| 证券代码：300078 | 证券简称：思创医惠 公告编号：2024-065 | | --- | --- | | 债券代码：123096 | 债券简称：思创转债 | 思创医惠科技股份有限公司 第五届董事会第四十一次会议决议公告 表决结果：7 票同意，0 票反对，0 票弃权。 具体内容详见公司同日披露于巨潮资讯网（http://www.cninfo.com.cn） 的《关于不向下修正"思创转债"转股价格的公告》（公告编号：2024- 066）。 2、审议通过了《关于投资设立全资孙公司的议案》 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。 一、董事会会议召开情况 思创医惠科技股份有限公司（以下简称"公司"）第五届董事会第四十一 次会议于 2024 年 5 月 6 日以通讯方式召开。会议通知于 2024 年 5 月 6 日通过 电子邮件、电话方式送达各位董事，经全体董事一致同意，本次会议豁免通知 期限要求。本次会议应出席董事 7 人，实际出席董事 7 人。会议由董事长朱以 明先生召集并主持，公司监事和高级管理人员列席了会议。本次会议召集、召 开和表决程序符合《公 ...

2、2024 年 5 月 6 日，公司召开第五届董事会第四十一次会议，审议通过 了《关于不向下修正"思创转债"转股价格的议案》，公司董事会决定本次不 向下修正"思创转债"转股价格，同时在未来一个月内（即 2024 年 5 月 7 日至 2024 年 6 月 6 日），如再次触发"思创转债"转股价格向下修正条款，亦不提 出向下修正方案。下一触发转股价格修正条件的期间从 2024 年 6 月 7 日重新起 算，若再次触发"思创转债"转股价格的向下修正条款，届时公司董事会将再 次召开会议决定是否行使"思创转债"转股价格的向下修正权利。 一、可转换公司债券发行上市情况 | 证券代码：300078 | 证券简称：思创医惠 公告编号：2024-066 | | --- | --- | | 债券代码：123096 | 债券简称：思创转债 | 思创医惠科技股份有限公司 关于不向下修正"思创转债"转股价格的公告 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。 特别提示： 1、自 2024 年 4 月 10 日至 2024 年 5 月 6 日，思创医惠科技股份有限公司 （以下简称" ...

Financial Performance - The company's operating revenue for 2020 was ¥1,374,795,956, a decrease of 10.67% compared to ¥1,573,993,606 in 2019[17]. - The net profit attributable to shareholders was ¥15,111,013.86, representing a significant decline of 86.75% from ¥147,607,911.10 in the previous year[17]. - The net cash flow from operating activities was negative at ¥8,034,958.61, a decrease of 300.07% compared to ¥4,016,052.21 in 2019[17]. - The total assets at the end of 2020 increased by 10.91% to ¥4,650,364,987 from ¥4,224,616,751 in 2019[18]. - The total equity attributable to shareholders decreased by 1.25% to ¥2,822,606,785 from ¥2,891,926,589 in 2019[18]. - The company reported a basic earnings per share of ¥0.020, down 85.71% from ¥0.18 in 2019[17]. - In Q4 2020, the operating revenue was ¥407,763,482.04, with a net profit attributable to shareholders of -¥9,524,193.27[20]. - The company reported a strong focus on R&D, with new technologies developed in areas like patient management and clinical data analysis, indicating a commitment to innovation[43]. - The company achieved significant R&D results with costs significantly lower than industry peers, establishing a solid foundation for systematic single-disease AI operation services[52]. - The company reported a total expected daily related transactions of no more than RMB 54 million with several related parties for the year 2020[175]. Dividend Distribution - The company plans to distribute a cash dividend of RMB 0.13 per 10 shares to all shareholders, based on a total of 869,411,466 shares[4]. - The total cash dividend distributed for the year 2020 was CNY 11,302,349.06, representing 74.80% of the net profit attributable to shareholders[145]. - The cash dividend per 10 shares was CNY 0.13 (including tax), based on a total share capital of 869,411,466 shares[143]. - The cash dividend amount for 2019 was CNY 15,649,406.39, which accounted for 13.72% of the net profit attributable to shareholders[145]. - The cash dividend amount for 2018 was CNY 14,541,936.01, representing 10.14% of the net profit attributable to shareholders[145]. - The company has maintained a consistent cash dividend policy, with no changes to the distribution ratio despite fluctuations in total share capital due to various corporate actions[142]. - The cash dividend for 2020 was 100% of the total profit distribution amount, indicating a complete payout of available profits[142]. - The company has not proposed any ordinary cash dividend distribution plan for the current reporting period despite having positive distributable profits[145]. Research and Development - The company's total R&D investment reached 208.82 million yuan, accounting for 15.19% of revenue, with a year-on-year growth of 29.54%[38]. - The company is focusing on developing an