一、会议以 7 票同意、0 票反对、0 票弃权的结果审议通过了《关 于董事会会议豁免通知时限的议案》。 证券代码：300253 证券简称：卫宁健康 公告编号：2025-095 卫宁健康科技集团股份有限公司 第六届董事会第二十三次会议决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确、完 整，没有虚假记载、误导性陈述或重大遗漏。 卫宁健康科技集团股份有限公司（以下简称"公司"）于 2025 年11月 25日在公司会议室以现场和通讯方式召开了第六届董事会第 二十三次会议。经全体董事同意豁免会议通知时限的要求，以电话、 口头的方式发出。会议应出席董事 7 人，实际出席董事 7 人。本次董 事会的召集和召开符合《中华人民共和国公司法》和《公司章程》的 规定。会议由董事长刘宁主持，公司高级管理人员列席了本次董事会。 经与会董事表决，形成决议如下： 经审议，同意豁免公司第六届董事会第二十三次会议的通知期限， 并于 2025 年 11 月 25 日召开第六届董事会第二十三次会议。 二、会议以 7 票同意、0 票反对、0 票弃权的结果审议通过了《关 于选举公司第六届董事会副董事长的议案》。 根据《公司章程》的规定， ...

上海市广发律师事务所 关于卫宁健康科技集团股份有限公司 2025 年第二次临时股东会的法律意见书 致：卫宁健康科技集团股份有限公司 卫宁健康科技集团股份有限公司（以下简称"公司"）2025 年第二次临时 股东会于 2025 年 11 月 25 日在上海市静安区寿阳路 99 弄 9 号卫宁健康大厦 16 楼会议室召开。上海市广发律师事务所经公司聘请，委派陈洁律师、成赟律师出 席现场会议，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》"）等法律法规、其他规范性 文件以及《卫宁健康科技集团股份有限公司章程》（以下简称"《公司章程》"） 的规定，就本次股东会的召集和召开程序、召集人及出席会议人员的资格、会议 议案、表决方式和表决程序、表决结果和会议决议等出具本法律意见书。 为出具本法律意见书，本所律师对本次股东会所涉及的有关事项进行了审查， 查阅了相关会议文件，并对有关问题进行了必要的核查和验证。 公司已向本所保证和承诺，公司向本所律师所提供的文件和所作的陈述和说 明是完整的、真实的和有效的，有关原件及其上面的签字和印章是真实的，且一 切足以影响本法律意见书 ...

Market Overview - The software development sector increased by 0.83% on November 25, with Geer Software leading the gains [1] - The Shanghai Composite Index closed at 3870.02, up 0.87%, while the Shenzhen Component Index closed at 12777.31, up 1.53% [1] Top Gainers in Software Development Sector - Geer Software (603232) closed at 27.02, up 10.02% with a trading volume of 150,300 shares and a transaction value of 397 million [1] - Weston (301315) closed at 59.65, up 7.91% with a trading volume of 104,400 shares [1] - ST Dongtong (300379) closed at 3.02, up 7.86% with a trading volume of 1,878,100 shares [1] - Hanwang Technology (002362) closed at 24.00, up 7.82% with a trading volume of 348,900 shares [1] - Shimu Information (002153) closed at 12.30, up 7.52% with a trading volume of 2,100,200 shares [1] Top Losers in Software Development Sector - Yingfang Software (688435) closed at 53.96, down 6.51% with a trading volume of 75,200 shares and a transaction value of 423 million [2] - Huaxin Yongdao (920592) closed at 40.90, down 2.78% with a trading volume of 23,400 shares [2] - Yahua Electronics (301337) closed at 30.62, down 1.89% with a trading volume of 51,700 shares [2] - Zhizhen Technology (003007) closed at 38.13, down 1.85% with a trading volume of 85,900 shares [2] - Zhongwang Software (688083) closed at 73.04, down 1.58% with a trading volume of 19,400 shares [2] Capital Flow Analysis - The software development sector experienced a net outflow of 1.89 billion from institutional investors, while retail investors saw a net inflow of 1.948 billion [2][3] - Geer Software had a net inflow of 162 million from institutional investors, while retail investors had a net outflow of 83.76 million [3] - Hanwang Technology saw a net inflow of 143 million from institutional investors, with retail investors experiencing a net outflow of 85.63 million [3]

