2024年年度股东大会的 北京市中伦（深圳）律师事务所 关于深圳开立生物医疗科技股份有限公司 关于深圳开立生物医疗科技股份有限公司 法律意见书 二〇二五年五月 北京市中伦（深圳）律师事务所 2024 年年度股东大会的 法律意见书 致：深圳开立生物医疗科技股份有限公司 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》"）和《深圳开立生物医疗科技股份有限公司章 程》（以下简称"《公司章程》"）的规定，北京市中伦（深圳）律师事务所（以下 简称"本所"）接受深圳开立生物医疗科技股份有限公司（以下简称"公司"）的委 托，指派律师出席公司 2024 年年度股东大会（以下简称"本次股东大会"），并就 本次股东大会的召集和召开程序、出席和列席会议人员资格、表决程序及表决结 果等事宜发表法律意见。 本所律师根据《股东会规则》的要求，按照律师行业公认的业务标准、道德 规范和勤勉尽责的精神，参加了本次股东大会现场会议，并对公司提供的相关文 件和有关事实进行了核查和验证，现出具如下法律意见： 一、关于本次股东大会的召集、通知和召开程序 （一）本次股东大会的召集人 - 1 - ...

公司研究 证 券 研 究 报 告 开立医疗（300633）2024 年报及 2025 年一季报点评 推荐（维持） 24 年国内招投标承压，25 年有望明显好转 目标价：38 元 事项： ❖ 公司发布 24 年年报，全年营收 20.14 亿元（-5.02%），归母净利润 1.42 亿元（- 68.67%），扣非归母净利润 1.10 亿元（-75.07%）。单 Q4，营收 6.16 亿元（- 5.63%），归母净利润0.33亿元（-75.03%），扣非归母净利润0.24亿元（-80.00%）。 25Q1 营收 4.30 亿元（-10.29%），归母净利润 0.08 亿元（-91.94%），扣非归母 净利润 0.06 亿元（-93.49%）。 评论： [ReportFinancialIndex] 主要财务指标 | | 2024A | 2025E | 2026E | 2027E | | --- | --- | --- | --- | --- | | 营业总收入(百万) | 2,014 | 2,387 | 2,855 | 3,431 | | 同比增速(%) | -5.0% | 18.5% | 19.6% | 20.2% ...

Investment Rating - The report maintains a "Recommendation" rating for the company, with a target price of 38 yuan, corresponding to a PE of 42 times for 2025 [2][8]. Core Insights - The company experienced a revenue decline of 5.02% in 2024, with total revenue of 2.014 billion yuan and a significant drop in net profit by 68.67% to 142 million yuan. The first quarter of 2025 also showed a decline in revenue by 10.29% [2][4]. - The domestic market faced pressure in 2024, with domestic revenue falling by 11.62% due to policy impacts on procurement activities in hospitals. However, international revenue grew by 3.27% [2][8]. - The company is developing a multi-product line strategy, launching high-end machines and achieving breakthroughs in AI technology for prenatal ultrasound screening [2][8]. - Despite the challenging environment, the company increased strategic investments, leading to a decrease in profit margins. The gross margin for 2024 was 63.78%, down 3.93 percentage points [2][8]. - The report adjusts profit forecasts for 2025-2027, expecting net profits of 390 million, 490 million, and 620 million yuan, with growth rates of 175.1%, 24.9%, and 26.4% respectively [2][8]. Financial Summary - Total revenue for 2024 is projected at 2.014 billion yuan, with an expected increase to 2.387 billion yuan in 2025, reflecting an 18.5% growth [4][9]. - The net profit for 2024 is 142 million yuan, with projections of 392 million yuan for 2025, indicating a significant recovery [4][9]. - The company’s earnings per share (EPS) are expected to rise from 0.33 yuan in 2024 to 0.91 yuan in 2025 [4][9].

序号股票简称PE(TTM)PE(静)市净率总市值(元)118开立医疗271.9496.034.38136.74亿行业平均 48.9047.004.53103.78亿行业中值36.4137.242.4046.92亿1天益医疗-1685.63-2887.291.8021.48亿2澳华内 镜-613.48307.694.9164.65亿3诺唯赞-417.99-494.372.2989.45亿4博晖创新-329.61523.043.5248.36亿5爱朋 医疗-325.82247.533.9226.73亿6硕世生物-125.93-1840.221.1336.84亿7奥精医疗-117.01-171.501.5421.72亿 8睿昂基因-98.61-80.961.4012.76亿9康泰医学-84.98-71.803.0355.93亿10中红医疗-67.51-53.850.8546.92亿 11华大智造-63.30-56.174.36337.46亿 股东方面，截至2025年3月31日，开立医疗股东户数14519户，较上次增加736户，户均持股市值35.28万 元，户均持股数量2.76万股。 来源：金融界 5月6日，开立医疗 ...

