证券代码：300253 证券简称：卫宁健康 公告编号：2025-093 卫宁健康科技集团股份有限公司 关于召开 2025 年第二次临时股东会的提示性公告 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。 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 10 日在巨潮资讯网上发布了《关于召开 2025 年第二次临 时股东会的通知》。本次会议将采取现场投票与网络投票相结合的 方式进行，现将会议有关事项提示如下： 一、召开会议的基本情况 1、股东会届次：2025 年第二次临时股东会 2、股东会的召集人：董事会 3、本次会议的召集、召开符合《中华人民共和国公司法》《深 圳证券交易所创业板股票上市规则》《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》等法律、行政法规、 部门规章、规范性文件及《公司章程》的有关规定。 4、会议时间： （1）现场会议时间：2025 年 11 月 25 日 14:30 （2）网络投票时间：通过深圳证券交易所系统进行网络投票 的具体时间为 2025 年 11 月 25 日 9:15-9:25， ...

Group 1 - The A-share market is experiencing consolidation, with the software development sector showing relative strength, particularly the ChiNext Software ETF (159256) which rose over 0.70% during trading [1] - Key stocks within the software sector include Chuangyi Huikang, which increased by over 6%, Weining Health by over 2%, Wanxing Technology by 1.81%, Guiding Compass by 1.78%, and Kunlun Wanwei by 1.47% [1] - The 2025 6G Development Conference was successfully held in Beijing, focusing on core topics such as 6G application demands, key technology paths, and international standard collaboration [1] Group 2 - The software industry plays a crucial role in the AI industry chain, primarily in the midstream technology layer and downstream application layer, providing essential technical support and facilitating the implementation of AI applications [2] - According to Huatai Securities, the development of 6G will release investment opportunities in phases along the "infrastructure-components-applications" industrial chain, similar to the experience of 5G commercialization [2] - The advancement of 6G technology is expected to benefit companies involved in network planning, communication infrastructure construction, and equipment manufacturing, with a subsequent demand increase in core components such as antennas, PCBs, filters, and optical modules [2]

中证鹏元资信评估股份有限公司 中证鹏元公告【2025】545 号 中证鹏元关于关注卫宁健康科技集团股份有限公司实际控 制人、原董事长及子公司涉及诉讼事项的公告 中证鹏元已就上述事项与公司进行沟通，据反馈，新任董事长刘 宁先生系公司创始人之一且长期参与公司经营，本次董事长变更预计 不会改变公司现有经营战略；公司日常经营管理仍由公司高管团队负 责，目前经营正常。中证鹏元认为实际控制人及子公司的刑事判决事 件对公司造成一定不利影响，后续案件进展及其对公司治理结构、日 常经营及融资活动的影响程度，仍需进一步观察。 综合考虑公司现状，中证鹏元决定维持公司主体信用等级为AA， 评级展望维持为稳定，"卫宁转债"信用等级维持为 AA，评级结果有 效期为 2025 年 11 月 14 日至"卫宁转债"存续期。同时中证鹏元将 密切关注实际控制人及子公司的上诉情况以及该事件对公司治理结 构、经营及融资的影响，并持续跟踪以上事项对公司主体信用等级、 评级展望以及"卫宁转债"信用等级可能产生的影响。 特此公告。 中证鹏元资信评估股份有限公司（以下简称"中证鹏元"）对卫 宁健康科技集团股份有限公司（以下简称"卫宁健康"或"公司"， 股票 ...

