Summary of Key Points Core Viewpoint - The incentive plan proposed by Nocera Pharmaceutical Co., Ltd. involves the allocation of restricted stock to various incentive recipients, with a total of 246.7550 million shares being allocated, representing 20.00% of the reserved shares for the plan [1]. Group 1: Incentive Plan Details - The incentive plan includes a distribution of restricted stock among different incentive recipients, with specific allocations detailed in the accompanying table [1]. - The total number of restricted shares granted to other employees, deemed necessary for motivation by the board, is 246.7550 million shares, which constitutes 20.00% of the total reserved shares [1]. - The cumulative number of shares granted to any individual recipient through the company's equity incentive plan will not exceed 1% of the total shares issued by the company at the time of the plan's submission for shareholder approval [1]. Group 2: Compliance and Limitations - The total number of shares involved in all equity incentive plans will not exceed 20% of the total shares issued by the company at the time of the plan's submission for shareholder approval [1]. - The total number of shares that can be issued under all incentive plans will not exceed 10% of the total shares issued by the company at the time of the plan's submission for shareholder approval [1].

A 股代码：688428 A 股简称：诺诚健华 公告编号：2025-035 港股代码：09969 港股简称：诺诚健华 一、限制性股票授予情况 （一）本次限制性股票授予已履行的决策程序和信息披露情况 诺诚健华医药有限公司 关于向激励对象授予预留限制性股票的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： ? 限制性股票预留授予日：2025 年 8 月 20 日 ? 限制性股票预留授予数量：246.7550 万股，约占目前公司已发行股份总数 ? 股权激励方式：第二类限制性股票 诺诚健华医药有限公司（以下简称"诺诚健华"或"公司"）《2024 年科创 板限制性股票激励计划（草案）》（以下简称"《激励计划（草案）》"）规定 的公司 2024 年科创板限制性股票激励计划（以下简称"本次激励计划"或"本激 励计划"）的预留授予条件已经成就，根据公司 2024 年第一次临时股东大会（股 东特别大会）的授权，公司于 2025 年 8 月 20 日召开董事会审议通过了《根据 2024 年科创板限制性股票激励计划向激励对象 ...

Core Viewpoint - The remuneration committee of the board of directors of Nuo Cheng Jian Hua Pharmaceutical Co., Ltd. has reviewed and approved the list of reserved grant incentive objects for the 2024 Science and Technology Innovation Board restricted stock incentive plan, confirming that all selected individuals meet the necessary legal and regulatory conditions [1][2]. Group 1: Incentive Plan Overview - The incentive plan is based on various legal frameworks, including the Company Law and the Securities Law of the People's Republic of China, as well as specific regulations governing stock incentives on the Science and Technology Innovation Board [1]. - The plan includes a reserved grant date set for August 20, 2025, with a grant price of 6.65 yuan per share for 246,755 shares of restricted stock to 91 eligible incentive objects [2]. Group 2: Eligibility Criteria - Individuals who have been deemed inappropriate candidates by the stock exchange or the China Securities Regulatory Commission (CSRC) within the last 12 months are excluded from being incentive objects [1]. - Those who have faced administrative penalties or market entry bans due to significant violations of laws and regulations in the past year are also ineligible [1]. - The eligibility criteria further include compliance with the stipulations of the Company Law and other relevant laws that prohibit certain individuals from participating in stock incentive plans [1].

Core Insights - The article highlights the significant stock adjustments made by the China Europe Medical Health Fund, managed by Ge Lan, during the second quarter of 2025, particularly its increased holdings in several pharmaceutical companies [1][3][4]. Group 1: Fund Adjustments - The China Europe Medical Health Fund entered the top ten circulating shareholders of Lizhu Group and Betta Pharmaceuticals, holding 5.939 million shares and 4.3513 million shares, respectively [3]. - The fund significantly increased its stake in XinNuoWei by approximately 14 million shares, representing a 222% increase, bringing its total holdings to 20.184 million shares [3][4][6]. - Other notable increases included holdings in XinLiTai (up 86% to 26.163 million shares), NuoCheng JianHua (up 43.9% to 13.048 million shares), and HuaDong Pharmaceutical (up 17.39% to 24.4395 million shares) [4][6]. Group 2: Fund Management Strategy - In July, the China Europe Medical Health Fund announced the appointment of Zhao Lei as a co-manager, indicating a shift towards a team-based management approach [8]. - The fund is part of a broader trend within China Europe Fund to enhance its research and investment management capabilities through a "professional, industrialized, and intelligent" investment research system [8][9]. - This transformation aims to create a sustainable organization capable of generating alpha over the long term, thereby improving product offerings and services for investors [9].

