北京市嘉源律师事务所 关于内蒙古福瑞医疗科技股份有限公司 2026年第一次临时股东会的法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国 · 北京 堂师事务所 深圳 SHENZHEN·香港 HONGKONG·广州 GUANGZHOU·西安 XI`AN 北京 BELIING · 上海 SHANGHA 致:内蒙古福瑞医疗科技股份有限公司 北京市嘉源律师事务所 关于内蒙古福瑞医疗科技股份有限公司 2026年第一次临时股东会的法律意见书 嘉源(2026)-04-004 北京市嘉源律师事务所(以下简称"本所")接受内蒙古福瑞医疗科技股份 有限公司(以下简称"公司")的委托,根据《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》（以下简称"《股东会规则》"） 等现行有效的法律、行政法规、部门规章、规范性文件(以下简称"法律法规") 以及《内蒙古福瑞医疗科技股份有限公司章程》（以下简称"《公司章程》") 的有关规定,指派本所律师对公司 2026年第一次临时股东会(以下简称"本次 股东会"）进行见证,并依法出具本法律意见书。 为出具本法律意见书,本所指派律师现场见证了本次股东会,查阅了 ...

Group 1 - The core viewpoint of the news is that Furuimei Medical has seen a stock price increase of 5.17%, reaching 74.05 yuan per share, with a trading volume of 291 million yuan and a turnover rate of 1.73%, resulting in a total market capitalization of 19.621 billion yuan [1] - Furuimei Medical, established on December 26, 2001, and listed on January 20, 2010, is primarily engaged in the production and sales of drugs in the liver disease sector, as well as instrument research and sales, and medical services [1] - The revenue composition of Furuimei Medical includes 67.57% from equipment and technology, 27.47% from pharmaceuticals, 4.30% from medical services, and 0.65% from other sources [1] Group 2 - According to data from the top ten holdings of funds, Hongtu Innovation Fund holds a significant position in Furuimei Medical, with 157,700 shares, accounting for 4.32% of the fund's net value, making it the ninth largest holding [2] - The Hongtu Innovation Healthcare Stock Fund (010434) has a current scale of 272 million yuan and has achieved a year-to-date return of 27.97%, ranking 1956 out of 4189 in its category [2] - The fund manager, Liao Xinghao, has been in position for 4 years and 45 days, with the fund's total assets amounting to 804 million yuan, achieving the best return of 81.61% and the worst return of -3.87% during his tenure [2]

Core Viewpoint - Furuimei Medical has announced a rectification report following regulatory scrutiny regarding its internal control and revenue recognition practices, as it prepares for an H-share listing in Hong Kong [1][5]. Group 1: Regulatory Actions and Company Response - On December 10, 2025, Furuimei Medical received a decision from the Inner Mongolia Regulatory Bureau, mandating rectification of issues related to inadequate internal controls over overseas subsidiaries and irregular revenue recognition [3]. - The company has developed a management approach for overseas subsidiaries to enhance internal controls and risk management, clarifying management requirements in strategic planning and compliance [1][2]. - Furuimei Medical's audit department has issued audit notices to key overseas subsidiaries and engaged professional institutions for specialized internal audits to ensure compliance and effectiveness [2]. Group 2: Revenue Recognition Issues - The regulatory decision highlighted that Furuimei Medical recognized revenue prematurely, affecting financial disclosures for 2023 and 2024, with amounts of 240.89 million, 288.10 million, 567.03 million, and 134.17 million respectively [3]. - The company has implemented measures to align revenue recognition with accounting standards, focusing on control transfer and customer acceptance as criteria for financial processing [4]. Group 3: Strategic Developments - Following the regulatory scrutiny, Furuimei Medical announced a name change and plans for an H-share listing on the Hong Kong Stock Exchange to enhance its competitive position and access to international capital [5][6]. - The company has changed its stock name from "Furuimei Co., Ltd." to "Furuimei Medical" to better reflect its strategic focus and brand image [6]. Group 4: Company Overview and Performance - Furuimei Medical, established in 1998, operates in the medical sector, focusing on drug production, diagnostic equipment development, and medical services, with a global presence in over 100 countries [7]. - For the first nine months of 2025, Furuimei Medical reported revenue of 1.101 billion, a year-on-year increase of 12.37%, and a net profit attributable to shareholders of 112 million, up 9.69% [8].

