招商证券股份有限公司 关于 人福医药集团股份公司 详式权益变动报告书 之 财务顾问核查意见 财务顾问 签署日期：二〇二五年七月 招商证券股份有限公司关于人福医药集团股份公司详式权益变动报告书之财务顾问核查意见 声明 招商证券股份有限公司（以下简称"本财务顾问"）接受招商生命科技（武汉） 有限公司的委托，担任本次权益变动（以下简称"本次交易"）的财务顾问，并就本 次权益变动出具本财务顾问核查意见。本财务顾问核查意见是依据《中华人民共和 国公司法》、《中华人民共和国证券法》、《上市公司收购管理办法》、《公开发行证券 的公司信息披露内容与格式准则第 15 号——权益变动报告书》、《公开发行证券的 公司信息披露内容与格式准则第 16 号——上市公司收购报告书》等法律法规和规 范性文件的规定，按照行业公认的业务标准、道德规范，本着诚实信用和勤勉尽责 的精神，经过审慎调查后出具。本财务顾问特作出如下声明： 1、本财务顾问已按照规定履行了尽职调查义务，对信息披露义务人披露的详 式权益变动报告书进行了核查和验证，确信披露内容与格式符合规定，未发现虚假 记载、误导性陈述或者重大遗漏，并对此承担相应的责任，并有充分理由确信所发 ...

证券代码:600079 证券简称:人福医药 编号:临 2025-088 人福医药集团股份公司 关于股东取得增持股份专项贷款承诺函的公告 特 别 提 示 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 整性承担法律责任。 人福医药集团股份公司（以下简称"人福医药"或"公司"）近日收到股东招 商生命科技（武汉）有限公司（以下简称"招商生科"）通知，招商生科已获得招 商银行股份有限公司武汉分行（以下简称"招商银行武汉分行"）出具的《贷款承 诺函》，招商银行武汉分行拟为招商生科提供增持公司股票的融资支持，贷款额度 不超过人民币 75,000 万元，专项用于增持人福医药股票，贷款期限 36 个月。现将 有关情况公告如下： 特此公告。 人福医药集团股份公司董事会 二〇二五年七月十一日 一、增持计划的主要内容 招商生科基于对公司未来发展的信心和长期投资价值的认可，计划自 2025 年 7 月 3 日起 6 个月内通过证券交易所集中竞价交易、大宗交易等合法合规方式增持公 司股份，累计增持比例不低于增持前公司已发行总股本的 1%，不高于增持前公司 已发行总股本的 ...

Group 1: Institutional Research on Popular Companies - The top twenty companies with the highest number of institutional research in the past 30 days include Ice Wheel Environment, Boshi Jie, Jun Ding Da, Huichuan Technology, and Dazhu Laser [2][8] - In the last five days, the most researched companies are Hu Dian Co., Guilin Sanjin, Ice Wheel Environment, Mankalon, and Xingrong Environment [2][8] - Among the top twenty companies in the past 30 days, five have received ratings from ten or more institutions, namely Ice Wheel Environment, Boshi Jie, Jun Ding Da, Huichuan Technology, and Dazhu Laser [2][8] - Jun Ding Da and Dazhu Laser are expected to achieve significant growth in net profit attributable to shareholders in 2024 compared to 2023 [2][8] Group 2: Shareholder Increase in A-Share Listed Companies - From June 30 to July 4, 2025, two companies announced significant shareholder increases, both rated by ten or more institutions: Renfu Pharmaceutical and Suzhou Bank [3][12] - From January 1 to July 4, 2025, a total of 234 companies announced shareholder increases, with 64 rated by ten or more institutions. Among these, 19 companies have proposed increases where the average proposed amount exceeds 1% of the market value on the announcement date [3][12][14] Group 3: A-Share Buyback Situation - From June 30 to July 4, 2025, 288 companies announced buyback progress, with 78 rated by ten or more institutions. Companies with an expected buyback amount exceeding 1% of the market value include Xiamen Xiangyu, Huafa Co., Changhong Meiling, Pingmei Co., and Mengbaihe [3][16] - From January 1 to July 4, 2025, 1,573 companies announced buyback progress, with 345 rated by ten or more institutions. Among these, 93 companies have a significant buyback ratio, and several are in the board proposal stage, including Changhong Meiling, Liugong, Sanor Biotech, and others [3][18]

