Core Viewpoint - The company, Weining Health, announced that it will not adjust the conversion price of its convertible bonds despite triggering conditions for a downward adjustment due to stock price performance [1] Summary by Relevant Sections Company Announcement - As of November 10, 2025, Weining Health's stock price has closed below 85% of the current conversion price (17.31 CNY/share) for 15 out of the last 30 trading days, triggering the downward adjustment clause for its convertible bonds [1] - The company's board of directors held a meeting on November 10, 2025, and approved a resolution not to adjust the conversion price of the "Weining Convertible Bonds" [1] - The decision means that for the next three months (from November 11, 2025, to February 10, 2026), if the conditions for a downward adjustment are triggered again, the company will not propose an adjustment [1] Future Considerations - The next period for potential triggering of the conversion price adjustment will restart from February 11, 2026, and if conditions are met, the company will follow the necessary procedures to decide on any potential adjustment [1]

Core Viewpoint - The recent leadership change at Weining Health follows the sentencing of former chairman Zhou Wei for bribery, with Liu Ning elected as the new chairman amid ongoing strategic transformation efforts in the company [1][2]. Group 1: Leadership Changes - Zhou Wei resigned from all his positions within the company after being sentenced to 18 months in prison for corporate bribery, with a fine of 200,000 yuan [1]. - Liu Ning, a co-founder of the company, has been elected as the new chairman, with his term starting immediately and lasting until the current board's term ends [2]. - Zhou Cheng, son of Zhou Wei, is being nominated as a non-independent director candidate for the board [3]. Group 2: Company Background - Liu Ning has a history with the company, having served in various roles since 2004, and currently holds 4.68% of the company's shares [2]. - Zhou Cheng has been with Weining Health since 2020 and currently holds 2.85% of the company's shares, with the family and associated entities holding a total of 19.15% [3]. Group 3: Strategic Transformation - Weining Health is undergoing a strategic transformation, having shifted its focus to healthcare services since 2015 and recently upgrading its strategy to "1+X" to enhance digital health applications [3]. Group 4: Financial Performance - The company has faced declining financial performance, with a reported revenue of 2.782 billion yuan in 2024, down 12.05% year-on-year, and a net profit of 87.89 million yuan, down 75.45% [4]. - For the first three quarters of 2025, Weining Health reported a revenue of 1.296 billion yuan, a decrease of 32.27%, and a net loss of 241 million yuan [4].

Core Viewpoint - The leadership change at Weining Health follows the conviction of its actual controller, Zhou Wei, for bribery, raising concerns about the company's future direction and performance amid ongoing transformation efforts [1][7][10]. Leadership Change - Zhou Wei resigned from all positions within the company due to personal reasons, and Liu Ning, a co-founder, has been appointed as the new chairman [4][5]. - Liu Ning holds 104 million shares, representing 4.68% of the total share capital, while his spouse holds an additional 37.01 million shares [5]. Legal Issues - Zhou Wei was sentenced to 18 months in prison and fined 200,000 yuan for bribery, while the subsidiary Shenzhen Weining Zhongtian was fined 800,000 yuan [7][8]. - The company plans to appeal the judgment, which has already impacted its stock price, causing a drop of 10.38% following the announcement [8][9]. Financial Performance - Weining Health reported a revenue of 1.296 billion yuan for the first three quarters, a decrease of 32.27% year-on-year, and a net loss of 241 million yuan, a decline of 256.1% [11]. - The company's gross margin has also decreased significantly from 41.68% in 2024 to 29.07% in the first three quarters of the current year [12]. Strategic Transformation - The company is undergoing a transformation to build a comprehensive intelligent solution covering the entire healthcare chain, focusing on internet hospitals, medical insurance payments, and health data governance [1][10]. - Despite being an early player in AI healthcare, the company faces challenges in translating R&D investments into revenue due to high costs, intense competition, and potential misalignment between technology and market needs [12].

会议以 5 票同意、0 票反对、0 票弃权的结果审议通过了《关于 不向下修正"卫宁转债"转股价格的议案》 公司董事会决定本次不向下修正"卫宁转债"转股价格。同时自 本次董事会审议通过次一交易日起未来 3 个月内（即 2025 年 11 月 11 日至 2026 年 2 月 10 日），如再次触发"卫宁转债"转股价格的 向下修正条件，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 2026 年 2 月 11 日重新起算，若再次触发"卫宁转债"转股 价格向下修正条件，届时将履行审议程序，决定是否行使"卫宁转债" 转股价格的向下修正的权利。 证券代码：300253 证券简称：卫宁健康 公告编号：2025-090 卫宁健康科技集团股份有限公司 第六届董事会第二十二次会议决议公告 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 10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 二十二次会议。会议通知于 2025 年 11 月 7 日以专人送达或电子邮件 方式发出。会议应出席董事 6 ...

