法律意见书 北京市中伦律师事务所 关于奥精医疗科技股份有限公司 2025 年第三次临时股东大会的 法律意见书 致：奥精医疗科技股份有限公司 北京市中伦律师事务所（以下简称"本所"）接受奥精医疗科技股份有限公 司（以下简称"公司"）委托，指派律师见证公司 2025 年第三次临时股东大会 （以下简称"本次股东大会"）。本所律师根据《中华人民共和国公司法》（以 下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、 《上市公司股东会规则》（以下简称"《股东会规则》"）、《律师事务所从事 证券法律业务管理办法》等相关法律、法规、规章、规范性文件及《奥精医疗科 技股份有限公司章程》（以下简称"《公司章程》"）的规定，对本次股东大会 的相关事项进行见证并出具法律意见。 为出具本法律意见书，本所律师审查了公司本次股东大会的有关文件和材料。 本所律师出具本法律意见书基于公司向本所律师提供的一切原始材料、副本、复 印件等材料、口头证言均是真实、准确、完整和有效的，不存在隐瞒记载、虚假 陈述或重大遗漏，有关文件的印章和签字均真实、有效，有关副本、复印件等材 料均与原始材料一致。 1 在本法律意见书中，本所律 ...

Core Insights - On November 21, Aojing Medical experienced a decline of 5.33% with a trading volume of 71.50 million yuan [1] - As of November 21, the total margin balance for Aojing Medical was 172 million yuan, representing 6.49% of its market capitalization [1] Financing Summary - On November 21, Aojing Medical had a financing buy-in amount of 6.40 million yuan and a financing repayment of 6.40 million yuan, resulting in a net financing buy of -4946 yuan [1] - The current financing balance of 172 million yuan is above the 90th percentile of the past year, indicating a high level of financing activity [1] Shareholder and Financial Performance - As of September 30, Aojing Medical had 9,862 shareholders, an increase of 15.44% from the previous period, while the average circulating shares per person decreased by 13.37% to 13,892 shares [2] - For the period from January to September 2025, Aojing Medical reported a revenue of 156 million yuan, a year-on-year increase of 5.22%, and a net profit attributable to shareholders of 13.94 million yuan, reflecting a significant year-on-year growth of 185.19% [2] Dividend and Institutional Holdings - Since its A-share listing, Aojing Medical has distributed a total of 58.67 million yuan in dividends, with 22.40 million yuan distributed over the past three years [3] - As of September 30, 2025, the eighth largest circulating shareholder is Rongtong Health Industry Flexible Allocation Mixed A/B, holding 2.40 million shares as a new shareholder [3]

Core Insights - The 24th Chinese Orthopaedic Association (COA) conference showcased significant advancements in orthopedic technology, emphasizing the integration of robotics, navigation, imaging, and biomaterials under the theme "Digital Intelligence in Orthopedics" [2] - The conference attracted 20,188 registered participants and received 37,222 submissions, indicating a strong interest in orthopedic innovations [2] Group 1: Robotics and Navigation Systems - Surgical robots and navigation systems are expanding across various orthopedic fields, moving beyond joint surgeries to include spine, trauma, and sports medicine, focusing on precision and standardization [4] - Companies like Stryker, Tianzhihang, and others are presenting comprehensive orthopedic platforms that integrate imaging, navigation, and robotic arms, forming a closed-loop system for enhanced surgical outcomes [4] - The Trinity system by Tuo Dao Medical demonstrates a unified platform for rapid switching between surgical procedures, showcasing advancements in AI planning and real-time navigation [19] Group 2: Biomaterials and Bone Repair - The competition in bone repair and biomaterials is intensifying, with companies offering innovative solutions such as absorbable screws and 3D-printed bioceramics, focusing on osteogenic activity and infection resistance [4] - Smartbone and other manufacturers are introducing advanced materials that not only fill defects but also promote bone regeneration and integration [4] Group 3: Domestic Innovations - Domestic companies are accelerating the development of high-end joint prosthetics and key materials, with a focus on integrating materials, prosthetic design, and manufacturing processes [4] - The collaboration between local firms and international companies is shifting from product showcases to establishing standards and ecosystems, enhancing the overall orthopedic landscape [4] Group 4: Key Product Launches - Stryker highlighted its latest products, including the Mako robotic system, which integrates multiple surgical techniques for hip and knee replacements, enhancing precision and efficiency [5][7] - Rosenboht signed a strategic partnership with the Chinese University of Hong Kong to advance intelligent surgical technologies, aiming for more precise and minimally invasive orthopedic procedures [12][14] - The launch of the "Panshi Self-Pressing 3D Partition Bone Trabecular Biological Knee Prosthesis" by Jiashite Medical showcases advancements in mechanical stability and biological fixation [40][42] Group 5: Technological Integration - Companies are increasingly focusing on integrating AI and imaging technologies to enhance surgical precision and safety, as seen in the solutions presented by Meiya Optical and other firms [46][50] - The introduction of AR navigation systems by Linyan Medical represents a significant technological advancement, improving the visibility and accuracy of spinal surgeries [53][55] Group 6: Comprehensive Solutions - The conference highlighted the importance of comprehensive solutions that encompass preoperative planning, intraoperative guidance, and postoperative evaluation, as demonstrated by various exhibitors [4][60] - Companies like Weigao and others are showcasing integrated solutions that leverage digital technologies to enhance the entire orthopedic treatment process [100][102]

