本所律师已经对公司提供的与本次股东大会有关的法律文件及其他文件、资料予以了 核查、验证。在进行核查验证过程中, 公司已向本所保证, 公司提供予本所之文件中的所有 签署、盖章及印章都是真实的, 所有作为正本提交给本所的文件都是真实、准确、完整和有 效的, 且文件材料为副本或复印件的, 其与原件一致和相符。 在本法律意见书中, 本所仅对本次股东大会召集和召开的程序、出席本次股东大会人员 资格和召集人资格及表决程序、表决结果是否符合法律法规和公司章程的规定发表意见, 并 不对本次股东大会所审议的议案内容以及该等议案所表述的事实或数据的真实性和准确性 发表意见。 本所及本所律师依据法律法规及本法律意见出具日以前已经发生或者存在的事实, 严 格履行了法定职责, 遵循了勤勉尽责和诚实信用原则, 进行了充分的核查验证, 保证本法律 意见所认定的事实真实、准确、完整, 所发表的结论性意见合法、准确, 不存在虚假记载、 1981010/WS/kw/cm/D19 上海市通力律师事务所 关于无锡祥生医疗科技股份有限公司 2024 年年度股东大会的法律意见书 致: 无锡祥生医疗科技股份有限公司 上海市通力律师事务所(以下简称"本所" ...

证券代码：688358 证券简称：祥生医疗 公告编号：2025-016 无锡祥生医疗科技股份有限公司 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 16 日 （二） 股东大会召开的地点：无锡市新吴区新辉环路 9 号 公司一楼会议室 3、 董事会秘书、财务负责人周峰先生出席了本次会议；见证律师列席本次会议。 二、 议案审议情况 （一） 非累积投票议案 1、 议案名称：《关于 2024 年年度报告正文及其摘要的议案》 （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 | 40 | | --- | --- | | 普通股股东人数 | 40 | | 2、出席会议的股东所持有的表决权数量 | 82,221,541 | | 普通股股东所持有表决权数量 | 82,221,541 | | 3、出席会议的股 ...

Core Insights - The report highlights the annual compensation of chairpersons from listed companies in Jiangsu for 2024, showcasing the financial performance and management talent in the region [1][3]. Compensation Rankings - WuXi AppTec's chairman, Li Ge, leads the list with a total compensation of 41.8 million yuan, followed by Taihe Group's Tian Xiaohong with 10.5193 million yuan, marking the only two chairpersons in Jiangsu to exceed 10 million yuan [3]. - A total of 11 chairpersons earn over 5 million yuan, with the pharmaceutical and hardware sectors dominating the high compensation landscape, indicating a strong demand for high-level management talent in high-tech industries [3]. - The semiconductor industry also shows significant compensation levels, with chairpersons from companies like Saiteng Co., Tongfu Microelectronics, and Zhaosheng Microelectronics earning between 3 million and 6 million yuan, reflecting ongoing investments in Jiangsu's chip industry [3]. Gender and Education Disparities - Among the top 100 compensated chairpersons, only one female, Mo Ruoli from Xiangsheng Medical, appears, highlighting the ongoing gender disparity in corporate leadership roles [3]. - There is a strong correlation between educational background and compensation, with many top earners holding doctoral degrees, such as Li Ge (WuXi AppTec) and XIAOLIN ZHANG (Dizhe Pharmaceutical-U) [3]. Age Distribution - Over 50% of the chairpersons are aged between 50 and 60, with those born in the 1970s becoming the main management force. The youngest chairpersons are from Kangli Elevator, Baoli International, and Jujie Microfiber, all aged 32 [3]. Performance and Compensation Concerns - Despite the high compensation figures, there are concerns regarding the alignment of pay with company performance, particularly for ST companies like ST Huifeng and ST Yigou, where the chairpersons' salaries do not correspond with the companies' financial struggles [4].

Group 1: Fund Overview - Chunhou Xinrui C (Fund Code: 008187) is a mixed fund under Chunhou Fund, established on February 12, 2020, with a total management scale of 2.117 billion RMB [1] - The fund has achieved a one-year return of 11.89% as of May 12, 2025, outperforming the benchmark growth rate of 9.10% and the CSI Mixed Fund Index return of 4.41% [1] - Since its inception, the fund's return has reached 116.42%, significantly exceeding the performance benchmark of 4.58% [1] Group 2: Risk Management and Fund Size - The maximum drawdown over the past three years is 30.32%, which is better than the average level of similar mixed funds [1] - As of March 31, 2025, the fund's size reached 402 million RMB, with a total of 186 million shares outstanding [1] - The institutional holder ratio of the fund is 53.67% according to the 2024 annual report [1] Group 3: Company Research and Development - Xiangsheng Medical has a profit distribution plan for 2024, proposing a cash dividend of 10 RMB per 10 shares, totaling 112 million RMB, which accounts for 79.62% of the net profit attributable to shareholders [3] - The company increased its R&D investment in 2024, with R&D expenses nearing 80 million RMB, representing 16.99% of revenue, and received 48 new patent authorizations [3] - The company has developed a "Breast Artificial Intelligence Ultrasound Robot" aimed at addressing breast cancer screening challenges, integrating ultrasound, robotics, and AI technologies [3] Group 4: Market Strategy and Global Presence - The company has established a global marketing network, exporting products to over 100 countries and regions, and has formed strategic partnerships with international medical device companies [3] - The company is exploring "technology service output" to mitigate risks from single market dependency, employing an ODM model for customized product and technology services [3] - Future strategies include enhancing the global supply chain and adjusting sales strategies to expand into emerging markets in response to potential impacts from U.S. tariffs [3]