Industrial IoT platform to enhance service capabilities in the industrial manufacturing sector[79]. - The company is working on an intelligent medication dispenser using IoT and AI to improve medication adherence for elderly patients[81]. - The company achieved a 95% success rate in developing a knowledge graph-based clinical decision support system and medical research services, indicating significant advancements in precision medicine with broad market prospects[82]. - The company is developing an AI-based clinical decision support system with a 70% success rate, focusing on enhancing diagnostic capabilities for diseases such as lung cancer and coronary heart disease[83]. Market Expansion and Strategy - The company aims to expand its market presence both domestically and internationally, primarily targeting large and medium-sized hospitals and healthcare institutions[32]. - The company is actively pursuing partnerships and collaborations to enhance its product offerings and market reach, indicating a strategy for growth through alliances[43]. - The company is transitioning its smart medical business from a system sales model to an operational service model, aiming for stable service revenue[60]. - The company is exploring potential mergers and acquisitions to accelerate growth and expand its technological capabilities in the healthcare sector[43]. - The company is facing intensified competition in both the smart healthcare and commercial intelligence sectors, necessitating continuous innovation and market adaptation[127]. Risk Management - The company emphasizes the importance of risk management in its future development outlook, as detailed in the report[4]. - The company is actively managing accounts receivable risks, focusing on improving collection processes to reduce cash flow impacts from slow receivables[130]. - The company is committed to using appropriate currency management tools and insurance to mitigate risks from exchange rate fluctuations[130]. - The company acknowledges potential goodwill impairment risks from acquisitions, particularly if future performance does not meet expectations[132]. - The company is aware of the impact of the COVID-19 pandemic on its business operations, particularly in export sales and timely collections[130]. Corporate Governance - The report confirms that all board members attended the meeting to review the annual report, ensuring governance and accountability[4]. - The company is focusing on improving its internal control systems and governance structure to enhance operational efficiency and risk management[65]. - The company has committed part of the raised funds to be invested in planned projects, with some funds temporarily used for liquidity and structured deposits[105]. - The company has not experienced any major changes in the measurement attributes of its main assets during the reporting period[96]. - The company has no significant related party transactions during the reporting period[171]. Technology and Innovation - The company aims to build a "smart medical ecosystem" through its E-SMART 3.0 solution, enhancing user experience and addressing issues of fragmented medical data[38]. - The company launched the E-SMART 3.0 smart medical cloud ecosystem service system, enhancing hospital information design and solution delivery capabilities[54]. - The company is leveraging its experience in non-core medical operations to expand into core medical operational services, aiming to improve revenue structure and profitability[60]. - The company is recognized as one of the largest RFID technology research and production bases globally, with stable partnerships with over 300 clients and agents[119]. - The company has developed and passed several international standards in healthcare information technology, marking a breakthrough for China in this field[116].

