二、保荐机构基本情况 保荐总结报告书 华泰联合证券有限责任公司 关于嘉和美康（北京）科技股份有限公司 首次公开发行股票并在科创板上市 之保荐总结报告书 | 保荐机构名称 | 华泰联合证券有限责任公司 | | --- | --- | | 保荐机构编号 | Z26774000 | 1、保荐总结报告书和证明文件及其相关资料的内容不存在虚假记载、误导 性陈述或重大遗漏，保荐机构及保荐代表人对其真实性、准确性、完整性承担法 律责任。 一、保荐机构及保荐代表人承诺 2、本机构及本人自愿接受中国证券监督管理委员会（以下简称"中国证监 会"）、上海证券交易所对保荐总结报告书相关事项进行的任何质询和调查。 3、本机构及本人自愿接受中国证监会按照《证券发行上市保荐业务管理办 法》的有关规定采取的监管措施。 | 情况 | 内容 | | --- | --- | | 保荐机构名称 | 华泰联合证券有限责任公司 | | 注册地址 | 深圳市前海深港合作区南山街道桂湾五路 128 号前海深港基金小 | | | 镇 栋 B7 401 | | 主要办公地址 | 北京市西城区丰盛胡同 22 号丰铭国际大厦 A 座 6 层 | | 法定代表人 | ...

保荐机构知悉上述情况后，了解到公司归母净利润、归母扣非净利润2024 年出现亏损的主要原因包括：（1）收入及成本的影响：收入端，受整体经济环 境及医疗行业环境的影响，部分客户需求释放递延、招投标节奏滞后、实施交付 周期延长，导致当期订单有所下降，2024年收入减少；成本端，受行业环境影响， 部分客户的项目验收周期延长，导致发生更多成本，且2024年无法签约项目结转 成本金额较上期增加；（2）减值准备的影响：公司结合经营管理情况、行业环 根据《证券法》《证券发行上市保荐业务管理办法》和《上海证券交易所科 创板股票上市规则》等有关法律、法规的规定，华泰联合证券有限责任公司（以 下简称"华泰联合证券"或"保荐机构"）作为嘉和美康（北京）科技股份有限 公司（以下简称"嘉和美康"、"公司"或"发行人"）首次公开发行股票的保 荐机构，对嘉和美康进行持续督导，并出具 2024 年度（以下简称"报告期"）持 续督导跟踪报告： 一、保荐机构和保荐代表人发现的问题及整改情况 （一）公司业绩由盈转亏 2024年公司实现营业收入59,194.43万元，较上年同期收入减少14.85%，实现 归属于上市公司股东的净利润-25,611.7 ...

嘉和美康（北京）科技股份有限公司 证券代码：688246 证券简称：嘉和美康 嘉和美康（北京）科技股份有限公司 2024 年年度股东大会会议资料 2025 年 5 月 27 日 | 2024 | 年年度股东大会会议须知 | 2 | | --- | --- | --- | | 2024 | 年年度股东大会会议议程 | 4 | | 2024 | 年年度股东大会会议议案 | 6 | | 议案一：关于公司 2024 | 年度董事会工作报告的议案 6 | | | 议案二：关于公司 2024 | 年度财务决算报告的议案 7 | | | 议案三：关于公司 2024 | 年度利润分配预案的议案 8 | | | 议案四：关于公司 2024 | 年年度报告及摘要的议案 9 | | | 议案五：关于公司续聘 | 2025 年度审计机构的议案 10 | | | 议案六：关于公司 2025 | 年度董事薪酬的议案 11 | | | 议案七：关于变更公司注册资本、修订《公司章程》及相关制度的议案 | | 12 | | 议案八：关于公司未弥补亏损达到实收股本三分之一的议案 13 | | | | 议案九：关于公司 2024 | 年度监事会工 ...

