河南仟问律师事务所关于河南太龙药业股份有限公司 2025 年第四次临时股东会的法律意见书 仟 问 律 师 事 务 所 CHAINWINLAWFIRM 网址(URL)：http://www.chainwinlaw.com 电邮(E-mail):qwlss@126.com 仟见字【2025】573 号 关于河南太龙药业股份有限公司 2025 年第四次临时股东会的法律意见书 致：河南太龙药业股份有限公司 河南仟问律师事务所（以下简称"本所"）接受河南太龙药业股份有限公司（以 下简称"公司"）的委托，委派本所律师出席公司 2025 年第四次临时股东会（以 下简称"本次股东会"），就本次股东会的召集和召开程序，出席本次股东会人员 的资格，审议事项及其表决程序等相关事宜出具法律意见。 为出具本法律意见书，本所律师审查了公司提供的有关本次股东会的文件、 材料。公司保证其向本所提供的文件和材料是完整、真实和有效的，且一切足以 影响本法律意见书的事实、文件和材料均已向本所披露，无任何隐瞒、疏漏之处。 有鉴于此，本所律师根据《中华人民共和国公司法》（以下简称《公司法》 " "）、 《中华人民共和国证券法》（以下简称"《证券法》" ...

Core Insights - The traditional Chinese medicine sector experienced a slight increase of 0.24% on November 13, with Panlong Pharmaceutical leading the gains [1] - The Shanghai Composite Index closed at 4029.5, up 0.73%, while the Shenzhen Component Index closed at 13476.52, up 1.78% [1] Stock Performance Summary - Panlong Pharmaceutical (002864) closed at 39.20, with a significant increase of 9.99% and a trading volume of 237,700 shares, amounting to a transaction value of 864 million [1] - Huasheng Technology (000790) rose by 5.09% to close at 4.54, with a trading volume of 524,900 shares [1] - Tailong Pharmaceutical (600222) saw a 4.91% increase, closing at 7.90 with a trading volume of 793,400 shares [1] - Other notable performers include Te Yi Pharmaceutical (002728) up 3.13% to 13.83, and Enwei Pharmaceutical (301331) up 2.68% to 32.62 [1] Declining Stocks Summary - ST Changyao (300391) decreased by 3.90% to 2.22, with a trading volume of 582,400 shares [2] - ST Huluwa (6655569) fell by 2.34% to 9.62, with a trading volume of 77,100 shares [2] - Weikang Pharmaceutical (300878) dropped by 2.33% to 28.05, with a trading volume of 70,500 shares [2] Capital Flow Analysis - The traditional Chinese medicine sector saw a net outflow of 681 million from main funds, while retail investors contributed a net inflow of 523 million [2]

Core Viewpoint - TaiLong Pharmaceutical has experienced a significant stock price increase, with a 13.75% rise over the past four days, indicating strong market interest and potential investor confidence [1]. Group 1: Company Overview - TaiLong Pharmaceutical Co., Ltd. is located in Zhengzhou, Henan Province, and was established on August 31, 1998, with its listing date on November 5, 1999 [1]. - The company operates in the pharmaceutical manufacturing sector, focusing on traditional Chinese medicine, chemical drug manufacturing, and pharmaceutical wholesale, alongside preclinical research services [1]. - The revenue composition of the company includes 70.59% from drug manufacturing, 14.71% from drug research services, 14.42% from drug material circulation, and 0.28% from other sources [1]. Group 2: Fund Holdings - FuGuo Fund's top holding is TaiLong Pharmaceutical, with the FuGuo CSI 2000 ETF (563200) holding 16,900 shares, representing 0.39% of the fund's net value [2]. - The fund has realized a floating profit of approximately 6,422 yuan today, with a total floating profit of 15,400 yuan during the four-day price increase [2]. - The FuGuo CSI 2000 ETF was established on September 28, 2023, with a current scale of 28.1262 million yuan and has achieved a year-to-date return of 41.07% [2]. Group 3: Fund Manager Information - The fund manager of FuGuo CSI 2000 ETF is Niu Zhidong, who has a tenure of 10 years and 188 days [3]. - The total asset size of the fund is 24.849 billion yuan, with the best return during the manager's tenure being 124.69% and the worst being -88.81% [3].