证券代码：300049 证券简称：福瑞股份 公告编号：2025-051 内蒙古福瑞医疗科技股份有限公司 关于内蒙古监管局对公司采取责令改正并对相关责任人员采 取出具警示函措施的整改报告 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。 内蒙古福瑞医疗科技股份有限公司（以下简称"公司"）收到中国证券监督管理委员会 内蒙古监管局（以下简称"内蒙监管局"）于 2025 年 12 月 10 日出具的《关于对内蒙古福 瑞医疗科技股份有限公司采取责令改正措施并对相关责任人员采取出具警示函措施的决 定》（〔2025〕32 号）（以下简称"《决定书》"），要求公司对《决定书》中指出的问 题进行整改。 收到《决定书》后，公司董事长和管理层高度重视，召集相关部门对《决定书》中 所提及的问题进行全面的梳理和深入分析，结合公司的实际情况，明确落实整改责任， 制定整改计划，并完成整改方案实施。现将公司整改情况报告如下： 一、存在的问题及整改措施 问题一：公司对境外子公司管理内部控制不完善 公司未建立母公司对重要境外子公司的内部控制及风险管理制度，公司内设部门未 对境外子公司开展检查和监督 ...

Market Overview - The medical device sector experienced a decline of 0.74% on December 29, with Huakang Clean leading the drop [1] - The Shanghai Composite Index closed at 3965.28, up 0.04%, while the Shenzhen Component Index closed at 13537.1, down 0.49% [1] Top Performers - Meihao Medical (301363) saw a closing price of 25.04, with an increase of 8.30% and a trading volume of 197,100 shares, totaling a transaction value of 482 million yuan [1] - Mailande (688273) closed at 41.73, up 8.22%, with a trading volume of 55,200 shares and a transaction value of 227 million yuan [1] - Kangzhong Medical (688607) closed at 45.80, up 7.23%, with a trading volume of 40,200 shares and a transaction value of 180 million yuan [1] Underperformers - Huakang Clean (301235) closed at 39.21, down 8.54%, with a trading volume of 123,300 shares and a transaction value of 488 million yuan [2] - C Jianxin (688805) closed at 47.16, down 7.26%, with a trading volume of 89,000 shares and a transaction value of 426 million yuan [2] - Furuim Medical (300049) closed at 71.93, down 4.20%, with a trading volume of 66,800 shares and a transaction value of 485 million yuan [2] Capital Flow - The medical device sector saw a net outflow of 565 million yuan from institutional investors, while retail investors experienced a net inflow of 328 million yuan [2] - The overall capital flow indicates a mixed sentiment, with institutional investors pulling back while retail investors are more active [2] Individual Stock Capital Flow - Meihao Medical (301363) had a net outflow of 54.30 million yuan from institutional investors, with retail investors also showing a net outflow of 0.76 million yuan [3] - Jigaofazhan (600807) experienced a net inflow of 44.75 million yuan from institutional investors, while retail investors had a net outflow of 61.29 million yuan [3] - Kangzhong Medical (688626) saw a net inflow of 44.26 million yuan from institutional investors, with retail investors showing a slight net outflow [3]