Investment Rating - The report maintains a "Buy" rating for the company [6][7]. Core Views - The company faces short-term pressure on performance due to industry conditions, high R&D investments, and losses from subsidiaries. Revenue for 2024 is projected at 592 million, down 14.9% year-on-year, with a net loss of 256 million [6]. - The company is a leader in electronic medical records and medical big data solutions, with a strong market presence and ongoing development of AI technologies [6][7]. - The report anticipates a recovery in performance starting in 2027, driven by new product launches and an improving market environment, projecting a target market value of 61.8 billion with a 56% upside potential [6][7]. Financial Data and Earnings Forecast - Total revenue is expected to be 725 million in 2025, with a growth rate of 22.4%, and projected to reach 1,105 million by 2027 [5]. - The company is expected to return to profitability with a net profit of 34 million in 2025, increasing to 161 million by 2027 [5]. - Gross margin is forecasted to improve from 41.1% in 2025 to 45.1% in 2027, indicating a recovery in operational efficiency [5]. Company Overview - The company reported a total revenue of 1.01 billion in Q1 2025, reflecting a 17.4% decline year-on-year, with a net loss of 17 million [6]. - The report highlights the company's strategic focus on maintaining high R&D investment while controlling other expenses, with R&D expenses projected at 152 million in 2025 [6][11]. - The company has introduced new technologies in electronic medical records, enhancing its competitive edge in the market [6].

Summary of Key Points Core Viewpoint - The major shareholder, Hongyun Jiukang Data Technology (Beijing) Co., Ltd., plans to reduce its stake in Jiahe Meikang (688246.SH) due to liquidity needs, intending to sell up to 1,375,855 shares, which represents no more than 1% of the company's total share capital [1][2]. Group 1: Shareholder Information - Hongyun Jiukang holds 9,861,786 shares, accounting for 7.17% of the total shares of Jiahe Meikang [2][4]. - The shares to be sold were acquired before the IPO and have been tradable since December 14, 2022 [2][4]. Group 2: Reduction Plan Details - The planned reduction will occur through centralized bidding, with a timeframe from June 3, 2025, to September 2, 2025 [2]. - The reduction is motivated by the shareholder's liquidity requirements [2]. Group 3: Company Background - Jiahe Meikang was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on December 14, 2021, with an initial offering price of 39.50 yuan per share [5]. - The company raised a total of 1.362 billion yuan through its IPO, with a net amount of 1.24 billion yuan after deducting issuance costs [5]. - The funds raised were intended for various projects, including electronic medical record development and data center upgrades [5].

Core Viewpoint - The major shareholder, Hongyun Jiukang Data Technology (Beijing) Co., Ltd., plans to reduce its stake in Jiahe Meikang (Beijing) Technology Co., Ltd. due to liquidity needs, intending to sell up to 1,375,855 shares, which is no more than 1% of the total share capital, within 90 days after the announcement [1][2]. Shareholder Information - As of the announcement date, Hongyun Jiukang holds 9,861,786 shares, representing 7.17% of the total shares of Jiahe Meikang [1][2]. - The shares held by Hongyun Jiukang were acquired prior to the company's initial public offering (IPO) and have been tradable since December 14, 2022 [1]. Reduction Plan Details - The reduction plan will commence 15 trading days after the announcement and will be executed through centralized bidding [1][2]. - The plan is subject to adjustments if the company undergoes any corporate actions such as dividend distributions or stock splits during the reduction period [2]. Historical Reduction Activity - In the past 12 months, Hongyun Jiukang reduced its holdings by 1,788,421 shares at a price of 26.19 yuan per share, which accounted for 1.30% of its total holdings [2]. Compliance and Commitments - The reduction plan aligns with previous commitments made by the major shareholder regarding shareholding changes and complies with relevant regulations [4][5]. - The company confirms that the reduction will not lead to a change in control and will not significantly impact the company's governance or ongoing operations [5].

证券代码：688246 证券简称：嘉和美康 公告编号：2025-035 减持计划的主要内容 公司于 2025 年 5 月 9 日收到弘云久康出具的《关于弘云久康数据技术(北京) 有限公司减持计划的告知函》，因自身流动性需求，股东弘云久康计划自本公告 披露之日起15个交易日后的90天内根据市场情况通过集中竞价方式减持其持有 的公司股份合计不超过 1,375,855 股，即不超过公司总股本的 1%。 嘉和美康（北京）科技股份有限公司 持股 5%以上股东减持股份计划公告 本公司董事会、全体董事及相关股东保证本公告内容不存在任何虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律 责任。 重要内容提示： 大股东持有的基本情况 截至本公告披露日，嘉和美康（北京）科技股份有限公司（以下简称"嘉和 美康"或"公司"）股东弘云久康数据技术（北京）有限公司（以下简称"弘云 久康"）持有公司股份 9,861,786 股，占公司股份总数的 7.17%。上述股份为嘉 和美康首次公开发行并上市前取得的股份，且已于 2022 年 12 月 14 日起上市流 通。 减持价格按市场价格确定，若公司在上述减持计划 ...