Financial Performance - The company's operating revenue for 2019 was CNY 1,539,064,250.50, representing an increase of 18.88% compared to CNY 1,294,633,555.55 in 2018[18]. - The net profit attributable to shareholders decreased by 20.48% to CNY 114,086,372.61 from CNY 143,472,605.91 in the previous year[18]. - The net profit after deducting non-recurring gains and losses was CNY 86,207,291.39, down 33.93% from CNY 130,481,298.93 in 2018[18]. - The net cash flow from operating activities improved significantly to CNY 4,016,052.21, a 278.45% increase from a negative CNY 2,250,476.51 in 2018[18]. - Total assets increased by 22.45% to CNY 4,192,899,452.06 at the end of 2019, compared to CNY 3,424,095,703.68 at the end of 2018[18]. - The net assets attributable to shareholders rose by 30.41% to CNY 2,858,405,050.70 from CNY 2,191,940,887.06 in 2018[18]. - The company reported a basic earnings per share of CNY 0.14, down 22.22% from CNY 0.18 in 2018[18]. - The company achieved operating revenue of 1,539.06 million yuan, an increase of 18.88% compared to the previous year[53]. - Operating profit was 131.35 million yuan, a decrease of 19.38% year-on-year[53]. - Net profit attributable to shareholders was 114.09 million yuan, down 20.48% from the previous year[53]. - Basic earnings per share were 0.14 yuan[53]. Research and Development - The company's R&D investment totaled 161.20 million yuan, accounting for 10.47% of operating revenue, indicating a continuous focus on innovation in smart medical and commercial intelligence sectors[43]. - The company focused on R&D in key technologies such as artificial intelligence and IoT, enhancing its smart healthcare service ecosystem[54]. - The company invested CNY 138.08 million in R&D, accounting for 8.97% of its revenue, indicating a continuous enhancement of its core competitiveness[58]. - Research and development (R&D) investment amounted to 161.20 million yuan in 2019, representing 10.47% of total revenue, an increase from 9.25% in 2018[95]. - The number of R&D personnel increased to 1,176 in 2019, accounting for 52.36% of the total workforce, up from 38.47% in 2018[95]. - The company continues to invest in the independent research and development of artificial intelligence technology, solidifying its leading position in the medical AI field[45]. - The company has obtained multiple software copyrights for various healthcare platforms, including the "Medical Education Platform Software V1.0" and "Wound Specialty Nursing System Software V1.0" in 2019[48]. - The focus on software innovation is expected to drive future growth, with an emphasis on improving healthcare delivery and patient management systems[48]. Market Strategy and Expansion - The company aims to become a leading provider of smart medical and IoT application solutions, leveraging five core technologies including IoT and AI[27]. - The company is committed to expanding its market presence and enhancing its product offerings in the IoT sector[11]. - The company aims to enhance healthcare resource allocation efficiency and improve grassroots medical service capabilities through its integrated medical community solutions[31]. - The company is actively developing new technologies, as evidenced by the registration of the "Smart Management System for Medical Supplies" and "Personnel Positioning System Software" in early 2019[48]. - The company plans to expand its market presence in Southeast Asia, targeting a 10% market share within the next two years[164]. - A strategic acquisition of a local competitor is expected to enhance the company's product offerings and customer base, with an estimated cost of $50 million[165]. - The company aims to launch two new products in Q2 2020, which are anticipated to contribute an additional $10 million in revenue[166]. - The company plans to transition its business model from system sales to operational service, enhancing revenue stability and cash flow through ongoing service income[137]. Dividend Policy - The company plans to distribute a cash dividend of 0.18 RMB per 10 shares to all shareholders, based on a total of 869,411,466 shares[5]. - The proposed cash dividend for 2019 is CNY 0.18 per 10 shares, totaling CNY 15,649,406.39, which represents 13.72% of the net profit[158]. - The cash dividend for 2018 was CNY 0.18 per 10 shares, totaling CNY 14,541,936.01, which accounted for 10.14% of the net profit[157]. - The cash dividend for 2017 was also CNY 0.18 per 10 shares, totaling CNY 14,541,936.01, representing 11.16% of the net