Market Overview - The Shanghai Composite Index rose by 0.87% on November 25, with 29 out of the 31 sectors experiencing gains, led by the communication and media sectors, which increased by 3.54% and 2.85% respectively [2] - The computer sector also saw an increase of 1.10% [2] Capital Flow - The net inflow of capital in the two markets was 13.215 billion yuan, with 19 sectors receiving net inflows [2] - The electronics sector had the highest net inflow of 5 billion yuan, followed closely by the communication sector with a net inflow of 4.881 billion yuan [2] Computer Sector Performance - In the computer sector, 336 stocks were tracked, with 273 stocks rising and 53 stocks declining [3] - The top three stocks with the highest net inflow were Rongji Software (4.25 billion yuan), South Network Digital (4.06 billion yuan), and Dahua Intelligent (1.90 billion yuan) [3] - The sector experienced a net outflow of 3.072 billion yuan, with the largest outflows from Zhongke Shuguang (7.75 billion yuan), Sanliu Ling (4.34 billion yuan), and Nanwei Software (2.04 billion yuan) [3][5] Top Gainers in Computer Sector - The top gainers in the computer sector included: - Rongji Software: +10.03%, turnover rate 47.81%, net inflow 425.13 million yuan - South Network Digital: +19.99%, turnover rate 55.02%, net inflow 406.37 million yuan - Dahua Intelligent: +10.02%, turnover rate 12.05%, net inflow 190.23 million yuan [4] Top Losers in Computer Sector - The top losers in the computer sector included: - Zhongke Shuguang: -0.44%, turnover rate 2.69%, net outflow -775.37 million yuan - Sanliu Ling: +1.15%, turnover rate 7.60%, net outflow -433.98 million yuan - Nanwei Software: -2.29%, turnover rate 22.81%, net outflow -204.03 million yuan [5]

Core Viewpoint - Weining Health reported that as of November 20, 2025, the number of shareholders is 112,359 [2] Company Summary - Weining Health has engaged with investors through an interactive platform to provide updates on shareholder numbers [2] - The company is actively monitoring its shareholder base, indicating a focus on investor relations and transparency [2]

Core Viewpoint - The AI medical sector experienced a significant increase of 3.48% on November 24, with leading stock performance from Sichuang Medical [1] Group 1: Market Performance - On November 24, the Shanghai Composite Index closed at 3836.77, up 0.05%, while the Shenzhen Component Index closed at 12585.08, up 0.37% [1] - The top-performing stocks in the AI medical sector included Sichuang Medical, which rose by 8.20% to a closing price of 4.88, and Chengdu Xian Dao, which increased by 6.61% to 22.90 [1] Group 2: Trading Volume and Capital Flow - The AI medical sector saw a net inflow of 136 million yuan from institutional investors, while retail investors contributed a net inflow of approximately 99.92 million yuan [1] - The trading volume for Sichuang Medical reached 2.345 million shares, with a transaction value of 1.11 billion yuan [1] Group 3: Individual Stock Capital Flow - Notable net inflows from institutional investors included 67.19 million yuan for Weining Health, 38.08 million yuan for Rundar Medical, and 33.69 million yuan for Jiuyuan Yinhai [2] - Conversely, retail investors showed net outflows in several stocks, including 47.88 million yuan for Weining Health and 55.12 million yuan for Jiuyuan Yinhai [2]