Investment Rating - The investment rating for the company is "Outperform the Market" [6][3] Core Viewpoints - The company reported a revenue of 469 million yuan in 2024, a decrease of 3.13%, with a net profit of 141 million yuan, down 4.08%. However, Q4 2024 showed a strong performance with a revenue of 106 million yuan, an increase of 29.77%, and a net profit of 42 million yuan, up 733.85% [1][9] - The company is focusing on expanding its ultrasound matrix and the application of SonoAI technology to enhance product competitiveness [1][9] - The gross margin for 2024 was stable at 58.95%, while the R&D expense ratio increased to 16.99%, reflecting the company's commitment to building technological barriers through increased R&D investment [2][15] - The company is deeply engaged in the ultrasound AI field, driving innovation across various clinical disciplines with products like the "Breast AI Ultrasound Robot" [2][20] Financial Forecasts - The revenue forecasts for 2025, 2026, and 2027 are adjusted to 560 million yuan, 640 million yuan, and 740 million yuan respectively, with year-on-year growth rates of 19%, 15%, and 14% [3][20] - The net profit forecasts for the same period are 170 million yuan, 200 million yuan, and 220 million yuan, with growth rates of 21%, 15%, and 15% [3][20] - The current stock price corresponds to a PE ratio of 19, 17, and 15 for 2025, 2026, and 2027 respectively [3][20]

Investment Rating - The investment rating for the company is "Outperform the Market" [6][3]. Core Views - The company reported a revenue of 469 million yuan in 2024, a decrease of 3.13%, with a net profit of 141 million yuan, down 4.08%. However, the fourth quarter of 2024 showed strong performance with a revenue of 106 million yuan, an increase of 29.77%, and a net profit of 42 million yuan, up 733.85% [1][9]. - The company is focusing on expanding its ultrasound matrix and the application of SonoAI technology to enhance product competitiveness [1][9]. - The gross margin remained stable at 58.95%, while the R&D expense ratio increased to 16.99%, reflecting the company's commitment to building technological barriers through increased R&D investment [2][15]. - The company is deeply engaged in the ultrasound AI field, driving innovation across various clinical disciplines, including breast, liver, cardiovascular, carotid, thyroid, and obstetrics and gynecology [2][20]. Financial Forecasts - The revenue forecasts for 2025, 2026, and 2027 are adjusted to 560 million yuan, 640 million yuan, and 740 million yuan, respectively, with year-on-year growth rates of 19%, 15%, and 14% [3][20]. - The net profit forecasts for the same period are 170 million yuan, 200 million yuan, and 220 million yuan, with year-on-year growth rates of 21%, 15%, and 15% [3][20]. - The current stock price corresponds to a PE ratio of 19, 17, and 15 for 2025, 2026, and 2027, respectively [3][20].

Group 1: Xiangsheng Medical - The company emphasizes shareholder returns, with a 2024 dividend plan of 10 CNY per 10 shares, totaling 112 million CNY, which accounts for 79.62% of net profit [1] - In 2024, the company plans to invest nearly 80 million CNY in R&D, with 48 new patent authorizations and 5 domestic and 35 international market access licenses [1] - The breast artificial intelligence ultrasound robot is designed for breast cancer screening, integrating ultrasound, robotics, and AI technology for large-scale patient screening [1] - The company is mitigating risks from US tariffs through global market expansion and ODM models, aiming to build a global supply chain and explore emerging markets [1] Group 2: Boteng Co., Ltd. - Despite external uncertainties, the company remains a key supply chain partner for clients, with limited impact from current tariff policies as products fall within the exemption range [2] - The company's gross margin fluctuations are mainly influenced by domestic market conditions and new business losses, while overseas markets and core business margins remain stable [2] - The company has increased production and R&D capabilities through acquisitions and self-construction, with a growing order backlog expected to convert into revenue in 2024 and 2025 [2] - New molecular business is growing rapidly, but the timeline for reaching breakeven is uncertain, with 2025 capital expenditures focused on overseas expansion and upgrading existing capacities [2] Group 3: ST Huatuo - The company focuses on evergreen game categories like SLG and match-3 games, emphasizing innovation and scalability [3] - The company believes that the trend for SLG games is favorable due to ease of operation and strong user retention, although successful teams are limited [3] - The company plans to leverage cost reduction and efficiency improvements to return to traditional advantages and explore overseas markets [3] - The company is optimistic about AI game development, hosting innovation competitions while maintaining a cautious short-term outlook [3]

