2022 年 8 月 11 日，南京麦澜德医疗科技股份有限公司（以下简称"麦澜德"或 "公司"）在上海证券交易所科创板上市。根据《证券发行上市保荐业务管理办法》 《上海证券交易所科创板股票上市规则》等相关规定，南京证券股份有限公司（以 下简称"南京证券"或"保荐机构"）作为麦澜德的保荐机构，对麦澜德进行持续督导， 持续督导期为 2022 年 8 月 11 日至 2025 年 12 月 31 日。 南京证券股份有限公司 关于南京麦澜德医疗科技股份有限公司 2025 半年度持续督导跟踪报告 三、重大风险事项 2025 上半年度，南京证券对麦澜德的持续督导工作情况如下： | 序号 | 工作内容 | 持续督导情况 | | --- | --- | --- | | 1 | 建立健全并有效执行持续督导工作制度，并针对 具体的持续督导工作制定相应的工作计划 | 保荐机构已建立并有效执行了持 续督导制度，并制定了相应的工 | | | | 作计划 | | | 根据中国证监会相关规定，在持续督导工作开始 前，与上市公司或相关当事人签署持续督导协 | 保荐机构已与麦澜德签订保荐协 议，该协议明确了双方在持续督 | | 2 | | | ...

Core Viewpoint - The company, 麦澜德, reported a decline in net profit for the first half of 2025 despite a revenue increase, primarily due to the disposal of a subsidiary's bad assets [2][3][7]. Financial Performance - For the first half of 2025, the company achieved a revenue of 241 million yuan, representing a year-on-year growth of 5.62% [2][3][7]. - The net profit attributable to shareholders was 63.92 million yuan, showing a year-on-year decrease of 11.96% [2][3][7]. Business Segments - The reproductive rehabilitation and anti-aging product lines were the main contributors to revenue growth, with a 42.45% increase in income from these segments, amounting to 79.84 million yuan [4][7]. - The company focuses on non-invasive brain-computer interface technology, with existing technical accumulations in upper limb and hand robotics, non-invasive neural regulation, and multi-modal physiological signal collection [4]. Strategic Initiatives - The company is developing emotional interaction products based on a national key research and development project, with plans to conduct clinical pre-experiments within the year [4]. - The overseas business primarily focuses on pelvic floor products, targeting Southeast Asia, with efforts to enhance promotion through exhibitions and academic exchanges [5]. Corporate Governance - The company plans to hold a second extraordinary general meeting in 2025 to discuss three proposals, including the reappointment of an auditing firm and the cancellation of the supervisory board [6].

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to ensure the rights of all shareholders and the orderly conduct of the meeting [1][2] - The meeting will include voting on key proposals, including the reappointment of the accounting firm and amendments to the company's articles of association [5][6] Meeting Procedures - All attendees must comply with legal obligations to maintain the rights of shareholders and the order of the meeting [1] - Only authorized personnel, including shareholders, directors, supervisors, and legal representatives, are allowed to attend the meeting [2] - Shareholders must sign in 30 minutes before the meeting and present necessary identification documents [3] - Voting will be conducted both on-site and online, with each share carrying one vote [5][6] Agenda Items - Proposal One: Reappointment of Zhongxinghua Accounting Firm as the auditor for the fiscal year 2025, which has been approved by the board's audit committee [6] - Proposal Two: Cancellation of the supervisory board and amendments to the company's articles of association to enhance corporate governance [7][8]

2025 年 9 月 南京麦澜德医疗科技股份有限公司 2025 年第二次临时股东大会会议资料 目 录 | 年第二次临时股东大会会议须知 3 2025 | | --- | | 2025 年第二次临时股东大会会议议程 5 | | 议案一：关于续聘会计师事务所的议案 7 | | 议案二：关于取消监事会、修订《公司章程》并办理工商变更登记的议案 8 | | 议案三：关于修订及新增公司部分治理制度的议案 41 | 南京麦澜德医疗科技股份有限公司 2025 年第二次临时股东大会会议资料 证券代码：688273 证券简称：麦澜德 南京麦澜德医疗科技股份有限公司 2025 年第二次临时股东大会会议资料 南京麦澜德医疗科技股份有限公司 2025 年第二次临时股东大会会议资料 南京麦澜德医疗科技股份有限公司 2025 年第二次临时股东大会会议须知 为维护全体股东的合法权益，确保南京麦澜德医疗科技股份有限公司（以下 简称"公司"）股东大会顺利进行，根据《中华人民共和国证券法》《中华人民共和 国公司法》等法律法规及《南京麦澜德医疗科技股份有限公司章程》和公司《股 东大会议事规则》的相关规定，制定以下会议须知，请出席股东大会的全体人员 ...