Group 1 - Hubei listed companies are becoming the core engine for high-quality regional economic development under the innovation-driven development strategy [1][2] - As of the end of 2024, Hubei has 151 A-share listed companies with a total market value of 1.46 trillion yuan, ranking 10th and 13th nationally in terms of quantity and market value respectively [1][2] - The total R&D expenditure of Hubei listed companies reached 37.9 billion yuan in 2024, with an overall R&D investment intensity of 3.97%, significantly higher than the national average [1][4] Group 2 - Hubei's IPO fundraising amount of 3.39 billion yuan in 2024 ranks first among central provinces, indicating strong market confidence in Hubei enterprises [2] - The structure of Hubei listed companies is optimizing, with an increasing proportion of new productivity-related fields, including advanced manufacturing and biomedicine [2] - The report highlights that the successful listing of Damo Data, a leading domestic database company, marks a breakthrough in key core technology fields for Hubei [2] Group 3 - Hubei listed companies face structural challenges, including a high proportion of traditional industries and low overall securitization rates, which need attention [3] - The report suggests accelerating the cultivation of capital market entities and encouraging quality enterprises to expedite their listing process [3] Group 4 - R&D expenditure among Hubei listed companies has shown a continuous growth trend for three consecutive years, with 67,86 patents authorized in 2024, a year-on-year increase of 26.77% [4] - Seven companies have annual R&D investments exceeding 1 billion yuan, demonstrating the leading role of large enterprises in driving technological innovation [4] - The efficient cycle of "input-output" supports Hubei's goal of becoming a nationally influential technology innovation center [4] Group 5 - Hubei is leveraging its advantages as a manufacturing and industrial province to implement an industrial doubling strategy, transitioning from a "manufacturing province" to an "intelligent manufacturing strong province" [5] - The report recommends further improving the innovation mechanism and enhancing support for technology-based enterprises to boost high-quality development [5]

Core Viewpoint - The in vitro diagnostics sector experienced a slight increase of 0.24% on July 4, with a net outflow of funds amounting to 42.33 million [1] Group 1: Market Performance - A total of 18 stocks in the sector saw gains, while 49 stocks declined [1] - The top decliners included Dongfang Ocean (-6.51%), Xilong Scientific (-3.81%), and Nearshore Protein (-2.54%) [1][1] Group 2: Stock Performance - Notable gainers included: - Hotgen Biotech with a price of 194.81 and an increase of 20.08%, attracting a net fund inflow of 2.125 million [1] - Saily Medical at 21.08, up 10.02%, with a net inflow of 1.758 million [1] - Zhongyuan Union at 25.87, rising 9.99%, with a net inflow of 1.38 billion [1] - Decliners included: - Botao Biotech at 37.34, down 3.38%, with a net outflow of 1.087 million [1] - Maike Biotech at 7.99, down 2.44%, with a net inflow of 176.92 thousand [1]

Core Viewpoint - The Chinese M&A market in the first half of 2025 shows a significant trend of "decreased volume but increased value," with a total of 3,531 disclosed M&A events, a year-on-year decrease of 3.92%, while the transaction scale reached approximately 798.3 billion RMB, an increase of about 1.86% [1]. Group 1: Market Overview - In the first half of 2025, the Chinese M&A market disclosed 3,531 events, a decrease of 3.92% year-on-year, with a total transaction scale of approximately 798.3 billion RMB, an increase of 1.86% year-on-year [3]. - The top three regions for M&A activity were Shanghai (154.8 billion RMB, down 35.36%), Tianjin (143.9 billion RMB, up 76.95%), and Guangdong (132.0 billion RMB, down 41.56%) [6]. - The leading industries for M&A transactions were technology hardware and equipment (161.8 billion RMB, up 256.04%), materials (88.8 billion RMB, up 63.97%), and public utilities (74.0 billion RMB, up 196.55%) [9]. Group 2: M&A Transaction Types - Agreement acquisitions accounted for the largest share of M&A events, totaling 318.8 billion RMB, representing 37.96% of the overall scale; external absorption mergers followed with 145.5 billion RMB (17.33%); and capital increase M&A events totaled 104.4 billion RMB (12.43%) [11]. - Strategic cooperation M&A events totaled 185.2 billion RMB, making up 23.18% of the total transaction scale, while horizontal integration and privatization accounted for 113.6 billion RMB (14.22%) and 55.3 billion RMB (6.92%), respectively [13]. Group 3: M&A Scale Distribution - Transactions between 1 billion and 10 billion RMB accounted for the highest proportion of total transaction amounts at 36.06%, while transactions exceeding 10 billion RMB accounted for 34.46% [14]. - The top three M&A transactions by scale included: 1. Haiguang Information's acquisition of 100% of Zhongke Shuguang's shares for 115.967 billion RMB [18][20] 2. New Hope's subsidiary acquiring 65.89% of New Hope Energy for 55.297 billion RMB [19][20] 3. Xiangcai's merger with Dazhihui for 17.213 billion RMB [22][27]. Group 4: Financial Advisor Rankings - The top financial advisors by transaction scale based on the first announcement date in the first half of 2025 were: 1. CITIC Securities with 198.198 billion RMB [30] 2. CICC with 118.977 billion RMB [30] 3. China Post Securities with 115.967 billion RMB [30]. Group 5: Legal and Accounting Firms - The leading law firm by transaction scale was Guofeng Law Firm with 56.577 billion RMB [37]. - The top accounting firm was Zhongxi CPA with 57.248 billion RMB [40].