Core Viewpoint - The digestive endoscopy industry is expected to enter a new growth cycle with the launch of Olympus's X1 endoscope system, which will significantly impact the soft endoscope market in various regions [3][20]. Group 1: Olympus X1 Product Launch and Market Impact - The launch of Olympus's new generation X1 system has led to fluctuations in the soft endoscope market across different regions, as hospitals may delay procurement until the new product is available [3][11]. - The X1 system, which integrates advanced imaging technologies and ergonomic design, is anticipated to drive a significant increase in demand for soft endoscopes once fully launched in China [7][10]. - The X1 system's revenue contribution to Olympus's gastrointestinal business has increased from approximately 10% in Q3 2021 to around 30% by Q1 2024, indicating strong market acceptance [10][11]. Group 2: Domestic Market Challenges and Future Outlook - The domestic soft endoscope market is under pressure in 2024 due to factors such as anti-corruption measures affecting procurement and delays in equipment updates, leading to a projected 21.1% decline in the medical equipment bidding market [13][17]. - The X1 endoscope's main unit has been approved in China, but the accompanying endoscope is still pending approval, causing hospitals to postpone purchases [13][17]. - It is expected that the X1 endoscope will be fully launched by the end of this year or early next year, which could lead to a concentrated release of demand in the domestic market [17][18]. Group 3: Growth of Domestic Manufacturers - Domestic manufacturers like Aohua and Kaili Medical are expected to benefit from the industry growth driven by the X1 system, as their product quality continues to improve and gain recognition in high-tier hospitals [24][27]. - The domestic soft endoscope market's localization rate has increased from less than 15% in 2021 to over 35% by Q3 2024, indicating a growing acceptance of domestic products [25][27]. - Aohua's AQ-300 and Kaili's HD-580 have been recognized in major hospitals, and their sales are expected to increase as the market recovers [24][32].

Core Viewpoint - In the past five trading days, a total of 586 companies were investigated by institutions, with significant interest in companies like Proya, Kaili Medical, and Luxshare Precision, indicating a trend of institutional focus on specific stocks [1][2]. Group 1: Institutional Research Activity - 586 companies were investigated by institutions from April 24 to April 30, with 95.22% of these investigations involving securities companies [1]. - Proya received the highest attention with 356 institutions participating in its research, followed by Kaili Medical with 256 institutions, and Luxshare Precision with 255 institutions [1]. - The most frequently investigated company was Yageo, which had six institutional research sessions, while Liad and Shengbang shares had four and three sessions respectively [1]. Group 2: Fund Flow and Stock Performance - Among the stocks investigated by more than 20 institutions, 127 experienced net capital inflows in the past five days, with Xingsen Technology seeing the highest net inflow of 271 million yuan [1]. - In terms of stock performance, 179 stocks among those investigated saw price increases, with Proya leading with a rise of 25.03%, followed by Beiding Co. and Shenkeda with increases of 23.36% and 22.56% respectively [2]. - Conversely, 180 stocks experienced declines, with Semir Apparel, Guangdian Measurement, and Yuandong Bio showing the largest drops of 16.99%, 14.22%, and 13.21% respectively [2]. Group 3: Earnings Forecasts - Only one stock among those investigated released a semi-annual earnings forecast, with Luxshare Precision expected to report a net profit of 6.61 billion yuan, reflecting a year-on-year increase of 22.50% [2].

Core Viewpoint - The company reported a significant decline in both revenue and net profit for Q1 2025, primarily due to delayed revenue recovery and increased expenses from prior personnel expansion [1][3]. Financial Performance - Revenue for Q1 2025 was 430 million yuan, down 10.29% year-over-year [1]. - Net profit attributable to shareholders was 8.07 million yuan, a decrease of 91.94% year-over-year [1]. - Gross margin for Q1 2025 was 63.2%, down 6.2 percentage points year-over-year [2]. Industry Trends - The ultrasound imaging diagnostic equipment market in China grew nearly 90% year-over-year in Q1 2025, indicating ongoing industry recovery [2]. - The company faced challenges in revenue due to industry-wide adjustments and high channel inventory levels, but expects gradual recovery as inventory is digested [2]. Cost and Profitability - The company expanded its workforce by 425 employees (approximately 16% year-over-year) in 2024, leading to increased employee costs [3]. - The company anticipates that as revenue recovers and product offerings shift towards higher-end solutions, the expense ratio will improve throughout the year [3]. Earnings Forecast and Valuation - The company maintains its EPS forecast for 2025 and 2026 at 0.84 yuan and 1.13 yuan, respectively [4]. - The target price remains at 41.6 yuan, reflecting a potential upside of 37.2% based on a DCF valuation model [4].

