上海复星医药（集团）股份有限公司 2025 年第一次临时股东会 会议资料 股票简称：复星医药 股票代码：600196.SH 02196.HK 中国·上海 二零二五年十月二十三日 | A股 | 指 | 本公司发行的境内上市内资股 | | --- | --- | --- | | A股期权 | 指 | 由本公司根据2025年A股期权计划规定的条件向激励 | | | | 对象授予的、于该计划规定的条件达成后激励对象 | | | | 可在未来一定期限内以预先确定的价格购买相应数 | | | | 量本公司A股的权利 | | H股 | 指 | 本公司发行的境外上市外资股 | | H股受限制股份单位 | 指 | 根据2025年H股受限制股份单位计划授出的、于该计 | | | | 划规定的归属条件达成后、以人民币1.00元/份的价 | | | | 格取得相应数量本公司H股的权利 | | 2025年A股期权计划 | 指 | 《上海复星医药（集团）股份有限公司2025年A股股 | | | | 票期权激励计划（草案）》 | | 2025年H股受限制股 | 指 | 《上海复星医药（集团）股份有限公司2025年H股受 | | 份单位计划 ...

此 乃 要 件 請 即 處 理 閣 下 對 本 通 函 任 何 方 面 或 應 採 取 之 行 動 如 有 任 何 疑 問 ， 應 諮 詢 股 票 經 紀 或 其 他 持 牌 證 券 交 易 商 、 銀 行 經 理、律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有上海復星醫藥（ 集團）股份有限公司之股份，應立即將本通函連同隨附之代表委 任表格交予買主或承讓人、或經手買賣或轉讓之銀行、股票經紀或其他代理人，以便轉交買主或承讓人。 香港 交易 及結 算所 有限 公司及 香港 聯合 交易 所有 限公司 對本 通函 之內 容概 不負責 ，對 其準 確性 或完 整性亦 不發 表任 何聲 明， 並明 確表示 ，概 不對 因本 通函 全部或 任何 部分 內容 而產 生或因 倚賴 該等 內容 而引 致之任 何損失承擔任何責任。 上 海 復 星 醫 藥（ 集 團 ）股 份 有 限 公 司 Shanghai Fosun Pharmaceutical (Group) Co., Ltd. * （ 於中華人民共和國註冊成立的股份有限公司） （股份代號：02196） 建議採納2025年A股期權計劃 建議採納2025年A股期權 ...

Core Viewpoint - Fosun Pharma is divesting non-core assets to focus on its innovative drug business, with plans to transfer 100% equity of Shanghai Clon to a special fund for 1.256 billion yuan, using the proceeds to enhance investment in innovative drugs [2][5][7]. Group 1: Asset Disposal and Focus on Core Business - Fosun Pharma has signed agreements to dispose of over 2 billion yuan in non-core assets since 2025, including a recent sale of 1.24 million USD for a stake in Unicorn II and 26.54 million yuan for a stake in Shanghai Rehabilitation [7][11]. - The company aims to optimize its asset structure and accelerate cash flow by exiting non-strategic assets, as stated by Chairman Chen Yuqing [7][8]. Group 2: Investment in Innovative Drugs - Fosun Pharma's R&D investment totaled 173.76 billion yuan over the past three years, with 25.84 billion yuan spent in the first half of 2025, bringing the total R&D investment to 199.6 billion yuan over three and a half years [10][11]. - The company has received approvals for four innovative drugs with five indications in the first half of 2025, including treatments for high phosphorus levels in dialysis patients and various cancers [10][11]. Group 3: Financial Performance - In the first half of 2025, Fosun Pharma reported a net profit of 1.702 billion yuan, a year-on-year increase of 38.96%, despite a 4.63% decline in total revenue to 19.514 billion yuan [3][11]. - The revenue from innovative drugs reached 4.3 billion yuan, reflecting a 14.26% increase compared to the previous year, which helped mitigate the impact of centralized procurement on generic drugs [4][11].