Core Viewpoint - The recent announcements by Shida Shenghua and Bertli to plan H-share issuance and listing on the Hong Kong Stock Exchange are part of a broader trend of high-quality A-share companies moving to Hong Kong since 2025, reflecting a wave of "southbound" listings [1][3]. Group 1: Market Trends - A significant number of A-share companies that have announced plans to list in Hong Kong are characterized as "bull stocks," with many experiencing price increases of over 100% or even several times their original value within the year [3][6]. - As of December 24, 2025, a record 177 A-share companies are planning to issue H-shares, with 69 of these companies having year-to-date price increases exceeding 50%, representing nearly 40% of the total [6][10]. Group 2: Company Performance - Notable examples of companies planning to list in Hong Kong include: - Zhongji Xuchuang, which has seen its stock price rise over 400% this year, with a market capitalization exceeding 700 billion yuan [3]. - Tianfu Communication, with a price increase of over 200% and a market cap surpassing 170 billion yuan [3]. - Shida Shenghua, benefiting from a surge in demand for new energy materials, has doubled its stock price, reaching a market cap of 18 billion yuan [3][4]. Group 3: Strategic Intentions - The move to list in Hong Kong is increasingly viewed as a key component of companies' global strategic layouts rather than merely a financing activity. For instance, CATL's H-share listing aims to enhance its global capital market integration and accelerate its international strategy [8]. - Bertli explicitly stated that its H-share listing is intended to deepen its international strategy, improve overseas production capacity, and enhance brand influence [8]. Group 4: Policy Support - The recent surge in A+H listings is supported by strong policy initiatives, including the China Securities Regulatory Commission's "Five Measures to Benefit Hong Kong," which encourages leading companies to list in Hong Kong [8].

Core Viewpoint - The medical device sector is experiencing significant growth and investment opportunities, driven by recent regulatory approvals and technological advancements in brain-computer interface (BCI) technology [3][4][5]. Group 1: Market Performance - The medical device index ETF (159898) saw a 1.11% increase, with approximately 20 million yuan net inflow during trading [1]. - Key stocks in the medical device sector, such as Yirui Technology and Furu Medical, reported gains of 4.58% and 6.44% respectively, indicating strong market performance [1]. Group 2: Regulatory Developments - The National Medical Products Administration (NMPA) approved two high-value medical devices, enhancing clinical applications and technological development in the industry [3]. - Recent policies from major cities like Shanghai and Beijing aim to support the medical device industry, focusing on regulatory reforms and innovation [5]. Group 3: Technological Advancements - China has made significant progress in invasive brain-computer interface technology, becoming the second country after the U.S. to enter clinical trials [3]. - The global brain-computer interface market is projected to grow from approximately $2.62 billion in 2024 to $12.4 billion by 2034, with a compound annual growth rate of 17.35% [4]. Group 4: Investment Opportunities - Analysts suggest that the medical device sector may replicate the successful path of innovative pharmaceuticals, with a focus on innovation driving industry growth and global competitiveness [5]. - The medical device index ETF (159898) tracks a diverse range of leading companies in the sector, primarily focusing on A-share medical devices [7].

Core Viewpoint - Increasing number of pharmaceutical companies are investing in funds to indirectly participate in promising startups and emerging technologies, enhancing their innovation and competitiveness [1][6]. Group 1: Recent Fund Investments - On December 17, 2023, Furuya Medical and Boteng Co. announced their plans to invest in funds, with Furuya Medical committing up to 93 million yuan in a private equity fund [2]. - Boteng Co. plans to acquire a portion of shares in the Yifeng Yunding Venture Capital Partnership for a nominal fee, committing to a capital contribution of 20 million yuan [2]. Group 2: Industry Trends - Several pharmaceutical companies, including Huilong Pharmaceutical, Yingke Medical, and Pianzaihuang, have also made fund investments this year, indicating a trend in the industry [4]. - Pianzaihuang has made multiple fund investments, including a 200 million yuan commitment to the Zhaoying Fund, representing 20% of its target fundraising [4][5]. Group 3: Strategic Implications - Investment in funds allows companies to access cutting-edge technologies and market dynamics, potentially leading to future business expansions and technology introductions [3][6]. - Engaging in fund investments can enhance resource sharing and collaboration with other companies and research institutions, fostering innovation and competitive advantages [5][6]. Group 4: Focus Areas of Investment - The funds targeted by these pharmaceutical companies primarily focus on biomedicine and related fields, with Boteng Co.'s investments directed towards innovative drugs and high-end medical devices [7][8]. - Furuya Medical's proposed fund, Chengde Fund, emphasizes strategic emerging industries, particularly in medical technology and digital economy, with at least 50% of investments in biomedicine and health technology [7][8]. Group 5: Structural Changes in the Industry - The trend of pharmaceutical companies investing in funds reflects a structural shift from a "product-driven" approach to a "dual-driven" model combining products and investments, indicating a deep integration of industry and capital [8].