profit[157]. - The cumulative undistributed profits as of the end of 2019 are CNY 137,964,083.98 for the parent company[156]. - The company has consistently maintained a cash dividend of CNY 0.18 per 10 shares over the past three years[157]. - The total cash dividends distributed over the past three years are CNY 15,649,406.39 for 2019, CNY 14,541,936.01 for 2018, and CNY 14,541,936.01 for 2017[158]. - The company’s retained earnings at the end of 2019 indicate a strong financial position for future distributions[156]. Technological Advancements - The company has developed an integrated platform technology for EAS and RFID, covering various industries including supply chain management and digital retail, enhancing operational management for clients[45]. - The AI cognitive engine ThinkGo is at the core of the company's efforts to improve clinical diagnosis and treatment levels through deep learning[45]. - The company collaborates with Baidu to promote the deep integration of AI technology in medical applications[45]. - The company has developed innovative IoT-based medical traceability management products, which significantly reduce labor costs for hospitals and enhance operational efficiency[59]. - The AI-driven medical service platform, supported by the company's proprietary AI engine ThinkGo, has been recognized as a leading application in the field of medical artificial intelligence[60]. - The company launched an "Internet + Nursing Service" platform, which has been well-received in the industry and expanded its reach to key hospitals across six pilot provinces and cities[61]. - The company secured multiple significant projects in the smart hospital sector, with individual project values exceeding CNY 10 million, enhancing its market presence[64]. - The company completed major IT infrastructure projects for hospitals, including a comprehensive information system upgrade for Guangzhou Women and Children's Medical Center within 18 months[66]. Corporate Governance and Compliance - The company emphasizes the importance of risk management in its future development outlook, as detailed in the report[5]. - The report highlights the company's commitment to ensuring the accuracy and completeness of its financial statements, as stated by the management[4]. - The company has appointed a board secretary and a securities affairs representative for investor relations[15]. - The company has established a stock option and restricted stock incentive plan involving 66 core technical and business personnel to enhance talent retention and motivation[75]. - The company has implemented an ERP information system project, which was completed in half the standard time, improving internal management efficiency[72]. - The company’s internal control audit was conducted by Tianjian Accounting Firm, which issued an internal control assurance report[181]. - The company has no significant litigation or arbitration matters during the reporting period[183]. - The company has no penalties or rectification situations during the reporting period[184].

Financial Performance - The company's revenue decreased due to project deployment delays caused by the COVID-19 pandemic, leading to a significant reduction in net profit[6]. - The company's operating revenue for 2021 was approximately ¥963.14 million, a decrease of 29.94% compared to ¥1.47 billion in 2020[22]. - The net profit attributable to shareholders was a loss of approximately ¥104.89 million, a significant decline of 4,634.62% from a profit of ¥15.11 million in 2020[22]. - The basic earnings per share for 2021 was -¥0.82, a decrease of 4,200.00% from ¥0.12 in 2020[22]. - The weighted average return on equity was -26.99% in 2021, down from 3.62% in 2020[22]. - The company's total revenue for 2021 was approximately ¥963.14 million, a decrease of 29.94% compared to ¥1.37 billion in 2020[96]. - The net profit attributable to shareholders was -685.23 million yuan, a decrease of 4634.62% year-on-year[69]. - The commercial intelligence segment generated ¥501.02 million, accounting for 52.02% of total revenue, down 15.05% from ¥589.77 million in 2020[96]. - The smart medical segment reported revenue of ¥462.12 million, representing 47.98% of total revenue, a significant decline of 41.13% from ¥785.02 million in 2020[96]. - Domestic sales were ¥583.90 million, which constituted 60.62% of total revenue, reflecting a decrease of 41.75% from ¥1.00 billion in 2020[96]. Strategic Partnerships and Technology Development - The company has established long-term