Group 1: Aohua Endoscopy - The company anticipates a decline in overall gross margin due to an increase in overseas revenue share and changes in product structure by the first half of 2025 [1] - Sales, R&D, and management expenses have decreased year-on-year, primarily due to the reversal of share-based payment expenses [1] - The overseas business has shown growth due to progress in multi-country access and marketing layout, enhancing global brand influence [1] - The domestic market strategy focuses on both tertiary hospitals and county-level markets, with multiple academic events and grassroots training conducted [1] - Demand for flexible endoscopes is driven by the popularization of early cancer screening, leading to sustained growth in new equipment, replacements, and endoscope body replacements [1] - The company is expanding its product lines beyond gastroenterology to include respiratory, urology, ENT, and hepatobiliary surgery [1] Group 2: Xingqi Eye Medicine - The company is developing an innovative drug, SQ-22031 eye drops, which is a Class 1 biopharmaceutical for treating neurotrophic keratitis and dry eye syndrome [2] - The Phase I clinical trial for this product has successfully obtained a clinical research report [2] Group 3: Mylande - The company achieved revenue of 241 million yuan, a year-on-year increase of 5.62%, while net profit attributable to shareholders was 63.92 million yuan, a decrease of 11.96%, mainly due to the disposal of non-performing assets [3] - Revenue from reproductive rehabilitation and anti-aging business reached 79.84 million yuan, a year-on-year increase of 42.45% [3] - The decline in gross margin is attributed to adjustments in new product promotion strategies and an increase in orders from major clients [3] - The company is focusing on non-invasive brain-machine interfaces and has accumulated technology in multi-modal physiological signal acquisition [3] - Emotional interaction products have reached the prototype stage, with plans to conduct clinical pre-experiments within the year [3] - Multi-center clinical research is aiding product entry into hospitals, and the overseas business is primarily targeting the Southeast Asian market [3] - The company aims to establish a model in Jiangsu and Zhejiang provinces for its health management center this year [3] - The company adheres to a dual-driven strategy of "one end more serious, one end more consumer" [3] Group 4: Company Overview - Shanghai Chengrui Investment Management Co., Ltd. was established in May 2010 with a registered capital of 110 million yuan [4] - The company became a private equity fund manager in April 2014 and has been recognized for its stable development and diverse client base, including banks, private banks, securities firms, insurance companies, trusts, and various institutional investors [4] - The investment research team consists of 33 highly qualified professionals with strong educational backgrounds and extensive investment experience [4] - The company has received numerous awards and recognitions, including being listed among the top private equity firms in China and winning various industry awards [4]

Core Viewpoint - The company, 麦澜德 (688273), reported a revenue increase of 5.62% year-on-year for the first half of 2025, but a decline in net profit by 11.96% due to the disposal of a subsidiary's bad assets [2][11]. Financial Performance - The company achieved a revenue of 241 million yuan in the first half of 2025, with a net profit of 63.92 million yuan [2][11]. - The gross profit margin was reported at 70.9%, with a decline attributed to adjustments in sales strategies during the new product promotion phase and an increase in orders from major clients [3][11]. - In Q2 2025, the company recorded a revenue of 123 million yuan, a decrease of 0.89% year-on-year, and a net profit of 24.06 million yuan, down 33.76% year-on-year [11]. Business Segments - The reproductive rehabilitation and anti-aging product lines generated revenue of 79.84 million yuan, reflecting a growth of 42.45% year-on-year [4]. - The company focuses on a dual strategy of serious medical and consumer medical services, leveraging clinical data to support consumer medical offerings [11]. Technological Development - The company is developing non-invasive brain-machine interface technologies, with ongoing projects in upper limb and hand movement robotics, non-invasive neural regulation, and multi-modal physiological signal collection [5]. - A key project, "Multi-modal Emotional Interactive Diagnostic Equipment Development," is expected to conclude in 2027, aiming to identify early risks of diseases like Alzheimer's through multi-modal signal recognition [6]. Market Expansion - The company is actively promoting its overseas business, primarily focusing on pelvic floor products in Southeast Asia, despite facing challenges [8]. - The 康美 center initiative aims to create a new model of health management centers in collaboration with hospitals, with plans to establish pilot centers in regions like Jiangsu and Zhejiang [9]. Clinical Research - Ongoing multi-center clinical studies are enhancing the medical evidence for the pelvic floor magnetic stimulation device in urology, facilitating faster hospital access for the product [7].

