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 | ...

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].

Group 1 - Baichuan Energy plans to reduce its shareholding by up to 26.82 million shares, accounting for 2% of the total share capital, due to personal investment and funding needs [1] - Jinhong Gas intends to distribute a cash dividend of 1.00 yuan per 10 shares, with the record date on May 15, 2025 [2] - Jiahe Meikang's shareholder plans to reduce its stake by up to 1% of the total share capital due to liquidity needs [2][3] Group 2 - Jiadu Technology will cancel 10.20 million repurchased shares, reducing its total share capital from 2.143 billion shares to 2.133 billion shares [4] - ILE Home's shareholder plans to reduce its stake by up to 154,250 shares, accounting for 0.4778% of the total share capital, due to funding needs [5] - Lai Yifen has fully removed related batches of its honey date dumpling products from shelves due to consumer health concerns [6][7] Group 3 - CATL's vice chairman Li Ping and spouse plan to donate 4.05 million shares to Fudan University for establishing a research fund, reducing Li Ping's shareholding from 4.58% to 4.48% [8] - Shuanghuan Transmission's shareholders completed their reduction plan, selling a total of 6.69 million shares, accounting for 0.789% of the total share capital [9] - Chengfei Integration reported no significant changes in its business operations or external environment despite stock price fluctuations [10] Group 4 - Guizhou Tire's controlling shareholder plans to increase its stake by no less than 50 million yuan and no more than 100 million yuan within six months [11] - *ST Youshu's application to revoke the delisting risk warning has been approved, and its stock will resume trading under a new name [13] - Jingwei Huikai's shareholders plan to reduce their stake by up to 3% of the total share capital due to funding needs [14] Group 5 - Hualan Biological's major shareholder plans to reduce its stake by up to 3% of the total share capital due to funding needs [15] - Huyou Pharmaceutical's shareholder plans to reduce its stake by up to 2.997% of the total share capital due to funding needs [16] - Dongpeng Holdings' shareholders plan to reduce their stake by up to 1.5% of the total share capital due to funding needs [17] Group 6 - Keleke's controlling shareholder plans to reduce its stake by up to 3% of the total share capital due to funding needs [18] - Dongfang Ocean's major shareholder plans to reduce its stake by 1% of the total share capital due to investor redemption requests [19] - Yisheng Shares reported a sales revenue of 141 million yuan from white feather chicken seedlings in April, with a year-on-year decrease of 7.28% [20] Group 7 - Qujiang Cultural Tourism's controlling shareholder's 12 million shares are set to be auctioned due to contractual disputes, representing 4.70% of the total share capital [21] - Duople's shareholder plans to reduce its stake by up to 123,800 shares, accounting for 2% of the total share capital, due to personal funding needs [22][23]

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's operating revenue for Q1 2024 was ¥122,559,648.25, representing a year-on-year increase of 14%[5] - The net profit attributable to shareholders was a loss of ¥11,850,583.19, with a net profit excluding non-recurring items at a loss of ¥13,035,632.66[5] - The company reported a net loss of RMB 109,927,096.29, worsening from a loss of RMB 98,076,513.10 in the previous period[15] - Net loss for Q1 2024 was CNY 16,002,665.06, an improvement from a net loss of CNY 31,354,681.56 in Q1 2023, representing a 48.9% reduction in losses[18] - The company reported a basic loss per share of CNY 0.09 for Q1 2024, improved from a loss of CNY 0.16 per share in Q1 2023[18] Cash Flow and Liquidity - The net cash flow from operating activities was negative at ¥96,963,002.49[6] - Operating cash flow for Q1 2024 was negative CNY 96,963,002.49, an improvement from negative CNY 147,248,515.51 in Q1 2023[20] - Cash and cash equivalents decreased to RMB 534,817,691.78 from RMB 612,478,452.28, representing a decline of approximately 12.7%[13] - Cash and cash equivalents at the end of Q1 2024 were CNY 479,499,251.21, compared to CNY 461,002,187.62 at the end of Q1 2023, showing a year-over-year increase of 4.0%[21] Assets and Liabilities - Total assets at the end of the reporting period were ¥2,690,827,310.92, an increase of 1.71% compared to the end of the previous year[6] - Current assets totaled RMB 2,165,674,578.41, down from RMB 2,210,465,358.33, indicating a decrease of about 2.0%[14] - Total liabilities rose to RMB 885,384,079.64 from RMB 817,330,281.60, marking an increase of approximately 8.3%[15] - Short-term borrowings increased significantly to RMB 259,720,809.73 from RMB 179,667,517.16, reflecting a rise of about 44.5%[15] - Total equity attributable to shareholders decreased to RMB 1,802,872,724.53 from RMB 1,821,580,993.57, a decline of about 1.0%[15] Research and Development - Research and development expenses totaled ¥59,773,809.35, accounting for 48.77% of operating revenue, a decrease of 1.23 percentage points year-on-year[6] - Research and development expenses decreased to CNY 32,077,752.04 from CNY 44,689,485.21, a decline of 28.4% year-over-year[16] Shareholder Information - The company had a total of 5,613 common shareholders at the end of the reporting period[11] - The largest shareholder, Xia Jun, holds 24,750,839 shares, representing 17.86% of the total shares[11] - The company has not reported any significant changes in shareholder participation in margin financing or securities lending activities during the reporting period[13] Government Support and Subsidies - The company received government subsidies amounting to ¥1,803,182.66, which are closely related to its normal business operations[7] - The company received CNY 9,060,482.97 in tax refunds during Q1 2024, significantly higher than CNY 2,468,938.31 in Q1 2023[20] Cost Management - The company reported a decrease in management expenses by 9.32% year-on-year, contributing to cost reduction and efficiency improvement[9] - Total operating costs decreased to CNY 143,969,298.04 from CNY 147,310,606.74, a reduction of 2.3% year-over-year[16] Investment Activities - The company incurred a total investment cash outflow of CNY 55,200,985.54 in Q1 2024, compared to CNY 5,694,232.70 in Q1 2023, reflecting increased investment activities[21] - Total cash inflow from financing activities was CNY 106,381,513.11 in Q1 2024, compared to CNY 18,000,000.00 in Q1 2023, indicating a substantial increase in financing[21]