strategic partnerships with several international firms, including Huawei, Baidu, and IBM, to enhance its technological capabilities[7]. - The company plans to continue focusing on five core technologies: IoT, artificial intelligence, big data interaction, microservices framework, and blockchain, to drive innovation in smart healthcare services[8]. - The company is focusing on expanding its market presence and enhancing its product offerings through new technologies and strategies[18]. - The company aims to leverage five core technologies: IoT, artificial intelligence, platform big data interaction, microservice framework, and blockchain to enhance its smart healthcare services[43]. - The company has established long-term strategic partnerships with international firms such as Huawei, IBM, and Intel to drive technological innovation in the smart healthcare sector[43]. Research and Development - The company invested a total of 214.21 million yuan in R&D, accounting for 22.24% of its revenue, with a year-on-year growth of 5.45%[55]. - The company has developed over 60 single-disease data resource libraries and clinical auxiliary robots for diseases such as echinococcosis and breast cancer, leveraging its proprietary THINKGO+ cognitive engine[57]. - The company has completed the development of a clinical decision support system based on a medical knowledge graph, which is expected to significantly advance precision medicine and has a broad market prospect[110]. - The company is working on an artificial intelligence-based clinical decision support system, targeting diseases such as esophageal cancer and congenital heart disease, with a goal of achieving an accuracy rate of no less than 90% in decision support[115]. - The company has completed the development of an AI-based stethoscope system, which aims to improve diagnostic accuracy and enhance the company's core competitiveness in the medical field[116]. Market Trends and Growth Projections - By 2024, the total IT expenditure in China's healthcare industry is projected to reach RMB 104.15 billion, with the healthcare application software solutions market expected to grow to RMB 32.72 billion, reflecting a compound annual growth rate of over 15%[7]. - The company is positioned in the smart healthcare industry, which is expected to grow significantly, with a projected IT spending market size of ¥104.15 billion by 2024[39]. - The RFID industry in China is projected to grow from a market value of 136 billion yuan in 2020 to over 350 billion yuan by 2025, indicating significant growth potential[47]. Operational Challenges - The company has faced uncertainty regarding its ability to continue as a going concern, as indicated in the recent audit report[28]. - The company reported a negative net profit for the last three accounting years when excluding non-recurring gains and losses, indicating ongoing financial challenges[28]. - The company has implemented retrospective adjustments for financial statements from 2019 to 2022 due to accounting errors related to inflated revenue[26]. - The company has recognized a growing market for smart medication systems, with a focus on developing a mass-produced version tailored for domestic use, capitalizing on the increasing number of cardiovascular patients[116]. Governance and Compliance - The company has established a comprehensive governance structure, ensuring compliance with relevant laws and regulations, and conducted two shareholder meetings during the reporting period[168]. - The company has no controlling shareholder, maintaining independence in operations and decision-making processes[168]. - The company has implemented a rigorous impairment testing process for goodwill and other long-term investments to manage potential asset devaluation risks[164]. - The company has maintained compliance with relevant laws and regulations, ensuring the integrity of its governance practices[193]. Future Outlook - The company anticipates a revenue growth of 15% for the next fiscal year, driven by new product launches and market expansion strategies[67]. - The company plans to expand its market presence in Southeast Asia, targeting a 20% market share by 2025[67]. - The company is committed to enhancing its smart business solutions by utilizing its full industry chain advantages from chip development to system integration[153]. - The company aims to create a seamless service experience for patients through IoT and AI technologies, enabling features like online registration and automated payment[155].

