Fundraising Overview - The company raised a total of RMB 1,075,950,160.00 by issuing 51,333,500 shares at a price of RMB 20.96 per share, with a net amount of RMB 978,057,381.28 after deducting issuance costs [1][4] - As of March 5, 2025, the company raised RMB 213,999,988.12 by issuing 13,032,886 shares at a price of RMB 16.42 per share, resulting in a net amount of RMB 203,920,127.60 after deducting related costs [2][4] Fund Utilization - By June 30, 2025, the company had invested a total of RMB 89,883.02 million in fundraising projects, with RMB 538.30 million used in the current year [2][4] - The remaining balance of the fundraising account as of June 30, 2025, was RMB 4,168.62 million [2][4] Fund Management - The company established a fundraising management system in compliance with relevant laws and regulations to protect investor rights [3][4] - Special accounts for fundraising were opened at various banks, and a tripartite supervision agreement was signed with the sponsor and banks [3][4] Project Investment - The company reported that the funds were used for several projects, including the expansion of orthopedic implant production and the establishment of a research and development center [6][7] - None of the projects could independently account for their benefits due to their nature, which includes infrastructure improvements and marketing network expansions [6][7] Cash Management - The company approved the use of up to RMB 100 million of temporarily idle fundraising for cash management, ensuring it does not affect project construction [10][11] - As of June 30, 2025, the company had engaged in cash management with idle funds, generating a return of RMB 1.84 million [11] Adjustments and Compliance - The company has not used any excess funds for permanent working capital or loan repayments during the reporting period [10][15] - There were no violations in the use of fundraising, and the company has complied with disclosure obligations [12][15]

Core Viewpoint - The report highlights the significant growth in revenue and profit for Shanghai Sanyou Medical Co., Ltd. in the first half of 2025, driven by the increasing demand for orthopedic medical devices in the context of an aging population and rising healthcare awareness in China [4][6][9]. Company Overview - Shanghai Sanyou Medical Co., Ltd. focuses on the research, development, production, and sales of orthopedic implants and ultrasonic surgical devices [9][12]. - The company has established a strong brand presence in the spinal implant sector and is recognized for its innovative capabilities in product development [7][11]. Financial Performance - The company reported a revenue of approximately 249.76 million yuan for the first half of 2025, representing a year-on-year increase of 17.77% [4]. - The total profit reached approximately 40.42 million yuan, a significant increase of 648.18% compared to the same period last year [4]. - The net profit attributable to shareholders was approximately 36.60 million yuan, marking a remarkable growth of 2,083.64% year-on-year [4]. Market Trends - The orthopedic medical device market in China is expected to continue its stable growth, driven by an aging population and increasing prevalence of orthopedic diseases [6][9]. - The global orthopedic device market is projected to grow, with orthopedic medical devices accounting for about 9% of the total medical device market [6]. Product Development and Innovation - The company emphasizes original innovation in product development, focusing on meeting clinical needs and improving existing therapies [10][18]. - Recent advancements include the introduction of new materials and technologies in orthopedic implants, enhancing their mechanical strength and biocompatibility [8][10]. Strategic Acquisitions - The company completed the acquisition of the remaining minority stake in Water Wood Pavilion, which specializes in ultrasonic surgical devices, enhancing its product offerings and market position [12][13]. - A joint venture with a South Korean company was established to develop innovative cell biological materials, further strengthening the company's R&D capabilities [13]. International Expansion - The company has made significant progress in international markets, particularly in the U.S. and Europe, with successful product launches and increasing sales [16]. - The introduction of advanced surgical systems and technologies is expected to drive growth in these markets [16][17].

