | Amount (CNY) | | :--- | :--- | | Total Assets | 2,314,136,752.55 | | Total Liabilities | 235,865,485.31 | | Total Owners' Equity (or Shareholders' Equity) | 2,078,271,267.24 | Consolidated Income Statement (January-June 2025) | Item | Amount (CNY) | | :--- | :--- | | Total Operating Revenue | 249,760,157.28 | | Total Profit | 40,424,190.71 | | Net Profit | 31,869,393.17 | | Net Profit Attributable to Parent Company Shareholders | 36,600,784.63 | Consolidated Cash Flow Statement (January-June 2025) | Item | Amount (CNY) | | :--- | :--- | | Net Cash Flow from Operating Activities | -8,070,534.49 | | Net Cash Flow from Investing Activities | -18,708,267.12 | | Net Cash Flow from Financing Activities | 465,316.03 | | Net Increase in Cash and Cash Equivalents | -25,160,796.90 | [III. Basic Company Information](index=112&type=section&id=III.%20Basic%20Company%20Information) Established in 2005, the company's registered capital was **CNY 277.885415 million** as of June 30, 2025, with its main business in orthopedic implants and ultrasonic equipment, controlled by Xu Nong, Michael Mingyan Liu, and David Fan - The company's predecessor was Shanghai Sanyou Medical Device Co., Ltd., established on April 19, 2005[321](index=321&type=chunk) - As of June 30, 2025, the company's total issued share capital was **277.885415 million** shares, and its registered capital was **CNY 277.885415 million**[326](index=326&type=chunk) - The company's business scope includes the production, sales, and technical services of Class I, II, and III medical devices[327](index=327&type=chunk) - The company's actual controllers are Xu Nong, Michael Mingyan Liu, and David Fan, who form a concerted action group through the signing of a "Concerted Action Agreement"[327](index=327&type=chunk) [IV. Basis of Financial Statement Preparation](index=113&type=section&id=IV.%20Basis%20of%20Financial%20Statement%20Preparation) These financial statements are prepared in accordance with the Accounting Standards for Business Enterprises and relevant CSRC regulations, based on the going concern assumption - These financial statements are prepared in accordance with the "Accounting Standards for Business Enterprises" issued by the Ministry of Finance and relevant provisions of the China Securities Regulatory Commission's "Information Disclosure Rules for Companies Issuing Securities No. 15 - General Provisions for Financial Reports"[328](index=328&type=chunk) - These financial statements are prepared on a going concern basis[329](index=329&type=chunk) [V. Significant Accounting Policies and Accounting Estimates](index=113&type=section&id=V.%20Significant%20Accounting%20Policies%20and%20Accounting%20Estimates) This section details the company's specific accounting policies and estimates for financial instruments, revenue, inventory, fixed assets, intangible assets, R&D, employee compensation, provisions, share-based payments, and government grants, ensuring accurate financial reporting - Financial assets are classified at initial recognition as: financial assets measured at amortized cost, financial assets measured at fair value through other comprehensive income, and financial assets measured at fair value through profit or loss[344](index=344&type=chunk) - For accounts receivable, regardless of whether they contain a significant financing component, the company always measures loss provisions at an amount equal to the expected credit losses over the entire lifetime[353](index=353&type=chunk) - Inventories are valued using the weighted average method when issued, and measured at the lower of cost and net realizable value at the balance sheet date[362](index=362&type=chunk)[363](index=363&type=chunk) - Fixed assets are depreciated using the straight-line method, with buildings and structures depreciated over 48 years, and specialized equipment over 5-10 years[374](index=374&type=chunk) - R&D expenditures are divided into research and development phases; research phase expenditures are recognized in current profit or loss, while development phase expenditures are recognized as intangible assets when specific conditions are met[381](index=381&type=chunk) - The company recognizes revenue when customers obtain control of the related goods or services, with main sales models including distributor buy-out, consignment sales, and direct sales and distributor models[396](index=396&type=chunk)[401](index=401&type=chunk) - Government grants are classified as asset-related or income-related, and recognized when the attached conditions are met and received[403](index=403&type=chunk)[406](index=406&type=chunk) [VI. Taxes](index=131&type=section&id=VI.