Transaction Overview - On December 26, 2023, the board of directors of Henan Tailong Pharmaceutical Co., Ltd. approved a proposal for joint acquisition of fund shares and change of fund manager, allowing its wholly-owned subsidiary, Hangzhou Tailong Jintang Enterprise Management Co., Ltd., to acquire 0.67% of the ordinary partnership shares of the Henan Jinggang Advanced Manufacturing Equity Investment Fund for RMB 2.1979 million [2] - The company’s wholly-owned subsidiary Zhengzhou Longhua Pharmaceutical Industry Fund Partnership will acquire 82.33% of the limited partnership shares of the Jinggang Fund for RMB 190.9653 million, resulting in a total holding of 55% partnership shares [2] - The fund manager will be changed to Tibet Jinyuan Investment Management Co., Ltd. [2] Transaction Progress - By August 2024, the transaction payment and share transfer will be completed, and a new partnership agreement will be signed with all partners, officially changing the fund manager to Tibet Jinyuan Investment Management Co., Ltd. [3] - The fund will complete its business registration and obtain a business license [3] - The fund management change has been registered with the Asset Management Association of China, confirming the new management structure [5] Fund Structure Changes - After the changes, the partnership structure of the Jinggang Fund will be updated, with the management company renamed to Jinyu Maowu (Tibet) Venture Capital Management Co., Ltd. [4] - This name change does not affect the rights and obligations under the partnership agreement [4]

Core Points - Tai Long Pharmaceutical announced a board meeting on December 26, 2023, to approve the transfer of fund shares and change of fund manager [2] - The company’s wholly-owned subsidiary, Hangzhou Tai Long Jin Tang Enterprise Management Co., Ltd., will acquire 0.67% of the ordinary partnership shares of the Beijing-Hong Kong Advanced Manufacturing Industry Equity Investment Fund for RMB 2.1979 million [2] - The subsidiary will also acquire 82.33% of the limited partnership shares of Zhengzhou Longhua Pharmaceutical Industry Fund for RMB 190.9653 million, increasing its total holding to 55% [2] - The fund manager will be changed to Tibet Jinyuan Investment Management Co., Ltd., with the change already filed with the Asset Management Association of China [2]

2023年12月26日，河南太龙药业股份有限公司（以下简称"公司"） 召开的第九届董事会第二十次会议，审议通过了《关于联合关联方共 同受让产业基金份额、变更基金管理人的议案》，同意公司下属全资 子公司杭州太龙金棠企业管理有限公司（以下简称"太龙金棠"）以 人民币219.79万元受让河南京港先进制造业股权投资基金（有限合 伙）（以下简称"京港基金"）0.67%普通合伙份额，公司全资子公 司合计持有55%合伙份额的郑州龙华医药产业基金合伙企业（有限合 伙）（以下简称"龙华医药产业基金"）以人民币19,096.53万元受 让京港基金82.33%有限合伙份额；将京港基金的执行事务合伙人、管 理人变更为西藏金缘投资管理有限公司（以下简称"西藏金缘"）。 截至2024年8月，太龙金棠、龙华医药产业基金按《基金份额转 让协议》约定完成交易价款支付、标的份额交割，并与全体合伙人重 新签署《合伙协议》，将京港基金执行事务合伙人及基金管理人变更 为西藏金缘，且京港基金完成工商注册登记手续并取得营业执照。具 体内容详见公司分别于2023年12月27日、2024年8月16日在上海证券 交易所网站（www.sse.com.cn）披露的 ...

Core Insights - The traditional Chinese medicine sector experienced a rise of 0.84% on November 11, with Weikang Pharmaceutical leading the gains [1] - The Shanghai Composite Index closed at 4002.76, down 0.39%, while the Shenzhen Component Index closed at 13289.0, down 1.03% [1] Company Performance - Weikang Pharmaceutical (300878) closed at 29.30, up 12.69% with a trading volume of 93,800 shares and a transaction value of 260 million [1] - Te Yi Pharmaceutical (002728) closed at 12.76, up 10.00% with a trading volume of 869,700 shares and a transaction value of 1.056 billion [1] - Tai Long Pharmaceutical (600222) closed at 7.51, up 9.96% with a trading volume of 630,600 shares and a transaction value of 461 million [1] - Yi Ling Pharmaceutical (002603) closed at 20.47, up 6.61% with a trading volume of 1,882,100 shares and a transaction value of 1.758 billion [1] - Zhongsheng Pharmaceutical (002317) closed at 21.25, up 4.17% with a trading volume of 893,600 shares and a transaction value of 1.854 billion [1] Market Dynamics - The traditional Chinese medicine sector saw a net inflow of 178 million from institutional investors, while retail investors experienced a net outflow of 1.3583 million [2] - The main capital flow for Te Yi Pharmaceutical showed a net inflow of 225 million, while retail investors had a net outflow of 127 million [3] - Tai Long Pharmaceutical had a net inflow of 83.56 million from main capital, with retail investors seeing a net outflow of 472.73 million [3]