Core Points - The stock price of Kaili Medical (300633) closed at 30.31 yuan on April 25, 2025, down by 1.59% with a turnover rate of 0.79% and a trading volume of 34,200 shares, amounting to a transaction value of 104 million yuan [1] Group 1: Trading Information - On April 25, 2025, the capital flow for Kaili Medical showed a net outflow of 6.8552 million yuan from institutional investors and a net outflow of 2.5979 million yuan from speculative investors, while retail investors had a net inflow of 9.453 million yuan [2][8] Group 2: Shareholder Changes - As of March 31, 2025, the number of shareholders for Kaili Medical increased to 14,500, representing a growth of 736 shareholders or 5.34% compared to December 31, 2024. The average number of shares held per shareholder decreased from 31,400 shares to 29,800 shares, with an average market value of 867,600 yuan per shareholder [3][8] Group 3: Performance Disclosure - In the first quarter of 2025, Kaili Medical reported a main revenue of 430 million yuan, a year-on-year decrease of 10.29%. The net profit attributable to shareholders was 8.0746 million yuan, down by 91.94% year-on-year, while the net profit excluding non-recurring items was 5.9981 million yuan, a decline of 93.49% year-on-year. The company's debt ratio stood at 21.81%, with investment income of 979,200 yuan and financial expenses of -17.806 million yuan, resulting in a gross margin of 63.19% [4][8] Group 4: Management Responses - In response to investor inquiries regarding the impact of the US-China tariff conflict on the intravascular ultrasound (IVUS) business, the company noted that some foreign competitors are not affected by tariffs due to their products not originating from the US. The company emphasized its advantages in specialization and experience in ultrasound technology, which positions it well to capture market share in the IVUS segment over the next 3-5 years [5] - Regarding the higher gross margin in the domestic market compared to the international market for 2023-2024, the company attributed this to a higher proportion of high-end product models in its domestic revenue from ultrasound and endoscopy [6]

进入 2025 年，国内医疗设备行业呈现出一幅复杂的图景。 通过持续加码研发、加快高端化布局，开立医疗正在用一场 "新品集中爆发" 的动作，回应行业变革下的拐点挑战。 2025 年一季度，公司在医疗设备招采市场的成交增速远高于整体市场水平，多款重磅新品集中上市，为高端化战略提供了有力支撑。 思宇 MedTech 观察到，开立医疗以 高强度研发投入和多产品线协同布局 为支撑，正在成为国产设备向高端价值链攀升的重要代表，迈向"高端化能力提升"与"系 统化整体解决方案建设"的转型阶段。 本文将结合行业变化与开立医疗的战略实践，探讨国产医疗器械企业在新周期下的成长路径。 一、需求释放但竞争加剧，开立医疗为何坚持高强度研发？ 过去十年，国产医疗设备行业整体经历了一轮高速增长。然而，随着集采政策持续推进，设备价格不断下探，国产与进口品牌在同一张低价牌桌上竞争，小企业被 加速淘汰，大企业也面临利润收缩的考验。 在这样的竞争格局下，单靠规模扩张已难以支撑长期发展。 如何从低价竞争中突围？ 一方面，政策加码下，大规模设备更新提速，市场需求正在修复；另一方面，集采常态化带来的价格压力并未松动，国产与进口品牌在低价竞争中同台竞技， ...

Group 1 - The core concept of the articles revolves around the transformative role of AI in the healthcare industry, particularly in enhancing the capabilities of medical professionals rather than replacing them [1][7] - The "impossible triangle" in healthcare—quality, cost, and efficiency—can be addressed through AI, which empowers primary healthcare institutions to provide expert-level services [1][7] - The company, Kaili Medical, has developed advanced medical technologies over the past decade, including high-end intelligent ultrasound and the iEndo smart endoscope platform, positioning itself as a leader in the domestic medical device sector [1][2] Group 2 - Kaili Medical emphasizes the importance of clinical needs in the development of medical devices, aiming to reduce repetitive tasks for doctors and minimize diagnostic errors through AI technology [2][6] - The company has made significant advancements in ultrasound technology, achieving a 90% diagnostic accuracy rate for liver echinococcosis through its proprietary DCNN model, which integrates over 6,000 patient cases and 9,000 ultrasound images [3][4] - The iEndo platform integrates AI into the endoscopic workflow, enhancing the efficiency and accuracy of gastrointestinal examinations by providing real-time quality control and monitoring capabilities [5][6] Group 3 - The AI applications in healthcare are evolving from isolated solutions to a comprehensive ecosystem that mimics the reasoning and thinking of doctors, facilitating a more integrated approach to patient care [7][8] - The current focus of AI in healthcare is on assisting doctors in basic diagnostic processes, with future developments aimed at enabling AI to identify complex diseases and provide advanced diagnostic capabilities [7][8] - Kaili Medical aims to redefine the boundaries of healthcare by transitioning AI from a supportive tool to a deep diagnostic partner, enhancing the overall quality of medical services [7][8]