%20Taxes) This section lists the company's main tax categories and rates, including VAT, urban maintenance and construction tax, and corporate income tax, with preferential rates for high-tech and small/micro-profit enterprises Main Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Calculated as sales output tax less input tax on goods and taxable services | 20%, 13%, 6%, 5.5% | | Urban Maintenance and Construction Tax | Amount of turnover tax payable | 7%, 5% | | Corporate Income Tax | Calculated based on taxable income | See table below | Taxable Entities with Different Corporate Income Tax Rates | Taxable Entity Name | Income Tax Rate (%) | | :--- | :--- | | Shanghai Sanyou Medical Device Co., Ltd. | 15.00% | | Beijing Shuimutiangpeng Medical Technology Co., Ltd. | 15.00% | | Beijing Shuimutiangpeng Medical Equipment Co., Ltd. | 15.00% | | Tuoteng (Suzhou) Medical Technology Co., Ltd. | 25.00% | | Implanet | 25.00% | | Implanet America, Inc. | 28.90% | - The company, Beijing Shuimutiangpeng Medical Technology Co., Ltd., and Beijing Shuimutiangpeng Medical Equipment Co., Ltd. have all obtained high-tech enterprise certificates and enjoy a **15%** corporate income tax preferential rate[412](index=412&type=chunk) - Some subsidiaries meet the criteria for small and micro-profit enterprises, enjoying a preferential policy where the portion of annual taxable income not exceeding **CNY 3 million** is reduced by **25%** and taxed at a **20%** rate[413](index=413&type=chunk) [VII. Notes to Consolidated Financial Statement Items](index=132&type=section&id=VII.%20Notes%20to%20Consolidated%20Financial%20Statement%20Items) This section provides detailed notes for each item in the consolidated financial statements, explaining changes in monetary funds, receivables, inventory, investments, fixed assets, goodwill, borrowings, and various income and expense categories Monetary Funds (June 30, 2025) | Item | Period-end Balance (CNY) | | :--- | :--- | | Cash on hand | 7,472.02 | | Bank deposits | 377,921,102.21 | | **Total** | **377,928,574.23** | | Of which: Funds deposited overseas | 4,387,674.41 | Trading Financial Assets (June 30, 2025) | Item | Period-end Balance (CNY) | | :--- | :--- | | Bank wealth management products, broker's income certificates, and structured deposits | 36,064,208.22 | | **Total** | **36,064,208.22** | Accounts Receivable Aging Disclosure (June 30, 2025) | Aging | Period-end Book Balance (CNY) | | :--- | :--- | | Within 1 year (inclusive) | 87,219,743.92 | | 1 to 2 years | 2,799,523.34 | | 2 to 3 years | 1,834,591.84 | | Over 3 years | 5,916,683.63 | | Subtotal | 97,770,542.73 | | Less: Impairment provision | 11,754,871.47 | | **Total** | **86,015,671.26** | Inventory Classification (June 30, 2025) | Item | Book Balance (CNY) | Inventory Impairment Provision/Contract Performance Cost Impairment Provision (CNY) | Book Value (CNY) | | :--- | :--- | :--- | :--- | | Raw materials | 42,321,469.27 | 449,282.19 | 41,872,187.08 | | Work in progress | 59,676,713.08 | 0 | 59,676,713.08 | | Finished goods | 183,460,458.58 | 40,804,521.64 | 142,655,936.94 | | Revolving materials | 2,432,942.16 | 0 | 2,432,942.16 | | Consignment goods | 38,689,551.99 | 9,882,664.06 | 28,806,887.93 | | Goods in process for external processing | 388,122.04 | 0 | 388,122.04 | | **Total** | **326,969,257.12** | **51,136,467.89** | **275,832,789.23** | Long-term Equity Investments (June 30, 2025) | Investee | Period-end Balance (Book Value, CNY) | | :--- | :--- | | Chunfeng Huayu (Suzhou) Intelligent Medical Technology Co., Ltd. | 11,650,101.43 | | **Total** | **11,650,101.43** | Book Value of Fixed Assets (June 30, 2025) | Item | Period-end Book Value (CNY) | | :--- | :--- | | Buildings and structures | 236,637,038.53 | | Specialized equipment | 60,787,758.55 | | Transportation