Group 1 - The core viewpoint of the news is that 嘉和美康 (688246.SH) has reported its Q1 2025 financial results, highlighting significant institutional investor interest with 17 institutions holding a total of 55.132 million shares, representing 40.07% of the total share capital [1] - The top ten institutional investors collectively hold 38.12% of 嘉和美康's shares, with a slight decrease of 0.12 percentage points compared to the previous quarter [1] - The report indicates a dynamic shift in public fund holdings, with four public funds reducing their stakes, accounting for a decrease of 0.70%, while seven new public funds have disclosed holdings [2] Group 2 - Among social security funds, there was an increase in holdings from one fund, 易方达基金管理有限公司-社保基金17042组合, with an increase of 0.10% [2] - A total of 60 public funds were not disclosed in the current period, indicating a significant turnover in fund participation [2]

Financial Performance - The company reported a total revenue of RMB 100 million for the first half of 2024, representing a year-on-year increase of 15%[14]. - The company's operating revenue for the first half of the year was approximately CNY 300.48 million, representing a 2.92% increase compared to the same period last year[19]. - The total revenue for the reporting period was 604.5 million RMB, with a net profit of 122.36 million RMB, indicating a strong financial performance[52]. - The company achieved a revenue of 300.48 million yuan, representing a year-on-year growth of 2.92%[62]. - The company reported a significant performance decline, with a reduction in revenue by 20% year-over-year[115]. - The company reported a net loss of CNY 125,548,761.89 for the current period, compared to a net loss of CNY 84,417,293.52 in the previous period, indicating a worsening financial performance[186]. User Engagement and Market Expansion - User data indicates that the active user base has grown to 1.5 million, up 20% compared to the same period last year[14]. - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share by the end of 2025[14]. - The company is expanding its market presence in Asia, targeting a 30% increase in market share by the end of 2025[116]. - User data showed a growth of 30% in active users year-over-year, reaching 1.5 million users[118]. Research and Development - Research and development expenses increased by 30% to RMB 15 million, focusing on innovative healthcare solutions and technology advancements[14]. - The company has a strong focus on R&D, integrating traditional software technology with new-generation information technology to enhance its product offerings[33]. - The company applied for 26 new invention patents and obtained 6 invention patent authorizations during the reporting period, bringing the total number of authorized invention patents to 51[39]. - The company has developed six core technologies for specialized electronic medical records, enhancing data usability and precision in medical decision-making[56]. - The company has made significant investments in R&D for smart clinical, smart management, and medical AI technologies[63]. Technology and Product Development - The company has launched a new electronic medical record system, which is anticipated to increase operational efficiency by 25%[14]. - The company has developed a new core technology, "Large Model Assisted Electronic Medical Record Automatic Generation Technology," which utilizes deep learning to generate structured medical documents, reducing manual input time for doctors[33]. - The company has developed an intelligent, automated, and comprehensive quality control platform for medical records, which aims to enhance the quality control process in hospitals and is currently in the trial operation phase[51]. - The company has completed the development of a smart hospital system, which includes a patient-side app and a doctor-side workstation app, aimed at enhancing communication and service efficiency[52]. - The company is collaborating with its subsidiary to upgrade emergency diagnosis systems, integrating imaging and ultrasound diagnostic products[66]. Financial Management and Risks - The company has recognized a tax reduction to 15% for its subsidiaries recognized as high-tech enterprises, but future changes in tax policies could adversely affect its financial performance[80]. - The company faces risks related to the medical information industry, including potential policy changes that could impact order acquisition and revenue growth stability[81]. - The company has improved its internal control management and cash flow management to strengthen its risk resistance capabilities[62]. - The company reported a negative net cash flow from operating activities of -189.85 million yuan, primarily due to delayed payments from clients and high upfront project investments[78]. Shareholder and Equity Information - The company did not propose any profit distribution or capital reserve fund transfer plans for the half-year period[100]. - The company has committed to a cash dividend policy, ensuring reasonable returns to investors, with specific arrangements for profit distribution outlined in the company's articles of association[121]. - The total number of ordinary shareholders as of the reporting period end was 5,867[146]. - The company’s total share capital was adjusted to 137,570,846 shares after the exercise of stock options and the cancellation of repurchased shares[145]. Environmental and Social Responsibility - The company has implemented green office measures to reduce carbon emissions[108]. - The company is not classified as a key pollutant unit and does not belong to heavily polluting industries[106]. - The company has established an environmental management system and obtained ISO14001:2015 certification[107]. - There were no administrative penalties related to environmental issues during the reporting period[106].

