（文章来源：证券日报） 证券日报网讯 12月29日，春立医疗发布公告称，公司2025年12月29日召开2025年第二次临时股东大 会，审议通过《关于取消监事会及修订的议案》等。 ...

证券代码：688236 证券简称：春立医疗 公告编号：2025-056 北京市春立正达医疗器械股份有限公司 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 12 月 29 日 （二） 股东大会召开的地点：（二）北京市通州区通州经济开发区南区鑫觅西 二路 10 号 （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 | 39 | | --- | --- | | 普通股股东人数 | 39 | | 其中：A 股股东人数 | 38 | | H 股股东人数 | 1 | | 2、出席会议的股东所持有的表决权数量 | 229,835,580 | | 普通股股东所持有表决权数量 | 229,835,580 | | 其中：A 股股东所持有表决权数量 | 214,269,542 | | H 股股东所持有表决权数量 ...

北京市万商天勤律师事务所 关于 北京市春立正达医疗器械股份有限公司 2025 年第二次临时股东大会的 法律意见书 北京市朝阳区建国门外大街 8 号北京国际财源中心 A 座 32 层 100022 电话：+86 10 82255588 www.vtlaw.cn 北京 深圳 上海 成都 武汉 西安 长沙 杭州 海口 南京 广州 昆明 福州 重庆 天津 合肥 郑州 香港(联营) 北京市万商天勤律师事务所 关于北京市春立正达医疗器械股份有限公司 2025 年第二次临时股东大会的 法律意见书 致：北京市春立正达医疗器械股份有限公司 根据《中华人民共和国证券法》《中华人民共和国公司法》及中国证券监督管理 委员会《上市公司股东会规则》（以下称"《股东会规则》"）等法律、法规和规范性文 件的规定，北京市万商天勤律师事务所（以下称"本所"）接受北京市春立正达医疗 器械股份有限公司（以下称"公司"）的委托，指派律师现场参加公司 2025 年第二次 临时股东大会（以下称"本次股东大会"），并出具法律意见。 本所律师同意将本法律意见书随公司本次股东大会决议一并予以公告，并依法对 本法律意见书承担相应的责任。 本所律师根据《股东会规则 ...

Market Overview - The medical device sector experienced a decline of 0.74% on December 29, with Huakang Clean leading the drop [1] - The Shanghai Composite Index closed at 3965.28, up 0.04%, while the Shenzhen Component Index closed at 13537.1, down 0.49% [1] Top Performers - Meihao Medical (301363) saw a closing price of 25.04, with an increase of 8.30% and a trading volume of 197,100 shares, totaling a transaction value of 482 million yuan [1] - Mailande (688273) closed at 41.73, up 8.22%, with a trading volume of 55,200 shares and a transaction value of 227 million yuan [1] - Kangzhong Medical (688607) closed at 45.80, up 7.23%, with a trading volume of 40,200 shares and a transaction value of 180 million yuan [1] Underperformers - Huakang Clean (301235) closed at 39.21, down 8.54%, with a trading volume of 123,300 shares and a transaction value of 488 million yuan [2] - C Jianxin (688805) closed at 47.16, down 7.26%, with a trading volume of 89,000 shares and a transaction value of 426 million yuan [2] - Furuim Medical (300049) closed at 71.93, down 4.20%, with a trading volume of 66,800 shares and a transaction value of 485 million yuan [2] Capital Flow - The medical device sector saw a net outflow of 565 million yuan from institutional investors, while retail investors experienced a net inflow of 328 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors are more active [2] Individual Stock Capital Flow - Meihao Medical (301363) had a net outflow of 54.30 million yuan from institutional investors, with retail investors also showing a net outflow of 0.76 million yuan [3] - Jigaofazhan (600807) experienced a net inflow of 44.75 million yuan from institutional investors, while retail investors had a net outflow of 61.29 million yuan [3] - Kangzhong Medical (688626) saw a net inflow of 44.26 million yuan from institutional investors, with retail investors showing a slight net outflow [3]

Group 1 - The core business of the company is focused on the research, production, and sales of implantable orthopedic medical devices, including joint prostheses and spinal implants [2] - As of September 30, 2025, the company achieved a revenue of 756 million yuan, representing a year-on-year growth of 48.75%, and a net profit attributable to shareholders of 192 million yuan, with a significant increase of 213.21% year-on-year [2] - The company has distributed a total of 359 million yuan in dividends since its A-share listing, with 309 million yuan distributed over the past three years [3] Group 2 - On December 26, the company's stock price fell by 1.82%, with a trading volume of 20.04 million yuan [1] - The financing buy-in amount on December 26 was 2.40 million yuan, while the financing repayment was 2.60 million yuan, resulting in a net financing buy of -0.20 million yuan [1] - The total balance of margin trading for the company as of December 26 was 34.15 million yuan, with the financing balance accounting for 0.50% of the circulating market value, indicating a relatively high level compared to the past year [1]

