北京德恒（杭州）律师事务所 关于迪安诊断技术集团股份有限公司 2024年年度股东大会的 法律意见书 杭州市上城区新业路 200 号华峰国际商务大厦 10-11 楼 邮编：310016 电话：(+86)0571-86508080 传真：(+86)0571-87357755 北京德恒（杭州）律师事务所 关于迪安诊断技术集团股份有限公司 2024年年度股东大会的法律意见书 北京德恒（杭州）律师事务所 关于迪安诊断技术集团股份有限公司 2024年年度股东大会的 根据相关法律、法规的要求，按照律师行业公认的业务标准、道德规范和勤 1 北京德恒（杭州）律师事务所 关于迪安诊断技术集团股份有限公司 2024年年度股东大会的法律意见书 勉尽责精神，本所律师出具如下意见： 法律意见书 德恒【杭】书（2025）第 05089 号 致：迪安诊断技术集团股份有限公司 迪安诊断技术集团股份有限公司（下称"公司"）2024 年年度股东大会（下 称"本次股东大会"）于 2025 年 5 月 30 日（星期五）14:00 在杭州市西湖区三 墩镇金蓬街 329 号召开。北京德恒（杭州）律师事务所（下称"本所"）受公司 委托，指派本所律师出席本 ...

一、会议召开和出席情况 1、会议召开时间 证券代码：300244 证券简称：迪安诊断 公告编号：2025-022 迪安诊断技术集团股份有限公司 2024 年年度股东大会决议公告 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、本次股东大会未出现否决议案的情形。 2、本次股东大会不涉及变更以往股东大会已通过的决议。 （1）现场会议时间：2025 年 5 月 30 日（星期五）14:00。 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的具体时 间为：2025 年 5 月 30 日 9:15-9:25、9:30-11:30、13:00-15:00；通过深圳证券交易 所互联网投票系统的具体时间为：2025 年 5 月 30 日 9:15-15:00。 2、会议召开地点：杭州市西湖区三墩镇金蓬街 329 号。 3、会议召开方式：本次股东大会以现场投票与网络投票相结合的方式召开。 4、会议召集人：公司董事会。 5、会议主持人：洪汉华先生。 6、会议出席情况： 通过现场和网络投票的股东 280 人（含股东授权代表，下同），代表股份 171,04 ...

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 16.80 CNY based on a 24x PE for 2025 [2][4]. Core Views - The company's revenue for 2024 is projected to decline by 9.0% year-on-year, with a significant drop in net profit expected to be -3.57 billion CNY, reflecting a 216.2% decrease compared to the previous year [8]. - The first quarter of 2025 shows a revenue decline of 20.45% year-on-year, with a net profit of -0.21 billion CNY, indicating a 190.66% decrease [8]. - The company is focusing on improving operational efficiency and has achieved a gross margin of 26.39% in Q1 2025, which is an increase of 0.86 percentage points year-on-year [8]. Financial Performance Summary - **Revenue Forecast**: - 2023: 13,408 million CNY - 2024: 12,196 million CNY (down 33.9%) - 2025: 12,751 million CNY (up 4.5%) - 2026: 13,389 million CNY (up 5.0%) - 2027: 14,304 million CNY (up 6.8%) [3][10] - **Net Profit**: - 2023: 307 million CNY - 2024: -357 million CNY (down 78.6%) - 2025: 435 million CNY (up 221.7%) - 2026: 633 million CNY (up 45.6%) - 2027: 881 million CNY (up 39.1%) [3][10] - **Earnings Per Share (EPS)**: - 2023: 0.49 CNY - 2024: -0.57 CNY - 2025: 0.70 CNY - 2026: 1.01 CNY - 2027: 1.41 CNY [3][10] - **Gross Margin**: - 2023: 31.3% - 2024: 28.0% - 2025: 28.5% - 2026: 29.0% - 2027: 29.5% [3][10] - **Net Margin**: - 2023: 2.3% - 2024: -2.9% - 2025: 3.4% - 2026: 4.7% - 2027: 6.2% [3][10] Strategic Initiatives - The company is enhancing its diagnostic services, with a revenue of 45.20 billion CNY in 2024, a decrease of 12.86% year-on-year, while focusing on key clients and diseases [8]. - The introduction of AI technology is being accelerated, with the launch of the "Dian Medical Inspection Big Model" in collaboration with Huawei Cloud [8].