Group 1 - The China Securities Regulatory Commission emphasizes maintaining market stability as a primary regulatory task and aims to create a favorable environment for high-quality capital market development [2] - The People's Bank of China issued a notice on anti-money laundering and anti-terrorist financing management for precious metals and gemstones, effective from August 1, 2025, requiring institutions to report large cash transactions [3] - The first batch of 10 science and technology innovation bond ETFs has been approved, enhancing the bond ETF market in China [3] Group 2 - The Longhua District of Shenzhen released a three-year action plan to promote the cultivation of listed companies, encouraging social participation and cooperation with financial research institutions [4] - The Guangzhou Housing Provident Fund Management Center announced a draft for public consultation regarding the implementation of commercial housing loans transitioning to provident fund loans, with specific thresholds for action based on loan rates [4] Group 3 - The Civil Aviation Administration and China Railway Group jointly issued a task list for promoting high-quality development of "air-rail intermodal transport" from 2025 to 2027, focusing on collaboration and integration [5] - Guizhou Moutai reported a total of 3.3821 million shares repurchased by the end of June 2025, with a total expenditure of 5.202 billion yuan [7] - Jiangnan Waterworks received a stake increase from Anren Life Insurance, raising its holding to 5.03% [9] - Hainan Highway is planning to acquire a 51% stake in Jiaokong Petrochemical, which is expected to constitute a major asset restructuring [17]

Summary of Key Points Core Viewpoint - The announcement details a shareholding increase plan by the major shareholder,招商生命科技 (Wuhan) Co., Ltd., reflecting confidence in the future development and long-term investment value of 人福医药集团股份公司 [1][5]. Group 1: Shareholder Information - The main shareholder, 招商生命科技, along with its concerted parties, holds a total of 403,089,608 shares, representing 24.70% of the company's total share capital [2][3]. - 招商生命科技 is identified as the controlling shareholder and has a direct stake of over 5% in the company [2]. Group 2: Share Increase Plan - 招商生命科技 plans to increase its shareholding by a minimum of 1% to a maximum of 2% of the total share capital within six months from the announcement date [1][4]. - The increase will be executed through legal and compliant methods such as centralized bidding and block trading on the stock exchange [4]. - The funding for the share purchase will come from self-owned funds and special loans for shareholding increases [4]. Group 3: Implementation Timeline and Pricing - The implementation period for the share increase plan is set from July 3, 2025, to January 2, 2026 [4]. - The maximum purchase price is capped at 25.53 yuan per share [4]. Group 4: Previous Shareholding Activity - Prior to this announcement, 招商生命科技 had already increased its shareholding by 16,322,215 shares, accounting for 1.00% of the total share capital, between April 30, 2025, and June 11, 2025 [3][4]. Group 5: Compliance and Monitoring - The share increase plan complies with relevant laws and regulations, including the Company Law and Securities Law [5]. - The company will continuously monitor the implementation of the share increase plan and fulfill its information disclosure obligations [5].