Market Performance - The market saw an increase last week, with the China Securities Xinhua National Brand Index rising by 1.10% to 2019.88 points [1] - The Shanghai Composite Index rose by 0.21%, the Shenzhen Component Index by 1.06%, the ChiNext Index by 1.96%, and the CSI 300 Index by 1.07% [1] Strong Performing Stocks - Notable strong performers included Hu Silicon Industry, which increased by 19.75%, and Anji Technology, which rose by 19.05% [1] - Other significant gainers included Xinlitai (up 15.81%), Yangguang Power, and Zhongwei Company (both over 14%) [1] Year-to-Date Performance - Since the beginning of the second half of the year, Zhongji Xuchuang has surged by 183.63%, leading the gains [2] - Yangguang Power and Kewo Si have also shown substantial increases of 132.40% and 82.81%, respectively [2] Market Outlook - Starstone Investment suggests that the market's trading sentiment has declined due to risk aversion ahead of the long holiday, but this may indicate that funds are waiting for clearer policy and fundamental information [2] - The overall market remains strong, with no systemic risks identified, and various sectors are expected to present opportunities [2] Sector Rotation - Source Le Sheng Asset notes a clear rotation pattern this year, with sectors such as new consumption, innovative pharmaceuticals, technology, and high-dividend stocks experiencing alternating rises [3] - The investment strategy has been adjusted to reduce the proportion of technology stocks while increasing exposure to the manufacturing sector, focusing on technology, non-ferrous metals, manufacturing, and innovative pharmaceuticals [3]

（文章来源：每日经济新闻） 当前，成都天府国际生物城正积极推进天府核医疗特色产业园规划建设。作为成都生物医药产业的核心 承载区，生物城聚焦医用同位素、放射性药物、核医疗装备和核特色医疗四大重点方向，着力构 建"1+4"核医疗产业创新体系，不断完善产业生态。 成都天府国际生物城相关负责人表示，此次核药项目的落户将进一步增强区域核医疗产业链的完整性与 竞争力，助力打造全球领先的诊疗一体化核药中试与生产基地。此外，生物城还将与项目方共同设立专 项基金，以"资本+产业"双轮驱动模式，加快构建辐射全国、链接全球的核药临床实验网络，推动核药 产业高质量发展。 截至目前，成都天府国际生物城已集聚云克药业、通用电气医疗系统（成都）有限公司、永新医疗等一 批核药与核医疗装备企业，迈锐迪精准可控高负载核药项目也于近期正式入驻。同时，作为核药临床应 用重要场景的华西国际肿瘤治疗中心即将投入运营，将为核药产业发展提供丰富的应用场景支撑。今 年，天府核医疗特色产业园成功入选第42届全国医药工业信息年会《2025年中国特色生物医药产业园区 优秀案例》，行业认可度持续提升。 复星医药旗下核药平台成都星睿菁烜生物科技有限公司（以下简称"星睿 ...

Core Viewpoint - Fosun Pharma (600196.SH) announced plans to divest 100% equity of Shanghai Clone to enhance focus on core business and improve asset operational efficiency [1] Group 1: Transaction Details - Fosun Pharma's subsidiary, Fosun Pharma Industry, plans to invest RMB 54.6 million as a limited partner (LP) to establish a special fund with Hongyi Tianjin and Zhonghui Life Insurance, expecting to hold 9.98% of the fund's assets after full fundraising [1] - Following the establishment of the special fund and fulfillment of agreed conditions, Fosun Pharma Industry intends to transfer its 100% equity in Shanghai Clone and related debts for no more than RMB 125.6 million to the special fund or its controlled entities [1] - After the transfer, the group will no longer hold equity in Shanghai Clone but will continue to lease part of the property as an operational site, with no significant impact on daily operations expected [1] Group 2: Use of Proceeds - Proceeds from the transfer will be allocated to the ongoing investment in the group's innovative drug business [1]