vehicles | 1,737,417.95 | | General equipment | 4,290,603.81 | | Fixed asset improvements | 14,878,273.70 | | **Total** | **318,331,092.54** | Book Value of Goodwill (June 30, 2025) | Name of Investee or Event Leading to Goodwill | Period-end Balance (CNY) | | :--- | :--- | | Beijing Shuimutiangpeng Medical Technology Co., Ltd. | 315,229,980.61 | | Implanet | 30,637,069.55 | | **Total** | **345,867,050.16** | Short-term Borrowings Classification (June 30, 2025) | Item | Period-end Balance (CNY) | | :--- | :--- | | Secured borrowings | 19,950,000.00 | | **Total** | **19,950,000.00** | Operating Revenue and Operating Costs (January-June 2025) | Item | Revenue (CNY) | Cost (CNY) | | :--- | :--- | :--- | | Main business | 249,396,052.82 | 67,871,774.45 | | Other businesses | 364,104.46 | 148,821.98 | | **Total** | **249,760,157.28** | **68,020,596.43** | R&D Expenses (January-June 2025) | Item | Amount Incurred in Current Period (CNY) | | :--- | :--- | | Employee compensation | 22,375,301.27 | | Technical development fees | 2,635,983.33 | | Depreciation and amortization expenses | 4,938,420.99 | | Share-based payments | 13,225.10 | | Consulting fees | 3,049,969.83 | | Service fees | 564,557.06 | | Material costs | 1,859,555.65 | | Other | 2,083,469.19 | | **Total** | **37,520,482.42** | Other Income (January-June 2025) | Classified by Nature | Amount Incurred in Current Period (CNY) | | :--- | :--- | | Government grants - other | 7,694,835.61 | | Input VAT additional deduction | 404,323.20 | | Withholding individual income tax handling fees | 113,999.04 | | **Total** | **8,213,157.85** | Investment Income (January-June 2025) | Item | Amount Incurred in Current Period (CNY) | | :--- | :--- | | Investment income from long-term equity investments accounted for using the equity method | -1,653,617.90 | | Investment income from bank wealth management products, broker's income certificates, and structured deposits | 1,386,090.47 | | **Total** | **-267,527.43** | [VIII. R&D Expenditures](index=185&type=section&id=VIII.%20R%26D%20Expenditures) This section details the company's H1 2025 R&D expenditures, totaling **CNY 37.5205 million**, primarily comprising employee compensation, technical development fees, depreciation, and material costs, all of which were expensed R&D Expenditures by Nature of Expense (January-June 2025) | Item | Amount Incurred in Current Period (CNY) | | :--- | :--- | | Employee compensation | 22,375,301.27 | | Technical development fees | 2,635,983.33 | | Depreciation and amortization expenses | 4,938,420.99 | | Material costs | 1,859,555.65 | | Consulting fees | 3,049,969.83 | | Service fees | 564,557.06 | | Share-based payments | 13,225.10 | | Other | 2,083,469.19 | | **Total** | **37,520,482.42** | | Of which: Expensed R&D expenditure | 37,520,482.42 | [IX. Changes in Consolidation Scope](index=186&type=section&id=IX.%20Changes%20in%20Consolidation%20Scope) During the reporting period, the company's consolidation scope changed due to the establishment of two new subsidiaries, the acquisition of remaining equity in Shuimutiangpeng, and the disposal of Shenzhen Huabao Biomaterials Technology Co., Ltd - The company established new subsidiaries Litian (Taicang) Biotechnology Co., Ltd. and Sanyou Yunlan Trading Co., Ltd[565](index=565&type=chunk) - The company acquired the remaining equity of Beijing Shuimutiangpeng Medical Technology Co., Ltd. (Shuimutiangpeng) through share issuance and cash payment, making it a **100%** wholly-owned subsidiary[566](index=566&type=chunk)[567](index=567&type=chunk) - The company disposed of Shenzhen Huabao Biomaterials Technology Co., Ltd., losing control[564](index=564&type=chunk) [X. Interests in Other Entities](index=189&type=section&id=X.