上海市通力律师事务所 关于科美诊断技术股份有限公司 2025 年第一次临时股东会的法律意见书 致:科美诊断技术股份有限公司 上海市通力律师事务所(以下简称"本所")接受科美诊断技术股份有限公司(以下简称 "公司")的委托,指派本所黄雅程律师、许宸律师(以下简称"本所律师")根据《中华人民 共和国公司法》《中华人民共和国证券法》《上市公司股东会规则》等法律法规和规范性文 件(以下统称"法律法规")及《科美诊断技术股份有限公司章程》(以下简称"公司章程") 的规定就公司 2025 年第一次临时股东会(以下简称"本次股东会")相关事宜出具法律意 见。 本所律师已经对公司提供的与本次股东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,本所仅对本次股东会召集和召开的程序、出席本次股东会人员资格 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 本次股东会所审议的 ...

Core Viewpoint - The recent financial report of Kemei Diagnostics (688468) indicates a significant decline in both revenue and net profit for the first half of 2025, raising concerns about the company's financial health and operational efficiency [1]. Financial Performance - Total revenue for the first half of 2025 was 165 million yuan, a decrease of 27.03% year-on-year [1]. - The net profit attributable to shareholders was 24.34 million yuan, down 68.24% compared to the previous year [1]. - In Q2 2025, total revenue was 83.32 million yuan, also reflecting a 27.04% decline year-on-year [1]. - The net profit for Q2 2025 was 9.80 million yuan, showing a substantial decrease of 74.38% year-on-year [1]. Profitability Metrics - The gross margin was reported at 67.71%, a reduction of 12.28% year-on-year [1]. - The net profit margin fell to 14.79%, down 56.48% compared to the previous year [1]. - Total selling, administrative, and financial expenses amounted to 52.36 million yuan, which is 31.81% of revenue, an increase of 11.86% year-on-year [1]. Shareholder Metrics - Earnings per share (EPS) decreased to 0.06 yuan, a decline of 68.42% year-on-year [1]. - The net asset value per share increased slightly to 3.47 yuan, up 1.86% year-on-year [1]. - Operating cash flow per share was reported at 0.10 yuan, down 48.7% year-on-year [1]. Business Evaluation - The company's return on invested capital (ROIC) was 7.54%, indicating average capital returns [3]. - The historical median ROIC since the company went public is 10.14%, suggesting a generally good investment return despite some poor performance years [3]. - The company has experienced two years of losses since its IPO, indicating a fragile business model [3]. Debt and Cash Position - The company maintains a healthy cash asset position, which is crucial for its debt repayment capabilities [3].

Core Insights - The company reported a significant decline in both revenue and net profit for the first half of 2025, indicating potential challenges in its operational performance [1] Financial Performance - The company achieved a revenue of 165 million yuan, representing a year-on-year decrease of 27.03% [1] - The net profit attributable to shareholders was 24.34 million yuan, down 68.24% compared to the previous year [1] - The non-recurring net profit was 15.92 million yuan, reflecting a decline of 77.35% year-on-year [1] - Basic earnings per share stood at 0.06 yuan [1]