Financial Performance - The company reported a total revenue of RMB 100 million for the first half of 2023, representing a year-on-year increase of 15%[12]. - The net profit attributable to shareholders was RMB 20 million, up 10% compared to the same period last year[12]. - The company's operating revenue for the first half of the year reached ¥291,957,202.04, representing a 15.89% increase compared to ¥251,918,066.48 in the same period last year[18]. - The net profit attributable to shareholders was -¥23,161,980.16, an improvement from -¥25,814,136.97 year-on-year[18]. - The company achieved a revenue of 291.96 million yuan in the reporting period, representing a year-on-year growth of 15.89%[71]. - The net profit attributable to shareholders was a loss of 23.16 million yuan, with the loss narrowing compared to the same period last year[71]. - The company reported a total revenue of 86,590,000 with a net profit of 11,008,957, indicating a strong financial performance[60]. - The company reported a net loss of ¥150,652,783.18, worsening from a loss of ¥127,490,803.02 in the previous period[156]. User Engagement and Market Expansion - User data showed an increase in active users by 25%, reaching a total of 500,000 users by the end of June 2023[12]. - The company plans to expand its market presence in Southeast Asia, targeting a 30% growth in that region by the end of 2024[12]. - The company reported a user data increase of 20% in the last quarter, reflecting strong engagement with its digital health solutions[54]. - User data showed a growth of 25% in active users, totaling 2 million by the end of Q2 2023[118]. - Market expansion efforts have led to a 40% increase in market share in the Asia-Pacific region[117]. - The company plans to expand its market presence internationally, leveraging advanced technologies in its product offerings[54]. Research and Development - Research and development expenses increased by 20%, totaling RMB 5 million, focusing on enhancing existing technologies[12]. - The total R&D investment for the reporting period was CNY 122,111,851.30, representing an 18.31% increase year-on-year[48]. - The company applied for 26 new invention patents and obtained 4 invention patent authorizations during the reporting period, along with 52 software copyright registrations[45]. - The company is investing $50 million in R&D for new technologies aimed at enhancing user experience and operational efficiency[118]. - The company is focused on accelerating product layout and project progress, leading to increased R&D investment[49]. - The company is investing heavily in R&D, with a budget increase of 30% to enhance product innovation and technology development[120]. Product Development and Innovation - New product launches are expected to contribute an additional RMB 15 million in revenue for the second half of 2023[12]. - The core products of the smart medical product system include Clinical Decision Support System (CDSS), AI medical record quality control system, and intelligent triage system[26]. - The company is developing an intelligent single disease reporting system with a budget of $8 million, aiming to improve data accuracy and reduce manual reporting workload[54]. - The electronic medical record platform software sales revenue was 101.62 million yuan, showing a robust year-on-year growth of 27.55%[74]. - The newly launched hospital digital operation management platform aims to enhance operational efficiency and resource management in public hospitals[76]. Financial Guidance and Projections - The company has set a performance guidance of RMB 220 million in revenue for the full year 2023, indicating a growth target of 18%[12]. - The company expects a revenue guidance of $1.2 billion for the full year 2023, representing a 20% increase compared to 2022[117]. - The company provided a positive outlook for the second half of 2023, projecting a revenue growth of 20%[120]. Corporate Governance and Compliance - The board of directors confirmed that all financial reports are accurate and complete, with no significant omissions[12]. - No non-operational fund occupation by controlling shareholders was reported, ensuring financial integrity[12]. - The company has not reported any major litigation or arbitration matters during the reporting period[123]. - The company has not disclosed any plans for profit distribution or capital reserve transfer for the half-year period[105]. Market Position and Competitive Landscape - The company has maintained the number one position in the electronic medical record (EMR) market in China for nine consecutive years from 2014 to 2022, according to IDC data[37]. - The company's market share in the electronic medical record segment was 17.7% in 2022, ranking first ahead of competitors such as Weining Health (14.1%) and Haitai Medical (13.1%)[81]. - The company is experiencing intense competition in the medical informationization market, with many new entrants increasing market pressure[81]. Financial Health and Risks - The company's total assets decreased by 3.97% to ¥2,427,390,682.83 from ¥2,527,653,625.57 at the end of the previous year[18]. - The company faces risks related to core technology leakage and the potential loss of key technical personnel, which could adversely affect operations[80]. - The company’s business is subject to seasonal fluctuations, with significant revenue recognition typically occurring in the second half of the year[83]. - The overall financial health of the company is under scrutiny due to the declining comprehensive income and retained earnings[181]. Environmental and Social Responsibility - The management emphasized a commitment to sustainability, aiming for a 50% reduction in carbon emissions by 2025[116]. - The company has established an environmental management system and obtained ISO14001:2015 certification[110]. - The company has implemented green office measures to reduce carbon emissions[111].