Core Insights - The company has changed its name from "Furui Co., Ltd." to "Furui Medical" to reflect its strategic focus on the medical technology sector and enhance its international branding [2][3] - Furui Medical plans to issue H-shares and list on the Hong Kong Stock Exchange, aiming to leverage international capital markets for diversified financing and to enhance its competitive edge [4][6] - The company intends to invest up to 930 million yuan in a private equity fund focused on strategic emerging industries, particularly in biomedicine and health technology, aligning with its internationalization strategy [3][4] Group 1: Name Change and Brand Positioning - The name change to "Furui Medical" signifies a strategic brand upgrade, emphasizing the company's evolution from a mere drug manufacturer to a comprehensive medical service partner [2][3] - The new name aims to enhance brand recognition and differentiation in the international market, making it easier for global audiences to understand the company's business scope [3] Group 2: Investment and Fund Participation - Furui Medical plans to invest in the Sichuan Chengde High-tech Innovation Equity Investment Fund, which has a total size of 620 million yuan, with a focus on biomedicine and health technology [3] - This investment strategy is designed to broaden the company's investment boundaries, mitigate risks, and capture high-quality projects in the medical technology sector [3] Group 3: Internationalization Strategy - The company is pursuing a listing in Hong Kong to tap into the international financial market, which is increasingly favorable for medical technology firms [4][6] - The Hong Kong capital market offers a diverse investor base and is recognized for its support of innovative medical enterprises, aligning with the long-term funding needs of the company [6] - Furui Medical has established a global strategic layout, with research centers in Paris and Singapore, covering over 100 countries and regions [5]

Core Viewpoint - Increasing number of pharmaceutical companies are investing in funds to enhance innovation and gain access to emerging technologies and startups, reflecting a strategic shift in the industry towards capital operations for additional revenue and risk diversification [1][7][10] Group 1: Recent Fund Investments - On December 17, 2023, Furuya Medical and Boteng Co. announced their plans to invest in funds, with Furuya Medical committing up to 93 million yuan in a private equity fund focused on high-tech innovation [4] - Boteng Co. plans to acquire a portion of the Yifeng Yunding Fund for 1 yuan, with a commitment to contribute 20 million yuan, targeting investments in the healthcare sector [4][9] Group 2: Industry Trends - Multiple pharmaceutical companies, including Huilong Pharmaceutical, Yingke Medical, and Pianzaihuang, have made similar fund investments this year, indicating a growing trend in the industry [6] - Huilong Pharmaceutical's recent investment focuses on late-stage clinical projects with clear commercial potential, while Pianzaihuang has engaged in several fund investments, emphasizing a strategic approach to enhance core competitiveness [6][10] Group 3: Strategic Benefits - Investing in funds allows pharmaceutical companies to access cutting-edge technologies and market dynamics, potentially leading to future business expansions and technology introductions [5][8] - The strategy also facilitates partnerships within the industry, enhancing resource sharing and competitive advantages [5][8] Group 4: Investment Focus - The funds being invested in primarily target the biopharmaceutical sector, with a focus on innovative drugs, high-end medical devices, and health technology [9][10] - Furuya Medical's targeted fund emphasizes international cooperation and strategic emerging industries, with at least 50% of investments directed towards biopharmaceuticals and health technology [9][10]