Meeting Overview - The shareholders' meeting of Yirui Technology Group Co., Ltd. was held on May 20, 2025, in Shanghai [1] - A total of 113 ordinary shareholders attended, holding 76,768,398 voting rights, which represents 53.7259% of the company's total voting rights [1] Voting Results - All non-cumulative voting proposals were approved with a high level of agreement from ordinary shareholders, with votes as follows: - Proposal 1: 76,720,411 votes in favor (99.9375%), 34,418 against (0.0448%), 13,569 abstentions (0.0177%) [2] - Proposal 2: 76,712,323 votes in favor (99.9270%), 33,318 against (0.0434%), 22,757 abstentions (0.0296%) [2] - Proposal 3: 76,707,293 votes in favor (99.9204%), 44,556 against (0.0580%), 16,549 abstentions (0.0216%) [2] - Proposal 4: 76,705,691 votes in favor (99.9183%), 49,138 against (0.0640%), 13,569 abstentions (0.0177%) [2] Legal Compliance - The meeting's convening and voting procedures complied with relevant Chinese laws and the company's articles of association, ensuring the legality and validity of the meeting and its results [4]

2025 年 5 月 20 日 FANGDA PARTNERS http://www.fangdalaw.com 中国深圳市福田区中心四路 1 号 电子邮件 E-mail: email@fangdalaw.com 嘉里建设广场 T1 座 9 楼 电 话 Tel.: 86-755-8159-3999 邮政编码：518048 传 真 Fax: 86-755-8159-3900 9/F, Tower One, Kerry Plaza 1 Zhong Xin Si Road Futian District Shenzhen 518048, China 上海市方达（深圳）律师事务所 关于奕瑞电子科技集团股份有限公司 2024 年年度股东大会的 法律意见书 致：奕瑞电子科技集团股份有限公司 上海市方达（深圳）律师事务所（以下简称"本所"）是具有中华人民共和 国境内法律执业资格的律师事务所。根据相关法律顾问协议，本所指派律师出席 奕瑞电子科技集团股份有限公司（以下简称"公司"）2024 年年度股东大会（以 下简称"本次股东大会"），并就本次股东大会的召集和召开程序、参与表决和 召集会议人员的资格、表决程序和表决结果等有关事 ...

| 证券代码：688301 | 证券简称：奕瑞科技 | 公告编号：2025-032 | | --- | --- | --- | | 转债代码：118025 | 转债简称：奕瑞转债 | | 奕瑞电子科技集团股份有限公司 2024年年度股东大会决议公告 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 5 月 20 日 （二） 股东大会召开的地点：上海市浦东新区环桥路 999 号奕瑞电子科技集团 股份有限公司一楼会议室 （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 | 113 | | --- | --- | | 普通股股东人数 | 113 | | 2、出席会议的股东所持有的表决权数量 | 76,768,398 | | 普通股股东所持有表决权数量 | 76,768,398 | | 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 ...

