上海市通力律师事务所关于上海澳华内镜股份有限公司 2025 年第二次临时股东大会的法律意见书 致:上海澳华内镜股份有限公司 上海市通力律师事务所(以下简称"本所")接受上海澳华内镜股份有限公司(以 下简称"公司"）的委托,指派本所夏青律师、郭珣律师(以下简称"本所律师")根 据《中华人民共和国公司法》《中华人民共和国证券法》等法律法规和规范性文件(以 下统称"法律法规")及《上海澳华内镜股份有限公司章程》(以下简称"公司章程") 的规定就公司 2025 年第二次临时股东大会(以下简称"本次股东大会")相关事宜出 具法律意见。 本所律师已经对公司提供的与本次股东大会有关的法律文件及其他文件、资料予以 了核查、验证。在进行核查验证过程中,公司已向本所保证,公司提供予本所之文件中 的所有签署、盖章及印章都是真实的,所有作为正本提交给本所的文件都是真实、准确、 完整和有效的,且文件材料为副本或复印件的,其与原件一致和相符。 在本法律意见书中,本所仅对本次股东大会召集和召开的程序、出席本次股东大会 人员资格和召集人资格及表决程序、表决结果是否符合法律法规和公司章程的规定发表 意见,并不对本次股东大会所审议的议案内容以及 ...

证券代码：688212 证券简称：澳华内镜 公告编号：2025-063 上海澳华内镜股份有限公司 2025年第二次临时股东大会决议公告 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） 股东大会召开的时间：2025 年 9 月 16 日 （二） 股东大会召开的地点：上海市闵行区光中路 133 弄 66 号澳华内镜大厦十 楼会议室 （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 | 217 | | --- | --- | | 普通股股东人数 | 217 | | 2、出席会议的股东所持有的表决权数量 | 78,182,705 | | 普通股股东所持有表决权数量 | 78,182,705 | | 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 | 59.1550 | | 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（%） | 59.155 ...

9月16日澳华内镜大宗交易一览 澳华内镜9月16日大宗交易平台共发生7笔成交，合计成交量40.00万股，成交金额1857.19万元。成交价 格均为46.43元，相对今日收盘价折价9.00%。从参与大宗交易营业部来看，机构专用席位共出现在6笔 成交的买方或卖方营业部中，合计成交金额为1392.89万元，净买入1392.89万元。 进一步统计，近3个月内该股累计发生14笔大宗交易，合计成交金额为4091.25万元。 证券时报·数据宝统计显示，澳华内镜今日收盘价为51.02元，上涨3.70%，日换手率为2.36%，成交额为 1.61亿元，全天主力资金净流入1417.80万元，近5日该股累计下跌1.88%，近5日资金合计净流入2343.28 万元。 两融数据显示，该股最新融资余额为1.11亿元，近5日增加1322.99万元，增幅为13.49%。 据天眼查APP显示，上海澳华内镜股份有限公司成立于1994年10月27日。注册资本13466.525万人民 币。（数据宝） | 成交量 | 成交金额 | 成交价 | 相对当日收盘 | | | | --- | --- | --- | --- | --- | --- | | （万 ...

Investment Logic - The company's inventory digestion is nearing completion, and the medical equipment upgrade is driving a recovery in bidding procurement, alongside accelerated expansion in overseas markets, indicating an upcoming inflection point in performance [1] - Starting in 2024, the execution of equipment upgrades will significantly delay in-hospital bidding rhythm, while the company is accelerating the launch process of AQ400, leading to a proactive inventory adjustment cycle, resulting in short-term performance pressure and temporary losses due to unmet equity incentive targets and cost disturbances [1] - By Q2 2025, the company's revenue has begun to grow quarter-on-quarter, and losses have narrowed, suggesting that overall performance is expected to improve steadily from the end of this year [1] Product Development and Market Position - The Olympus X1 endoscope has received approval, and a surge in high-end endoscope procurement is imminent, with the new AQ400 model expected to compete directly with X1 and offer 3D imaging advantages, facilitating rapid expansion in the high-end market of top-tier hospitals [2] - Olympus, as a global leader in flexible endoscopes, will see revenue growth in this region with the launch of its latest X1 model and related products, which are anticipated to trigger a procurement boom in the domestic market, particularly among top-tier hospitals [2] - The company's AQ400 high-end model, designed to compete with X1, features EDOF imaging performance and a 3D differentiation advantage, positioning it competitively to benefit from accelerated industry procurement demand and market share growth [2] Strategic Initiatives - The company is strategically developing an ERCP robot to address clinical pain points related to high radiation exposure, aiming to become the first in the world to launch this product between 2027 and 2028 [3] - There is a significant patient population in China with biliary and pancreatic diseases, with approximately 3 million patients needing ERCP procedures, but only about 300,000 procedures currently performed, indicating a low penetration rate of 10% compared to mature markets like the U.S. [3] - The ERCP robot can facilitate remote operations, physically separating doctors from radiation exposure, optimizing procedural workflows, enhancing surgical precision, and reducing the need for contrast agents, thereby alleviating patient burdens and shortening training periods for doctors [3] Financial Projections - The company is focusing on R&D innovation and high-end breakthroughs, with ongoing recovery in bidding procurement and inventory digestion, alongside the anticipated high-end endoscope procurement boom driven by Olympus X1's launch [4] - The AQ400 is expected to contribute significant incremental revenue due to its upgraded performance and 3D differentiation advantage [4] - The company’s exclusive ERCP robot is designed to address domestic clinical pain points, with clinical trials progressing smoothly and a projected launch between 2027 and 2028 [4] - Revenue projections for 2025-2027 are estimated at 753 million, 895 million, and 1.1 billion yuan, with year-on-year growth rates of 0.51%, 18.78%, and 22.97% respectively; net profit estimates are 10 million, 81 million, and 150 million yuan, with growth rates of -50.57%, 675.33%, and 85.96% respectively [4]