Financial Performance - The company reported a significant loss due to extended delivery cycles and increased costs, resulting in a challenging performance in the overall weak environment [4]. - The company's operating revenue for 2022 was CNY 1,115,911,058.33, representing a 15.86% increase compared to CNY 961,549,939.60 in 2021 [27]. - The net loss attributable to shareholders for 2022 was CNY 877,948,482.50, a decrease of 28.13% from CNY 727,023,296.00 in 2021 [27]. - The net cash flow from operating activities for 2022 was CNY 105,192,708.38, showing a significant decline of 178.48% compared to CNY 134,041,273.63 in 2021 [27]. - The total assets at the end of 2022 were CNY 3,634,654,155.96, a decrease of 24.98% from CNY 4,863,530,760.78 at the end of 2021 [27]. - The net assets attributable to shareholders at the end of 2022 were CNY 1,244,094,346.64, down 41.02% from CNY 2,180,294,680.75 at the end of 2021 [27]. - The company reported a basic and diluted earnings per share of -CNY 1.06 for 2022, a decrease of 29.27% from -CNY 0.87 in 2021 [27]. - The weighted average return on net assets for 2022 was -52.45%, compared to -27.64% in 2021 [27]. - The company reported non-recurring gains of ¥18.92 million in 2022, down from ¥75.59 million in 2021, indicating a decline in non-operating income [38]. - The company achieved a revenue of 1,115.91 million yuan in 2022, representing a year-over-year growth of 15.86% [77]. Market and Business Strategy - The core business focuses on smart healthcare, leveraging IoT, big data, AI, and blockchain technologies to enhance patient safety and clinical efficiency [5]. - The company plans to continue focusing on innovation, differentiated products, and standardized systems to improve customer experience [6]. - The company aims to support the "Thirteenth Five-Year Plan" and the "Action Plan for Promoting High-Quality Development of Public Hospitals (2021-2025)" [6]. - The company is committed to enhancing the comprehensive capabilities of county hospitals, with a target of 1,000 county hospitals achieving tertiary hospital service levels by 2025 [6]. - The company plans to enhance its market expansion strategies and invest in new product development to improve future performance [27]. - The company is actively pursuing strategies to expand its market presence and improve its operational capabilities in response to industry challenges [42]. - The company aims to leverage five core technologies: IoT, artificial intelligence, big data interaction, microservices architecture, and blockchain to drive innovation in smart healthcare services [46]. - The company is focusing on integrating advanced technologies such as AI and IoT to enhance its product offerings in the smart healthcare sector [43]. - The company is committed to building a full industry chain layout centered on smart healthcare, smart business, smart health, and smart elderly care [52]. Research and Development - The company has established over 10 technology innovation research and development centers and has participated in more than 20 national major research projects [6]. - The company has invested CNY 203.77 million in R&D, accounting for 18.38% of its revenue, which represents a year-on-year decrease of 4.87% [66]. - The company is focusing on the development of wireless data transmission systems for smart healthcare, targeting efficiency and error reduction in medication management [114]. - The company has developed a clinical decision support system for esophageal cancer, congenital heart disease, and sepsis, with a goal of achieving an accuracy rate of at least 90% [120]. - The company is developing personalized rehabilitation aids with real-time positioning and fall alert modules, targeting elderly and disabled populations [119]. - The company has developed over 60 single-disease data resource libraries and application service platforms based on its THINKGO medical AI cognitive engine [79]. - The company is actively enhancing its clinical knowledge base and integrated electronic medical record systems, with multiple software versions released in April 2022 [71]. Partnerships and Collaborations - The company has established long-term strategic partnerships with international firms such as Huawei, Baidu, and IBM, positioning itself as a leading provider of smart medical solutions in China [46]. - The company has established stable partnerships with over 300 clients and agents globally, exporting products to more than 70 countries and regions [51]. - The company is collaborating with Yunhai Chain Holdings to integrate blockchain technology into smart medical applications, addressing industry pain points [161]. Regulatory and Compliance - The company is currently under investigation by the China Securities Regulatory Commission for alleged information disclosure violations, which may impact its operations [170]. - The company has implemented a comprehensive internal control system to manage risks and ensure normal business operations [177]. - The company ensures compliance with information disclosure obligations, adhering to principles of fairness, justice, and openness [176]. Governance and Management - The company held 3 shareholder meetings during the reporting period, including 1 annual and 2 extraordinary meetings, ensuring equal treatment of all shareholders [174]. - The board of directors consists of 7 members, including 3 independent directors, meeting the legal requirements for governance structure [175]. - The company has a structured governance framework in place, ensuring compliance with regulations [181]. - The management team includes experienced professionals with varying backgrounds in finance and operations [182]. - The company is focused on maintaining shareholder engagement through regular meetings and transparent communication [180]. Future Outlook - The company provided a positive outlook for 2023, projecting a revenue growth of 20% to 1.8 billion yuan, driven by new product launches and market expansion efforts [200]. - The company is focusing on market expansion, targeting an increase in market share by 15% in the next fiscal year through strategic partnerships and marketing initiatives [200]. - The management team emphasized the importance of innovation, with 10% of revenue earmarked for research and development in 2023 [200].