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [5] Core Views - The company experienced a revenue of 1.83 billion yuan in 2024, a year-over-year decrease of 1.7%, and a net profit attributable to shareholders of 470 million yuan, down 23.4% year-over-year. In Q1 2025, the revenue was 480 million yuan, a decrease of 1.9% year-over-year, while the net profit attributable to shareholders was 140 million yuan, an increase of 2.7% year-over-year [1][2] Performance Summary - In 2024, the company faced pressure on performance due to a slowdown in bidding and fluctuations in demand for new energy testing. However, the company is in a strategic upgrade phase, with ongoing construction projects expected to enhance long-term growth potential. The company is transitioning from a flat detector supplier to a comprehensive imaging solution provider, indicating strong medium to long-term investment value [2][4] - The company launched new medical products, including a 64-row medical CT detector module, and high-end DSA detectors have entered mass production. The new core component business generated revenue of 126 million yuan in 2024, a year-over-year increase of 45.5%, while the comprehensive solutions and technical services business achieved revenue of 86.8 million yuan, a year-over-year increase of 226.3% [2][3] Growth Potential - The company has established overseas sales or customer service platforms in various countries, including the USA, Germany, South Korea, India, Japan, Mexico, Pakistan, Brazil, and South Africa. The company has seen positive growth from major customers, with dental products achieving small batch sales overseas and industrial core components performing well, generating nearly 100 million yuan in revenue [4] - The company is expected to see a gradual recovery in gross margin and a decrease in operating expense ratios as low-margin new products scale up. The operating cash flow for 2024 was 360 million yuan, a year-over-year increase of 5.9% [9][10] Financial Forecasts - The company forecasts revenues of 2.23 billion yuan in 2025, representing a year-over-year growth of 22.01%, and a net profit attributable to shareholders of 599 million yuan, an increase of 28.67% year-over-year. The expected EPS for 2025 is 4.18 yuan, with a current price-to-earnings ratio of 29.7 times [10][12]

Investment Rating - The investment rating for the company is "Accumulate" (maintained) [5] Core Views - The company experienced a revenue of 1.83 billion yuan in 2024, a year-over-year decrease of 1.7%, and a net profit attributable to shareholders of 470 million yuan, down 23.4% year-over-year. In Q1 2025, the revenue was 480 million yuan, a decrease of 1.9% year-over-year, while the net profit attributable to shareholders was 140 million yuan, an increase of 2.7% year-over-year [1][2] - The company is currently in a strategic upgrade phase, with ongoing construction projects and product line expansions. Although short-term pressures from fixed asset depreciation may affect profits, the long-term outlook remains positive due to the rapid growth in the sectors the company operates in [2][4] - New product launches, such as the 64-row medical CT detector module and high-end DSA detectors, have entered mass production. The company has also made significant progress in developing key technologies related to photon counting detectors [2][3] Performance Analysis - In 2024, the company's gross margin was 50.1%, a decrease of 7.7 percentage points year-over-year, and the net profit margin was 24.6%, down 7.9 percentage points year-over-year. The changes in product mix are believed to be the main reason for this decline [9] - The operating cash flow for 2024 was 360 million yuan, a year-over-year increase of 5.9%, with the net cash flow from operating activities accounting for 94.2% of net operating income, showing a significant improvement [9] Financial Forecast and Valuation - The company is expected to achieve earnings per share (EPS) of 4.18 yuan, 5.19 yuan, and 6.30 yuan for the years 2025, 2026, and 2027, respectively. The current stock price corresponds to a price-to-earnings (P/E) ratio of 29.7 times for 2025. Given the company's successful expansion of new products and pipelines, the long-term growth potential is considered substantial [10][12]

Core Insights - The CT equipment market in China is projected to reach approximately 25.5 billion yuan in 2024, driven by increasing clinical demand due to an aging population and rising chronic disease prevalence [1][20] - The market is expected to maintain rapid growth as investments in healthcare increase and the implementation of hierarchical medical care continues [1][20] Industry Overview - CT, or computed tomography, is a medical imaging technology that utilizes X-rays to create detailed images of the body's internal structures, widely used for diagnosing various diseases [3][7] - The CT equipment industry is characterized by high technical barriers, requiring long-term technological accumulation for both core component development and complete device manufacturing [16] Market Dynamics - The demand for CT equipment is increasing due to the aging population and the growing need for medical examinations, with the number of CT devices in China expected to reach approximately 55,133 units by 2024 [21] - The domestic CT equipment market's localization rate is projected to be around 53% in 2024, with over 66% of sales coming from high-quality domestic brands [23] Competitive Landscape - The CT equipment industry in China exhibits a tiered competitive structure, with leading companies like GE Healthcare, United Imaging, and Siemens dominating the high-end market, while domestic firms are rapidly catching up through technological innovation [26][28] - Companies such as United Imaging and Wandong Medical are focusing on high-performance imaging equipment and innovative solutions to enhance their market presence [28][30] Policy Environment - The Chinese government has implemented strict regulatory frameworks for medical devices, promoting high-quality development and technological innovation in the CT equipment sector [9][11] - Recent policies aim to enhance the regulatory system for medical devices, ensuring safety and effectiveness while fostering innovation and competitiveness in the industry [9][11] Future Trends - The industry is witnessing a shift towards technological innovation and domestic substitution, with local manufacturers making significant strides in core component production and image quality [32] - The demand for CT equipment in grassroots medical institutions is expected to grow, driven by the hierarchical medical care policy and the increasing number of private hospitals [33] - The integration of AI and digital technologies in CT equipment is anticipated to enhance diagnostic capabilities and operational efficiency, aligning with the industry's move towards sustainability and environmental compliance [34]