| 交易日期 | 证券調核 | 证券代码 | | | 成交价(元) 成交金额(万元) 成交量(*) 英入营业部 | | 楚出营业部 | 是否为专场 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 2025-09-16 | 演华内援 | 688212 | 46.43 | 464.3 | 10 | 中信证券股份有限 公司总部(非営业 | 中国中金树富谈券 有限公司北京宋庄 | | | | | | | | | 场所) | 有限公司北京宋 路证券营业部 | | | 2025-09-16 | 测华内镜 | 688212 | 46.43 | 351.01 | 7.56 | 机构专用 | 中国中金财富证券 有限公司北京宋庄 | 160 | | | | | | | | | 路迁券营业部 | | | 2025-09-16 | 测华内接 | 688212 | 46.43 | 224.72 | 4.84 | 机构专用 | 中国中金财富运秀 有限公司北京建国 | 百香 | | | | | | | | | 门外大街证券营业 | | | | | | | | | | ...

Core Viewpoint - Aohua Endoscopy's stock price has experienced fluctuations, with a year-to-date increase of 20.27% but a recent decline of 7.52% over the past five trading days, indicating potential volatility in the market [2]. Company Overview - Aohua Endoscopy, established on October 27, 1994, and listed on November 15, 2021, is located in Shanghai and specializes in the research, production, and sales of electronic endoscopy equipment and related surgical consumables [2]. - The company's main revenue sources are: endoscopy equipment (92.35%), endoscopy diagnostic consumables (3.71%), endoscopy maintenance services (3.58%), and leasing income (0.35%) [2]. Financial Performance - For the first half of 2025, Aohua Endoscopy reported a revenue of 260 million yuan, a year-on-year decrease of 26.36%, and a net profit attributable to shareholders of -40.76 million yuan, a significant decline of 820.03% [2]. - Cumulatively, the company has distributed 76.28 million yuan in dividends since its A-share listing, with 50.95 million yuan distributed over the past three years [3]. Shareholder Structure - As of June 30, 2025, the number of shareholders decreased by 2.51% to 3,921, while the average circulating shares per person increased by 2.58% to 34,344 shares [2]. - Notable institutional shareholders include: - Fortune Precision Medical Flexible Allocation Mixed A (third largest, holding 4.8351 million shares, increased by 2.07 million shares) - Huatai-PineBridge Innovation Medical Mixed A (fifth largest, new shareholder with 3.8984 million shares) - ICBC Frontier Medical Stock A (sixth largest, holding 3.0942 million shares, decreased by 0.8058 million shares) [3].

Core Viewpoint - As of September 10, a total of 107 stocks in the Shanghai and Shenzhen markets have experienced net buying from major funds for five consecutive days or more, indicating strong investor interest in these stocks [1] Group 1: Stocks with Significant Net Buying - The stock with the longest consecutive net buying days is Aohua Endoscopy, which has seen net buying for 13 consecutive trading days [1] - Other notable stocks with significant net buying days include Tianpu Co., Nanjing Pharmaceutical, Wankai New Materials, Changjiang Media, Huarong Co., Midea Group, Sunshine Lighting, and Haotaitai [1]