证券代码：300253 证券简称：卫宁健康 公告编号：2025-091 债券代码：123104 债券简称：卫宁转债 卫宁健康科技集团股份有限公司 2、转股价格调整情况 关于不向下修正卫宁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。 特别提示： 1、截至 2025 年 11 月 10 日下午收市，公司股票在连续 30 个交 易日中已有 15 个交易日的收盘价低于当期转股价格 17.31 元/股的 85%（即 14.71 元/股）的情形，已经触发"卫宁转债"转股价格向下 修正条款。 2、公司于 2025 年 11 月 10 日召开第六届董事会第二十二次会议， 审议通过《关于不向下修正"卫宁转债"转股价格的议案》，决定本 次不向下修正"卫宁转债"转股价格，且自本次董事会审议通过次一 交易日起未来 3 个月内（即 2025 年 11 月 11 日至 2026 年 2 月 10 日）， 如再次触发"卫宁转债"转股价格的向下修正条件，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 2026 年 2 月 11 日重新 起算，若再次触发"卫宁转 ...

Core Points - The chairman of Weining Health, Zhou Wei, was sentenced to one and a half years in prison for unit bribery and has appealed the decision while resigning from his positions [1][2] - Weining Health is a leading company in the medical information technology sector, serving over 6,000 healthcare institutions, including more than 400 tertiary hospitals as of the end of 2022 [3] - The company reported a revenue of 3.093 billion yuan in 2022, a year-on-year increase of 12.46%, but its net profit dropped by 71.33% to 108 million yuan [3] Company Background - Weining Health, headquartered in Shanghai, specializes in healthcare information technology solutions, serving hospitals, public health, medical insurance, and health service sectors [2] - The company has expanded into emerging business areas such as health data services and internet hospitals in recent years [2] Legal Issues - Zhou Wei's legal troubles began in 2023 when he was investigated for bribery, leading to a criminal conviction in 2025 [2] - The subsidiary involved, Shenzhen Weining Zhongtian Software Co., was fined 800,000 yuan for unit bribery, while Zhou Wei was fined 200,000 yuan [2] Leadership Changes - Following Zhou Wei's resignation, Liu Ning, another co-founder, has taken over as chairman [5] - Liu Ning has a background in engineering and has held various positions within Weining Health since 2004 [5] Subsidiary Information - Shenzhen Weining Zhongtian, previously known as Shenzhen Yidiantong Internet Technology Co., was acquired by Weining Health in 2015 for 30 million yuan [4][5] - The subsidiary primarily operates in Guangdong and has been involved in numerous healthcare information projects [4]

Core Points - The chairman of Weining Health, Zhou Wei, has resigned from his positions due to personal reasons, but will continue to serve as an advisor [2] - Liu Ning has been elected as the new chairman, with a term lasting until the end of the sixth board of directors [2] - Zhou Cheng has been nominated as a candidate for a non-independent director, also with a term until the end of the sixth board of directors [2] Company Summary - Zhou Wei directly holds 176,474,241 shares of the company [2] - The board of directors has undergone a leadership change with the election of Liu Ning as chairman [2] - The company is in the process of appointing a new non-independent director, Zhou Cheng [2]

