北京市中伦律师事务所 关于三博脑科医院管理集团股份有限公司 2025 年第二次临时股东会的 法律意见 二〇二五年十一月 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 北京市中伦律师事务所 关于三博脑科医院管理集团股份有限公司 2025 年第二次临时股东会的 法律意见 致：三博脑科医院管理集团股份有限公司 北京市中伦律师事务所（以下简称"本所"）接受三博脑科医院管理集团股份 有限公司（以下简称"公司"）委托，指派本所律师列席公司 2025 年第二次临时 股东会（以下简称"本次股东会"），并出具本法律意 ...

证券代码：301293 证券简称：三博脑科 公告编号：2025-046 三博脑科医院管理集团股份有限公司 2025 年第二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、误导性陈述或重大遗漏。 特别提示： 1、本次股东会未出现否决议案的情形； 2、本次股东会未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、股东会召集人：公司董事会。 2、会议召开的合法、合规性：本次股东会的召开符合有关法律、行政法规、 部门规章、规范性文件及《公司章程》的规定。 3、会议召开时间： 1 权股份总数的 37.3230％。其中：通过现场投票的股东 3 人，代表股份 21,948,003 股，占公司有表决权股份总数的 10.8124％。通过网络投票的股东 288 人，代表 股份 53,813,928 股，占公司有表决权股份总数的 26.5107％。 （1）现场会议时间：2025 年 11 月 12 日下午 15:30 （2）网络投票时间：通过深圳证券交易所交易系统进行网络投票的具体时 间为：2025 年 11 月 12 日上午 9:15-9:25、9: ...

Group 1 - The core point of the news is that Shanghai Ladder Medical Technology Co., Ltd. has developed an "implantable wireless brain-machine interface system" which has entered the special review process for innovative medical devices by the National Medical Products Administration (NMPA) in China, marking a significant step in the commercialization of this cutting-edge technology in the country [1] - This product is the first invasive brain-machine interface to enter the "green channel" for medical devices in China, indicating a transition from clinical validation to market access [1] Group 2 - Following this news, A-share market stocks related to brain-machine interfaces have shown strong performance, with Aipeng Medical rising nearly 12%, Century Huatong and Innovation Medical increasing over 7%, and Botuo Bio up over 5% [2] - Other companies in the sector, such as Xiangyu Medical, Sanbo Neuroscience, Saili Medical, Dinake, Taihe Technology, and Chengyitong, have also seen their stock prices rise by over 3% [2]

Core Viewpoint - The A-share market is experiencing a surge in brain-computer interface concept stocks, driven by the approval of a domestically developed implantable wireless brain-computer interface system entering the special review process by the National Medical Products Administration of China, marking a significant step in the commercialization of this technology in China [1] Group 1: Stock Performance - Aipeng Medical saw a nearly 12% increase in stock price, with a total market value of 40.03 billion and a year-to-date increase of 80.63% [2] - Century Huatong and Innovative Medical both rose over 7%, with market values of 141.1 billion and 10.5 billion respectively, and year-to-date increases of 269.65% and 198.87% [2] - Botao Biological increased by over 5%, with a market value of 6.62 billion and a year-to-date increase of 95.06% [2] - Xiangyu Medical rose over 4%, with a market value of 8.33 billion and a year-to-date increase of 78.19% [2] - Other notable stocks include Sanbo Brain Science, Saily Medical, Dineike, Taihe Technology, and Chengyi Tong, all showing increases of over 3% [1][2] Group 2: Industry Development - The implantable wireless brain-computer interface system developed by Shanghai Ladder Medical Technology Co., Ltd. is the first invasive brain-computer interface product to enter the "green channel" for innovative medical devices in China, indicating a key advancement from clinical validation to market access in this cutting-edge technology field [1]