Financial Performance - The company's operating revenue for Q3 2023 was CNY 245,755,766.88, representing a year-on-year increase of 20.82%[5] - The net profit attributable to shareholders for Q3 2023 was CNY 41,194,041.14, reflecting a significant increase of 50.95% compared to the same period last year[5] - The basic earnings per share for Q3 2023 was CNY 0.30, up 50.00% from CNY 0.13 in the same quarter last year[6] - The net profit attributable to shareholders for the year-to-date period reached CNY 18,032,060.98, marking a substantial increase of 1,121.77% compared to the same period last year[5] - The diluted earnings per share for the year-to-date period was CNY 0.30, reflecting a 1,200.00% increase from CNY 0.13 in the previous year[6] - Total operating revenue for the first three quarters of 2023 reached ¥537,712,968.92, an increase of 18.1% compared to ¥455,321,747.12 in the same period of 2022[21] - Net profit for the first three quarters of 2023 was ¥1,117,873.06, a significant improvement from a net loss of ¥18,939,625.90 in the same period of 2022[22] - The company reported a basic earnings per share of ¥0.13 for the first three quarters of 2023, compared to ¥0.01 in the same period of 2022[23] Research and Development - Research and development expenses totaled CNY 57,220,973.67 in Q3 2023, which is 23.28% of operating revenue, an increase of 1.01 percentage points year-on-year[6] - Research and development expenses for the first three quarters of 2023 were ¥127,290,711.34, a decrease of 6.5% from ¥135,334,064.77 in the same period of 2022[21] - The company has not disclosed any significant new product or technology developments during the reporting period[16] Cash Flow and Liquidity - The cash flow from operating activities for Q3 2023 was negative at CNY -30,823,444.92, with a year-to-date total of CNY -226,519,885.58[6] - Cash flow from operating activities for the first three quarters of 2023 was ¥371,112,264.71, an increase from ¥346,747,837.31 in the previous year[25] - The net cash flow from operating activities was -226,519,885.58, an improvement from -288,844,282.25 in the previous period[26] - The total cash outflow from operating activities was 633,077,028.10, compared to 690,529,882.61 previously[26] - The company received 100,000,000.00 in cash from investment recoveries[26] - The ending balance of cash and cash equivalents was 382,650,059.49, down from 555,579,181.95 in the previous period[27] Assets and Liabilities - The total assets at the end of Q3 2023 were CNY 2,461,794,791.87, a decrease of 2.61% from the end of the previous year[6] - Total current assets decreased from ¥2,260,656,635.23 at the end of 2022 to ¥2,070,333,698.01, a decline of approximately 8.4%[19] - Non-current assets increased from ¥266,996,990.34 at the end of 2022 to ¥391,461,093.86, an increase of about 46.6%[19] - Total liabilities decreased to ¥614,510,868.05 in 2023 from ¥687,479,956.03 in 2022, reflecting a reduction of approximately 10.6%[20] - Shareholders' equity increased to ¥1,847,283,923.82 in 2023, compared to ¥1,840,173,669.54 in 2022, indicating a slight growth[20] - The total assets and liabilities ratio was approximately 0.97 in 2023, down from 1.00 in 2022, suggesting improved financial stability[21] Shareholder Information - Total number of common shareholders at the end of the reporting period is 5,617[13] - The largest shareholder, Xia Jun, holds 24,750,839 shares, representing 17.88% of total shares[13] Financial Management - The company reported a financial expense of -¥2,495,914.87, an improvement from -¥8,757,501.08 in the previous year, indicating better financial management[21] - The company has invested ¥70,402,293.48 in development expenditures as of September 30, 2023, compared to ¥18,360,179.85 at the end of 2022, an increase of approximately 283.5%[19]