Group 1 - Aerospace Universe's subsidiary won a project worth 246 million yuan [1] - Aerospace Universe was established in March 2000, focusing on providing technical solutions and manufacturing services for the aerospace sector [1] Group 2 - Bixing Wulian's shareholder plans to reduce holdings by up to 1% [2] - Bixing Wulian was founded in January 2012, specializing in hardware for sensing devices and big data processing software systems [2] Group 3 - SanSheng Guojian's shareholder intends to reduce holdings by up to 1% [3][4] - SanSheng Guojian was established in January 2002, focusing on the research, production, and sales of antibody drugs [4] Group 4 - Tianyi New Materials is facing a bankruptcy pre-restructuring application from creditors [5] - Tianyi New Materials was founded in November 2009, specializing in powder metallurgy brake pads and renewable energy [5] Group 5 - Hongda High-Tech's director plans to reduce holdings by up to 100,000 shares [6] - Hongda High-Tech was established in July 1997, focusing on the research, production, and sales of textile fabrics and medical devices [6] Group 6 - Weixinno plans to issue 419 million shares to raise up to 2.937 billion yuan [7] - Weixinno was founded in January 1998, specializing in the research, production, and sales of OLED and Micro-LED display devices [7] Group 7 - Jingneng Thermal's shareholder plans to reduce holdings by up to 3% [8] - Jingneng Thermal was established in December 2002, focusing on thermal supply and energy-saving technology services [8] Group 8 - Silk Road Vision's director plans to reduce holdings by up to 68,200 shares [9][10] - Silk Road Vision was founded in March 2000, specializing in digital visual comprehensive services based on CG creativity and technology [10] Group 9 - New Ray Energy's shareholder plans to reduce holdings by up to 0.65% [11] - New Ray Energy was established in June 1997, focusing on the research, production, and sales of high-efficiency power supply products [11] Group 10 - Jian Ke Yuan's shareholder plans to reduce holdings by up to 1% [12] - Jian Ke Yuan was founded in August 2007, specializing in providing technical services for urban green development [12] Group 11 - Del Shares' plan to acquire Aizhuo Intelligent Technology has been approved by the Shenzhen Stock Exchange [13] - Del Shares was established in November 2004, focusing on automotive parts systems [13] Group 12 - Weining Health elected a new chairman, Liu Ning [14] - Weining Health was founded in April 2004, focusing on integrated solutions for medical health information [14] Group 13 - Huichang Communications elected He Fei as the new chairman [15] - Huichang Communications was established in February 2006, specializing in smart cloud video software and hardware [15] Group 14 - Shen Sanda A's controlling shareholder plans to transfer 3.01% of shares [16] - Shen Sanda A was founded in December 1993, focusing on digital and information services [16] Group 15 - Taiji Co. plans to transfer 4.64% of shares [17] - Taiji Co. was established in October 1987, focusing on providing digital services for various sectors [17] Group 16 - Tianzhun Technology's controlling shareholder plans to donate 8 million shares and 8 million yuan in cash [18] - Tianzhun Technology was founded in August 2009, specializing in industrial intelligent equipment [18] Group 17 - ST Lutong's second extraordinary general meeting resolutions are deemed valid [20][21] - ST Lutong was established in February 2007, focusing on broadband network intelligent connection solutions [21] Group 18 - Yinxin Technology's controlling shareholder plans to reduce holdings by up to 1% [22] - Yinxin Technology was founded in May 2004, specializing in IT infrastructure solutions for data centers [22]

Core Points - The chairman of Weining Health has changed due to personal reasons and legal issues faced by the former chairman [2][3] Company Leadership Changes - Liu Ning has been appointed as the new chairman of Weining Health, while still serving as a worker representative director [2] - Former chairman Zhou Wei resigned from all his positions due to personal reasons and is currently appealing a court sentence related to bribery [3] Financial Performance - Weining Health reported a revenue of 1.296 billion yuan for the first three quarters of 2023, a year-on-year decrease of 32.27% [3] - The net profit attributable to shareholders was -241 million yuan, reflecting a year-on-year decline of 256.1% [3] Factors Affecting Performance - The decline in revenue and profit is attributed to delayed customer demand, postponed bidding processes, and various operational challenges including asset impairment losses and tax penalties [4] Stock Market Performance - As of November 7, Weining Health's stock price was 8.15 yuan per share, down 0.61%, with a total market capitalization of 18.049 billion yuan [5]

Core Points - Liu Ning has been elected as the new chairman of Weining Health, succeeding Zhou Wei, who was sentenced for bribery [1][3] - Liu Ning holds approximately 104 million shares, representing 4.68% of the total share capital, while his spouse holds 37.01 million shares, totaling 6.35% combined [3] - Weining Health has reported a significant decline in performance, with a revenue drop of 32.27% year-on-year to 1.296 billion yuan and a net loss of 241 million yuan, a decrease of 256.1% [7][8] Company Leadership Changes - Liu Ning, a founding member of the company, has held various positions since joining in 2004, including Vice President and President [1][3] - Zhou Wei has resigned from all executive positions but will remain as a consultant after his conviction [7] Financial Performance - The company reported a net profit of -241 million yuan for the first three quarters of the year, marking a significant decline compared to the previous year [8] - The decline in revenue and profit is attributed to delayed customer demand, postponed bidding processes, and other operational challenges [8] Market Reaction - Following the announcement of Zhou Wei's conviction, Weining Health's stock price fell over 10% on November 6, with a closing price of 8.15 yuan per share, resulting in a market capitalization of approximately 18.05 billion yuan [9]