Core Insights - 麦澜德's stock price decreased by 1.51% on August 28, with a trading volume of 151 million yuan [1] - The company reported a financing buy-in of 14.69 million yuan and a financing repayment of 22.95 million yuan on the same day, resulting in a net financing outflow of 8.26 million yuan [1] - As of August 28, the total margin balance for 麦澜德 was 159 million yuan, representing 10.19% of its circulating market value, which is above the 90th percentile level over the past year [1] Financing and Margin Data - On August 28, 麦澜德 had a financing buy-in of 14.69 million yuan, with a current financing balance of 159 million yuan [1] - The margin trading data indicates that 麦澜德 had no short selling activity on that day, with a short selling balance of 0 [1] Company Overview - 南京麦澜德医疗科技股份有限公司 was established on January 16, 2013, and went public on August 11, 2022 [1] - The company's main business involves the research, development, production, sales, and service of products related to pelvic floor and postpartum rehabilitation [1] - The revenue composition of 麦澜德 includes pelvic floor rehabilitation (39.39%), consumables and accessories (28.12%), reproductive rehabilitation (25.81%), sports rehabilitation (4.25%), and other products (2.42%) [1] Financial Performance - For the first half of 2025, 麦澜德 reported a revenue of 241 million yuan, a year-on-year increase of 5.62%, while the net profit attributable to shareholders decreased by 11.96% to 63.92 million yuan [2] - Since its A-share listing, 麦澜德 has distributed a total of 268 million yuan in dividends [2] Shareholder Structure - As of June 30, 2025, 麦澜德 had 5,461 shareholders, an increase of 10.84% from the previous period [2] - The average number of circulating shares per shareholder was 6,743, a decrease of 9.78% [2] - Notable changes in institutional holdings include 华夏稳增混合 increasing its stake by 14.17% to 1.25 million shares, while several funds exited the top ten shareholders list [2]

Core Viewpoint - 麦澜德 reported an increase in revenue but a decrease in profit for the first half of 2025, indicating challenges in profitability despite revenue growth [1]. Financial Performance - Total revenue for the first half of 2025 reached 241 million yuan, a year-on-year increase of 5.62% [1]. - Net profit attributable to shareholders was 63.92 million yuan, down 11.96% year-on-year [1]. - In Q2 2025, total revenue was 123 million yuan, a decline of 0.89% compared to the same quarter last year [1]. - Q2 net profit was 24.06 million yuan, reflecting a significant drop of 33.76% year-on-year [1]. - Gross margin stood at 70.9%, down 2.87% year-on-year, while net margin decreased to 26.7%, down 19.66% [1]. - Total expenses (selling, administrative, and financial) amounted to 73.48 million yuan, accounting for 30.46% of revenue, an increase of 9.33% year-on-year [1]. Key Financial Ratios - Earnings per share (EPS) decreased to 0.65 yuan, down 10.9% year-on-year [1]. - Operating cash flow per share was 0.29 yuan, a decline of 36.68% year-on-year [1]. - The company's return on invested capital (ROIC) was 7.34%, indicating average capital returns [4]. Market Position and Investment Interest - The company is held by a notable fund manager, with recent increased holdings, indicating continued interest from institutional investors [3]. - The largest fund holding the company is 华夏稳增混合, with a total scale of 1.146 billion yuan and a recent net value decline of 1.79% [5]. Business Model and Market Dynamics - The company's business model is primarily driven by marketing efforts, necessitating further analysis of the underlying drivers [4]. - The pelvic floor rehabilitation business is mainly composed of an in-hospital market, which accounts for over 85% of the customer base, while the out-of-hospital market has seen a decline due to fertility rates [6].