Group 1 - Hailiang Co., Ltd. achieved a revenue of 44.476 billion yuan, a year-on-year increase of 1.17%, and a net profit of 711 million yuan, a year-on-year increase of 15.03% [1] - Yinfai Storage reported a revenue of 543 million yuan, a year-on-year decrease of 18.97%, and a net profit of 62.347 million yuan, a year-on-year decrease of 20.05% [1] - Huamao Technology achieved a revenue of 1.108 billion yuan, a year-on-year increase of 14.42%, and a net profit of 137 million yuan, a year-on-year increase of 3.21% [2] Group 2 - Postal Savings Bank reported a revenue of 179.446 billion yuan, a year-on-year increase of 1.5%, and a net profit of 49.228 billion yuan, a year-on-year increase of 0.85% [4] - Bright Dairy achieved a revenue of 12.472 billion yuan, a year-on-year decrease of 1.9%, and a net profit of 217 million yuan, a year-on-year decrease of 22.53% [6] - Pianzaihuang reported a revenue of 5.379 billion yuan, a year-on-year decrease of 4.81%, and a net profit of 1.442 billion yuan, a year-on-year decrease of 16.22% [7] Group 3 - Great Wall Motors achieved a revenue of 92.335 billion yuan, a year-on-year increase of 0.99%, and a net profit of 6.337 billion yuan, a year-on-year decrease of 10.21% [9] - Haowei Group reported a revenue of 13.956 billion yuan, a year-on-year increase of 15.42%, and a net profit of 2.028 billion yuan, a year-on-year increase of 48.34% [10] - Batian Co., Ltd. achieved a revenue of 2.543 billion yuan, a year-on-year increase of 63.93%, and a net profit of 456 million yuan, a year-on-year increase of 203.71% [12] Group 4 - Yuxin Technology reported a revenue of 1.415 billion yuan, a year-on-year decrease of 5.01%, and a net profit of 220 million yuan, a year-on-year increase of 35.26% [14] - Zhongti Industry reported a revenue of 787 million yuan, a year-on-year decrease of 25.24%, and a net loss of 24.3955 million yuan [15] - Kemei Diagnostics achieved a revenue of 165 million yuan, a year-on-year decrease of 27.03%, and a net profit of 24.3408 million yuan, a year-on-year decrease of 68.24% [16] Group 5 - Huatai Co., Ltd. reported a revenue of 6.409 billion yuan, a year-on-year decrease of 1.86%, and a net profit of 67.6382 million yuan, a year-on-year decrease of 63.13% [17] - Fudan Fuhua reported a revenue of 326 million yuan, a year-on-year increase of 2.20%, and a net loss of 711.58 million yuan [19] - Haili Co., Ltd. achieved a revenue of 12.426 billion yuan, a year-on-year increase of 13.16%, and a net profit of 333.546 million yuan, a year-on-year increase of 693.76% [21] Group 6 - Xintong New Science reported a revenue of 61.852 million yuan, a year-on-year increase of 8.49%, and a net loss of 30.393 million yuan [22] - Newzhisoft achieved a revenue of 897 million yuan, a year-on-year decrease of 3.40%, and a net profit of 30.3531 million yuan, a year-on-year increase of 42.84% [24] - Maolai Optics reported a revenue of 319 million yuan, a year-on-year increase of 32.26%, and a net profit of 32.7555 million yuan, a year-on-year increase of 110.36% [25] Group 7 - Qianjin Pharmaceutical achieved a revenue of 1.818 billion yuan, a year-on-year decrease of 5.52%, and a net profit of 128 million yuan, a year-on-year increase of 8.50% [28] - Quanfeng Automotive reported a revenue of 1.218 billion yuan, a year-on-year increase of 18.90%, and a net loss of 167 million yuan [29] - Zhongjin Lingnan's application for a specific issuance of A-shares has been accepted by the Shenzhen Stock Exchange [31] Group 8 - Zhonglv Electric achieved a revenue of 2.333 billion yuan, a year-on-year increase of 29.30%, and a net profit of 618 million yuan, a year-on-year increase of 33.06% [33] - Sanhuan Group reported a revenue of 4.149 billion yuan, a year-on-year increase of 21.05%, and a net profit of 1.237 billion yuan, a year-on-year increase of 20.63% [35] - China Energy Construction achieved a revenue of 212.091 billion yuan, a year-on-year increase of 9.18%, and a net profit of 28.02 billion yuan, a year-on-year increase of 0.72% [37] Group 9 - Liou Co., Ltd. reported a revenue of 9.635 billion yuan, a year-on-year decrease of 9.62%, and a net profit of 478 million yuan, turning from a loss to profit [38] - Suzhou Bank achieved a revenue of 6.504 billion yuan, a year-on-year increase of 1.81%, and a net profit of 3.134 billion yuan, a year-on-year increase of 6.15% [40] - Shunxin Agriculture reported a revenue of 4.593 billion yuan, a year-on-year decrease of 19.24%, and a net profit of 173 million yuan, a year-on-year decrease of 59.09% [43] Group 10 - Tongfu Microelectronics achieved a revenue of 13.038 billion yuan, a year-on-year increase of 17.67%, and a net profit of 412 million yuan, a year-on-year increase of 27.72% [44] - Weidao Nano reported a revenue of 1.05 billion yuan, a year-on-year increase of 33.42%, and a net profit of 192 million yuan, a year-on-year increase of 348.95% [44] - ZTE Corporation achieved a revenue of 715.53 billion yuan, a year-on-year increase of 14.51%, and a net profit of 50.58 billion yuan, a year-on-year decrease of 11.77% [46]

Core Insights - The company reported a revenue of 165 million yuan for the first half of 2025, representing a year-on-year decline of 27.03% [1] - The net profit for the same period was 24.34 million yuan, showing a significant decrease of 68.24% compared to the previous year [1] Financial Performance - Revenue: 165 million yuan, down 27.03% year-on-year [1] - Net Profit: 24.34 million yuan, down 68.24% year-on-year [1]