Financial Performance - The company's revenue for Q1 2024 was ¥198,888,851.70, a decrease of 15.42% compared to ¥235,156,485.53 in the same period last year[6] - The net profit attributable to shareholders was -¥67,764,977.31, an improvement of 11.61% from -¥76,663,823.76 year-on-year[6] - The net cash flow from operating activities decreased by 47.20% to ¥25,518,697.95, down from ¥48,334,123.98 in the previous year[6] - The weighted average return on equity was -7.81%, a decrease of 1.78% from -6.03% in the previous year[6] - The company reported a net loss of ¥68,576,893.20 for the current period, compared to a net loss of ¥80,567,340.48 in the previous period, showing an improvement of about 15%[30] - The total comprehensive loss for the current period was ¥68,984,875.95, compared to a loss of ¥85,664,791.57 in the previous period, reflecting an improvement of about 19.5%[31] Assets and Liabilities - Total assets at the end of the reporting period were ¥2,518,345,759.65, a decline of 2.85% from ¥2,592,337,624.35 at the end of the previous year[6] - The equity attributable to shareholders increased by 10.49% to ¥546,959,564.05, compared to ¥495,038,972.85 at the end of the previous year[6] - The total liabilities decreased to RMB 1,959,138,728.27 from RMB 2,084,592,658.95, indicating a reduction of about 6%[27] - The company’s non-current liabilities decreased to RMB 729,666,802.38 from RMB 846,181,860.46, a decline of about 13.8%[27] Cash Flow - The net cash flow from investing activities surged by 263.97% to ¥169,699,667.33, compared to ¥46,624,978.92 in the same period last year[9] - Cash and cash equivalents at the end of the period increased to ¥482,439,364.81 from ¥425,848,954.45, reflecting a net increase of approximately 13.3%[35] - The company’s investment activities generated a net cash flow of ¥169,699,667.33, compared to ¥46,624,978.92 in the previous period, marking a substantial increase[34] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 44,532[11] - Major shareholder Cangnan Sijia Internet of Things Intelligent Partnership increased its stake from 6.00% to 7.32% by acquiring 11,541,001 shares for a total of 39,890,779.25 RMB between February 9 and March 8, 2024[18] - The company’s major shareholders include Cangnan Sijia with 63,890,185 shares (7.32%), and other significant shareholders include Zhang Yuan and Duan Liping[12] - The company’s stockholder structure indicates a concentration of ownership among a few key investors, which may impact governance and strategic decisions[12] Management and Governance - The company was fined 85.7 million RMB by the China Securities Regulatory Commission for regulatory violations, and the former chairman received a 10-year market ban[14] - The company received a public reprimand from the