Financial Performance - The company reported a total revenue of 241 million yuan for the first half of 2025, an increase of 5.62% year-on-year [1] - The net profit attributable to shareholders was 63.92 million yuan, a decrease of 11.96% compared to the previous year [1] - The gross margin was 70.9%, down 2.87% year-on-year, while the net margin decreased by 19.66% to 26.7% [1] - Total expenses (selling, administrative, and financial) amounted to 73.48 million yuan, accounting for 30.46% of revenue, an increase of 9.33% year-on-year [1] Key Financial Ratios - The company's return on invested capital (ROIC) was 7.34% last year, indicating average capital returns [3] - The historical median ROIC since the company went public is 37.57%, with the lowest ROIC recorded in 2023 at 5.65% [3] - The company has a healthy cash asset position, indicating good debt repayment capability [3] Market Position and Fund Holdings - The company is primarily driven by marketing efforts, which require further analysis to understand the underlying dynamics [3] - Notably, a prominent fund manager, Zhuan Jiangwei from CITIC Jiantou Fund, has increased holdings in the company, ranking among the top fifty fund managers in 2024 [3] - The largest fund holding the company is Huaxia Stable Growth Mixed Fund, with a scale of 1.146 billion yuan and a recent net value of 3.246, reflecting a 92.71% increase over the past year [4] Business Insights - The company's pelvic floor rehabilitation business is primarily composed of an in-hospital market, which accounts for over 85% of its customer base [5] - The out-of-hospital market has seen a decline in business share due to fertility rates, but the overall business volume has stabilized in recent years [5]