Financial Performance - The company reported a significant increase in revenue for the first half of 2025, with total revenue reaching RMB 500 million, representing a 25% year-over-year growth[12]. - The company reported a revenue of CNY 164.62 million for the first half of the year, a decrease of 27.03% compared to the same period last year[20]. - The total profit for the period was CNY 27.83 million, down 67.14% year-on-year, while the net profit attributable to shareholders decreased by 68.24% to CNY 24.34 million[20]. - Basic and diluted earnings per share were both CNY 0.06, reflecting a decline of 68.42% compared to the previous year[19]. - The net cash flow from operating activities decreased by 48.70% to CNY 39.78 million, primarily due to reduced sales collections[20]. - The company achieved operating revenue of 164.62 million yuan, a decrease of 27.03% compared to the same period last year[47]. - Net profit attributable to the parent company was 24.34 million yuan, down 68.24% year-on-year[47]. - The company reported a net loss distribution to owners of 49,324,143.30, reflecting challenges in profitability[155]. Market Outlook and Strategy - The company provided a positive outlook for the second half of 2025, projecting a revenue growth of 20% to 30% based on current market trends and product demand[12]. - The company is expanding its market presence, targeting new regions in Southeast Asia, with plans to establish partnerships with local distributors by Q4 2025[12]. - The company is actively responding to industry challenges by optimizing product structure and enhancing operational efficiency[20]. - The company is focusing on integrating AI and big data to enhance product usability and accuracy in immunodiagnostics[44]. - The company is expanding its market presence by transitioning from single products to comprehensive laboratory solutions, improving efficiency for medical institutions[44]. Research and Development - Research and development efforts are focused on innovative diagnostic technologies, with an investment of RMB 50 million allocated for the development of next-generation testing kits[12]. - The company's R&D expenditure accounted for 21.68% of its operating revenue, an increase of 4.12 percentage points from the previous year[19]. - The company has developed 87 products in the LiCA® series, covering common clinical testing items in infectious diseases, tumor markers, thyroid hormones, reproductive endocrine hormones, cardiac markers, and inflammation[40]. - The company is actively developing clinical diagnostic tools for Alzheimer's disease and cancer, aiming for early detection and personalized treatment[48]. - The company has ongoing projects with a total expected investment of ¥50,000,000 for the LiCA® homogeneous immunoassay reagent development, with ¥1,499,040 invested in the current period[73]. Product Development and Innovation - New product launches included the LiCA® series, which has shown a 30% improvement in sensitivity compared to previous models, enhancing the company's competitive edge in the market[12]. - The company has established a proprietary chemiluminescence technology platform and developed the LiCA® series of diagnostic products[26]. - The LiCA® series products demonstrate superior performance with sensitivity rates of 96.39% and specificity rates of 99.95%, outperforming international leading brands[52]. - The LiCA® 800 instrument can achieve a maximum testing speed of 600 tests per hour, significantly surpassing international leading brands[40]. - The company has obtained 221 domestic medical device registration certificates and 338 authorized patents, including 142 invention patents, as of June 30, 2025[37]. Compliance and Governance - The company has no significant non-operating fund occupation by controlling shareholders or related parties, ensuring financial integrity[6]. - There are no violations of decision-making procedures regarding external guarantees, maintaining compliance with regulatory standards[6]. - The board of directors confirmed that all members attended the meeting, ensuring transparency and governance in decision-making processes[4]. - The report emphasizes the importance of risk management, detailing potential risks in the operational environment and strategies to mitigate them[3]. Shareholder and Equity Management - The company has not proposed any profit distribution or capital reserve transfer plans for the half-year period[92]. - The company has implemented a stock incentive plan, which was approved in December 2021, to motivate and retain key personnel[93]. - The company has approved the cancellation of 963,000 shares of unvested restricted stock due to performance criteria not being met for the second vesting period[95]. - The company has committed to ensuring that the public offering of shares does not involve any fraudulent issuance, with a buyback program initiated within five working days if conditions are not met[98]. - The company has a long-term commitment to fulfill its promises regarding profit distribution and shareholder returns post-listing[99]. Financial Position and Assets - The total assets at the end of the reporting period were CNY 1.77 billion, a decrease of 3.32% from the previous year[20]. - The net assets attributable to shareholders decreased by 1.76% to CNY 1.39 billion[20]. - The company's total current assets decreased to RMB 1,016,759,119.84 from RMB 1,067,681,904.23 in the previous period[134]. - The company's fixed assets as of June 30, 2025, were valued at RMB 441,702,666.38, a decrease from RMB 453,868,944.92 at the end of 2024[134]. - Total liabilities decreased by 8.60% to CNY 380.09 million, resulting in a debt-to-asset ratio of 21.46%[77].

