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].

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].