安徽天禾律师事务所 关于安徽宏宇五洲医疗器械股份有限公司 2025 年第一次临时股东会法律意见书 天律意 2025 第 03079 号 6、本次股东会会议文件。 本所保证本法律意见书所认定的事实真实、准确、完整，所发表的结论性意 1 致：安徽宏宇五洲医疗器械股份有限公司 根据《中华人民共和国公司法》（下称《公司法》）、《中华人民共和国证 券法》（下称《证券法》）、中国证券监督管理委员会《上市公司股东会规则》 （下称《股东会规则》）、《安徽宏宇五洲医疗器械股份有限公司公司章程》（下 称《公司章程》）等相关规定，以及贵公司（下称公司）与安徽天禾律师事务所 （下称本所）签订的《法律顾问合同》，本所律师出席公司 2025 年第一次临时 股东会，并对本次股东会相关事项进行了见证，出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定，严格履行 了法定职责，遵循了勤勉尽责和诚实信用的原则，对本次股东会所涉及的相关事 项进行了必要的核查和验证，核查了本所认为出具本法律意见书所需的相关文件 和资料。为出具本法律意见，本所律师审查了公 ...

证券代码：301234 证券简称：五洲医疗 公告编号：2025-035 安徽宏宇五洲医疗器械股份有限公司 2025 年第一次临时股东会决议公告 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、误导性陈述或者重大遗漏。 特别提示： 1、本次股东会未出现否决提案的情形； 2、本次股东会不涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况 1、会议通知情况 安徽宏宇五洲医疗器械股份有限公司（以下简称"公司"）2025 年第一次 临时股东会通知于 2025 年 10 月 24 日在巨潮资讯网（http://www.cninfo.com.cn） 以公告形式发出。 2、会议召开方式：采用现场投票与网络投票相结合的方式 3、召开时间： （1）现场会议召开时间：2025 年 11 月 13 日（星期四）下午 14：00 （2）网络投票时间：2025 年 11 月 13 日。其中，通过深圳证券交易所交 易系统进行网络投票的时间为 2025 年 11 月 13 日（星期四）上午 9:15-9:25， 9:30-11:30，下午 13:00-15:00；通过深圳证券交易所互联网系 ...

Core Viewpoint - The stock of Wuzhou Medical (301234) has shown a decline in price and mixed capital flow, indicating potential challenges in market sentiment and financial performance [1][2]. Financial Performance - As of November 7, 2025, Wuzhou Medical's stock closed at 39.94 yuan, down 1.19% with a trading volume of 8,708 hands and a transaction value of 34.96 million yuan [1]. - In the third quarter of 2025, the company reported a main revenue of 128 million yuan, a year-on-year decrease of 1.51%, and a net profit attributable to shareholders of 7.99 million yuan, down 36.39% year-on-year [3]. - For the first three quarters of 2025, the company's main revenue was 345 million yuan, up 0.82% year-on-year, while the net profit decreased by 46.09% to 18.51 million yuan [3]. Capital Flow Analysis - On November 7, 2025, the net outflow of main funds was 2.61 million yuan, accounting for 7.47% of the total transaction value, while retail investors saw a net inflow of 2.69 million yuan, representing 7.68% of the total [1][2]. - Over the past five days, the stock has experienced fluctuating capital flows, with significant net outflows from main funds on November 6 and 7, indicating a bearish sentiment [2]. Industry Comparison - Wuzhou Medical's total market value is 2.716 billion yuan, significantly lower than the industry average of 11.464 billion yuan, ranking 111 out of 124 in the medical device industry [3]. - The company's net profit margin stands at 5.36%, below the industry average of 9.57%, and its gross margin is 14.22%, compared to the industry average of 51.22% [3].