证券代码：688468 证券简称：科美诊断 公告编号：2025-017 科美诊断技术股份有限公司 2025 年半年度募集资金存放与使用情况的专项报告 本公司董事会及全体董事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。 一、募集资金基本情况 | 项目 | 金额 | | --- | --- | | 募集资金总额 | 293,150,000.00 | | 减：发行有关费用 | 44,593,051.99 | | 募集资金净额 | 248,556,948.01 | | 减：募集资金累计使用金额（包括置换先期投入金额） | 256,420,885.27 | | 其中：新建体外诊断试剂生产基地项目 | | | 123,143,353.57 | | --- | --- | --- | --- | | LiCA®试剂与配套仪器研发（实验室）项目 | | | 89,094,974.74 | | LiCA®试剂与关键生物原料研发项目 | | | 44,182,556.96 | | 减：支付发行费用的税金金额 | | | 2,128,301.88 | | 减：期末 ...

为深入贯彻党的二十大和中央金融工作会议精神，落实国务院《关于进一 步提高上市公司质量的意见》要求，积极响应上海证券交易所《关于开展沪市 公司"提质增效重回报"专项行动的倡议》，推动公司高质量发展和投资价值 提升，保护投资者尤其是中小投资者合法权益，科美诊断技术股份有限公司（ 以下简称"公司"）结合发展战略和实际经营情况制定了2025年度"提质增效 重回报"行动方案（以下简称"《行动方案》"），具体内容详见公司2025年 4月29日披露的《2024年度"提质增效重回报"行动方案的评估报告暨2025年 度"提质增效重回报"专项行动方案》。 2025年上半年，公司切实履行并持续评估《行动方案》的具体举措，现将 《行动方案》在报告期内的实施和效果评估情况报告如下： 一、聚焦主业，提升经营质效 2025年上半年，面对复杂多变的市场环境，公司始终坚持贯彻"以创新服 务人类健康"的经营理念，稳步推进公司长期战略。在医疗行业持续推进高质 量发展的大背景下，围绕技术和产品优势，以临床需求为导向，多种方式相结 合促进公司战略规划的顺利实施；以创新为第一动力，形成具有市场竞争力的 优质产能，着力为发展"新质生产力"蓄势赋能，推动技 ...

Group 1 - The core viewpoint of the news highlights the financial performance and trading activity of Kemei Diagnostics, indicating a decline in revenue and net profit for the first quarter of 2025 compared to the previous year [2] - As of August 26, Kemei Diagnostics experienced a financing net buy of -2.23 million yuan, with a total financing and securities balance of 206 million yuan, which is 5.86% of its market capitalization [1] - The company has a significant reliance on its LiCA series products, which account for 92.04% of its main business revenue [1] Group 2 - As of March 31, the number of shareholders for Kemei Diagnostics increased by 14.69% to 11,000, while the average circulating shares per person decreased by 12.81% to 36,384 shares [2] - For the first quarter of 2025, Kemei Diagnostics reported an operating income of 81.30 million yuan, a year-on-year decrease of 27.01%, and a net profit attributable to shareholders of 14.54 million yuan, down 62.12% year-on-year [2] - The company has distributed a total of 306 million yuan in dividends since its A-share listing, with 238 million yuan distributed over the past three years [3]

Core Points - The company, Kemei Diagnostics Technology Co., Ltd. (688468), is holding its first extraordinary shareholders' meeting in 2025 to ensure the rights of all shareholders and maintain order during the meeting [1][2] - The meeting will include discussions and voting on several key proposals, including amendments to the company's articles of association and the election of board members [6][10][14] Meeting Procedures - Shareholders and their representatives must register 30 minutes before the meeting and present necessary identification documents to participate [1][2] - The meeting will follow a structured agenda, including the election of monitors and the review of various proposals [6][10] - Voting will be conducted both on-site and online, with specific time frames for each method [5][6] Proposals Overview - Proposal 1: Amendment of the company's articles of association to enhance governance structure [8][10] - Proposal 2: Revision of several governance systems to align with legal requirements and improve operational standards [10][12] - Proposal 3: Appointment of Rongcheng Accounting Firm as the auditor for the 2025 fiscal year [12] - Proposal 4: Election of new board members, with a total of nine members proposed for the third board [14][15] - Proposal 5: Election of independent directors, with new candidates nominated due to the expiration of terms for current independent directors [17]