Core Insights - The CSI Medical Index (399989) closed at 7188.73 points, down 0.49%, with a trading volume of 15.495 billion yuan and a turnover rate of 1.31% [1] - Among the index constituents, 20 stocks rose while 29 stocks fell, with Furuide (福瑞股份) leading the gainers at 4.41% and Sanbo Brain Science (三博脑科) leading the decliners at 5.29% [1] Index Performance - The CSI Medical Index's top ten constituents include: - WuXi AppTec (药明康德) with a weight of 13.85% and a latest price of 94.84 yuan, down 0.89% [1] - Mindray Medical (迈瑞医疗) with a weight of 8.24% and a latest price of 205.79 yuan, down 0.27% [1] - United Imaging Healthcare (联影医疗) with a weight of 7.95% and a latest price of 137.66 yuan, down 0.10% [1] - Aier Eye Hospital (爱尔眼科) with a weight of 6.56% and a latest price of 12.06 yuan, unchanged [1] - Tigermed (泰格医药) with a weight of 3.55% and a latest price of 58.32 yuan, down 0.63% [1] - Kanglong Chemical (康龙化成) with a weight of 3.41% and a latest price of 31.67 yuan, down 1.80% [1] - Aimeike (爱美客) with a weight of 2.78% and a latest price of 149.16 yuan, down 1.87% [1] - New Industry (新产业) with a weight of 2.75% and a latest price of 62.34 yuan, up 0.58% [1] - Lepu Medical (乐普医疗) with a weight of 2.74% and a latest price of 16.74 yuan, down 3.07% [1] - Huatai Medical (惠泰医疗) with a weight of 2.68% and a latest price of 283.50 yuan, down 0.65% [1] Capital Flow - The net outflow of main funds from the CSI Medical Index constituents totaled 724 million yuan, while retail investors saw a net inflow of 604 million yuan [1] - Notable capital flows include: - Furuide (福瑞股份) with a net inflow of 96.5164 million yuan from main funds [2] - Mindray Medical (迈瑞医疗) with a net outflow of 90.3162 million yuan from speculative funds [2] - Yuyue Medical (鱼跃医疗) with a net inflow of 81.3628 million yuan from main funds [2]

Market Overview - The medical services sector experienced a decline of 0.21% on November 7, with Sanbo Brain Science leading the drop [1] - The Shanghai Composite Index closed at 3997.56, down 0.25%, while the Shenzhen Component Index closed at 13404.06, down 0.36% [1] Stock Performance - Notable gainers in the medical services sector included: - Yingkang Life: closed at 10.64, up 1.04% with a trading volume of 67,000 shares and a turnover of 71.37 million yuan [1] - Lanwei Medical: closed at 9.90, up 0.92% with a trading volume of 41,900 shares and a turnover of 41.39 million yuan [1] - Aoyang Health: closed at 4.51, up 0.89% with a trading volume of 333,700 shares and a turnover of 151 million yuan [1] - Major decliners included: - Sanbo Brain Science: closed at 59.07, down 5.29% with a trading volume of 136,500 shares and a turnover of 812 million yuan [2] - Chuangxin Medical: closed at 23.13, down 4.62% with a trading volume of 567,100 shares and a turnover of 1.316 billion yuan [2] - Shuyuan New Drug: closed at 32.49, down 3.30% with a trading volume of 146,800 shares and a turnover of 482 million yuan [2] Capital Flow - The medical services sector saw a net outflow of 845 million yuan from institutional investors, while retail investors contributed a net inflow of 720 million yuan [2] - Key stocks with significant capital flow included: - Hai Te Biological: net inflow of 20.28 million yuan from institutional investors [3] - Aoyang Health: net inflow of 14.05 million yuan from institutional investors [3] - Yingkang Life: net inflow of 5.65 million yuan from institutional investors [3]

Core Viewpoint - Sanbo Brain Science (301293) stated on November 6 that it will disclose shareholder information in its regular reports according to information disclosure regulations [1] Group 1 - The company will provide details about the number of shareholders in its periodic reports [1]

