上海澄明则正律师事务所 法律意见书 上海澄明则正律师事务所 关于上海兰卫医学检验所股份有限公司 2025 年第一次临时股东大会的法律意见书 致：上海兰卫医学检验所股份有限公司 上海澄明则正律师事务所（以下简称"本所"），接受上海兰卫医学检验所 股份有限公司（以下简称"公司"）的委托，指派本所律师出席公司 2025 年第 一次临时股东大会（以下简称"本次股东大会"），并根据《中华人民共和国公 司法》（以下简称"《公司法》"）、《中华人民共和国证券法》（以下简称"《证 券法》"）、《上市公司股东会规则》（以下简称"《股东会规则》"）以及《上海兰 卫医学检验所股份有限公司章程》（以下简称"《公司章程》"）等规定出具《上 海澄明则正律师事务所关于上海兰卫医学检验所股份有限公司 2025 年第一次临 时股东大会的法律意见书》（以下简称"本法律意见书"）。 本所依据本法律意见书出具日之前已经发生或存在的事实及中国现行法律、 法规及规范性文件发表法律意见。 本所同意将本法律意见书作为公司本次股东大会公告的法定文件，随公司 其他公告一并提交深圳证券交易所审查并予公告。 本所律师已经对公司提供的与本次股东大会有关的文件、资料及 ...

证券代码：301060 证券简称：兰卫医学 公告编号：2025-033 上海兰卫医学检验所股份有限公司 1、本次股东大会未出现否决议案的情形； 2、本次股东大会不涉及变更前次股东大会已通过的决议的情形。 上海兰卫医学检验所股份有限公司（以下简称"公司"）2025 年第一次临时股东大 会于 2025 年 9 月 19 日在公司会议室召开，会议通知已于 2025 年 8 月 26 日以公告形式 发出，本次会议以现场投票与网络投票相结合的方式召开。会议由公司董事长曾伟雄先 生主持。 一、会议召开和出席情况 1、会议召开时间： 现场会议召开时间：2025 年 9 月 19 日（星期五）下午 14:30。 2025 年第一次临时股东大会决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、 误导性陈述或重大遗漏。 特别提示： 网络投票时间：2025 年 9 月 19 日（星期五）。其中 通过深圳证券交易所（以下简称"深交所"）交易系统进行网络投票的具体时间为： 2025 年 9 月 19 日 9:15-9:25，9:30-11:30 和 13:00-15:00； 通过深交所互联网投票系统投票 ...

Group 1 - The core viewpoint of the news is that Lanwei Medical has experienced a decline in stock performance and financial metrics, indicating potential challenges in its business operations [1][2]. - On September 15, Lanwei Medical's stock fell by 1.21%, with a trading volume of 35.50 million yuan. The net financing buy was -1.07 million yuan, indicating more repayments than new purchases [1]. - As of September 15, the total margin balance for Lanwei Medical was 95.06 million yuan, with a financing balance of 95.03 million yuan, accounting for 2.42% of the circulating market value, which is above the 70th percentile of the past year [1]. Group 2 - As of June 30, the number of shareholders for Lanwei Medical was 23,200, a decrease of 3.94% from the previous period, while the average circulating shares per person increased by 5.51% to 15,527 shares [2]. - For the first half of 2025, Lanwei Medical reported operating revenue of 759 million yuan, a year-on-year decrease of 14.50%, and a net profit attributable to the parent company of -5.78 million yuan, a decline of 137.08% [2]. - Since its A-share listing, Lanwei Medical has distributed a total of 320 million yuan in dividends, with 200 million yuan distributed over the past three years [3].

Core Viewpoint - Lanwei Medical (301060) reported disappointing financial results for the first half of 2025, with significant declines in revenue and net profit compared to the previous year [1]. Financial Performance Summary - Total revenue for the first half of 2025 was 759 million yuan, a decrease of 14.5% year-on-year [1]. - The net profit attributable to shareholders was -5.78 million yuan, representing a decline of 137.08% compared to the previous year [1]. - In Q2 2025, total revenue was 409 million yuan, down 9.58% year-on-year, while net profit attributable to shareholders was 2.30 million yuan, a decrease of 84.18% [1]. - The gross profit margin was 22.55%, down 0.93% year-on-year, and the net profit margin was -0.50%, a decline of 144.14% [1]. - Total operating expenses (selling, administrative, and financial expenses) amounted to 122 million yuan, accounting for 16.11% of revenue, an increase of 4.06% year-on-year [1]. - Earnings per share were -0.01 yuan, a decrease of 125.0% year-on-year [1]. Accounts Receivable and Cash Flow - Accounts receivable represented 46.88% of total revenue, indicating a significant amount of outstanding payments [1]. - Operating cash flow per share was 0.09 yuan, an increase of 177.35% year-on-year, reflecting improved cash generation from operations [1]. Significant Changes in Financial Items - Construction in progress increased by 296.07% due to ongoing office renovations [3]. - Short-term borrowings decreased by 36.89% as the company repaid bank loans [3]. - Lease liabilities decreased by 39.58% due to payments made under lease contracts [3]. - Other receivables decreased by 46.27% as the company received payments for equity transfers [3]. - Deferred tax assets decreased significantly, leading to a 586.76% increase in income tax expenses [6]. Investment Returns and Business Evaluation - The company's historical median Return on Invested Capital (ROIC) is 12.25%, but the worst year recorded a ROIC of -6.58%, indicating a weak business model [8]. - The company has reported losses in two out of three annual reports since its listing, suggesting vulnerability in its business operations [8].