Group 1 - The actual controller of Weining Health, Zhou Wei, was sentenced to one and a half years in prison for bribery, raising concerns about the company's governance structure and transparency [1][4] - Zhou Wei's son, Zhou Cheng, has been nominated as a non-independent director candidate, which has sparked worries about the "familial" governance structure and internal controls of Weining Health [1][4] Group 2 - Weining Health reported a significant decline in performance, with a 32.27% year-on-year drop in revenue and a net loss of 241 million yuan, marking a 256.10% decrease in net profit compared to the previous year [2][3] - The company attributed the drastic performance fluctuations to factors such as deferred customer demand, project acceptance delays, and the inability of new products to generate substantial revenue [2][3] Group 3 - Weining Health is undergoing a transition from traditional software to internet healthcare, but its internet medical business is still in the "optimization" phase and has not yet made a stable contribution [3] - The company faces pressures from rigid labor costs and tax liabilities, which further squeeze profit margins [3][4] Group 4 - Weining Health is confronted with multiple intertwined risks, including legal issues, governance disputes, and significant performance declines, which complicate its path to regaining investor trust [4]

（编辑 任世碧） 证券日报网讯 11月13日晚间，卫宁健康发布公告称，公司于2025年11月8日召开第六届董事会第二十一 次会议，审议通过了《关于选举公司第六届董事会董事长暨变更法定代表人的议案》，同意选举刘宁为 董事长。根据《公司章程》的相关规定，董事长为公司法定代表人。近日，公司完成了变更法定代表人 等工商变更登记手续，并取得由上海市市场监督管理局换发的《营业执照》。 ...

证券代码：300253 证券简称：卫宁健康 公告编号：2025-092 名 称：卫宁健康科技集团股份有限公司 类 型：股份有限公司（上市、自然人投资或控股） 卫宁健康科技集团股份有限公司 关于公司完成工商变更登记的公告 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。 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 8 日召开第六届董事会第二十一次会议，审议通过了《关于 选举公司第六届董事会董事长暨变更法定代表人的议案》，同意选举 刘宁为董事长。具体详见 2025 年 11 月 10 日公司在巨潮资讯网上披 露的《关于董事长辞职及选举新董事长暨变更法定代表人、提名非独 立董事候选人的公告》（公告编号：2025-088）。 根据《公司章程》的相关规定，董事长为公司法定代表人。近日， 公司完成了变更法定代表人等工商变更登记手续，并取得由上海市市 场监督管理局换发的《营业执照》。《营业执照》相关信息登记如下： 统一社会信用代码：91310000759874061E 活动；非居住房地产租赁；技术服务、技术开发、技术咨询、技术交 流、技术转让、 ...

Core Viewpoint - The resignation of Chairman Zhou Wei due to a bribery conviction marks a significant management transition for Weining Health, raising concerns about governance and compliance within the company [2][4][8]. Management Changes - Zhou Wei resigned as Chairman and from all board positions following a court ruling for bribery, with Liu Ning, a co-founder, appointed as the new Chairman [2][4]. - Zhou Wei's son, Zhou Cheng, has been nominated as a non-independent director, indicating a continuation of family control within the company [4][11]. Financial Impact - Following the announcement of Zhou Wei's conviction, Weining Health's stock price dropped over 10%, reducing its market capitalization from 202 billion to 182 billion [7]. - The financial penalties imposed on the company and Zhou Wei are relatively minor, with a fine of 800,000 yuan representing only 0.9% of the company's latest audited net profit [16]. Governance and Compliance Issues - The incident highlights significant gaps in the company's compliance and governance structures, as the internal controls failed to prevent or detect the misconduct of senior management [8][9]. - Despite claims of a robust internal control system, the actual oversight mechanisms appear ineffective, as evidenced by the lack of action from the board and supervisory committees regarding Zhou Wei's actions [10][11]. Information Disclosure - The company's 2024 ESG report failed to mention Zhou Wei's legal issues, raising concerns about transparency and the integrity of its disclosures [12][14]. - The selective disclosure of information undermines the credibility of the company's governance claims and reflects poorly on its commitment to responsible investment practices [14]. Operational Challenges - Weining Health is undergoing a critical transition from traditional medical software to "AI + healthcare," with recent financial performance showing a decline in gross margin and revenue [16]. - The ongoing legal issues and management changes may hinder strategic decision-making and operational continuity, potentially impacting future performance [15][16].