Core Viewpoint - InnoCare Pharma has initiated a registrational trial for mesutoclax, a BCL2 inhibitor, aimed at treating mantle cell lymphoma (MCL) patients previously treated with BTK inhibitors in China [1][3]. Group 1: Product and Mechanism - Mesutoclax is an orally bioavailable BCL2 selective inhibitor that targets the apoptosis pathway, which is crucial in the development of various hematologic malignancies [2]. - The drug has shown potential in treating multiple diseases, including MCL, chronic lymphocytic leukemia/small lymphocytic lymphoma (CLL/SLL), acute myeloid leukemia (AML), and myelodysplastic syndromes (MDS) [2]. Group 2: Clinical Development - The registrational trial is specifically designed to assess the safety and efficacy of mesutoclax in patients with BTKi-treated MCL, which is characterized as an aggressive form of B-cell non-Hodgkin lymphoma with limited treatment options [3]. - InnoCare is advancing clinical trials for mesutoclax across four indications both in China and globally [2]. Group 3: Company Overview - InnoCare is a commercial stage biopharmaceutical company focused on discovering, developing, and commercializing innovative drugs for cancer and autoimmune diseases with unmet medical needs [4]. - The company has established branches in major cities including Beijing, Nanjing, Shanghai, Guangzhou, Hong Kong, and the United States [4].

Core Insights - Nocera Healthcare reported a 74.3% year-on-year revenue growth in the first half of 2025, reaching 730 million yuan, driven by the strong performance of its core product, Oubatinib (brand name: Yinuokai®), and an upfront payment from a licensing agreement with Prolium [2][3] - The company's drug revenue increased by 53.5% year-on-year to 640 million yuan, primarily due to Oubatinib's inclusion in the national medical insurance, which has expanded its patient base, particularly in the marginal zone lymphoma indication [2] - Nocera's losses decreased by 86.7% year-on-year to 36 million yuan, attributed to increased operating income and improved cost efficiency [2] Financial Performance - Research and development expenses rose by 6.9% year-on-year to 450 million yuan, mainly for building a differentiated R&D platform and advancing more Phase III clinical projects [2] - As of June 30, 2025, the company held approximately 7.68 billion yuan in cash and cash equivalents, which will support the acceleration of multiple Phase III registration clinical trials and investments in differentiated ADC and other pipelines [2] Strategic Developments - 2025 marks the 10th anniversary of the company, which is entering a new phase of rapid development [3] - Significant progress has been made in advancing the product pipeline, achieving multiple key milestones that lay a solid foundation for long-term growth [3] - The company has formed strategic partnerships to expand its global footprint, including a licensing collaboration with Connoa and Prolium Bioscience to develop and commercialize the CD20×CD3 bispecific antibody ICP-B02 (CM355) [3] - Nocera continues to enhance its commercialization team's capabilities, leading to increased market penetration and revenue growth for Oubatinib, demonstrating the company's ability to translate scientific innovation into sustained business performance [3]

