广东华商律师事务所 法律意见书 关于深圳市尚荣医疗股份有限公司 2025年第一次临时股东大会的 法律意见书 二○二五年九月十二日 1 法律意见书 致：深圳市尚荣医疗股份有限公司 广东华商律师事务所（以下简称"本所"）接受深圳市尚荣医疗股份有限公 司（以下简称"公司"）的委托，指派本所周玉梅律师、李世琦律师（以下简称 "本所律师"）出席公司2025年第一次临时股东大会（以下简称"本次会议"）。 本所律师依据《中华人民共和国证券法》（以下简称《证券法》）、《中华人民 共和国公司法》（以下简称《公司法》）、《上市公司股东会规则》等法律、法 规和规范性法律文件以及《深圳市尚荣医疗股份有限公司章程》（以下简称《公 司章程》）的规定，出具本法律意见书。 本次会议由公司第八届董事会第三次会议决定召开。公司董事会已于2025 年8月23日召开第八届董事会第三次会议，审议通过了《关于提请召开公司2025 年第一次临时股东大会的议案》等议案，并于2025年8月26日在《中国证券报》、 《证券时报》、《证券日报》、《上海证券报》及指定信息披露网站巨潮资讯网 （http://www.cninfo.com.cn）上刊登了《深圳市尚荣医 ...

Core Viewpoint - The stock of Shangrong Medical (002551) has experienced a decline, with significant net outflows from major funds, indicating potential concerns about its financial performance and market sentiment [1][2]. Financial Performance - As of the mid-2025 report, Shangrong Medical reported a main revenue of 528 million yuan, a year-on-year decrease of 16.38% [3]. - The net profit attributable to shareholders was -7.76 million yuan, down 155.31% year-on-year [3]. - The second quarter of 2025 saw a main revenue of 248 million yuan, a decline of 30.12% compared to the same period last year [3]. - The company recorded a net profit of -21.72 million yuan in the second quarter, a staggering decrease of 15,273.62% year-on-year [3]. - The gross profit margin stood at 16.47%, significantly lower than the industry average of 51.85% [3]. Market Position - Shangrong Medical's total market capitalization is 3.483 billion yuan, compared to the industry average of 11.994 billion yuan, ranking 96 out of 123 in the industry [3]. - The company has a price-to-earnings ratio of -224.5, indicating negative earnings, while the industry average is 65.28 [3]. - The company's return on equity (ROE) is -0.29%, significantly below the industry average of 1.8% [3]. Fund Flow Analysis - On September 3, 2025, the stock closed at 4.12 yuan, down 2.6%, with a turnover rate of 3.44% and a trading volume of 210,000 hands [1]. - Major funds experienced a net outflow of 14.23 million yuan, accounting for 16.23% of the total trading volume [2]. - Retail investors showed a net inflow of 15.92 million yuan, representing 18.15% of the total trading volume [1][2].

Financial Performance - The company reported a revenue of ¥528,042,409.63 for the first half of 2025, a decrease of 16.38% compared to ¥631,461,882.24 in the same period last year [8] - The net profit attributable to shareholders was -¥775,820.00, reflecting a decline of 155.31% year-on-year [3] - Operating costs decreased by 17.55% to ¥441,091,432.86 [8] - Research and development expenses increased by 16.40% to ¥20,173,329.07 [8] Market Strategy - The company aims to enhance its core competitiveness through industry integration and improving its main business operations [4][9] - Focus on expanding overseas markets as a key growth driver [5][9] - Plans to establish three major platforms: medical products, medical services, and healthcare industry [5] Challenges and Responses - The decline in revenue is attributed to reduced engineering income and increased interest payments on convertible bonds [3][8] - The company is addressing slow domestic business growth and delayed receivables by intensifying international market expansion and improving accounts receivable collection [9] Future Outlook - The Egyptian medical consumables production base is expected to commence operations in Q4 2025 [5] - The management emphasizes the importance of maintaining a strong business foundation to achieve sustainable returns for investors [4][9]