Core Viewpoint - The company is preparing for its 2024 Annual General Meeting (AGM) to discuss various proposals, including extending the validity period for issuing A-shares to specific targets and approving financial reports and profit distribution plans [2][21][12]. Group 1: Meeting Procedures - The AGM will ensure the identification of attendees and maintain order to protect shareholders' rights [2][3]. - Shareholders have the right to speak, inquire, and vote during the meeting, with specific rules for raising questions and making statements [3][4]. - Voting will be conducted through a combination of on-site and online methods, with results published after the meeting [4][6]. Group 2: Proposals for Discussion - Proposal One: Approval of the 2024 Board of Directors' Work Report, which has been reviewed and approved by the Board [8]. - Proposal Two: Approval of the 2024 Supervisory Board's Work Report, emphasizing the protection of shareholders' rights [11]. - Proposal Three: Approval of the 2024 Financial Settlement Report, which has received a standard unqualified audit opinion [12]. - Proposal Four: Approval of the 2024 Annual Report and Summary [12]. - Proposal Five: Report on the use of previously raised funds [13]. - Proposal Six: Profit distribution plan, proposing a cash dividend of 10.00 RMB per 10 shares, totaling approximately 142.89 million RMB [14]. - Proposal Seven: Renewal of the accounting firm for 2025, recommending Lixin CPA [17]. Group 3: Issuance of A-Shares - Proposal Ten: Extension of the validity period for the decision to issue A-shares to specific targets for an additional 12 months, now expiring on May 23, 2026 [21][23]. - Proposal Eleven: Authorization for the Board to manage the issuance process, including adjustments based on regulatory feedback [24][25]. Group 4: Capital Changes - Proposal Twelve: Changes to the company's registered capital and business scope, including the addition of "non-residential real estate leasing" to its business activities [26].

2025 年 5 月 1 / 41 公司代码：688301 公司简称：奕瑞科技 奕瑞电子科技集团股份有限公司 2024 年年度股东大会会议资料 | 2024 | 年年度股东大会会议议程 | 5 | | --- | --- | --- | | 2024 | 年年度股东大会会议议案 | 7 | | 议案一：关于公司《2024 | 年度董事会工作报告》的议案 | 7 | | 议案二：关于公司《2024 | 年度监事会工作报告》的议案 | 8 | | 议案三：关于公司《2024 | 年度财务决算报告》的议案 | 9 | | 议案四：关于公司《2024 | 年年度报告》及摘要的议案 | 10 | | 议案五：关于前次募集资金使用情况报告的议案 | | 11 | | 议案六：关于公司 2024 | 年年度利润分配及资本公积转增股本方案的议案 | 12 | | 议案七：关于续聘 2025 | 年度会计师事务所的议案 | 14 | | 议案八：关于公司 2025 | 年度董事薪酬的议案 20 | | | 议案九：关于公司 2025 | 年度监事薪酬的议案 22 | | | | | 23 | | 效期的议案 | | 25 | ...