Core Points - Shanghai Sanyou Medical Devices Co., Ltd. reported a significant increase in revenue and profit for the first half of 2025, with operating income rising by 17.77% to CNY 249.76 million and total profit increasing by 648.18% to CNY 40.42 million [1] - The company's total assets at the end of the reporting period were CNY 2.31 billion, reflecting a slight increase of 0.32% compared to the previous year [1] Financial Summary - Total assets: CNY 2,314,136,752.55 at the end of the reporting period, up from CNY 2,306,660,250.83 [1] - Operating income: CNY 249,760,157.28, compared to CNY 212,076,101.08 in the same period last year, representing a 17.77% increase [1] - Total profit: CNY 40,424,190.71, a substantial increase from CNY 5,403,015.11, marking a 648.18% rise [1] - Net profit attributable to shareholders: CNY 26,024,141.93, compared to a loss of CNY 1,816,185.53 in the previous year [1] - Net cash flow from operating activities: CNY -8,070,534.49, an improvement from CNY -15,431,761.97 [1] Shareholder Information - Total number of shareholders as of the reporting period: 7,108 [2] - Major shareholders include QM5 LIMITED with 14.74% and Xu Nong with 11.78% [2][3] - The company has established a concerted action relationship among major shareholders, including Xu Nong, Michael Mingyan Liu, and David Fan [3]

Core Viewpoint - The Shanghai Sanyou Medical Equipment Co., Ltd. has proposed a 2025 Restricted Stock Incentive Plan, which has been reviewed and approved by the Board's Compensation and Assessment Committee, confirming that the company meets all legal requirements for implementing such a plan [1][2][3][4] Group 1: Eligibility and Compliance - The company does not have any prohibitive circumstances under relevant laws and regulations that would prevent the implementation of the stock incentive plan [1] - The company possesses the necessary qualifications to implement the stock incentive plan, with all selected incentive recipients meeting the criteria set forth in applicable laws and regulations [2] - The drafting and review process of the incentive plan complies with the Company Law, Securities Law, and other relevant regulations, ensuring that the plan does not infringe on the interests of the company or its shareholders [3] Group 2: Plan Details and Benefits - The incentive plan does not involve providing loans, guarantees, or any other financial assistance to the incentive recipients [4] - The implementation of the incentive plan is expected to enhance the company's long-term incentive mechanism, attract and retain talent, and align the interests of shareholders, the company, and the core team, promoting long-term development [4]

Meeting Information - The shareholders' meeting is scheduled for September 12, 2025, at 14:00 [1] - The meeting will be held at the company's conference room located at 385 Hui Rong Road, Jiading Industrial Zone, Shanghai [1] - Voting will be conducted through a combination of on-site and online methods [1] Voting Procedures - The online voting system used will be the Shanghai Stock Exchange shareholders' meeting online voting system [2] - Voting will be available from 9:15 to 15:00 on the day of the meeting [1][2] - Shareholders must complete identity verification to vote via the internet [2] Agenda Items - The meeting will review several proposals, including the management assessment method and matters related to the restricted stock incentive plan [2] - All proposals have been approved by the company's board meeting held on August 22, 2025 [2] Attendance Requirements - Shareholders registered by the close of trading on September 5, 2025, are eligible to attend the meeting [4] - Shareholders can appoint a proxy to attend and vote on their behalf [4] Registration Details - Registration for the meeting will take place on September 8, 2025, from 9:00 to 17:00 [5] - Registration can be done via mail or fax, and must be completed by the specified deadline [5] Contact Information - For inquiries, shareholders can contact Ms. Wang at 021-58266088 [5]

东方证券股份有限公司 关于上海三友医疗器械股份有限公司 使用部分闲置募集资金暂时补充流动资金的 核查意见 东方证券股份有限公司（以下简称"东方证券"或"独立财务顾问"）作为 上海三友医疗器械股份有限公司（以下简称"三友医疗"或"公司"）发行股份 及支付现金购买资产并募集配套资金暨关联交易的独立财务顾问，根据《证券发 行上市保荐业务管理办法》 《上市公司募 集资金监管规则》《上海证券交易所科创板上市公司自律监管指引第 1 号——规 《上海证券交易所上市公司自律监管指引第 11 号——持续督导》等法律 范运作》 法规的相关规定，对三友医疗本次拟使用部分闲置募集资金暂时补充流动资金事 项进行了专项核查，具体核查情况如下： 一、募集资金基本情况 经上海证券交易所并购重组审核委员会 2024 年 12 月 30 日审核同意，并经 中国证券监督管理委员会于 2025 年 1 月 17 日《关于同意上海三友医疗器械股份 有限公司发行股份购买资产并募集配套资金注册的批复》 （证监许可〔2025〕109 号）同意注册，公司获准向特定对象发行人民币普通股 13,032,886 股，每股面值 人民币 1.00 元，每股发行价为人民 ...