Group 1 - The stock price of Shangrong Medical (002551) closed at 4.32 yuan on September 1, 2025, with an increase of 0.93% and a turnover rate of 3.71% [1] - The net inflow of main funds on September 1 was 134.11 million yuan, accounting for 1.37% of the total transaction amount, while retail investors had a net inflow of 180.89 million yuan, accounting for 1.85% [1] - Over the past five days, the stock has experienced fluctuations in fund flows, with significant net outflows from main funds on several days [1] Group 2 - Shangrong Medical's total market value is 3.653 billion yuan, with a net asset of 2.763 billion yuan, and a net profit of -7.7582 million yuan, ranking 96th, 57th, and 103rd in the medical device industry respectively [2] - The company's main revenue for the first half of 2025 was 528 million yuan, a year-on-year decrease of 16.38%, and the net profit attributable to shareholders was -7.7582 million yuan, a decline of 155.31% [2] - The gross profit margin of Shangrong Medical is 16.47%, significantly lower than the industry average of 51.85%, indicating a challenging competitive position [2]

二、公司出席人员 董事长兼总经理梁桂秋先生，独立董事曾江虹女士，财务总监游泳先生，副 总经理兼董事会秘书林立女士。 证券代码：002551 证券简称：尚荣医疗 公告编号：2025-045 深圳市尚荣医疗股份有限公司 关于举行2025年半年度网上业绩说明会的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 深圳市尚荣医疗股份有限公司（以下简称"公司"）于2025年8月26日在巨 潮资讯网（www.cninfo.com.cn）披露了《2025年半年度报告》及《2025年半年 度报告摘要》，为便于广大投资者更加全面深入地了解公司经营业绩、发展战略 等情况，公司定于2025年9月2日（星期二）15:00-17:00在"价值在线" （www.ir-online.cn）举办2025年半年度网上业绩说明会，与投资者进行沟通和 交流，广泛听取投资者的意见和建议。 一、业绩说明会召开时间和地点 会议召开时间：2025 年 9 月 2 日（星期二）15:00-17:00 会议召开地点：价值在线（www.ir-online.cn） 会议召开方式：网络互动方式 三、投资者参加方式 ...

Core Viewpoint - Shenzhen Shangrong Medical (002551) announced the termination of the "High-end Medical Consumables Industrialization Project" and plans to use the remaining raised funds to permanently supplement working capital [1][2][3] Group 1: Project Termination - The project was initially approved for a total fundraising of 750 million yuan through convertible bonds, with a net amount of 733 million yuan after expenses [2] - As of July 31, 2025, the project had accumulated an investment of 415 million yuan, representing 56.73% of the planned investment [2] - The decision to terminate the project was influenced by intensified market competition and declining profit margins, making the original profit expectations unattainable [3][4] Group 2: Financial Performance - The company has faced significant financial challenges, with a cumulative loss of nearly 400 million yuan over four and a half years [6] - Revenue figures from 2021 to 2024 were 1.79 billion yuan, 1.28 billion yuan, 1.19 billion yuan, and 1.44 billion yuan, showing a year-on-year decline of -21.04%, -28.74%, -6.49%, and an increase of 21.40% respectively [7] - In the first half of 2025, the company reported a revenue of 528 million yuan, a year-on-year decline of 16.38%, and a net loss of 7.76 million yuan, a significant drop of 155.31% compared to the previous year [7] Group 3: Asset Management and Regulatory Scrutiny - The company has been under regulatory scrutiny regarding the use of raised funds, with questions raised about the project's expected benefits and the authenticity of fund usage [4][5] - As of June 30, 2025, the total assets of the company were 3.542 billion yuan, with cash and cash equivalents amounting to 419 million yuan, a decrease of 17% from the beginning of the period [8]

Core Insights - The company, Shangrong Medical, reported a significant decline in revenue and net profit for the first half of 2025, with total revenue of 528 million yuan, down 16.38% year-on-year, and a net loss of 7.76 million yuan, a decrease of 155.31% compared to the previous year [1] Financial Performance - Total revenue for the second quarter of 2025 was 248 million yuan, reflecting a 30.12% year-on-year decline [1] - The gross profit margin improved to 16.47%, an increase of 7.8% year-on-year, while the net profit margin fell to -0.86%, a decrease of 128.95% [1] - The total of financial, sales, and administrative expenses reached 78.28 million yuan, accounting for 14.82% of total revenue, which is a 46.96% increase year-on-year [1] - Earnings per share dropped to -0.01 yuan, a decline of 155.42% year-on-year, and operating cash flow per share fell to 0.0 yuan, down 97.77% [1] Cash Flow and Debt Management - The company experienced a 97.77% decrease in net cash flow from operating activities due to increased payments for project and material costs [2] - Cash and cash equivalents saw a net decrease of 414.77%, attributed to repayments of convertible bond principal and interest [2] - Long-term receivables decreased by 100% due to the recovery of equity transfer payments [2] Business Evaluation - The company's return on invested capital (ROIC) was 0.69%, indicating weak capital returns, with a historical median ROIC of 3.58% over the past decade [3] - The company has shown a cyclical performance pattern, with a net profit margin of 1.79% last year, suggesting low added value from its products or services [3] - The company has experienced two years of losses since its IPO, indicating a fragile business model [3] Recommendations - Attention is advised on the company's cash flow situation, with a three-year average of operating cash flow to current liabilities at only 18.39% [3] - Monitoring of accounts receivable is recommended, as the ratio of accounts receivable to profit has reached 2024.76% [3]