Summary of Conference Call Records Company and Industry Involved - **Company**: Tianyu Digital Technology (天娱数科, 002354) - **Industry**: AI Marketing SaaS and Medical Device Components Key Points and Arguments Tianyu Digital Technology (天娱数科) 1. **AI Marketing Model**: The company is leveraging its self-developed AI advertising model to reduce costs through AIGC (AI-Generated Content) and enhance advertising quality and efficiency. The model is expected to drive growth in the AI marketing SaaS sector [1][4][7] 2. **Financial Performance**: In 2024, the company is projected to significantly reduce its losses, with a net profit of -118 million yuan compared to -1.087 billion yuan in 2023. In Q1 2025, revenue is expected to reach 485 million yuan, a year-on-year increase of 31.15% [1][4][5] 3. **Revenue Forecast**: Revenue projections for 2025-2027 are 1.894 billion yuan, 2.196 billion yuan, and 2.415 billion yuan respectively, with net profits expected to be 45 million yuan, 52 million yuan, and 62 million yuan [1][5][6] 4. **User Growth**: The AI marketing platform has produced over 30,500 scripts, with 22.07% being AI-generated. The platform has also created 2.004 million short videos, with 9.4% being AI-generated, and has registered 8.02 million users [7] 5. **Risk Factors**: Potential risks include intensified market competition and slower-than-expected AI technology development [1] Yirui Technology (奕瑞科技, 688301) 1. **CT Tube Market**: The company is focusing on the domestic CT tube market, which is currently over 200 billion yuan and heavily reliant on imports, with a domestic replacement rate of less than 10% [2][11][16] 2. **Production Timeline**: The company plans to mass-produce its 8.0MHU ball-bearing CT tube by November 2025, following the establishment of a dedicated team in 2022 [2][19] 3. **Profit Forecast**: Expected net profits for 2025-2027 are 702 million yuan, 920 million yuan, and 1.202 billion yuan, with growth rates of 51.0%, 31.0%, and 30.7% respectively [2][13][14] 4. **Market Opportunities**: The recent anti-dumping investigation by the Ministry of Commerce on imported CT tubes may provide significant opportunities for domestic manufacturers [17] Other Important but Possibly Overlooked Content 1. **Technological Advancements**: Yirui Technology has made breakthroughs in core technologies for CT tubes, including laser material etching and liquid metal bearing technology, which are crucial for enhancing product performance [18][22] 2. **Market Dynamics**: The CT tube market is characterized by high competition, with major players being American companies. The company aims to capture a significant market share through its technological advancements and local production [11][16] 3. **Investment in Capacity**: Yirui Technology plans to raise approximately 1.174 billion yuan to increase production capacity, which will facilitate the domestic replacement of key components in medical devices [13][19]

中国国际金融股份有限公司 关于奕瑞电子科技集团股份有限公司 2 | 序号 | 工作内容 | 持续督导情况 | | --- | --- | --- | | 14 | 发现以下情形之一的，督促上市公司做出说明并限期改 2024 | 年度，奕瑞科技未发生 前述情况 | | | 正，同时向上海证券交易所报告：（一）涉嫌违反《上市 | | | | 规则》等相关业务规则；（二）证券服务机构及其签名人 | | | | 员出具的专业意见可能存在虚假记载、误导性陈述或重大 | | | | 遗漏等违法违规情形或其他不当情形；（三）公司出现《保 | | | | 荐办法》第七十条规定的情形；（四）公司不配合持续督导 | | | | 工作；（五）上海证券交易所或保荐人认为需要报告的其 | | | | 他情形 | | | | | 保荐机构已制定对上市公 | | 15 | 制定对上市公司的现场检查工作计划，明确现场检查工作 | 司的现场检查工作计划，明 | | | 要求，确保现场检查工作质量 | 确现场检查工作要求 | | 16 | 上市公司出现下列情形之一的，保荐机构、保荐代表人 | 年度，奕瑞科技未发生 | | | 应当自知道或者应当 ...