G E Y U A N 格 远 律 师 事 务 所 Law Firm 关于山西锦波生物医药股份有限公司 2024 年年度股东会的 法律意见书 山西格远律师事务所 )二五年五 山西格远律师事务所 关于山西锦波生物医药股份有限公司 2024 年年度股东会的 法律意见书 致:山西锦波生物医药股份有限公司 根据《中华人民共和国证券法(2019年修订)》(以下简称"《证券法》")《中 华人民共和国公司法(2023年修正)》(以下简称"《公司法》")《北京证券交易 所上市公司持续监管办法》《上市公司信息披露管理办法》等法律、法规和其他 有关规范性文件的要求,山西格远律师事务所(以下简称"本所")接受山西锦 波生物医药股份有限公司(以下简称"锦波生物"或"公司")的委托,指派律 师参加公司 2024年年度股东会(以下简称"本次股东会"或"本次会议")。 均真实有效:所有相关自然人均具有完全民事行为能力;锦波生物相关工作人员 口头介绍的情况均是真实、准确、完整的。本所律师依法对出具本《法律意见书》 所依据的文件资料的真实性、准确性、完整性进行了核查和验证。核查和验证时, 本所律师对与法律相关的事项履行法律专业人士特别的注意义 ...

Market Overview - On May 23, the total trading volume of stocks on the Beijing Stock Exchange reached 1.269 billion shares, with a total transaction value of 27.181 billion yuan, a decrease of 10.005 billion yuan compared to the previous trading day [1] - Among the tradable stocks, 57 stocks closed higher, accounting for 21.43% of the total, with notable gainers including Chenguang Medical, Changfu Co., and Senxuan Pharmaceutical, which rose by 14.96%, 10.12%, and 9.73% respectively [1] - Conversely, 208 stocks closed lower, with the largest declines seen in Kexin New Materials, Shengnan Technology, and Air China Ocean, which fell by 9.04%, 8.54%, and 7.89% respectively [1] Trading Activity - A total of 87 stocks had transaction values exceeding 10 million yuan, with the highest transaction values recorded for Jinbo Biological, Changfu Co., and Wuxin Tunnel Equipment, at 813 million yuan, 597 million yuan, and 517 million yuan respectively [1] - In terms of trading activity, 48 stocks had a turnover rate exceeding 10%, with 8 stocks exceeding 20%. Additionally, 94 stocks had turnover rates between 5% and 10%, while 122 stocks had turnover rates between 1% and 5% [1] - The stocks with the highest turnover rates included Ningxin New Materials, Chenguang Medical, and Changfu Co., with turnover rates of 33.42%, 32.11%, and 31.21% respectively [1] Stock Performance - The closing prices and performance of notable stocks included: - Jinbo Biological: Closing price of 497.70 yuan, up 0.85%, turnover rate of 3.54%, transaction value of 812.56 million yuan [1] - Changfu Co.: Closing price of 45.90 yuan, up 10.12%, turnover rate of 31.21%, transaction value of 597.47 million yuan [1] - Wuxin Tunnel Equipment: Closing price of 41.27 yuan, down 7.28%, turnover rate of 14.02%, transaction value of 516.61 million yuan [1] - Chenguang Medical: Closing price of 21.90 yuan, up 14.96%, turnover rate of 32.11%, transaction value of 473.16 million yuan [1] - Air China Ocean: Closing price of 10.04 yuan, down 7.89%, turnover rate of 15.90%, transaction value of 473.14 million yuan [1]

Market Overview - The market experienced a day of volatility on May 22, with the ChiNext Index leading the decline, and the North Exchange 50 Index dropping over 6% [1][8] - The Shanghai Composite Index fell by 0.22%, the Shenzhen Component Index by 0.72%, and the ChiNext Index by 0.96% [1][2] Sector Performance - Bank stocks showed resilience, with several banks, including China Citic Bank, reaching new historical highs [4][11] - Conversely, new consumption concept stocks faced significant declines, with companies like Kexin Co. dropping over 10% [4] - The total trading volume in the Shanghai and Shenzhen markets was 1.1 trillion yuan, a decrease of 70.8 billion yuan from the previous trading day [4] Individual Stock Highlights - Ningde Times had a trading volume of over 7.4 billion yuan, leading the market, followed by BYD and Kunlun Wanwei [4][5] - Jinbo Biological, a leading stock on the North Exchange, saw its price drop over 17% during the day, attributed to profit-taking by investors after a significant price increase [10] ETF Performance - The S&P 500 ETF led the gains with an increase of 4.51%, while gaming ETFs also saw positive movements [6][7] Investment Sentiment - The market's adjustment was influenced by external factors, including a poor auction result for the 20-year U.S. Treasury bonds, which heightened global risk aversion [8] - There are indications of overcrowding in micro-cap stocks, with trading volumes surpassing previous highs, suggesting potential selling pressure [8] Banking Sector Insights - The banking sector is experiencing a positive trend, with analysts suggesting that the recent financial policies and structural tools could lead to a performance turnaround for banks [16]