Investment Rating - The report maintains an "Outperform" rating for several companies in the pharmaceutical sector, including Jiangsu Heng Rui Medicine, Hansoh Pharmaceutical Group, 3SBio, Sichuan Kelun Pharmaceutical, and Jiangsu Nhwa Pharmaceutical [5][6]. Core Insights - The report emphasizes the high prosperity in innovative drugs and continues to recommend companies with promising pipelines and performance growth in the Biopharma/Biotech sector, maintaining an "Outperform" rating for Innovent Biologics, WuXi XDC Cayman, and others [5][23]. - It highlights the performance of the A-Shares pharmaceutical sector, which underperformed the market, with the SW Pharma & Bio index falling by 0.2% while the SHCOMP rose by 1.9% [7][18]. - The report notes that the premium level of the pharmaceutical sector relative to all A-Shares is currently at a normal level of 66.7% as of December 26, 2025 [13][17]. Summary by Sections 1. Continued Recommendation for Innovative Drugs and Industry Chain - The report continues to recommend innovative drugs and the associated industry chain, highlighting the high demand and potential for revaluation in the pharmaceutical sector [5][23]. - Specific companies recommended include Jiangsu Heng Rui Medicine, Hansoh Pharmaceutical Group, 3SBio, Sichuan Kelun Pharmaceutical, and Jiangsu Nhwa Pharmaceutical, all rated as "Outperform" [5][6]. 2. A-Shares Pharmaceutical Sector Performance - In the fourth week of December 2025, the A-Shares pharmaceutical sector underperformed the broader market, with a decline of 0.2% compared to a 1.9% increase in the SHCOMP index [7][18]. - The best-performing sub-sectors included chemical raw materials (+2.0%) and medical equipment (+0.1%), while biological products saw a slight decline of -0.1% [9][18]. 3. Hong Kong and U.S. Market Performance - The Hong Kong pharmaceutical sector also underperformed, with the Hang Seng Healthcare index down by 1.8% and the Hang Seng Biotechnology index down by 2.3% [18]. - In contrast, the U.S. pharmaceutical sector performed similarly to the market, with the S&P Healthcare Select Sector increasing by 1.0% [18].

Core Viewpoint - The company, Spring Medical, is a leading domestic orthopedic medical device manufacturer specializing in the research, production, and sales of implantable orthopedic medical devices, with a focus on joint prosthetics and spinal implants. Group 1: Company Overview - Spring Medical is primarily engaged in the development, production, and sales of implantable orthopedic medical devices, including joint prosthetics and spinal implants, covering major human joints such as hip, knee, shoulder, and elbow [2][5]. - The company has received registration certificates for surgical robots for hip and knee joint surgeries, as well as medical image processing software for surgical planning, indicating its investment in smart medical technology [2][3]. - The company is recognized as a "specialized and innovative" small giant enterprise, which signifies its strong innovation capabilities and high market share in niche markets [3]. Group 2: Financial Performance - For the period from January to September 2025, Spring Medical achieved a revenue of 756 million yuan, representing a year-on-year growth of 48.75%, and a net profit attributable to shareholders of 192 million yuan, with a year-on-year increase of 213.21% [8]. - The company has distributed a total of 359 million yuan in dividends since its A-share listing, with 309 million yuan distributed over the past three years [9]. Group 3: Market Position and Shareholder Information - As of September 30, 2025, the number of shareholders in Spring Medical was 6,164, an increase of 4.12% compared to the previous period, with an average of 46,906 circulating shares per person, a decrease of 3.95% [8]. - The top circulating shareholders include Hong Kong Central Clearing Limited and China Europe Economic Growth Mixed Fund A, both of which are new shareholders [9].

Core Viewpoint - Spring Medical has shown significant growth in revenue and net profit, indicating strong performance in the orthopedic medical device sector, particularly in implantable products [2][3]. Group 1: Financial Performance - For the period from January to September 2025, Spring Medical achieved operating revenue of 756 million yuan, representing a year-on-year growth of 48.75% [2]. - The net profit attributable to the parent company for the same period was 192 million yuan, reflecting a substantial year-on-year increase of 213.21% [2]. - Cumulative cash dividends since the company's A-share listing amount to 359 million yuan, with 309 million yuan distributed over the past three years [3]. Group 2: Shareholder and Market Activity - As of December 25, 2025, Spring Medical's financing balance was 34.05 million yuan, accounting for 0.49% of its market capitalization, which is above the 50th percentile level over the past year [1]. - The company had a total of 6,164 shareholders as of September 30, 2025, an increase of 4.12% from the previous period [2]. - Notable institutional shareholders include Hong Kong Central Clearing Limited and China Europe Economic Growth Mixed Fund A, both of which are new entrants among the top ten circulating shareholders [3]. Group 3: Product and Business Overview - Spring Medical specializes in the research, development, production, and sales of implantable orthopedic medical devices, with a primary focus on joint prosthetics and spinal implants [2]. - The company's product offerings include a full range of spinal fixation systems and joint prosthetics for the hip, knee, shoulder, and elbow [2]. - The majority of the company's revenue, 99.89%, comes from medical device products, with a small fraction (0.11%) from other sources [2].

