Core Viewpoint - The legal opinion letter from Jiangxi Huabang Law Firm confirms that Jiangxi Sanxin Medical Technology Co., Ltd. has fulfilled the necessary conditions for the first unlock period of its 2024 restricted stock incentive plan, including adjustments to the repurchase price and the repurchase and cancellation of certain restricted stocks [1][7][21] Group 1: Approval and Authorization - The company has obtained necessary approvals and authorizations for the first unlock period of the incentive plan, including the verification of the list of incentive recipients by the supervisory board [6][14] - The first unlock period for the restricted stocks begins 12 months after the completion of the stock grant registration [8][14] Group 2: Conditions for Unlocking - The conditions for unlocking the restricted stocks have been met, as the company did not receive any negative audit opinions or fail to distribute profits according to regulations [8][9][14] - The company achieved a revenue growth rate of at least 15% and a net profit growth rate of at least 10% compared to the previous year, fulfilling the performance targets set in the incentive plan [10][12][14] Group 3: Repurchase and Cancellation of Stocks - A total of 31.325 million shares of restricted stocks will be repurchased and canceled due to two incentive recipients leaving the company and 29 recipients not meeting the personal performance criteria [17][20] - The repurchase price for the restricted stocks is subject to adjustment based on the company's profit distribution plans, with the current price set at 3.5 yuan per share [19][20]

Core Viewpoint - The company has announced adjustments to the repurchase price of the 2024 restricted stock incentive plan and the repurchase and cancellation of certain restricted stocks due to changes in the eligibility of some incentive targets [1][10][11]. Summary by Sections Approval Procedures - The company has completed the necessary approval procedures for the 2024 restricted stock incentive plan, including discussions and approvals from the board and supervisory committee [1][3][10]. Repurchase and Cancellation Details - The repurchase involves 31.3250 million shares of restricted stock, with 19,000 shares being repurchased due to two individuals leaving the company and 12.325 million shares due to 29 individuals not meeting the release conditions [5][10][11]. Repurchase Price and Basis - The repurchase price is set at the grant price, which is 3.5 yuan per share. Adjustments to this price may occur based on the company's capital actions, such as dividends or stock splits [6][9][10]. Financial Impact - The repurchase and cancellation of restricted stocks are not expected to have a significant impact on the company's financial status or operational results, and the incentive plan will continue to be implemented [10][11]. Opinions from Committees - Both the board's remuneration and assessment committee and the supervisory committee have reviewed and approved the repurchase and cancellation actions, confirming compliance with relevant regulations [10][11][12].

Core Viewpoint - The announcement details the achievement of the first unlock period conditions for the 2024 restricted stock incentive plan, allowing 112 eligible participants to unlock a total of 3.849575 million shares, representing 0.7369% of the company's total share capital [1][12]. Summary by Sections Incentive Plan Overview - The 2024 restricted stock incentive plan was approved in meetings held on July 29 and August 14, 2024, with a total of 116 participants receiving 8.13565 million shares after adjustments [2][6]. - The plan's duration is up to 48 months from the date of stock grant registration [2]. Unlock Conditions - The first unlock period allows for 50% of the granted shares to be unlocked after 12 months, and the remaining 50% after 24 months [2]. - The performance assessment for the unlock conditions is based on the company's financial performance in 2024 and 2025, with specific revenue and profit growth targets set [2][4]. Performance Targets - For the first unlock period, the company must achieve either a 15% revenue growth or a 10% net profit growth compared to 2023 [3][4]. - For the second unlock period, the targets include a 26.5% revenue growth or a 15% net profit growth over the two-year period [4]. Performance Assessment Results - The company reported a revenue of 1,500.4384 million yuan for 2024, achieving a 15.41% growth, and a net profit of 209.8692 million yuan, achieving a 15.35% growth [15]. - The personal performance assessment for the participants resulted in a 100% unlock ratio for 29 individuals, while 12.325 million shares were subject to repurchase due to unmet conditions [16][17]. Approval and Legal Compliance - The board and supervisory committee confirmed that all necessary approvals and legal requirements were met for the unlock conditions to be fulfilled [19][20]. - The legal opinion from Jiangxi Huabang Law Firm affirmed the legitimacy of the unlock conditions and the eligibility of the participants [19][20].