Core Insights - The flu season in China is expected to start earlier than usual, with respiratory diseases entering a high incidence period [1][4] - A surge in flu-related stocks has been observed in the A-share market, with significant gains for companies like Weikang Pharmaceutical and Te Yi Pharmaceutical [2][3] Industry Overview - The China CDC has reported an increase in flu activity in southern provinces, indicating a potential early onset of the flu season [4] - Experts predict that the peak of the flu epidemic may occur in late December to early January, with a notable shift in circulating strains from H1N1 to H3N2, leading to lower immunity in the population [5][6] Market Response - Flu concept stocks have shown strong performance, with Weikang Pharmaceutical rising over 12% and several other companies reaching their daily limit [2][3] - The demand for antiviral medications is expected to surge as the flu season approaches, prompting pharmaceutical companies to ramp up production [8] Investment Opportunities - The year 2025 is anticipated to be a pivotal year for domestic flu medications, with several innovative drugs expected to receive approval, presenting both short-term and long-term investment opportunities [8] - The low vaccination rates in China highlight the urgent need for a comprehensive flu management system, which could benefit key sectors such as vaccine development, infection control, and antiviral drug production [8]

Group 1 - The flu season in China is expected to peak earlier this year, potentially in late December to early January, due to rising flu activity in southern provinces and different circulating strains compared to last year [4][5]. - The dominant strain this year is expected to be H3N2, which may lead to lower immunity in the population compared to last year's H1N1 strain [5]. - The demand for antiviral medications is anticipated to surge as the flu peak approaches, with several pharmaceutical companies ramping up production [8]. Group 2 - A-share flu-related stocks have shown strong performance, with notable increases in companies such as Weikang Pharmaceutical (+12.08%), Te Yi Pharmaceutical (+10.00%), and Renmin Tongtai (+9.97%) [2][3]. - The flu vaccine and antiviral drug sectors are expected to benefit from the anticipated increase in flu cases, highlighting a dual opportunity for investors in both short-term pandemic catalysts and long-term innovation [8]. - The overall flu-related industry, including vaccine development, infection control, and antiviral drugs, is likely to see a demand surge and value reassessment during the flu season [8].

Core Viewpoint - Tai Long Pharmaceutical experienced a 5.12% increase in stock price, reaching 7.18 CNY per share, with a trading volume of 1.29 billion CNY and a turnover rate of 3.21%, resulting in a total market capitalization of 4.121 billion CNY [1] Company Overview - Tai Long Pharmaceutical Co., Ltd. is located in Zhengzhou, Henan Province, and was established on August 31, 1998, with its listing date on November 5, 1999 [1] - The company operates in the pharmaceutical manufacturing industry, focusing on traditional Chinese medicine pieces, Chinese patent medicines, chemical drug manufacturing, and pharmaceutical wholesale, as well as preclinical research services [1] - The revenue composition of the company is as follows: 70.59% from drug manufacturing, 14.71% from drug research services, 14.42% from drug material circulation, and 0.28% from other sources [1] Shareholder Information - Among the top ten circulating shareholders of Tai Long Pharmaceutical, a fund under Huatai PineBridge holds a position. The Huatai Zhongzheng Traditional Chinese Medicine ETF (560080) entered the top ten circulating shareholders in the third quarter, holding 2.8616 million shares, which accounts for 0.5% of the circulating shares [2] - The Huatai Zhongzheng Traditional Chinese Medicine ETF (560080) was established on September 26, 2022, with a current scale of 2.489 billion CNY. Year-to-date, it has a return of 1.89%, ranking 4143 out of 4216 in its category; over the past year, it has incurred a loss of 5.38%, ranking 3855 out of 3922; since inception, it has achieved a return of 11.22% [2]