Core Insights - The 15th China Henan International Investment and Trade Fair is currently taking place in Zhengzhou, focusing on new opportunities in the biopharmaceutical industry [1] - The Innovation Drug and Modern Pharmaceutical Industry Cooperation Exchange Conference is a key event, gathering over a hundred representatives from renowned pharmaceutical companies and medical institutions [1] Group 1: Investment Attraction - Companies are drawn to the Zhengzhou Airport Economic Comprehensive Experimental Zone due to its fast approval processes, efficient services, and favorable conditions [3] - Notable investments include the 2.5 billion yuan "Medical City Star Future Fund" by Fosun Pharma and the entry of BD Medical, a global medical device giant, marking the first biopharmaceutical manufacturing project from a Fortune 500 company in the region [3] - The region's appeal is bolstered by its rich clinical resources, improving research capabilities, and an increasingly attractive policy environment for multinational medical enterprises [3] Group 2: Regional Advantages - The Zhengzhou Airport Zone has established a "six-dimensional advantage" framework, which includes national strategic support, transportation hub benefits, a large population market, top-tier medical resources, efficient administrative approvals, and high-quality living conditions [3] - The local drug regulatory authority provides streamlined evaluation services, enhancing operational and innovation efficiency for enterprises [3] Group 3: Policy Support - The conference served as a platform for dialogue, with officials from the Henan Provincial Health Commission, Medical Insurance Bureau, and Drug Administration present to discuss supportive measures for industry development [4] - The Henan Medical Insurance Bureau has implemented a "dual-channel" mechanism for specific outpatient drugs and optimized drug listing processes, resulting in over 4 billion yuan in additional compensation for cases using new drugs and technologies [5] - The goal is to achieve a win-win situation where patients benefit, companies grow, and the fund remains sustainable [5]

Group 1 - The company plans to divest 100% equity of Shanghai Clon to enhance focus on core business and improve asset operation efficiency [2][8][54] - The transaction involves the establishment of a special fund with a total planned fundraising of RMB 54.7 million, with contributions from various parties [9][24][36] - The estimated transfer price for the equity is up to RMB 125.6 million, based on the assessed value of the property held by Shanghai Clon [10][34] Group 2 - The company will continue to lease part of the property post-transfer, ensuring no significant impact on daily operations [11][54] - The proceeds from the transfer will be reinvested into the company's innovative drug business [12][54] - The transaction has been approved by the company's board and does not require shareholder approval [4][56] Group 3 - The special fund will primarily invest in the biopharmaceutical industry, focusing on acquiring assets such as industrial parks and factories [29][44] - The fund's management will be handled by Hongyi Tianjin, which is registered as a private fund manager [15][39] - The fund's operational period is set for five years, with potential extensions for orderly liquidation of investment projects [24][28]

Group 1 - Baiyun Airport announces joint investment with China Duty Free Group to establish a duty-free company with a registered capital of 45 million yuan, where China Duty Free Group holds 51% [3] - Dongxing Medical plans to acquire 90% stake in Wuhan Yijiaobao, a high-tech company focused on orthopedic and biomedical materials [4] - Fosun Pharma's subsidiary plans to transfer 100% stake in Shanghai Clone to enhance asset operation efficiency, with a transaction value of up to 1.256 billion yuan [5] Group 2 - Hengxing Technology's subsidiary is awaiting approval for the extension of mining license for Longtoushan Gold Mine, with exploration activities ongoing [6] - New Sai Co. announces resignation of its general manager Chen Jianjiang due to work adjustments [7] - Hailiang Co. is planning to issue H-shares and list on the Hong Kong Stock Exchange, with details yet to be finalized [8] Group 3 - Zhejiang University Network plans to sell 48.6 million shares of Wanliyang, expecting a transaction amount of 475 million yuan [9] - Huazhong Precision terminates the issuance of A-shares to specific targets, affecting a control acquisition [10] - Jiaze New Energy states that its green chemical business is not yet commercially viable, with no significant impact on revenue or profit in the short term [11] Group 4 - Hailan Home plans to issue H-shares and list on the Hong Kong Stock Exchange, with discussions ongoing with intermediaries [12] - Hongfuhang intends to invest up to 1.128 billion yuan in a joint venture to build a photovoltaic energy storage project in Congo [13] - Zhongchuang Zhiling plans to invest 5 billion yuan in a new energy vehicle parts industrial base and R&D center [14] Group 5 - Haitai Development's subsidiary signs a property sale contract worth 440 million yuan, expected to increase profits by approximately 62.86 million yuan in 2025 [15] - Dongjie Intelligent's overseas subsidiary secures a procurement order worth approximately 180 million yuan, representing 22.3% of its audited revenue for 2024 [17] - Zhiguang Electric's subsidiary signs a procurement contract worth 164 million yuan for energy storage systems [18] Group 6 - ST Songfa's subsidiary signs a shipbuilding contract for four VLCCs, with a contract value between 400 million to 600 million USD [19] - Huaguang Huaneng signs a sales contract for waste heat boilers worth 160 million yuan for a power plant project in Cambodia [20] - Yousheng Co. receives a project notification from a German automaker, with total sales expected to reach approximately 2.3 billion yuan [24] Group 7 - Zai Sheng Technology's controlling shareholder plans to reduce holdings by up to 3% [25] - Compton plans to reduce holdings of repurchased shares by up to 1% [26] - Aored plans to reduce holdings of repurchased shares by up to 1.29% [27] Group 8 - Xianhe Co. plans to raise up to 3 billion yuan through a private placement for a new materials project [34] - Guanshi Technology plans to raise up to 700 million yuan for photomask manufacturing and other projects [33] - Beilu Pharmaceutical plans to raise up to 300 million yuan for production facility upgrades and working capital [34]