Core Viewpoint - Jiangxi Sanxin Medical Technology Co., Ltd. plans to issue convertible bonds to unspecified objects, aiming to raise a total of no more than 530 million yuan, which will be used for various projects including the construction of a blood dialysis membrane production base and related equipment [8][20]. Group 1: Issuance Overview - The type of securities to be issued is convertible bonds that can be converted into the company's A-shares [8]. - The proposed total amount to be raised is capped at 530 million yuan, including the principal [8][20]. - The bonds will have a face value of 100 yuan each and a term of six years from the date of issuance [8][20]. - The interest rate will be determined based on market conditions and company specifics, with annual interest payments [8][20]. Group 2: Use of Proceeds - The net proceeds from the bond issuance will be allocated to specific projects, including the establishment of a production line for blood dialysis membranes and related consumables [20][21]. - If the actual funds raised are less than the planned investment amounts, the company will adjust the use of funds based on the importance and urgency of the projects [21]. Group 3: Financial Information - The company has undergone audits for the financial reports of 2022, 2023, and 2024, receiving standard unqualified opinions from the auditing firm [22]. - The financial data for the last three years is based on audited financial statements, with adjustments made for any retrospective restatements [22].

Core Viewpoint - Jiangxi Sanxin Medical Technology Co., Ltd. plans to issue convertible bonds to enhance capital strength and profitability, with a total fundraising amount not exceeding 530 million yuan [2][11][30] Group 1: Necessity of the Issuance - The issuance of convertible bonds is necessary to improve the company's core competitiveness and sustainable development capabilities [3][4] - The projects funded by the issuance have been carefully evaluated and are expected to enhance the company's operational capacity [3][12] Group 2: Use of Proceeds - The net proceeds from the issuance will be used for the expansion of blood dialysis membrane and blood dialysis device production, as well as for the development of high-performance blood purification equipment [2][30] - The funds will also be allocated to the renovation of the electronic accelerator sterilization production line and to supplement working capital [2][30] Group 3: Issuance Object and Method - The issuance will target unspecified investors, including natural persons, legal entities, and qualified institutional investors [4][5] - Original shareholders will have priority in the allocation of the convertible bonds, with specific ratios to be determined by the board of directors [5][6] Group 4: Pricing and Adjustment Mechanism - The initial conversion price of the bonds will be based on the average stock price over the previous 20 trading days and the last trading day before the announcement [6][9] - The conversion price will be adjusted in case of stock dividends, new share issuance, or cash dividends [7][8] Group 5: Financial Health and Compliance - The company has maintained a stable financial condition, with asset-liability ratios of 35.33%, 34.31%, and 36.62% for the years 2022, 2023, and 2024 respectively [15][16] - The average distributable profit over the last three years is sufficient to cover the interest on the bonds, ensuring compliance with regulatory requirements [11][12] Group 6: Fairness and Reasonableness of the Issuance - The issuance plan has been thoroughly reviewed by the board and is deemed beneficial for the company's strategic goals and shareholder interests [31][32] - Measures will be taken to mitigate the potential dilution of immediate returns for shareholders [31]

Core Viewpoint - The company plans to issue convertible bonds to unspecified investors, which may dilute immediate returns for existing shareholders, and has outlined measures to mitigate this dilution [1][4][5]. Financial Impact Analysis - The issuance of convertible bonds is expected to lead to a dilution of earnings per share (EPS) in the short term, with projections showing a decrease in diluted EPS from 0.44 to 0.39 under certain profit growth scenarios [2][3]. - The company has simulated financial impacts under three scenarios of net profit growth: no growth, 10% growth, and 20% growth, with corresponding EPS adjustments [3]. Necessity and Reasonableness of the Issuance - The funds raised will be used for projects that enhance the company's core competitiveness and sustainable development, including the expansion of production capacity for blood purification products [5][6]. - Specific projects include the expansion of blood dialysis membrane production and the establishment of a new production line for blood purification equipment [5][6]. Relationship with Existing Business - The projects funded by the issuance are closely related to the company's core business of blood purification, which is currently operating at near full capacity [5][6]. - The company aims to alleviate operational funding pressures and support future business development through these investments [5][6]. Measures to Mitigate Dilution - The company plans to enhance its governance structure and internal management to improve operational efficiency and protect shareholder interests [10][11]. - A commitment to improve the efficiency of fund usage and ensure compliance with regulations regarding the management of raised funds has been established [11][12]. Commitment from Major Stakeholders - The controlling shareholders and management have made commitments to ensure the effectiveness of measures to mitigate the dilution of immediate returns [12][13]. - These commitments include not interfering with company operations and ensuring that the interests of shareholders, especially minority investors, are protected [12][13].