Group 1 - The internet insurance sector experienced a decline of 1.43%, ranking among the top losers in concept sectors, with notable declines from Tianli Technology, Xinhua Insurance, and Jiayun Technology [1] - The main funds in the internet insurance sector saw a net outflow of 1.301 billion yuan, with 10 stocks experiencing net outflows, and 7 stocks seeing outflows exceeding 10 million yuan [2] - The stock with the highest net outflow was Dongfang Caifu, which had a net outflow of 1.230 billion yuan, followed by Weining Health, Jinzhen Shares, and China Ping An [2] Group 2 - Among the stocks in the internet insurance sector, the top gainers included Aishida, Tongfang Shares, and Qitian Technology, with increases of 1.04%, 0.80%, and 0.27% respectively [1][3] - The stocks with the highest net outflows included Dongfang Caifu (-1.85%), Weining Health (-1.81%), and Jinzhen Shares (-1.97%) [2][3] - The net inflow leaders in the sector were Tongfang Shares, Xinhua Insurance, and Xinzhisoft, with net inflows of 69.77 million yuan, 10.51 million yuan, and 5.81 million yuan respectively [2][3]

Core Viewpoint - The stock of Weining Health has experienced a decline in recent trading sessions, with a notable drop of 11.55% over the last five days, despite a year-to-date increase of 13.65% [1][2] Group 1: Stock Performance - As of November 11, Weining Health's stock price was 8.12 CNY per share, with a market capitalization of 17.983 billion CNY [1] - The stock has seen a significant decline of 23.18% over the past 60 days [1] - The company has appeared on the trading leaderboard twice this year, with the most recent occurrence on February 7 [1] Group 2: Financial Performance - For the period from January to September 2025, Weining Health reported a revenue of 1.296 billion CNY, a decrease of 32.27% year-on-year [2] - The net profit attributable to shareholders was -241 million CNY, reflecting a substantial decline of 256.10% compared to the previous year [2] Group 3: Shareholder Information - As of October 31, the number of Weining Health's shareholders was 114,100, an increase of 0.47% from the previous period [2] - The average number of circulating shares per shareholder decreased by 0.46% to 16,781 shares [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] Group 4: Institutional Holdings - As of September 30, 2025, the top ten circulating shareholders included Huabao Zhongzheng Medical ETF, which held 50.0772 million shares, a decrease of 8.6961 million shares from the previous period [3] - The E Fund Growth Mixed A fund entered the top ten shareholders with a holding of 16.891 million shares [3]

Core Viewpoint - The leadership change at Weining Health follows the conviction of its actual controller, Zhou Wei, for bribery, with Liu Ning taking over as chairman amid ongoing financial struggles and a strategic transformation towards comprehensive healthcare solutions [1][5][8]. Leadership Change - Zhou Wei resigned from all executive positions due to personal reasons and will continue as a consultant while Liu Ning, a co-founder, has been elected as the new chairman [3][4]. - Liu Ning holds 104 million shares, representing 4.68% of the company, and his spouse holds an additional 37.01 million shares, totaling 6.35% ownership [4]. Financial Performance - Weining Health reported a revenue of 1.296 billion yuan for the first three quarters of the year, a decrease of 32.27% year-on-year, and a net profit loss of 241 million yuan, down 256.1% [9]. - The company's gross margin has declined from 41.68% last year to 29.07% in the current year [9]. Strategic Transformation - The company is transitioning towards a model that encompasses the entire healthcare chain, focusing on internet hospitals, insurance payments, and health data governance [1][8]. - Despite being an early adopter of AI in healthcare, the transformation has not yet yielded significant financial results due to high R&D costs, intense competition, and potential misalignment between technology and market needs [10]. Legal Issues and Market Impact - Zhou Wei and a subsidiary were convicted of bribery, with the subsidiary fined 800,000 yuan and Zhou sentenced to 18 months in prison, which has negatively impacted investor confidence and led to a significant drop in stock price [6][7]. - The company’s stock fell by 10.38% following the announcement of the legal issues, reflecting immediate market reactions to the news [6][7].