Market Performance - The micro-cap stock index opened lower but surged over 1% to reach a historical high before closing down 1.37% [2] - The North Exchange 50 index experienced a significant decline, closing down 6.15% after reaching a historical high the previous day [2] Reasons for Adjustment - Analysts suggest that the recent market adjustment is due to both internal and external factors, including a historical pattern where high levels of congestion in the market led to significant pullbacks [3] - The micro-cap sector may face profit-taking pressure as funds become overly concentrated, potentially shifting market preference towards mid and large-cap stocks [3] Company-Specific Insights - Jinbo Biological (832982.BJ) saw its stock price drop over 17% during the day, closing down 14.55%. The company attributed the decline to market factors rather than specific company issues [3] - Jinbo Biological's stock had been on a steady rise since March, reaching a peak of 589.98 CNY per share on May 22, with a total market capitalization exceeding 52 billion CNY [3] - The company is recognized for its innovative medical device, the "recombinant type III humanized collagen freeze-dried fiber," which is the first of its kind in China, laying a solid foundation for clinical applications and industrial transformation [4] Market Sentiment - The poor results from the U.S. 20-year Treasury auction have led to a negative sentiment in the U.S. financial markets, potentially increasing global risk aversion and cautiousness [5] - There are indications that micro-cap stock investments may be overly crowded, with trading volumes surpassing previous highs, signaling significant overbought conditions [5]

Market Overview - The Shanghai Composite Index decreased by 0.06% as of 13:58, with a trading volume of 769.43 million shares and a turnover of 905.99 billion yuan, representing a 7.18% decrease compared to the previous trading day [1]. Industry Performance - The banking sector showed the highest increase with a rise of 0.64%, followed by the defense and military industry at 0.40%, and media at 0.24% [1]. - The largest declines were seen in the beauty and personal care sector, which fell by 3.43%, followed by basic chemicals at 1.37%, and social services at 1.35% [2]. Detailed Industry Data - **Banking**: Increased by 0.64%, with a turnover of 195.55 billion yuan, up 6.37% from the previous day. Leading stock: Qingdao Bank, up 3.48% [1]. - **Defense and Military**: Increased by 0.40%, with a turnover of 442.61 billion yuan, up 28.21%. Leading stock: Guoke Tiancai, up 20.00% [1]. - **Media**: Increased by 0.24%, with a turnover of 274.71 billion yuan, up 26.78%. Leading stock: Kunlun Wanwei, up 19.14% [1]. - **Beauty and Personal Care**: Decreased by 3.43%, with a turnover of 111.40 billion yuan, up 12.49%. Leading stock: Jinbo Biological, down 14.98% [2]. - **Basic Chemicals**: Decreased by 1.37%, with a turnover of 558.32 billion yuan, down 15.99%. Leading stock: Ningxin New Materials, down 15.04% [2]. - **Social Services**: Decreased by 1.35%, with a turnover of 73.33 billion yuan, up 3.98%. Leading stock: Guoyi Bidding, down 5.94% [2].

Group 1 - The Beijng Stock Exchange 50 Index fell over 6% in the afternoon session [1] - Jinbo Biological, a constituent stock, led the decline with a drop of over 16% [1]

Group 1 - The stock price of Jinbo Bio has reached a new historical high, with 12 trading days in the past month where the stock price set new records [2] - As of 09:43, the stock is up 0.47% at 580.20 yuan, with a total market capitalization of 51.355 billion yuan and a circulating market value of 26.626 billion yuan [2] - The beauty care industry, to which Jinbo Bio belongs, has an overall increase of 0.79%, with 23 stocks rising and 10 stocks falling [2] Group 2 - The company reported a first-quarter revenue of 366 million yuan, a year-on-year increase of 62.51%, and a net profit of 169 million yuan, up 66.25% year-on-year [3] - The basic earnings per share are 1.9000 yuan, with a weighted average return on equity of 10.41% [3]