Core Viewpoint - Jiangxi Sanxin Medical Technology Co., Ltd. plans to issue convertible bonds to raise up to 530 million yuan for expanding production capacity and enhancing its capital strength and profitability in the blood purification sector [2][12]. Fundraising Investment Plan - The total amount to be raised is not more than 530 million yuan, which will be allocated to projects including the expansion of blood dialysis membrane and blood dialysis device production, and the construction of a new production line for blood dialysis tubing [2][4]. - The investment breakdown includes 210 million yuan for the blood dialysis membrane and device expansion, 166 million yuan for the new production line, and 24 million yuan for the sterilization production line [4]. Project Necessity and Feasibility - The projects are aimed at enhancing production capacity in the blood purification business, which is expected to improve overall profitability and sustainable development [4][12]. - The blood dialysis market in China is projected to grow at a compound annual growth rate of 5.67% from 2019 to 2023, reaching 51.515 billion yuan by 2030, indicating a strong demand for expanded production capacity [4][5]. Market Opportunities - The company has secured procurement agreements in multiple provinces, ensuring a stable demand for its products and a competitive pricing advantage [5][9]. - The trend of domestic substitution in medical devices is gaining momentum, with new procurement rules facilitating competition between domestic and imported products [5][6]. International Expansion - The company is actively pursuing international markets, having registered products in countries like Indonesia, Peru, and Mexico, and is working on certifications in Turkey, Vietnam, and Brazil [6][10]. - The internationalization strategy aims to enhance global competitiveness and establish a solid foundation for brand globalization [6][12]. Financial Impact - The issuance of convertible bonds is expected to improve the company's financial strength and asset scale, providing effective support for sustainable development [12]. - While the debt-to-asset ratio may increase before conversion, the lower interest rates associated with convertible bonds will reduce financing costs and enhance shareholder returns [12].

披露的提示性公告 本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 江西三鑫医疗科技股份有限公司（以下简称"公司"）于 2025 年 8 月 7 日 召开第五届董事会第二十一次会议、第五届监事会第十九次会议，审议通过了公 司向不特定对象发行可转换公司债券的相关议案。 《江西三鑫医疗科技股份有限公司向不特定对象发行可转换公司债券预案》 及相关公告（以下简称"预案"）已在中国证监会指定的信息披露网站巨潮资讯 网（http://www.cninfo.com.cn）上披露，敬请投资者注意查阅。 证券代码：300453 证券简称：三鑫医疗 公告编号：2025-047 江西三鑫医疗科技股份有限公司 关于公司向不特定对象发行可转换公司债券预案 本次预案披露事项不代表审批机关对于本次向不特定对象发行可转换公司 债券相关事项的实质性判断、确认、批准或核准。预案所述本次向不特定对象发 行可转换公司债券相关事项的生效和完成尚需公司股东大会审议通过、深圳证券 交易所审核通过以及中国证监会作出同意注册决定后方可实施，敬请广大投资者 注意投资风险。 特此公告 江西三鑫医疗科技股份有限公司董事会 ...

本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 根据中国证券监督管理委员会《监管规则适用指引——发行类第 7 号》的有 关规定："前次募集资金使用情况报告对前次募集资金到账时间距今未满五个会 计年度的历次募集资金实际使用情况进行说明，一般以年度末作为报告出具基准 日，如截止最近一期末募集资金使用发生实质性变化，发行人也可提供截止最近 一期末经鉴证的前募报告"。 关于本次向不特定对象发行可转换公司债券无需编制 前次募集资金使用情况报告的公告 证券代码：300453 证券简称：三鑫医疗 公告编号：2025-049 江西三鑫医疗科技股份有限公司（以下简称"公司"）最近 5 个会计年度不 存在通过配股、增发、发行可转换公司债券等方式募集资金的情况，公司前次募 集资金到账至今已超过 5 个会计年度，因此，公司本次向不特定对象发行可转换 公司债券无需编制前次募集资金使用情况报告，亦无需聘请会计师事务所对前次 募集资金使用情况出具鉴证报告。 特此公告 江西三鑫医疗科技股份有限公司 江西三鑫医疗科技股份有限公司董事会 ...

江西三鑫医疗科技股份有限公司 可转换公司债券持有人会议规则 第一条 为规范江西三鑫医疗科技股份有限公司（以下简称"公司"）可转换 公司债券持有人会议的组织和行为，界定债券持有人会议的权利和义务，保障债 券持有人的合法权益，根据《中华人民共和国公司法》《中华人民共和国证券法》 《上市公司证券发行注册管理办法》《可转换公司债券管理办法》《深圳证券交易 所创业板股票上市规则》等法律法规和其他规范性文件的有关规定及《江西三鑫 医疗科技股份有限公司章程》，并结合公司的实际情况，特制定本规则。 第二条 本规则项下的可转换公司债券为公司依据《江西三鑫医疗科技股份 有限公司向不特定对象发行可转换公司债券募集说明书》（以下简称"《募集说明 书》"）约定发行的可转换公司债券（以下简称"本次可转债"或"可转债"），本 次债券持有人为通过认购、交易、受让或其他合法方式取得本次可转债的投资者。 第三条 债券持有人会议由全体债券持有人依据本规则组成，债券持有人会 议依据本规则规定的程序召集和召开，并对本规则规定的权限范围内的事项依法 进行审议和表决。 第四条 债券持有人会议根据本规则审议通过的决议，对全体债券持有人（包 括所有出席会议、 ...