Investment Rating - The report maintains an "Outperform" rating for the pharmaceutical and biotechnology sector [5][41]. Core Views - The pharmaceutical sector has shown resilience, outperforming the overall market with a 1.40% increase, while the total A-share market declined by 1.17% [1][32]. - ANGPTL3 has gained significant interest from multinational pharmaceutical companies (MNCs) due to its unique mechanism of action, which is non-LDLR dependent, making it effective in patients with LDLR deficiencies [3][30]. - The report highlights the diverse drug forms targeting ANGPTL3, with MNCs like Novartis, Lilly, Amgen, and AstraZeneca actively investing in this area, indicating a potential for multi-target and multi-drug combinations in the future [3][16]. Summary by Sections Market Performance - The overall A-share market fell by 1.17%, with the Shanghai and Shenzhen 300 index down by 0.81%. The biotechnology sector, however, rose by 1.40%, indicating strong performance relative to the broader market [1][32]. - Specific segments within the pharmaceutical sector showed varied performance, with chemical pharmaceuticals up by 3.92% and medical services up by 1.69%, while medical devices and traditional Chinese medicine saw declines [1][32]. ANGPTL3 Developments - A collaboration between Argo Biopharma and Novartis was announced, focusing on RNA drugs for cardiovascular diseases, with a total potential payment of $5.2 billion, including a $160 million upfront payment [2][11]. - ANGPTL3's mechanism allows for significant reductions in LDL-C levels in patients with HoFH, outperforming traditional treatments like PCSK9 inhibitors [3][31]. Company Earnings Forecasts and Ratings - Key companies in the sector, such as Mindray Medical, WuXi AppTec, and Aier Eye Hospital, have been rated as "Outperform" with projected net profits for 2024 ranging from 1.4 billion to 116.7 billion yuan [4][41]. - The report provides detailed earnings forecasts for various companies, indicating a positive outlook for the sector as a whole [4][41]. Valuation Metrics - The TTM price-to-earnings ratio for the pharmaceutical and biotechnology sector stands at 40.75x, significantly higher than the overall A-share market's 19.80x [37][38]. - Sub-sectors such as chemical pharmaceuticals and biological products have even higher valuations, indicating strong investor interest and growth potential [37][38]. Recommended Stocks - The report recommends several companies, including Mindray Medical for its strong market position and international expansion, WuXi AppTec for its comprehensive drug development services, and Aier Eye Hospital for its leading position in the eye care sector [41][42].

Core Viewpoint - Shanghai Aohua Endoscopy Co., Ltd. will participate in the 2025 semi-annual performance briefing for the medical device industry on September 17, 2025, to address investor concerns and provide insights into its financial performance and operational results [2][3]. Group 1: Event Details - The performance briefing will be held on September 17, 2025, from 15:00 to 17:00 [4][5]. - The event will take place at the Shanghai Stock Exchange Roadshow Center, accessible via the website https://roadshow.sseinfo.com/ [5][6]. - The format of the meeting will be an online interactive session, allowing for real-time communication with investors [3][6]. Group 2: Investor Participation - Investors can submit questions for the briefing from September 10 to September 16, 2025, by visiting the "Question Pre-collection" section on the Roadshow Center website or via the company's email [2][6]. - The company will address commonly asked questions during the briefing to enhance investor understanding of its semi-annual results [2][3]. Group 3: Contact Information - For inquiries, investors can contact the Securities Affairs Department at 021-54303731 or via email at ir@aohua.com [6]. - After the briefing, the main content and outcomes will be available for review on the Roadshow Center website [6].

Investment Rating - The report maintains a "Buy" rating for the company [9] Core Insights - The company's performance met expectations, with a projected revenue of 260 million yuan for 2025, despite a year-on-year decline of 26.36% in revenue and a significant drop in net profit [2][6] - Domestic business is expected to reach a turning point, while overseas operations continue to expand [2] - The company has launched new products, including the AQ-400, which is anticipated to enhance revenue streams [6] Summary by Sections Financial Performance - In the first half of 2025, the company reported a revenue of 260 million yuan, a decrease of 26.36% year-on-year, and a net profit attributable to shareholders of -40.76 million yuan, down 820.03% [6] - The second quarter of 2025 saw a revenue of 137 million yuan, reflecting a year-on-year decline of 25.84% [6] Domestic and International Business - The domestic business has experienced a decline, attributed to adjustments in business development pace in line with product iteration and market demand [2] - The company has conducted 16 grassroots training events across 11 provinces and 13 cities in China to support standardized grassroots diagnosis and treatment models [2] - The company has established multiple marketing support centers overseas, enhancing its international presence in countries like Germany, the UK, South Korea, and Thailand [2] Research and Development - The company invested 73.81 million yuan in R&D in the first half of 2025, accounting for 28.35% of its revenue, showcasing its innovation capabilities in optical imaging and electronic endoscope manufacturing [6] - New product launches include the dual-channel endoscope and the 60 series of digestive endoscopes, which have improved product competitiveness [6] Future Outlook - The report projects net profits attributable to shareholders for 2025, 2026, and 2027 to be 110 million, 490 million, and 1.4 billion yuan respectively, indicating a positive growth trajectory [6]