Major Events - Baiyun Airport announced a joint investment with China Duty Free Group to establish a duty-free company at Guangzhou Baiyun Airport with a registered capital of 45 million yuan, where China Duty Free will contribute 22.95 million yuan for a 51% stake [4] - Dongxing Medical plans to acquire 90% of Wuhan Yijiaobao's equity for cash, which is expected to constitute a major asset restructuring [5] - Fosun Pharma's subsidiary is planning to transfer 100% of Shanghai Clon to enhance asset operation efficiency, with a transaction value of up to 1.256 billion yuan [7] - Hengxing Technology's subsidiary is undergoing a review for the extension of mining license for Longtoushan Gold Mine, with exploration activities ongoing [8] - New Sai Co.'s general manager Chen Jianjiang resigned due to work adjustments [9] - Hailiang Co. is planning to issue H-shares and list on the Hong Kong Stock Exchange, with details yet to be finalized [10] - Zhejiang University Net announced plans to sell 48.6 million shares of Wanliyang, expecting a transaction amount of 475 million yuan [11] - Huazhong Precision terminated its plan to issue A-shares to specific investors, which also halts the acquisition of control by a third party [12] - Jiazhe New Energy stated that its green chemical business is not yet commercially viable [13] Significant Contracts - Haitai Development's subsidiary signed a property sale contract worth 440 million yuan, expected to increase profits by approximately 62.86 million yuan in 2025 [18] - Dongjie Intelligent's overseas subsidiary received a procurement order worth approximately 180 million yuan, accounting for 22.3% of the company's audited revenue for 2024 [19][20] - Zhiguang Electric's subsidiary signed a procurement contract worth 164 million yuan for energy storage systems [21] - ST Songfa's subsidiary signed contracts for building four oil tankers, with a total value between 400 million to 600 million USD [22] - Huaguang Huaneng signed a sales contract for waste heat boilers worth 160 million yuan for a power plant project in Cambodia [23] - Keda Intelligent plans to issue H-shares and list on the Hong Kong Stock Exchange, with details still under discussion [24] Shareholding Changes - Zai Sheng Technology's controlling shareholder plans to reduce holdings by up to 3% [28] - Compton plans to reduce up to 1% of its repurchased shares [29] - Aorede plans to reduce up to 1.29% of its shares from the repurchased stock [30] - Yidian Tianxia's controlling shareholder plans to reduce up to 3% of its shares [31] - Huace Film's shareholders plan to transfer 3.6% of the company's shares through an inquiry transfer [32] Buybacks and Financing - Qibin Group obtained a special financing support of up to 90 million yuan for share repurchase [33] - CanSino plans to cancel 406,100 repurchased shares and reduce registered capital accordingly [35] Fundraising Initiatives - Xianhe Co. plans to raise up to 3 billion yuan through a private placement for a high-performance paper-based new materials project [36] - Guanshi Technology plans to raise up to 700 million yuan for photomask manufacturing and other projects [37] - Beilu Pharmaceutical plans to raise up to 300 million yuan for production line upgrades and working capital [38]