%20Interests%20in%20Other%20Entities) This section lists the company's enterprise group, including major subsidiaries and the associate Chunfeng Huayu, detailing their operating locations, registered capital, business nature, and shareholding ratios Composition of Enterprise Group (Partial Subsidiaries) | Subsidiary Name | Main Operating Location | Registered Capital (CNY million) | Business Nature | Shareholding Ratio (%) Direct | | :--- | :--- | :--- | :--- | :--- | | Tuoteng (Suzhou) Medical Technology Co., Ltd. | Suzhou | 15,000.00 | Medical device production, operation, etc. | 100.00 | | Beijing Shuimutiangpeng Medical Technology Co., Ltd. | Beijing | 1,354.17 | Medical device sales, technology development, etc. | 100.00 | | Implanet | France | EUR124.968484 | Medical device R&D, production, and sales | 74.56 | | Litian (Taicang) Biotechnology Co., Ltd. | Jiangsu | 6,000.00 | Medical device operation, technology service development, etc. | 66.00 | Important Joint Ventures or Associates | Name of Joint Venture or Associate | Main Operating Location | Registered Location | Business Nature | Shareholding Ratio (%) Direct | Accounting Method | | :--- | :--- | :--- | :--- | :--- | :--- | | Chunfeng Huayu (Suzhou) Intelligent Medical Technology Co., Ltd. | Suzhou | Suzhou | Manufacturing | 33.15 | Equity Method | Key Financial Information of Important Associate (Chunfeng Huayu) | Item | Period-end Balance/Amount Incurred in Current Period (CNY) | | :--- | :--- | | Total Assets | 158,512,686.99 | | Total Liabilities | 1,188,394.85 | | Equity Attributable to Parent Company Shareholders | 157,324,292.14 | | Book Value of Equity Investment in Associate | 11,650,101.43 | | Net Profit | -4,988,289.30 | [XI. Government Grants](index=195&type=section&id=XI.%20Government%20Grants) This section discloses that the company received total government grants of **CNY 11.37715881 million** in H1 2025, with **CNY 444,235.61** being asset-related and **CNY 10.93292320 million** income-related Liability Items Involving Government Grants (Deferred Income) | Financial Statement Item | Period-start Balance (CNY) | Transferred to Other Income in Current Period (CNY) | Period-end Balance (CNY) | Asset-related/Incom

Core Insights - The National Medical Products Administration (NMPA) announced the results of the special review application for innovative medical devices, with 8 products entering the special review process in 2025 [1] - Sanyou Medical's subsidiary, Chunchun Huayu (Suzhou) Intelligent Medical Technology Co., Ltd., successfully had its spinal surgery robot and related intelligent products selected, named the Spinal Surgery Navigation and Positioning System, marking a significant technological breakthrough in the field of intelligent orthopedic surgery [1] - This approval for Chunchun Huayu's product to enter the innovative channel represents another important milestone in Sanyou Medical's innovative R&D system for 2025 [1] - Previously, another subsidiary of the company, Suzhou Yunhejing New Material Technology Co., Ltd., developed a "Surface Porous Polyether Ether Ketone Interbody Fusion Device," which entered the innovative channel in April 2025 [1]

Group 1 - The company has approved the use of idle raised funds not exceeding 90 million yuan to temporarily supplement working capital, with a usage period of no more than 12 months from the board's approval date [2][6][7] - The company has established a special account for raised funds, which will only be used for temporarily supplementing working capital, and has signed a tripartite supervision agreement with the sponsor and the bank [3][5][6] - The company raised a total of 1,075,950,160 yuan from its initial public offering, with a net amount of 978,057,381.28 yuan after deducting issuance costs [2][4] Group 2 - The company will have 15,639,463 shares listed for circulation on September 15, 2025, following the issuance of shares to specific investors [15][16] - The total share capital of the company will increase to 277,885,415 shares after the issuance, and further to 333,462,498 shares after a capital reserve transfer [17][18] - The independent financial advisor has confirmed that the shareholders of the restricted shares have complied with their commitments, and the listing of these shares meets regulatory requirements [19][20] Group 3 - The company will participate in a collective performance briefing for the medical device industry on September 17, 2025, to communicate its half-year results and address investor questions [33][34] - Investors can submit questions for the briefing from September 10 to September 16, 2025, and the company will respond to commonly asked questions during the event [35][36]