Shenzhen Stock Exchange for governance issues involving its management[15] - The company’s financial performance and future outlook were discussed, emphasizing the importance of maintaining investor confidence[18] - The company’s former chairman, Zhang Lizhong, resigned on January 4, 2024, and was replaced by Zhu Yiming[16] Operational Changes - The company changed its registered address to Wenzhou, Cangnan, from Hangzhou, to align with its operational needs[19] - The company has not disclosed any new product developments or market expansion strategies in the recent reports[12] Financial Instruments - The company issued 8.17 million convertible bonds with a total value of RMB 81.7 million, with a coupon rate of 1.00%[22] - The conversion price for the convertible bonds was adjusted downwards to RMB 3.58 per share, effective from February 28, 2024[22] - In Q1 2024, the company converted 1,356,308 convertible bonds into 37,885,114 shares, leaving 5,237,622 convertible bonds outstanding[23] Research and Development - Research and development expenses were ¥32,012,601.95, slightly down from ¥33,460,399.84, indicating a decrease of about 4.3%[29] Audit and Compliance - The first quarter report has not been audited[36] - The new accounting standards will be implemented starting in 2024[36]

思创医惠科技股份有限公司 董事会关于独立董事独立性情况的专项报告 思创医惠科技股份有限公司（以下简称"公司"）董事会根据《上市公司独 立董事管理办法》《深圳证券交易所上市公司自律监管指引第 2 号——创业板上 市公司规范运作》及《独立董事工作制度》等相关法律、法规和规章制度的规定 和要求，就公司在任独立董事赵合宇先生、刘银先生、梁立先生的独立性情况进 行评估并出具如下专项意见： 经核查，公司独立董事赵合宇先生、刘银先生、梁立先生已向公司出具《独 立董事独立性自查报告》，上述人员未在公司担任除独立董事以外的任何职务， 也未在公司主要股东公司担任任何职务，与公司以及主要股东之间不存在利害关 系或其他可能妨碍其进行独立客观判断的关系，不存在任何影响独立董事独立性 的情况，符合《上市公司独立董事管理办法》《深圳证券交易所上市公司自律监 管指引第 2 号——创业板上市公司规范运作》等相关法律法规、规章制度中关于 独立董事独立性的要求。 思创医惠科技股份有限公司董事会 2024 年 4 月 26 日 ...

公司对 2024 年度日常关联交易情况进行了估算，具体情况如下： | 证券代码：300078 | 证券简称：思创医惠 | 公告编号：2024-051 | | --- | --- | --- | | 债券代码：123096 | 债券简称：思创转债 | | 思创医惠科技股份有限公司 关于 2024 年度日常关联交易预计的公告 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。 一、日常关联交易基本情况 （一）日常关联交易概述 因生产经营和业务发展需要，思创医惠科技股份有限公司（以下简称"公司"） 及公司控股子公司预计 2024 年度将继续与上海泽信软件有限公司（以下简称"上 海泽信"）发生日常关联交易，拟向上海泽信采购产品的交易金额预计不超过 800 万元；拟向上海泽信销售产品、商品的交易金额预计不超过 800 万元。截至 2023 年 12 月 31 日，公司 2023 年度同类交易预计发生总金额为 4,000 万元，实际发 生总金额为 1,764.04 万元。 公司于 2024 年 4 月 24 日召开第五届董事会第四十次会议、第五届监事会 第二十四次会议，分别审 ...

中信证券股份有限公司 关于思创医惠科技股份有限公司 2023 年度募集资金存放与使用情况的核查意见 中信证券股份有限公司（以下简称"中信证券"、"保荐机构"）作为思创医 惠科技股份有限公司（以下简称"思创医惠"、"公司"）向不特定对象发行可转 换公司债券的保荐机构，根据《证券发行上市保荐业务管理办法》、《深圳证券交 易所创业板股票上市规则》等有关规定，对思创医惠 2023 年度募集资金存放与 使用情况进行了审慎核查，并出具核查意见如下： 一、募集资金基本情况 主承销商中信证券股份有限公司采用向不特定对象发行方式，发行可转换公司债 券 8,170,000 张，每张面值为人民币 100.00 元，按面值发行，发行总额为人民币 81,700.00 万元，坐扣承销和保荐费用 999.00 万元后的募集资金为 80,701.00 万元， 已由主承销商中信证券股份有限公司于 2021 年 2 月 1 日汇入公司募集资金监管 账户。另减除律师费、会计师费用、资信评级费和发行手续费等与发行可转换公 司债券直接相关的外部费用 210.62 万元(含税)，加上可予抵扣的增值税进项税额 68.47 万元后，公司本次募集资金净额为 ...