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 16.80 CNY based on a 24x PE for 2025 [2][4]. Core Views - The company's revenue for 2024 is projected to decline by 9.0% year-on-year, with a significant drop in net profit expected to be -3.57 billion CNY, reflecting a 216.2% decrease compared to the previous year [8]. - The first quarter of 2025 shows a revenue decline of 20.45% year-on-year, with a net profit of -0.21 billion CNY, indicating a 190.66% decrease [8]. - The company is focusing on improving operational efficiency and has achieved a gross margin of 26.39% in Q1 2025, which is an increase of 0.86 percentage points year-on-year [8]. Financial Summary - **Revenue Forecast**: - 2023: 13,408 million CNY - 2024: 12,196 million CNY (down 33.9%) - 2025: 12,751 million CNY (up 4.5%) - 2026: 13,389 million CNY (up 5.0%) - 2027: 14,304 million CNY (up 6.8%) [3][10] - **Net Profit**: - 2023: 307 million CNY - 2024: -357 million CNY (down 78.6%) - 2025: 435 million CNY (up 221.7%) - 2026: 633 million CNY (up 45.6%) - 2027: 881 million CNY (up 39.1%) [3][10] - **Earnings Per Share (EPS)**: - 2023: 0.49 CNY - 2024: -0.57 CNY - 2025: 0.70 CNY - 2026: 1.01 CNY - 2027: 1.41 CNY [3][10] - **Gross Margin**: - 2023: 31.3% - 2024: 28.0% - 2025: 28.5% - 2026: 29.0% - 2027: 29.5% [3][10] - **Net Margin**: - 2023: 2.3% - 2024: -2.9% - 2025: 3.4% - 2026: 4.7% - 2027: 6.2% [3][10] Business Strategy and Developments - The company is accelerating its digital transformation and has launched the "Dian Medical Inspection Big Model" in collaboration with Huawei Cloud [8]. - The company has seen a steady growth in its diagnostic services, with a revenue of 45.20 billion CNY in 2024, down 12.86% year-on-year, but with significant growth in key disease areas [8]. - The company has also made strides in cost reduction and efficiency improvements, achieving a reduction of approximately 100 million CNY in costs through local procurement of key consumables [8].

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 16.80 CNY based on a 24x PE for 2025 [2][4]. Core Views - The company's revenue for 2024 is projected to decline by 9.0% year-on-year, with a significant drop in net profit expected to be -3.57 billion CNY, reflecting a 216.2% decrease compared to the previous year [8]. - The first quarter of 2025 shows a revenue decline of 20.45% year-on-year, with a net profit of -0.21 billion CNY, indicating a 190.66% decrease [8]. - The company is focusing on improving operational efficiency and has achieved a gross margin of 26.39% in Q1 2025, which is an increase of 0.86 percentage points year-on-year [8]. - The company is accelerating its digital transformation and has launched the "Dian Medical Inspection Big Model" in collaboration with Huawei Cloud, marking significant advancements in AI technology within the industry [8]. Financial Summary - The company's financial performance is summarized as follows: - Revenue (in million CNY): 2023A: 13,408; 2024A: 12,196; 2025E: 12,751; 2026E: 13,389; 2027E: 14,304 [3][10]. - Year-on-year growth rates: 2023A: -33.9%; 2024A: -9.0%; 2025E: 4.5%; 2026E: 5.0%; 2027E: 6.8% [3][10]. - Net profit attributable to the parent company (in million CNY): 2023A: 307; 2024A: -357; 2025E: 435; 2026E: 633; 2027E: 881 [3][10]. - Earnings per share (CNY): 2023A: 0.49; 2024A: -0.57; 2025E: 0.70; 2026E: 1.01; 2027E: 1.41 [3][10]. - Gross margin (%): 2023A: 31.3%; 2024A: 28.0%; 2025E: 28.5%; 2026E: 29.0%; 2027E: 29.5% [3][10].

Group 1 - The core viewpoint of the news is that Dian Diagnostics has experienced a significant decline in both revenue and net profit in the first quarter of 2025, indicating potential challenges for the company [1] - As of the first quarter of 2025, Dian Diagnostics reported a revenue of 2.365 billion yuan, a year-on-year decrease of 20.45%, and a net profit loss of approximately 21 million yuan, a year-on-year decline of 190.66% [1] - The company's latest closing stock price was 14.25 yuan, down 3.46%, with a market-to-book ratio of 1.36 and a total market capitalization of 8.906 billion yuan [1] Group 2 - Dian Diagnostics is primarily engaged in providing disease-oriented in vitro diagnostic products and medical testing services to various healthcare institutions, including hospitals and community health service centers [1] - The company has 11 institutional investors holding a total of 55.2263 million shares, with a combined market value of 877 million yuan [1] - The average price-to-earnings (PE) ratio for the industry is significantly higher at 37.94 compared to Dian Diagnostics' PE ratio of -22.18, indicating a potential undervaluation relative to industry peers [2]