Core Viewpoint - The company, Jinbo Biotechnology, is actively expanding its market presence and product offerings in the biopharmaceutical sector, particularly focusing on recombinant human collagen products and their applications in medical devices and skincare. Group 1: Product Development and Production - The company utilizes advanced technologies such as structural biology and protein rational design for the production of recombinant human collagen, involving processes like strain cultivation, seed culture, fermentation, separation, homogenization, and purification [2] - The company has launched its new product, HiveCOL "honeycomb" collagen tissue gel, during the 78th Cannes Film Festival, indicating a strategic push for product promotion [5] Group 2: Market Expansion and Sales - Jinbo Biotechnology has established a partnership with L'Oréal Group for its raw materials, generating revenue and indicating successful market penetration [3] - The company is prioritizing market expansion in Southeast Asia for its Class III medical devices, considering factors like registration speed and customer demographics [3] Group 3: Financial Performance - In 2024, the company reported a net cash flow from operating activities of 6.7 billion, a year-on-year increase of 55%, attributed to growth in sales revenue and net profit [6] - The company's Q1 2025 report shows a main revenue of 366 million, a year-on-year increase of 62.51%, and a net profit of 169 million, up 66.25% [6] Group 4: Industry Policy and Strategy - Recent policy adjustments in the biopharmaceutical industry have provided development opportunities, with government support for innovation benefiting the company [4] - The company has enhanced communication with government bodies to stay updated on policy changes and has increased R&D investment to improve product quality and competitiveness [4]

Core Viewpoint - Jinbo Biological is a leading company in the recombinant collagen market, showcasing significant growth in revenue and profit, while emphasizing research and development as the foundation of its business strategy [3][5]. Group 1: Company Overview - Jinbo Biological was listed on the Beijing Stock Exchange in July 2023, recognized as the first A-share company focused on recombinant collagen [3]. - The company specializes in the research, development, production, and sales of high-end implantable medical devices using type A recombinant human collagen as a core material [3]. - Jinbo Biological has been designated as a national-level "specialized, refined, and innovative" small giant enterprise and a key player in the synthetic biology industry chain in Shanxi Province [3]. Group 2: Financial Performance - In 2024, Jinbo Biological reported an annual revenue of 1.443 billion yuan, representing a year-on-year increase of 84.92% [3]. - The net profit attributable to shareholders reached 732 million yuan, with a year-on-year growth of 144.27% [3]. - The growth in revenue is attributed to increases in medical devices, functional skincare products, and raw material sales, driven by sustained R&D investment and market expansion efforts [3]. Group 3: Product Development and Market Strategy - In April 2023, Jinbo Biological developed the world's first injectable recombinant type III human collagen gel using self-assembly and self-crosslinking technology, receiving a Class III medical device registration certificate from the National Medical Products Administration [4]. - The company emphasizes the importance of product effectiveness and safety over the rapid introduction of new products, focusing on quality to establish a strong market presence [5]. - Jinbo Biological aims to expand its international presence, having obtained a D-class medical device registration certificate in Vietnam and patents in multiple countries, including the US and Europe [6]. Group 4: Shareholder Engagement and Dividends - At the annual shareholder meeting, the company announced a cash dividend of 2 yuan per 10 shares and a capital reserve conversion of 3 shares for every 10 shares held, totaling 177 million yuan in cash dividends and 26.55 million shares for distribution [6].

Group 1: Investor Relations Activities - The company participated in the "2025 Online Collective Reception Day for Investors" on May 20, 2025, from 14:00 to 17:00 [3] - The event was held online in collaboration with the Shanxi Securities Regulatory Bureau and other organizations [3] - Attendees included investors participating through the online platform [3] Group 2: Company Overview and Leadership - The company is represented by key personnel including Chairwoman Yang Xia and Vice General Manager Tang Menghua [4] - The financial director is Xue Fangqin, who also participated in the investor relations activities [4] Group 3: Product Development and Market Expansion - The company utilizes advanced technologies for the production of humanized collagen, including structural biology and synthetic biology [5] - Collaboration with L'Oréal Group has generated revenue from raw material products, with a focus on expanding into Southeast Asian markets [6] Group 4: Policy Impact and Strategic Adaptation - Recent policy adjustments in the biopharmaceutical industry have created development opportunities for the company [7] - The company has enhanced communication with government departments to stay updated on policy changes [7] - Increased R&D investment and marketing efforts have been implemented to improve product quality and brand recognition [7] Group 5: Financial Performance - In 2024, the company achieved a net cash flow from operating activities of 767 million yuan, a year-on-year increase of 159.55% [8] - The increase in cash flow is attributed to higher sales revenue and net profit, along with improved cash collection practices [8] - Cost control measures have been adopted to ensure stable and sufficient cash flow [8]