Group 1 - Aofei Data achieved a net profit of 87.89 million yuan in the first half of 2025, a year-on-year increase of 16.09% [1] - Aofei Data's revenue for the same period was 1.148 billion yuan, up 8.20% year-on-year [1] - The company specializes in IDC services, internet business, system integration, and distributed photovoltaic energy-saving services [1] Group 2 - Meilan De reported a net profit of 63.92 million yuan, a year-on-year decrease of 11.96% [1] - The company's revenue was 241 million yuan, reflecting a growth of 5.62% year-on-year [1] - Meilan De focuses on the research, production, sales, and service of medical devices related to pelvic and obstetric rehabilitation [1] Group 3 - Jiuan Medical posted a net profit of 920 million yuan, a significant year-on-year increase of 52.91% [1] - The company's revenue decreased by 43.35% to 765 million yuan [1] - Jiuan Medical specializes in the research, production, and sales of home medical devices [2] Group 4 - Hanbang Technology's net profit fell by 26.24% to 27.80 million yuan [2] - The company achieved a revenue of 349 million yuan, a growth of 5.99% year-on-year [2] - Hanbang Technology provides professional separation and purification equipment, consumables, and technical solutions for the pharmaceutical and life sciences sectors [2] Group 5 - Jinjing Environment reported a net profit of 78.69 million yuan, a year-on-year increase of 13.73% [2] - The company's revenue was 782 million yuan, reflecting a growth of 1.70% [2] - Jinjing Environment focuses on investment operation management services and equipment manufacturing in the environmental sanitation sector [2] Group 6 - Tianbao Infrastructure achieved a net profit of 118 million yuan, a remarkable year-on-year increase of 2106.58% [3] - The company's revenue decreased by 8.31% to 486 million yuan [3] - Tianbao Infrastructure is involved in real estate development, property leasing, and management [4] Group 7 - Weihuaxin Materials reported a net profit of 83.15 million yuan, a year-on-year decrease of 52.91% [5] - The company's revenue was 437 million yuan, down 30.71% year-on-year [5] - Weihuaxin Materials specializes in the research and production of chlorotoluene and trifluoromethylbenzene products [5] Group 8 - Tianchen Medical posted a net profit of 48.21 million yuan, a year-on-year increase of 67.10% [6] - The company's revenue was 156 million yuan, reflecting a growth of 17.66% [6] - Tianchen Medical focuses on the research, innovation, and production of high-end surgical staplers [6] Group 9 - Greenland Holdings reported a net loss of 3.506 billion yuan in the first half of 2025 [8] - The company's revenue was 9.45 billion yuan, down 18.06% year-on-year [8] - Greenland Holdings is involved in various financial services including securities, futures, and trust [8] Group 10 - Wukuang Capital's net profit decreased by 41.47% to 525 million yuan [9] - The company achieved a total revenue of 623 million yuan, a significant increase of 144.86% [9] - Wukuang Capital operates in the financial sector, providing services such as securities and leasing [9] Group 11 - Yutong Technology reported a net profit of 554 million yuan, a year-on-year increase of 11.42% [10] - The company's revenue was 7.876 billion yuan, reflecting a growth of 7.10% [10] - Yutong Technology specializes in the research, design, production, and sales of paper packaging products [10] Group 12 - Wewei Co. posted a net profit of 120 million yuan, a year-on-year decrease of 20.14% [11] - The company's revenue was 1.521 billion yuan, down 12.76% year-on-year [11] - Wewei Co. focuses on the production and sales of various food and beverage products [11] Group 13 - Tongfang Co. reported a net loss of 256 million yuan in the first half of 2025 [12] - The company's revenue was 5.667 billion yuan, down 10.09% year-on-year [12] - Tongfang Co. is engaged in the development of smart technology and nuclear technology applications [12] Group 14 - Liugang Co. achieved a net profit of 368 million yuan, a year-on-year increase of 579.54% [13] - The company's revenue was 34.675 billion yuan, down 8.32% [13] - Liugang Co. specializes in coke, sintering, iron, steel smelting, and steel processing [13] Group 15 - China National Petroleum Corporation reported a net profit of 83.993 billion yuan, with a proposed dividend of 0.22 yuan per share [14] - The company's revenue was 1.45 trillion yuan, down 6.7% year-on-year [14] - The company is involved in oil and gas exploration, production, refining, and sales [14] Group 16 - Fangda Carbon's net profit decreased by 68.31% to 54.53 million yuan [15] - The company's revenue was 1.690 billion yuan, down 28.13% year-on-year [15] - Fangda Carbon specializes in the research, production, and sales of graphite and carbon materials [15] Group 17 - Xinmai Medical reported a net profit of 31.5 million yuan, a year-on-year decrease of 22.03% [18] - The company's revenue was 714 million yuan, down 9.24% year-on-year [18] - Xinmai Medical focuses on the research, production, and sales of vascular intervention medical devices [18] Group 18 - Hengbao Co. posted a net profit of 35.35 million yuan, a year-on-year decrease of 44.41% [19] - The company's revenue was 430 million yuan, down 8.64% year-on-year [19] - Hengbao Co. specializes in high-end intelligent products and digital security solutions [19] Group 19 - Zhongji Xuchuang reported a net profit of 3.995 billion yuan, a year-on-year increase of 69.40% [20] - The company's revenue was 14.789 billion yuan, reflecting a growth of 36.95% [20] - Zhongji Xuchuang specializes in high-end optical communication modules and devices [20] Group 20 - Guangxian Media achieved a net profit of 2.229 billion yuan, a year-on-year increase of 371.55% [21] - The company's revenue was 3.242 billion yuan, up 143.00% year-on-year [21] - Guangxian Media focuses on investment, production, and distribution of film projects [21] Group 21 - Huarun Pharmaceutical reported a net profit of 37.33 million yuan, a year-on-year decrease of 49.01% [23] - The company's revenue was 624 million yuan, down 19.13% year-on-year [23] - Huarun Pharmaceutical specializes in pharmaceuticals, medical devices, and health products [23] Group 22 - Huawai Technology posted a net profit of 12.7 million yuan, a year-on-year increase of 56.18% [24] - The company's revenue was 937 million yuan, reflecting a growth of 32.62% [24] - Huawai Technology focuses on the research, production, and sales of high-end elastic components [24]