Key Points - Jiangnan Water received a stake increase from Lianan Life Insurance, reaching 5.03% of total shares [3] - Yingboer plans to transfer 100% equity of Zhuhai Dingyuan for 239 million yuan to optimize asset structure [4] - Chengbang Co. warns that its stock price fluctuations are not aligned with its fundamentals, as it has seen five consecutive trading days of price increases [6] - Weimais intends to invest 190 million yuan into its subsidiary for a new electric drive assembly project [7] - Fosun Pharma's subsidiary received EU GMP certification for its production facilities, indicating compliance with EU standards [8] - Jingwei Huikai plans to acquire an additional 12.44% stake in Nosi Micro, increasing its control in the semiconductor sector [9] - ST Tongmai will remove its delisting risk warning starting July 4, while continuing other risk warnings [10] - ST Modern seeks to apply for the removal of other risk warnings but will maintain delisting risk warnings [11] - Luxshare Precision is planning to issue H-shares for listing on the Hong Kong Stock Exchange [12] - Hainan Highway intends to purchase a 51% stake in Hainan Jiaokong Petrochemical, which will become a subsidiary [13] - Jucheng Co. plans to transfer 1.25% of its shares through a price inquiry [14] Performance Highlights - Foton Motor reported a 150.96% year-on-year increase in new energy vehicle sales for the first half of the year [15] - Jiangling Motors achieved a total vehicle sales of 172,700 units in the first half, up 8.15% year-on-year [16] - Changan Automobile's sales reached 1.3553 million units in the first half, with new energy vehicle sales growing by 49.05% [17] - Meinuohua expects a net profit increase of 142.84% to 174.52% for the first half of the year [18] - Jihong Co. anticipates a net profit increase of 55% to 65% for the first half of the year [19] - Nanjing Business Travel expects a net profit decrease of 67.4% to 78.27% for the first half of the year [20] - Madi Technology forecasts a net profit of 25 million to 27 million yuan, marking a turnaround from losses in the previous year [21] Major Contracts - Dash Intelligent signed a contract for an intelligent project worth 11.88 million yuan [22] - Jinyi Industrial won a bid for a 335 million yuan intercity railway materials procurement project [23] - Sichuan Road and Bridge signed a construction contract worth approximately 11.596 billion yuan [24] - Fulian Precision signed a cooperation framework agreement with Chuanfa Longmang for lithium battery material projects [26] Share Buybacks - Kweichow Moutai repurchased 72,000 shares in June, totaling 1.02 billion yuan [27] - Feiwo Technology plans to repurchase shares worth 25 million to 50 million yuan [28] - Nengte Technology intends to repurchase shares worth 300 million to 500 million yuan for capital reduction [29] - CATL has repurchased 6.641 million A-shares for a total of 1.551 billion yuan [30] Shareholding Changes - Renfu Pharmaceutical's shareholder plans to increase its stake by 1% to 2% [31] - Sanwei Xinan's shareholder intends to reduce its stake by up to 2% [33] - Data Port's shareholders plan to reduce their stakes by up to 2% [34] - Zhuzhou Design's controlling shareholders plan to reduce their stakes by up to 3% [35] - Tianji Co.'s controlling shareholders plan to reduce their stakes by up to 3% [36] - Anjisi's shareholders plan to reduce their stakes by up to 4% [37] Financing Activities - CITIC Securities received approval to issue up to 20 billion yuan in perpetual subordinated bonds [39]

Group 1 - Guizhou Moutai has repurchased a total of 3.3821 million shares as of June 30, 2025, accounting for 0.2692% of the total share capital, with a total expenditure of 5.202 billion yuan [2] - Luxshare Precision is planning to issue H-shares and list on the Hong Kong Stock Exchange to enhance its global financing capabilities and governance transparency [2] - Huazhong Xinchuang has received a project notification from a leading domestic eVTOL manufacturer for the development and supply of an intelligent cockpit multimedia display system [3] Group 2 - Meinohua expects a net profit of 46 million to 52 million yuan for the first half of 2025, representing a year-on-year increase of 142.84% to 174.52% [4] - Jiangnan Water has received a report from shareholder Lianan Life Insurance indicating an increase in shareholding by 46.99 million shares, representing 5.03% of the total share capital [5] - Huasen Pharmaceutical has received approval for clinical trials of its CX001 sustained-release tablets, marking a milestone for its innovative drug development platform [6] Group 3 - Zongshen Power anticipates a net profit growth of 70% to 100% for the first half of the year [7] - Yutong Bus reported a sales volume of 5,919 units in June, a year-on-year increase of 24.79% [7] - Guangzhou Port expects a 7.0% year-on-year increase in container throughput for June 2025 [7] Group 4 - Data Port's shareholders plan to reduce their holdings by up to 1.74% and 0.26% of the company's shares [9] - Humanwell Healthcare's shareholder plans to increase its stake by 1% to 2% [9] - Nengte Technology plans to repurchase shares worth between 300 million to 500 million yuan [10]