Core Viewpoint - The increasing number of dissenting votes from H-share shareholders at various A+H listed companies indicates a growing concern over ESG (Environmental, Social, and Governance) standards, reflecting a shift in the importance of ESG from a supplementary factor to a prerequisite for engaging with global capital markets [3][4][5]. Group 1: Dissenting Votes in H-share Meetings - Numerous H-share shareholder meetings have seen significant opposition to ordinary resolutions, with dissenting votes reaching 3.08 billion shares (12.02%) at China Energy Construction and 1.21 billion shares (16.08%) at GF Securities [4]. - At China Telecom's meeting, two resolutions received 4.37 billion dissenting votes, exceeding 20% of the total [5]. - The trend of high dissenting votes has been persistent, with companies like Huatai Securities and Huaneng International also facing substantial opposition [6]. Group 2: ESG Concerns and Standards - Foreign investment institutions are increasingly critical of the ESG content in Chinese companies' reports, viewing dissenting votes as a statement on corporate governance [3][7]. - The disparity in ESG standards between domestic and international expectations poses a dual challenge for Chinese companies, as they must meet both international rating requirements and local policy directives [3][9]. - The MSCI research indicates that companies with lower ESG ratings face higher financing costs, with a difference of approximately 1.1 percentage points between the highest and lowest rated firms [8]. Group 3: Challenges in ESG Reporting - There is a perception among some overseas institutions that Chinese companies' ESG evaluations are biased, often focusing on documentation rather than practical actions [10]. - The Future Vision report highlights that 73.6% of Chinese companies lag in governance and behavior issues compared to a global average of 44.7%, indicating a significant gap in ESG performance [11]. - The need for a unified and industry-adapted disclosure standard is emphasized, with suggestions for collaborative governance among government, regulatory bodies, investment institutions, and companies to enhance ESG reporting quality [12][13]. Group 4: Progress in A-share ESG Reporting - A-share companies have made significant strides in ESG governance, with the disclosure rate of ESG reports increasing from 34.86% in 2022 to 41.51% in 2023, and projected to reach 46.34% in 2024 [14][15]. - The regulatory framework has evolved, with new guidelines promoting sustainable development reporting and aligning with international climate change disclosure requirements [14]. - Companies are shifting their perspective on ESG from viewing it as a cost to recognizing its potential as a capital-generating asset [15].

Core Viewpoint - Spring Medical (688236) shows significant growth in revenue and net profit for the first three quarters of 2025, indicating strong performance in the orthopedic medical device sector [2]. Financial Performance - For the first three quarters of 2025, the company reported a main revenue of 756 million yuan, an increase of 48.75% year-on-year [2]. - The net profit attributable to shareholders reached 192 million yuan, up 213.21% year-on-year [2]. - The net profit excluding non-recurring items was 181 million yuan, reflecting a substantial increase of 311.07% year-on-year [2]. - In Q3 2025 alone, the company achieved a main revenue of 268 million yuan, a remarkable rise of 109.51% year-on-year [2]. - The net profit for Q3 2025 was 77.06 million yuan, showing a staggering increase of 531.12% year-on-year [2]. - The net profit excluding non-recurring items for Q3 was 74.52 million yuan, up 439.4% year-on-year [2]. - The company's debt ratio stands at 15.65%, with investment income of 3.217 million yuan and financial expenses of -9.7234 million yuan [2]. - The gross profit margin is reported at 67.27% [2]. Market Activity - As of December 23, 2025, the stock closed at 23.8 yuan, down 0.83%, with a turnover rate of 0.33% and a trading volume of 9,634 lots, amounting to a total transaction value of 22.9961 million yuan [1]. - On December 23, the net outflow of main funds was 1.0911 million yuan, accounting for 4.74% of the total transaction value, while retail investors saw a net inflow of 1.7341 million yuan, representing 7.54% of the total transaction value [1]. Analyst Ratings - In the past 90 days, 9 institutions have provided ratings for the stock, with 8 recommending a buy and 1 recommending an increase in holdings [2]. - The average target price set by institutions over the past 90 days is 3.18 billion yuan [2].