Group 1 - The core viewpoint of the news is that Weining Health's stock has seen a significant increase of 5.23%, reaching a price of 8.45 yuan per share, with a trading volume of 4.95 billion yuan and a turnover rate of 3.13%, resulting in a total market capitalization of 187.14 billion yuan [1] - Weining Health Technology Group Co., Ltd. is based in Shanghai and was established on April 7, 2004, with its listing date on August 18, 2011. The company specializes in the research, development, sales, and technical services of medical software, providing comprehensive solutions for the healthcare industry's information technology [1] - The revenue composition of Weining Health includes 84.65% from software and services, 7.89% from hardware sales, and 7.46% from internet healthcare, with no revenue from other sources [1] Group 2 - From the perspective of major fund holdings, one fund under Qianhai United Fund has heavily invested in Weining Health. The Qianhai United Yongjun Mixed A Fund (004693) held 8,000 shares in the third quarter, accounting for 4.68% of the fund's net value, making it the seventh-largest holding [2] - The Qianhai United Yongjun Mixed A Fund (004693) was established on January 29, 2018, with a latest scale of 927.2 million yuan. Year-to-date, it has achieved a return of 5.45%, ranking 6341 out of 8209 in its category, and a one-year return of 1.74%, ranking 7392 out of 8129. Since its inception, the fund has returned 59.16% [2] - The fund manager of Qianhai United Yongjun Mixed A is Zhang Yongren, who has been in the position for 5 years and 198 days. The total asset scale of the fund is 164 million yuan, with the best return during his tenure being 47.46% and the worst return being -23.73% [3]

Core Viewpoint - The stock of Weining Health has shown fluctuations in price and trading volume, with a notable increase of 2.24% on November 24, reaching 8.21 CNY per share, and a total market capitalization of 18.182 billion CNY [1] Financial Performance - For the period from January to September 2025, Weining Health reported a revenue of 1.296 billion CNY, reflecting a year-on-year decrease of 32.27%. The net profit attributable to shareholders was -241 million CNY, a significant decline of 256.10% compared to the previous year [2] - The company has distributed a total of 455 million CNY in dividends since its A-share listing, with 97.226 million CNY distributed over the last three years [3] Stock Market Activity - As of November 24, 2023, Weining Health's stock has increased by 14.91% year-to-date, with a recent 5-day increase of 1.48%, a 20-day decline of 6.39%, and a 60-day decline of 24.82% [1] - The company has appeared on the "龙虎榜" (a list of stocks with significant trading activity) twice this year, with the latest appearance on February 7 [1] Shareholder Information - As of October 31, 2023, Weining Health had 114,100 shareholders, an increase of 0.47% from the previous period. The average number of circulating shares per shareholder was 16,781, a decrease of 0.46% [2] - The top ten circulating shareholders include notable funds such as Huabao Zhongzheng Medical ETF and Yifangda Growth ETF, with some shareholders reducing their holdings [3] Business Overview - Weining Health, established on April 7, 2004, and listed on August 18, 2011, specializes in the research, development, sales, and technical services of medical software, providing comprehensive solutions for the healthcare industry's information technology [1] - The company's revenue composition includes 84.65% from software and services, 7.89% from hardware sales, and 7.46% from internet healthcare [1] Industry Classification - Weining Health is classified under the computer software development industry, specifically in vertical application software, and is associated with concepts such as Alibaba Cloud, AI models, domestic software, DeepSeek, and Xinchuang [2]

Core Viewpoint - The company, Weining Health, is actively engaging in both local and cloud deployment strategies for its WiNEX product, with local deployment currently being the mainstream model while cloud deployment is seen as a strategic growth direction [2]. Deployment Strategy - The WiNEX product is currently operational in hundreds of medical institutions across the country [2]. - Local deployment remains the dominant mode as users are gradually accepting cloud deployment [2]. - Cloud deployment has been successfully implemented in various projects, including those with Fosun Group and Longhua District in Shenzhen [2]. Strategic Partnerships - The company has established partnerships with major cloud service providers to enhance its cloud deployment capabilities [2]. - The dual deployment strategy addresses the core needs for system stability and data security in large hospitals while providing flexible cloud solutions for regional healthcare and medical alliances [2]. Future Growth Potential - The company anticipates that as the digital transformation of the healthcare industry progresses, particularly through deep collaborations with strategic partners like Huawei in AI technology, it will continue to optimize the elasticity and intelligence of its cloud products [2]. - The unique advantage of combining "dual deployment mode + deep integration of AI capabilities" is expected to accelerate the company's future development [2].

Group 1 - The core viewpoint of the article is that Weining Health's WiNGPT model utilizes data from all medical institutions with which the company has partnerships, rather than being limited to data from a single institution [2] Group 2 - The company responded to investor inquiries on November 19, indicating the collaborative nature of its data usage [2] - The WiNGPT model is designed to enhance data integration across multiple healthcare facilities [2] - This approach may provide a more comprehensive dataset for analysis and decision-making in healthcare [2]