无锡祥生医疗科技股份有限公司 2024 年年度股东大会会议资料 证券代码：688358 证券简称：祥生医疗 无锡祥生医疗科技股份有限公司 2024 年年度股东大会会议须知 无锡祥生医疗科技股份有限公司 2024 年年度股东大会 会议资料 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保 证大会的顺利进行，根据《中华人民共和国公司法》《中华人民共和国证券法》 二〇二五年五月 1 无锡祥生医疗科技股份有限公司 2024 年年度股东大会会议资料 四、股东及股东代理人参加股东大会依法享有发言权、质询权、表决权等 权利。股东及股东代理人参加股东大会应认真履行其法定义务，不得侵犯公司 和其他股东及股东代理人的合法权益，不得扰乱股东大会的正常秩序。 五、股东及股东代理人要求在股东大会现场会议上发言的，应于股东大会 召开前一天向大会会务组进行登记。大会主持人根据会务组提供的名单和顺序 安排发言。 现场要求提问的股东及股东代理人，应当按照会议的议程举手示意，经会 议主持人许可后方可提问。有多名股东及股东代理人同时要求提问时，先举手 者先提问；不能确定先后时，由主持人指定提问者。 会议进行中只接受股东及股东代理人 ...

Group 1 - The core stock price of Xiangsheng Medical (688358) closed at 28.78 yuan on April 30, 2025, with an increase of 2.53% and a trading volume of 1.09 million shares, resulting in a transaction amount of 31.428 million yuan [1] - The company has made significant advancements in AI-assisted diagnostic software across various medical fields, including breast diseases, carotid arteries, thyroid, obstetrics, liver, and heart [2] - On April 30, 2025, the net capital flow for Xiangsheng Medical showed a net outflow of 76.25 thousand yuan from main funds, a net outflow of 49.76 thousand yuan from speculative funds, while retail investors had a net inflow of 126.01 thousand yuan [2] Group 2 - The company is committed to continuous technological and product innovation, aiming to accelerate the integration of AI technology in ultrasound medical imaging and diagnosis [2] - The capital flow analysis indicates that main funds accounted for 2.43% of the total transaction amount, speculative funds accounted for 1.58%, and retail investors represented 4.01% [2]

Group 1: Company Insights - BGI Genomics faces challenges such as declining demand, operational complexity, and high prices in the genetic testing industry, but is enhancing efficiency through automation and AI, while expanding into reproductive health and cancer prevention [1] - Nanshan Zhishang reported a 12.84% year-on-year increase in net profit for Q1, driven by new materials business, particularly ultra-high molecular weight polyethylene fibers [2] - Jizhi Co. saw a 54.89% increase in revenue year-on-year in Q1, benefiting from stable growth in balancing machine sales and automation line revenue [3] - Huangma Technology's export sales grew over 30% in Q1 2025, with improved gross margins due to increased production and lower raw material costs [4] - Proya Cosmetics aims to become the first beauty company in China to exceed 10 billion in revenue by 2024, focusing on expanding its product matrix and enhancing online and offline channels [5] - Daotong Technology is advancing its "embrace AI" strategy, significantly enhancing its digital repair and energy products, with a 60% growth in its TPMS series [6] - Lianchuang Optoelectronics experienced significant revenue growth in Q1 2025, with a focus on optimizing asset quality in the backlight source industry [7] - Hengshuai Co. reported a 16.04% decline in revenue for Q1 2025, facing challenges in traditional cleaning and motor businesses, but is expanding its ADAS cleaning system business [8] - Weifeng Electronics achieved a 9.77% revenue growth in 2024, despite a decline in net profit due to reduced non-operating income and increased expenses [9] - Perfect World continues to enhance its gaming portfolio with successful updates and expansions, including the launch of new titles and esports initiatives [11] - Xiangsheng Medical invested 80 million in R&D in 2024, focusing on AI technology in ultrasound products and maintaining a strong dividend policy [12] - Jiuhua Tourism reported a 30.13% revenue increase in Q1 2025, driven by a rise in tourist visits and ongoing infrastructure projects [13] - Jingzhida's semiconductor business line saw a revenue share increase to over 70% in Q1 2025, with ongoing efforts to localize core components [14] - Teruid's management outlined plans for international expansion and the development of a virtual power plant platform to enhance service offerings [15] Group 2: Industry Trends - The genetic testing industry is experiencing increased competition and cost pressures, prompting companies to innovate and optimize operations [1] - The new materials sector is becoming a key growth driver, particularly in high-performance fibers used in various applications [2] - Automation and AI are reshaping traditional manufacturing and service sectors, enhancing efficiency and product offerings [3][6] - The beauty and cosmetics industry is focusing on market expansion and product diversification to capture a larger share of the global market [5] - The gaming industry is evolving with continuous updates and new releases, indicating a strong demand for innovative gaming experiences [11] - The tourism sector is recovering with increased visitor numbers, highlighting the importance of infrastructure development and service enhancement [13]