Group 1 - The core viewpoint of the article is that Shangrong Medical (002551.SZ) has seen an increase in institutional investor holdings, indicating growing interest in the company [1] - As of August 25, 2025, four institutional investors disclosed holdings in Shangrong Medical, totaling 13.6589 million shares, which represents 1.62% of the company's total share capital [1] - The institutional investor ownership increased by 1.05 percentage points compared to the previous quarter [1] Group 2 - Three public funds were disclosed this period, including Agricultural Bank of China CSI 1000 Index Enhanced A, Everbright Prudential Chengxin Mixed A, and Everbright Prudential Multi-Strategy Smart Selection 18-Month Mixed [1] - Two new foreign institutions disclosed their holdings this period, including Goldman Sachs and Barclays Bank PLC [1] - The foreign institution Morgan Stanley & Co. International PLC was not disclosed in this period compared to the previous quarter [1]

Group 1 - Shangrong Medical plans to terminate the "high-end medical consumables industrialization project" and intends to use the remaining raised funds, estimated at 360 million yuan, to permanently supplement working capital, pending shareholder approval [1] - Zhejiang Medicine reported a net profit of approximately 670 million yuan for the first half of 2025, a year-on-year increase of 113.5%, despite a slight revenue decline of 1.9% to about 4.32 billion yuan, driven by increased demand and prices in the life nutrition product segment [1] - Shuyou Shen reported a net loss of 24.64 million yuan for the first half of 2025, with revenue declining by 31% to 126 million yuan, primarily due to the impact of centralized procurement, medical insurance policies, and market competition [2] Group 2 - Huaxia Eye Hospital achieved a net profit of 280 million yuan in the first half of 2025, a year-on-year growth of 6.2%, with revenue increasing by 4.3% to 2.139 billion yuan, supported by strong performance in refractive and posterior segment projects [3] - Despite a decline in cataract project revenue, Huaxia Eye Hospital's overall business remains resilient, indicating potential for continued stable growth through increased R&D investment and market expansion [3]

Group 1 - Shangrong Medical has decided to terminate its "High-end Medical Consumables Industrialization Project" and will use the remaining raised funds, estimated at 360 million yuan, to permanently supplement working capital, pending shareholder approval [1] - The termination of the project highlights previous strategic missteps, and the company needs to accurately position itself and explore new business opportunities to avoid continued weak performance [1] Group 2 - Zhejiang Medicine reported a net profit of approximately 670 million yuan for the first half of 2025, a year-on-year increase of 113.5%, despite a slight revenue decline of 1.9% to about 4.32 billion yuan [2] - The significant profit increase is attributed to rising demand and prices in the life nutrition product segment, but the company needs to address the revenue decline and progress in innovative drug development to maintain growth [2] Group 3 - Shutaishen reported a revenue decline of 31% to 126 million yuan for the first half of 2025, with a net loss of 24.64 million yuan, worsening from a loss of 342,000 yuan in the same period last year [3] - The revenue drop and increased losses are primarily due to the impact of centralized procurement, medical insurance policies, and market competition on core products, with reduced R&D investment and no commercialization of innovative drugs [3] Group 4 - Huaxia Eye Hospital achieved a net profit of 280 million yuan in the first half of 2025, a year-on-year growth of 6.2%, with total revenue of 2.139 billion yuan, up 4.3% [4] - The growth in revenue and profit is driven by strong performance in refractive and posterior segment projects, although cataract project revenue has declined; the company shows resilience and potential for steady development through increased R&D investment [4]