Core Viewpoint - Fivezhou Medical has shown a positive stock performance with a 1.38% increase, reaching a market capitalization of 2.791 billion yuan, benefiting from the depreciation of the RMB and its classification as a "specialized, refined, distinctive, and innovative" enterprise [1][2][3]. Company Overview - The company specializes in the research, production, and sales of disposable sterile infusion medical devices, including various types of syringes, infusion sets, blood transfusion devices, and other medical supplies [2][7]. - As of October 20, the company reported a revenue of 345 million yuan for the first nine months of 2025, reflecting a year-on-year growth of 0.82%, while the net profit attributable to shareholders decreased by 46.09% to 18.51 million yuan [7]. Financial Performance - The overseas revenue accounted for 96.88% of the total revenue, which is positively impacted by the depreciation of the RMB [3]. - The average trading cost of the stock is 43.69 yuan, with the current price near a support level of 40.68 yuan [6]. Market Position - The company has been recognized as a "specialized, refined, distinctive, and innovative" enterprise, which is a prestigious title for small and medium-sized enterprises in China, indicating strong innovation capabilities and market share [3]. - The main business revenue composition includes syringes (41.29%), medical puncture needles (25.51%), and infusion and blood transfusion devices (20.92%) [7]. Shareholder Information - As of September 30, 2025, the number of shareholders increased by 17.31% to 5,489, while the average circulating shares per person decreased by 14.76% to 7,318 shares [7].

Core Viewpoint - The recent shareholding changes of Wuzhou Medical (301234) indicate a trend of share reduction among executives, with a notable decline in stock price during the same period [1][2]. Summary by Sections Shareholding Changes - On October 30, 2025, supervisor Zhou Lexiang reduced his holdings by 3,800 shares, representing 0.0056% of the total share capital, with the stock price dropping by 2.82% to close at 41.06 yuan [1]. - In the past six months, Zhou Lexiang has made two notable transactions: a reduction of 20,000 shares on October 29, 2025, at an average price of 43.35 yuan, and the aforementioned reduction on October 30 [1]. Executive Shareholding Details - The current shareholding status of key executives includes: - Huang Fan, Chairman, holds 16.43 million shares - Zhang Hongyu, General Manager, holds 6.12 million shares - Pen Bingyi, Vice Chairman, holds 13.77 million shares - Other executives have minimal or no shareholdings [2]. Financing and Margin Trading - Recent financing data shows a net outflow of 15.4481 million yuan in the last five days, indicating a decrease in financing balance, while there has been no net inflow in margin trading [2]. Institutional Ratings - There have been no institutional ratings for the stock in the last 90 days [3].

Core Viewpoint - Wuzhou Medical, a leading ODM supplier of disposable medical devices in China, has reported lower-than-average revenue and net profit in the industry, indicating potential challenges in market competitiveness [2]. Group 1: Company Overview - Wuzhou Medical was established on April 15, 2011, and was listed on the Shenzhen Stock Exchange on July 5, 2022. The company is headquartered in Anqing, Anhui Province [1]. - The company specializes in the research, production, and sales of disposable sterile infusion medical devices and other related medical supplies, primarily serving foreign medical device brands through an "ODM + integrated supply" model [1]. Group 2: Financial Performance - For Q3 2025, Wuzhou Medical reported a revenue of 345 million yuan, ranking 40th out of 50 in the industry, significantly lower than the top competitor, Yingke Medical, which reported 7.425 billion yuan [2]. - The company's net profit for the same period was 18.51 million yuan, ranking 41st in the industry, again far below the leading player, Lepu Medical, which reported 996 million yuan [2]. - The asset-liability ratio for Q3 2025 was 12.32%, slightly higher than the previous year's 11.87% but lower than the industry average of 23.66% [2]. - The gross profit margin for Q3 2025 was 14.22%, down from 17.37% in the previous year and significantly below the industry average of 48.78% [2]. Group 3: Management and Shareholder Information - The chairman, Huang Fan, received a salary of 1.0238 million yuan in 2024, a decrease of 661,400 yuan from 2023 [3]. - The number of A-share shareholders decreased by 17.56% to 4,986 as of September 30, 2025, with the average number of circulating A-shares held per shareholder dropping by 28.34% [3].