Group 1 - Dian Diagnostics has experienced a decline for five consecutive trading days, with a cumulative drop of -6.87% [1] - The company focuses on third-party diagnostic services and aims to provide integrated medical diagnostic solutions [1] - Huajing Fund's Huajing CSI Medical ETF is among the top ten shareholders of Dian Diagnostics, having increased its holdings in the first quarter of this year [1] Group 2 - The performance of Huajing CSI Medical ETF shows a year-to-date return of -1.65%, ranking 2583 out of 3435 in its category [2] - The ETF's performance over different periods includes a -0.34% return over the past week, a 3.68% return over the past month, and a -8.02% return over the past three months [2] - The average performance of similar funds shows a year-to-date return of 1.64%, indicating that Huajing CSI Medical ETF is underperforming compared to its peers [2] Group 3 - The fund manager of Huajing CSI Medical ETF is Hu Jie, who has extensive experience in the financial sector and has been with Huajing Fund since June 2006 [3][4] - Hu Jie has managed various funds, including the Huajing CSI Medical Index Fund and the Huajing CSI 180 Growth ETF, demonstrating a strong track record in fund management [3][4] - Hu Jie holds a master's degree in finance and has served in multiple roles within Huajing Fund, showcasing her expertise in index investment [3][4]

Core Viewpoint - The event in Zhejiang aims to deepen the integration of education, technology, and industry, facilitating high-quality employment for graduates and attracting talent to high-tech enterprises [1] Group 1: Event Overview - The event gathered over 50 high-tech zones, nearly 200 enterprises, and around 100 universities to connect graduates with job opportunities [1] - The "Three Highs" linkage focuses on the integration of education, technology, and industry to enhance employment quality and talent attraction [1] Group 2: Talent Flow - The event featured interactive sessions where graduates consulted with companies about job openings and skill requirements [3] - Companies like Di'an Diagnostics expressed their need for not only fresh graduates but also interns in various functional roles [3] - The establishment of six employment internship bases aims to help students understand market demands and facilitate their transition into the workforce [3][4] Group 3: Innovation in Talent Mobility - The introduction of "Industry Professors" and "Technology Vice Presidents" aims to enhance collaboration between academia and industry, allowing for the exchange of practical experience and research [5] - Successful examples include professionals from companies taking on roles in universities to guide students and enhance their learning experience [5][6] Group 4: Technology and Research Flow - The event showcased significant technological achievements from universities, such as high-performance carbon fiber composite materials and innovative AR glasses, aimed at fostering partnerships with enterprises [7] - The release of a demand list for future industry technology products helps align university research with real-world business needs, promoting faster technology transfer [8] - The creation of a communication directory for "University-High-Tech Zone" collaboration aims to streamline connections and enhance value creation [8]

Group 1 - The DRG/DIP concept declined by 3.30%, ranking among the top declines in the concept sector, with notable declines in companies such as Chuangying Huikang, ST Yilianzhong, and Jiahe Meikang [1][2] - The DRG/DIP concept experienced a net outflow of 4.92 billion yuan in main funds, with 19 stocks seeing net outflows, and 13 stocks with outflows exceeding 10 million yuan [2] - The stock with the highest net outflow was Donghua Software, with a net outflow of 1.26 billion yuan, followed by Chuangying Huikang, Weining Health, and Dian Diagnosis [2][3] Group 2 - The top stocks with net outflows in the DRG/DIP concept included Donghua Software (-3.97%), Chuangying Huikang (-6.76%), and Weining Health (-4.60%) [2][3] - Conversely, the stocks with net inflows included Huaping Co., Guoke Hengtai, and Wanda Information, with net inflows of 238.84 million yuan, 166.15 million yuan, and 121.00 million yuan respectively [2]

Group 1: Company Strategy and AI Development - The company aims to strengthen its integrated "research-production-sales-inspection" industry chain to enhance overall competitiveness [1] - The digital development strategy has been refreshed to focus on becoming a leader in AI and big data-driven diagnostics, targeting various customer groups [2] - The company is accelerating its layout in the AI field, focusing on building a medical data platform and exploring vertical medical model applications [3] Group 2: Financial Performance and Challenges - The company reported a decrease in accounts receivable from 8.3 billion to 7.3 billion, recovering 1 billion, yet still faced a negative net profit in Q1 [28] - The company is actively managing long-term accounts receivable to improve operational efficiency and asset safety [11] - Despite a challenging financial environment, the company plans to maintain dividends, distributing 2.50 yuan per 10 shares [17] Group 3: Market Expansion and International Strategy - The company is cautiously expanding its overseas presence, particularly in Vietnam, and plans to participate in government-level medical cooperation projects [29] - The company is exploring new markets in Southeast Asia, leveraging its experience from the Vietnam laboratory [57] - The focus is on establishing partnerships with local hospitals to enhance market penetration [20] Group 4: Operational Efficiency and Cost Management - The company is implementing measures to optimize supply chain management and enhance operational efficiency through digitalization [12] - A strategic focus on high-quality development is being adopted, shifting from mere scale growth to profitability and healthy cash flow [11] - The company is committed to reducing costs and improving operational efficiency through standardization and information technology [13]