证券代码：688613 证券简称：奥精医疗 奥精医疗科技股份有限公司 2025 年第三次临时股东大会 会议资料 二〇二五年十一月 | | | | 2025 | 年第三次临时股东大会会议须知 | 1 | | --- | --- | --- | | 2025 | 年第三次临时股东大会会议议程 | 3 | | 2025 | 年第三次临时股东大会会议议案 | 5 | 奥精医疗科技股份有限公司 2025 年第三次临时股东大会会议须知 为维护广大投资者的合法权益，保障股东在本次股东大会期间依法行使权利， 确保股东大会的正常秩序和议事效率，根据《公司法》《证券法》《上市公司股 东大会规则》《奥精医疗科技股份有限公司章程》《奥精医疗科技股份有限公司 股东大会议事规则》等有关规定，特制定本会议须知： 一、为保证本次大会的严肃性和正常秩序，除出席会议的股东、董事、监事、 高级管理人员、公司聘任律师及中介机构外，公司有权依法拒绝其他人员入场。 二、为确认出席大会的股东或其代理人或其他出席者的出席资格，会议工作 人员将对出席会议者的身份进行必要的核对工作，请被核对者给予配合。 三、请出席大会的股东或其代理人或其他出席者在会议召开前 ...

Core Points - The company has decided to cancel its supervisory board and increase its registered capital, along with revising its articles of association and governance systems to comply with new regulations [1][3][4] Group 1: Cancellation of Supervisory Board - The company will no longer have a supervisory board or supervisors, with the audit committee of the board taking over the supervisory functions as per the Company Law [1][2] - The relevant rules regarding the supervisory board will be abolished, and corresponding amendments will be made to the articles of association [1][2] Group 2: Increase in Registered Capital - The company has completed the registration of shares for the second vesting period of its 2023 restricted stock incentive plan, resulting in an increase in share capital by RMB 1,457,000 and capital reserve by RMB 13,248,486.43 [3] - The total share capital will change from 135,551,584 shares to 137,008,584 shares, and the registered capital will increase from RMB 135,551,584 to RMB 137,008,584 [3] Group 3: Revision of Articles of Association - The company plans to amend its articles of association to enhance governance structure in line with the new regulations and its strategic development needs [4][5] - The definition of senior management will be adjusted by removing the "Chief Scientist" position, thus changing the definition of senior management to include only the General Manager, Deputy General Managers, Board Secretary, and Financial Officer [4][5] - Numerous amendments will be made to the articles of association, including the uniform change of "Shareholders' Meeting" to "Shareholders' Assembly" and the removal of all references to the supervisory board [5]

Group 1 - Huayang Intelligent's shareholder, Fosun Weiying, plans to reduce its stake by up to 285.42 million shares, representing no more than 5% of the company [1] - Kangtai Biological's controlling shareholder's concerted actor, Du Xinglian, intends to reduce its stake by up to 272.4 million shares, which is no more than 0.24% of the total share capital [2] - Mindray Medical has submitted an application for H-share issuance and listing on the Hong Kong Stock Exchange [4] Group 2 - Junpu Intelligent's chairman, Liu Yuan, resigned for personal reasons, and Wang Jianfeng was elected as the new chairman [6] - Mingchen Health's actual controller and executives plan to collectively reduce their stake by up to 8.61 million shares, accounting for 3.27% of the total share capital [7] - Zhongheng Design's directors and executives plan to reduce their stake by up to 151.57 million shares, representing no more than 0.55% of the total share capital [9] Group 3 - ST Erya and its actual controller, Zheng Jiping, are still under investigation by the China Securities Regulatory Commission [10] - Qicai Chemical's shareholder, Beijing Fengyan, plans to reduce its stake by up to 399.12 million shares, accounting for 0.98% of the total share capital [11] - Aier Eye Hospital plans to distribute a cash dividend of 0.8 yuan per 10 shares to all shareholders, totaling approximately 744 million yuan [12] Group 4 - Meiri Interactive's actual controller's concerted actor plans to reduce its stake by up to 394.74 million shares, which is 1% of the total share capital [13] - Maipu Medical's pre-IPO shareholder plans to reduce its stake by up to 67.05 million shares, representing no more than 1% of the total share capital [15] - Qinchuan Machine Tool's subsidiary plans to increase its registered capital from 50 million yuan to 200 million yuan, introducing new investors [17] Group 5 - Guiyang Bank's proposed director, Yu Rui, has resigned due to work reasons [19] - Guiyang Bank plans to acquire Xifeng Development Village Bank and establish a branch [20] - Aojing Medical's directors and executives plan to collectively reduce their stake by up to 25.28 million shares, accounting for no more than 0.19% of the total share capital [21] Group 6 - Zhongji Xuchuang intends to issue H-shares and list on the Hong Kong Stock Exchange [22] - ST Huatuo's stock will have its risk warning lifted, changing its name to Shiji Huatuo [25] - *ST Gaohong's stock has been delisted from the Shenzhen Stock Exchange [27] Group 7 - Tianwo Technology plans to publicly transfer a 7.12% stake in Qinghai Haihe Railway Transportation Co., with an assessed value of approximately 8.54 million yuan [28] - Xingye Technology's major shareholder plans to reduce its stake by up to 886.65 million shares, representing no more than 3% of the total share capital [29] - Jiangnan Chemical has successfully acquired 100% equity of Chongqing Shun'an Explosive Materials Co., with a transfer base price of 1 billion yuan [31]