Group 1 - The company reported a revenue of 731 million yuan in the first half of 2025, a 74.76% increase compared to 420 million yuan in the same period last year [1] - Pharmaceutical sales revenue reached 641 million yuan, up 53.47% from 418 million yuan year-on-year [1] - The company achieved a net profit attributable to shareholders of -30 million yuan, narrowing the loss by 88.51% compared to -262 million yuan in the same period last year [1] Group 2 - The flagship product, Obinutuzumab, generated sales of 637 million yuan in the first half of 2025, reflecting a year-on-year growth of 52.84% [1] - The company received breakthrough therapy designation for ICP-248, which targets MCL (after BTK inhibitor treatment failure), with plans for clinical trials in four indications [1] - The first domestic CD19 monoclonal antibody, Tafasitamab, has been approved for use in combination with Lenalidomide for r/r DLBCL, with sales expected to start between late Q3 and early Q4 [1] Group 3 - Obinutuzumab's international phase III clinical trial for SPMS and PPMS has received FDA approval, with subject recruitment expected to begin in the second half of 2025 [2] - The company is exploring international collaboration potential for ICP-332 and ICP-488, two TYK2 inhibitors, across multiple indications [2] - Revenue projections for the company are estimated at 1.413 billion yuan, 1.787 billion yuan, and 2.385 billion yuan for 2025, 2026, and 2027 respectively [2]

Group 1 - The complexity of hematological tumors presents numerous investment opportunities in various subtypes of treatment [1] - The market for hematological tumors is expanding due to innovative therapies, with significant product launches expected [1] - The number of long-term patients is increasing, with approximately 4 million patients globally having survived five years or more as of 2022, which is three times the number of new patients [1] Group 2 - Future development directions for hematological tumor treatment include improving efficacy, reducing recurrence, and optimizing administration [2] - Acute leukemias like AML and ALL primarily use chemotherapy or targeted combination therapies to enhance survival rates [2] - CAR-T therapy shows high remission rates for aggressive lymphomas and multiple myeloma, providing more treatment options for patients [2] Group 3 - The competition in the targeted drug market for hematological tumors has entered a new phase, with a focus on technological iterations and exploration of new targets [3] - In the BTK field, new products are emerging to compete in the post-resistance market, with Zebutinib outperforming Ibrutinib [3] - The BCL-2 domain is seeing advancements with differentiated designs and optimized dosing strategies to gain competitive advantages [3]

| 证券代码：688428 | 证券简称：诺诚健华 | | | --- | --- | --- | | 港股代码：09969 | 港股简称：诺诚健华 | | | 上海荣正企业咨询服务（集团）股份有限公司 | | | | 关于 | | | | 诺诚健华医药有限公司 | | | | 之 | | | | 独立财务顾问报告 | | | | | | 目 录 | | 一、释义 | | | | 本公司、公司、上市公 InnoCare | Pharma | Limited，中文名称：诺诚健华医药有限公 | | 指 | | | | 司 司 | | | | 独立财务顾问 指 | 上海荣正企业咨询服务（集团）股份有限公司 | | | 上海荣正企业咨询服务（集团）股份有限公司关于诺诚健华 | | | | 独立财务顾问报告 指 医药有限公司 | 2024 | 年科创板限制性股票激励计划预留授予 | | 事项之独立财务顾问报告 | | | | 本激励计划、本计划 指 | 诺诚健华医药有限公司 2024 | 年科创板限制性股票激励计划 | | 限制性股票、第二类限 | | 符合本激励计划授予条件的激励对象，在满足相应归属条件 | | 指 ...

FANGDA PARTNERS http://www.fangdalaw.com 中国上海市石门一路 288 号 电子邮件 E-mail: email@fangdalaw.com 兴业太古汇香港兴业中心二座 24 楼 电 话 Tel.: +86-21- 2208 1166 邮政编码：200041 传 真 Fax.: +86-21-5298 5599 HKRI Taikoo Hui Shanghai, PRC 上海市方达律师事务所 关于诺诚健华医药有限公司（InnoCare Pharma Limited） 法律意见书 致：诺诚健华医药有限公司（InnoCare Pharma Limited） 上海市方达律师事务所（以下简称"本所"）是具有中华人民共和国境内法律 执业资格的律师事务所。根据诺诚健华医药有限公司（InnoCare Pharma Limited） （以下简称"诺诚健华"、"公司"或"上市公司"）的委托，本所担任诺诚健华 2024 年科创板限制性股票激励计划项目（以下简称"本激励计划"）的特聘专项法律顾 问，就本激励计划项下向激励对象授予预留限制性股票（以下简称"本次授予"或 "预留授予"）的有关事项出 ...