Core Viewpoint - Sanbo Brain Science has shown significant stock price growth this year, with a notable increase in trading activity and market capitalization, indicating strong investor interest and potential in the healthcare sector [1][2]. Group 1: Stock Performance - Sanbo Brain Science's stock price has increased by 49.49% year-to-date, with a 12.41% rise in the last five trading days, 8.68% in the last 20 days, and 33.36% over the past 60 days [2]. - As of October 30, the stock was trading at 64.48 CNY per share, with a total market capitalization of 13.282 billion CNY [1]. Group 2: Financial Performance - For the period from January to September 2025, Sanbo Brain Science reported a revenue of 1.273 billion CNY, reflecting a year-on-year growth of 20.26%. However, the net profit attributable to shareholders decreased by 20.01% to 83.6282 million CNY [2]. Group 3: Shareholder Information - As of September 30, 2025, the number of shareholders increased to 43,500, with an average of 3,701 circulating shares per person, a slight decrease of 0.63% [2]. - The company has distributed a total of 45.0954 million CNY in dividends since its A-share listing [3]. Group 4: Institutional Holdings - Among the top ten circulating shareholders, Huabao Zhongzheng Medical ETF holds 4.0556 million shares, a decrease of 749,300 shares from the previous period. The Southern Zhongzheng 1000 ETF holds 1.3194 million shares, down by 10,100 shares [3].

Core Viewpoint - The recent financial report of Sanbo Neurosurgery (301293) shows a mixed performance with a significant increase in revenue but a notable decline in net profit, raising concerns about the company's financial health and operational efficiency [1][4]. Financial Performance - Total revenue for the third quarter of 2025 reached 1.273 billion yuan, a year-on-year increase of 20.26% [1] - Net profit attributable to shareholders was 83.628 million yuan, reflecting a year-on-year decrease of 20.01% [1] - The gross profit margin was 24.87%, down 0.38% from the previous year, while the net profit margin dropped significantly to 6.28%, a decrease of 43.19% [1] - Total accounts receivable increased by 36.13%, raising concerns as it reached 1.35 billion yuan, which is 128.58% of the profit [3] Cost and Expenses - Total expenses (selling, administrative, and financial) amounted to 189 million yuan, accounting for 14.82% of revenue, which is an increase of 17.65% year-on-year [1] - The company reported a significant increase in interest-bearing liabilities, which rose by 577.76% to 375 million yuan [1] Investment and Returns - The company's return on invested capital (ROIC) was 4.01%, indicating weak capital returns, with a historical median ROIC of 7.44% since its listing [4] - The net profit margin for the previous year was 8.09%, suggesting that the company's products or services have average added value [4] Business Development - The new hospital facility in Kunming has significantly upgraded its medical environment and equipment, enhancing its diagnostic and treatment capabilities [6] - The hospital has introduced a multidisciplinary approach, focusing on neurosurgery, neurology, and cardiology, aiming for a collaborative development model [6] Market Position - The largest fund holding Sanbo Neurosurgery is the Galaxy Medical Mixed A fund, which has increased its holdings, indicating institutional interest in the company [5]

Group 1 - The core viewpoint of the news is that Sanbo Brain Science (301293.SZ) reported a decrease in institutional ownership in its third-quarter report for 2025, with a total of 9 institutional investors holding 42.6175 million shares, representing 20.69% of the total share capital, down by 1.89 percentage points from the previous quarter [1] Group 2 - In the public fund sector, there was an increase in holdings from one public fund, Galaxy Medical Mixed A, while two public funds, Huabao CSI Medical ETF and Southern CSI 1000 ETF, reported a decrease in holdings by 0.37% [2] - A total of 73 public funds did not disclose their holdings this quarter, including major funds like Huaxia CSI 1000 ETF and GF CSI 1000 ETF [2] - In the insurance sector, two insurance funds, both from Taikang Life Insurance, reported a slight decrease in holdings [2] - Foreign investment sentiment showed a decrease in holdings from one foreign fund, TBP 3Doctors (HK) Limited, by 0.21% [2]