Core Viewpoint - Lanwei Medical (301060.SZ) reported its semi-annual results for 2025, highlighting significant institutional investor interest with a total of 186 million shares held, representing 46.48% of the company's total equity [1] Summary by Category Institutional Holdings - As of August 25, 2025, four institutional investors disclosed their holdings in Lanwei Medical A-shares, with a combined total of 186 million shares [1] - The institutional investors include Shanghai Lanwei Investment Co., Ltd., Hailan Group Co., Ltd., Shanghai Huikun Investment Management Center (Limited Partnership), and Shanghai Changsheng Tianhong Consulting Management Co., Ltd. [1] - The total holding percentage by institutional investors remains unchanged at 46.48% [1]

Group 1 - The core viewpoint of the news is that Lanwei Medical has shown a mixed performance in terms of financing activities and financial results, with a notable decrease in revenue and net profit [1][2]. - As of August 25, Lanwei Medical's financing balance reached 88.24 million yuan, accounting for 2.08% of its market capitalization, indicating a relatively high level compared to the past year [1]. - The company reported a financing net purchase of 1.13 million yuan on August 25, with a total financing buy amount of 7.84 million yuan and a repayment of 6.71 million yuan [1]. Group 2 - For the first half of 2025, Lanwei Medical achieved an operating income of 759 million yuan, a year-on-year decrease of 14.50%, and a net profit attributable to shareholders of -5.78 million yuan, a decline of 137.08% [2]. - The number of shareholders as of June 30 was 23,200, a decrease of 3.94% from the previous period, while the average circulating shares per person increased by 5.51% to 15,527 shares [2]. - Since its A-share listing, Lanwei Medical has distributed a total of 320 million yuan in dividends, with 200 million yuan distributed over the past three years [3].

Group 1 - The core point of the article is the internal restructuring at Lanwei Medical, leading to the resignation of Sun Linjie as the head of the internal audit department, with Xie Shumin appointed as the new head [1] - The term of Sun Linjie was originally set to last until the end of the fourth board of directors' term, which will conclude on August 22, 2025 [1] - For the first half of 2025, Lanwei Medical's revenue composition was 51.41% from commercial activities and 48.59% from services [1]

Core Viewpoint - Lanwei Medical announced the resignation of its internal audit department head, Sun Linjie, due to internal work adjustments, while she will continue to hold other positions within the company [2]. Group 1 - The resignation was formally submitted in a written report to the company's board of directors [2]. - Sun Linjie's position was originally set to last until the end of the fourth board term [2]. - The company is undergoing internal adjustments that prompted this change in leadership [2].

Core Points - Lanwei Medical (301060) announced that it will hold the first extraordinary general meeting of shareholders for 2025 on September 19, 2025 [1] - The agenda for the meeting includes proposals to amend the company's articles of association and related governance rules, as well as to handle business registration changes [1]

Core Viewpoint - Lanwei Medical (301060.SZ) reported a significant improvement in its financial performance in the first half of the year, with a revenue of 759 million yuan and a narrowed loss of 5.78 million yuan, indicating positive operational adjustments [1] Financial Performance - The company achieved a revenue of 759 million yuan in the first half of the year, with a loss of 5.78 million yuan [1] - In the second quarter, the company recorded a profit of 2.30 million yuan, a significant improvement compared to a loss of 8.08 million yuan in the first quarter [1] Operational Efficiency - Lanwei Medical optimized its cash collection processes and enhanced operational efficiency, resulting in positive cash flow from operating activities [1] - The company strengthened its accounts receivable collection, alleviating cash flow pressure and laying a solid foundation for long-term healthy development [1] Cost Management - The company focused on lean management in laboratories and utilized technology to reduce operational costs, further optimizing its overall cost control capabilities [1] Market Position and Future Outlook - Lanwei Medical maintains a leading market share in the industry, and despite short-term performance disruptions from external factors, the narrowing losses, improved cash flow, and positive cost management signals are clear [1] - With the peak medical demand season approaching in the second half of the year, the company is expected to accelerate its turnaround and return to a growth trajectory through refined operations [1]