Core Viewpoint - Shanghai Sanyou Medical Devices Co., Ltd. has announced a stock incentive plan to grant 4.782 million restricted stocks, accounting for 1.43% of the company's total share capital, aimed at attracting and retaining talent while aligning the interests of shareholders, the company, and core team members [1][3][4]. Group 1: Incentive Plan Overview - The incentive plan involves granting restricted stocks as a means of employee motivation [3][4]. - The total number of restricted stocks to be granted is 4.782 million, which is approximately 1.43% of the company's total share capital of 333.462498 million shares [1][4]. - The stocks will be sourced from shares repurchased from the secondary market or newly issued shares directed to the incentive recipients [3][4]. Group 2: Eligibility and Distribution - The incentive recipients include 55 individuals, primarily directors, senior management, and key personnel, excluding independent directors [5][6]. - The distribution of restricted stocks among recipients is structured, with specific allocations for directors and senior management [5][6]. Group 3: Granting and Vesting Conditions - The grant price for the restricted stocks is set at 11.12 yuan per share, which is based on a formula ensuring it is not lower than the stock's par value or a percentage of the average trading price prior to the announcement [10][11]. - The vesting of the stocks is contingent upon meeting performance targets related to revenue growth, with specific thresholds set for the years 2025 and 2026 [14][16]. Group 4: Performance Assessment - The performance assessment will be conducted annually, with the first assessment in 2025 and the second in 2026, based on the company's revenue growth rate [14][16]. - The plan includes a dual-layer assessment: company-level performance and individual performance, which will determine the actual number of stocks vested to each recipient [16][17]. Group 5: Legal and Procedural Framework - The plan adheres to relevant laws and regulations, including the Company Law and Securities Law, and requires approval from the board and shareholders [2][3][5]. - The implementation of the plan involves a series of procedural steps, including public disclosure and legal opinions from independent advisors [18][19].

证券简称：三友医疗 证券代码：688085 独立财务顾问报告 目 录 一、释义 ·························································································· 3 二、声明 ·························································································· 4 三、基本假设 ···················································································· 5 四、独立财务顾问意见 ········································································ 6 （一） 对公司实行 2025 年限制性股票激励计划条件的核查意见 ················6 （二） 对 2025 年限制性股票激励计划内容及可行性的核查意见 ················7 ...

注：表格中部分合计数与各明细数直接相加之和在尾数上如有差异，是由于四舍五入所造成。 上海三友医疗器械股份有限公司董事会 | | | | | | 占本激励计 | | | --- | --- | --- | --- | --- | --- | --- | | | | | 获授的限制 | 占授予限制 | | | | 序 | | | | | 划草案公告 | | | 姓名 国籍 | | 职务 | 性股票数量 | | 性股票总数 | | | 号 | | | | | 日公司股本 | | | | | | （万股） | 的比例 | | | | 一、董事、高级管理人员 | | | | | 总额的比例 | | | | 董事、副总裁、首席运 | | | | | | | | 营官 | | | | | | | 董事、高级管理人员小计 | | | | 45.00 | 9.41% | 0.13% | | 二、其他激励对象 | | | | | | | | 核心骨干人员 | | | | | | | （共 53 人） 合计 478.20 100.00% 1.43% 上海三友医疗器械股份有限公司 ...

Group 1 - The company Huayang Intelligent announced a provision for asset impairment of 4.1513 million yuan, which will lead to a reduction in total profit by the same amount for the first half of 2025 [1] - The company's revenue composition for the year 2024 is as follows: motor manufacturing accounts for 88.41%, medical devices for 7.6%, and other businesses for 3.99% [1]