Summary of Key Points Core Viewpoint - On November 10, several A-share listed companies disclosed their shareholding changes, with some announcing share buybacks while others reported share reductions by major shareholders [1]. Group 1: Share Buybacks - Hangcai Co. proposed to use 50 million to 100 million yuan of surplus funds for share repurchase [2]. - Sunong Bank executives plan to increase their holdings by no less than 1.8 million yuan in A-shares within six months [2]. - Jiangsu Cable's controlling shareholder received loan support for increasing A-share holdings [2]. Group 2: Share Reductions - A total of 25 A-share listed companies announced share reductions, including: - Aojing Medical plans to reduce no more than 0.19% of its shares by directors and executives [2]. - Maipu Medical's shareholder Guoshou Chengda intends to reduce no more than 1% of its shares [2]. - Shoulv Hotel's Ctrip Shanghai reduced 25.206 million shares on November 10 [2]. - Mingchen Health's controlling shareholder plans to reduce no more than 3% of the total share capital [2]. - Meiri Interactive's shareholder "I Got a Push" intends to reduce no more than 1% of its shares [2]. - Qicai Chemical's shareholder Beijing Fengyan plans to reduce no more than 0.98% of its shares [2]. - Other companies with planned reductions include Zhongheng Design, Xin Kaipu, Lianying Laser, Hongxin Electronics, and others, with reductions ranging from 0.07% to 5% [2].

Core Points - The company announced the nomination of candidates for its third board of directors, including both non-independent and independent directors [2] Group 1: Board of Directors Nominations - The board of directors has approved the nomination of Huang Wanlan, Qiu Zhiye, Song Tianxi, Tian Guofeng, and Liu Yang as non-independent director candidates [2] - The board has also approved the nomination of Su Jian, Li Xiaoming, and Zhao Lingyun as independent director candidates, with Su Jian being a professional accountant [2]

Core Viewpoint - The company, Aojing Medical (688613.SH), announced plans for share reduction by key executives due to personal funding needs, which may impact investor sentiment and stock performance [1] Summary by Relevant Sections Share Reduction Plans - The company's general manager, Mr. Qiu Zhiye, plans to reduce his holdings by up to 95,000 shares, representing no more than 0.07% of the total share capital [1] - The financial officer, Ms. Wang Ling, intends to reduce her holdings by up to 70,312 shares, accounting for no more than 0.05% of the total share capital [1] - Vice general managers, Mr. Song Tianxi and Mr. Tian Guofeng, plan to reduce their holdings by up to 50,000 shares (0.04%) and 37,500 shares (0.03%) respectively [1] Implementation Timeline - The reduction plans will be executed within three months starting from 15 trading days after the announcement [1] - The total number of shares reduced through centralized bidding will not exceed 1% of the company's total shares over any continuous 90-day period [1] Adjustments and Pricing - Any changes in share capital due to stock dividends, capital reserve transfers, or other share changes will lead to corresponding adjustments in the planned reduction amounts [1] - The reduction price will be determined based on market prices and the method of transaction [1]

证券代码：688613 证券简称：奥精医疗 公告编号：2025-061 奥精医疗科技股份有限公司 董事及高级管理人员减持股份计划公告 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： 董事及高级管理人员持股的基本情况 截至本公告披露日，奥精医疗科技股份有限公司（以下简称"公司 "）本次 拟减持的董事及高级管理人员持股情况如下： 公司董事、总经理仇志烨先生持有公司股份 380000 股，占公司总股本的比 例为 0.28%；公司财务负责人、高级管理人员王玲女士持有公司股份 281250 股， 占公司总股本的比例为 0.21%；公司董事、副总经理宋天喜先生持有公司股份 200000 股，占公司总股本的比例为 0.15%；公司董事、副总经理田国峰先生持 有公司股份 150000 股，占公司总股本的比例为 0.11%；上述股份来源为股权激 励取得，均为无限售条件流通股。 减持计划的主要内容 因自身资金需求，公司董事、总经理仇志烨先生，公司财务负责人、高级管 理人员王玲女士，公司董事、副总经理宋天喜先生，公司 ...