Core Insights - The medical device sector experienced a slight increase of 0.37% on October 24, with Mai Lande leading the gains [1] - The Shanghai Composite Index closed at 3950.31, up 0.71%, while the Shenzhen Component Index closed at 13289.18, up 2.02% [1] Medical Device Sector Performance - Top gainers included: - Mai Lande (688273) with a closing price of 41.92, up 6.31%, trading volume of 29,300 hands, and a transaction value of 121 million yuan [1] - Xiangyu Medical (688626) at 53.21, up 6.10%, with a trading volume of 41,100 hands and a transaction value of 216 million yuan [1] - Xiangsheng Medical (688358) at 35.27, up 4.75%, with a trading volume of 38,400 hands and a transaction value of 136 million yuan [1] - Other notable gainers included: - Aohua Endoscopy (688212) at 50.59, up 4.74%, with a transaction value of 225 million yuan [1] - Weisi Medical (688580) at 49.10, up 4.71%, with a transaction value of approximately 99.8 million yuan [1] Decliners in Medical Device Sector - Notable decliners included: - Chenguang Medical (920300) at 17.51, down 8.80%, with a trading volume of 124,000 hands [2] - Toukeng Life (300642) at 22.95, down 5.40%, with a trading volume of 175,700 hands [2] - Haitai New Light (688677) at 48.50, down 5.05%, with a trading volume of 38,800 hands [2] - Other significant decliners included: - Sino Medical (688108) at 28.00, down 4.73%, with a trading volume of 263,700 hands [2] - Tianchen Medical (688013) at 55.66, down 3.98%, with a trading volume of 19,200 hands [2] Capital Flow in Medical Device Sector - The medical device sector saw a net outflow of 654 million yuan from major funds, while retail investors contributed a net inflow of 455 million yuan [2]

Core Points - The company has ensured that the information disclosed is true, accurate, and complete, with no false records or misleading statements [1][10][16] - The board and supervisory board have confirmed the authenticity of the quarterly report and accept legal responsibility for its accuracy [2][12][18] - The third-quarter financial report has not been audited [3][9] Financial Data - The company has not made any retrospective adjustments or restatements of previous accounting data [3] - There are no non-recurring profit and loss items applicable for the quarter [3] - The company has reported no changes in major accounting data and financial indicators [4][7] Shareholder Information - The company has disclosed that major shareholders and board members plan to reduce their holdings [6] - The company has undergone a change in controlling shareholders, with the previous agreement expiring [6] Board and Supervisory Meetings - The third supervisory board meeting was held on October 22, 2025, with all members present [11] - The board approved the third-quarter report, confirming its compliance with legal regulations [12][18] - The board meeting also approved amendments to the company’s articles of association, eliminating the supervisory board [22][25] Upcoming Events - The company will hold its first extraordinary general meeting of 2025 on November 13, 2025, to discuss the approved proposals [36][40] - The meeting will include provisions for both on-site and online voting [42][43]

Core Viewpoint - Wuzhou Medical (301234.SZ) reported a decline in both revenue and net profit for Q3 2025, indicating potential challenges in its financial performance [1] Financial Performance - The company's operating revenue for Q3 2025 was 128 million yuan, representing a year-on-year decrease of 1.51% [1] - The net profit attributable to shareholders of the listed company was 7.99 million yuan, down 36.39% year-on-year [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 6.48 million yuan, reflecting a year-on-year decline of 28.01% [1]

Core Insights - The company reported a revenue of 345 million yuan for the first three quarters of 2025, reflecting a year-on-year growth of 0.82% [1] - The net profit attributable to shareholders decreased to 18.51 million yuan, representing a decline of 46.09% year-on-year [1] - The net profit attributable to shareholders after deducting non-recurring gains and losses was 14.82 million yuan, down 45.30% compared to the previous year [1]