证券代码：600276 证券简称：恒瑞医药 公告编号：临 2025-213 江苏恒瑞医药股份有限公司 2025年第二次临时股东会决议公告 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、准确性和完整性承担法律责任。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： (五) 公司董事、监事和董事会秘书的出席情况 1、 公司在任董事11人，出席11人； 2、 公司在任监事3人，出席3人； 3、 董事会秘书出席会议；公司高管列席会议。 二、 议案审议情况 | 1、出席会议的股东和代理人人数 | 3,521 | | --- | --- | | 股股东人数 其中：A | 3,520 | | 境外上市外资股股东人数（H 股） | 1 | | 2、出席会议的股东所持有表决权的股份总数（股） | 3,761,447,926 | | 股股东持有股份总数 其中：A | 3,612,743,654 | | 境外上市外资股股东持有股份总数（H 股） | 148,704,272 | | 3、出 ...

www.grandall.com.cn 中国江苏省南京市汉中门大街 309 号 B 座 5、7-8 层（210036） 5、7-8F/Block B, 309# Hanzhongmen Street, Nanjing, China Tel: 86-25-89660900 Fax: 86-25-89660966 国浩律师（南京）事务所 关于 江苏恒瑞医药股份有限公司 2025 年第二次临时股东会的 法律意见书 致：江苏恒瑞医药股份有限公司 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》"）、《上市公司股东会规则》（以下 简称"《股东会规则》"）、《上海证券交易所上市公司自律监管指引第 1 号— —规范运作》(以下简称"《监管指引第 1 号》")及《江苏恒瑞医药股份有限公 司章程》（以下简称"《公司章程》"）的规定，国浩律师（南京）事务所（以 下简称"本所"）接受江苏恒瑞医药股份有限公司（以下简称"公司"）的委托， 指派刘向明律师、张秋子律师（以下简称"本所律师"）出席公司 2025 年第二次 临时股东会（以下简称"本次股东会"或"本次会议"），对本次股东 ...

金融是国民经济的血脉。"十四五"时期，我国加快构建中国特色现代金融体系，牢牢守住系统性风险安 全底线，为高质量发展注入磅礴动能。 2025年，全球金融格局深刻演变，中国加快建设金融强国：从"金融强国"目标写入五年规划建议，到货 币政策持续发力显效；从资本市场量质齐升、直接融资功能持续增强，到国有大行补充资本、公司治理 体系加速重塑；从中小金融机构深度整合、行业格局优化升级，到公募基金、保险资金等中长期资金加 速入市；从贵金属价格屡创新高映射全球变局，到港股IPO重回全球第一、AI浪潮重塑全球科技与投资 版图…… 站在"十四五"与"十五五"交汇的新起点，我国金融业将继续秉持改革锐气和开放胸襟，为中国式现代化 注入更加澎湃的金融活水。 【01】"金融强国" 入五年规划建议，"五篇大文章" 顶层设计落地 10月，党的二十届四中全会召开，会议通过"十五五"规划建议，建议提出加快建设金融强国，标志着金 融发展从"规模扩张"向"质量提升"的历史性跨越；3月，国务院办公厅印发《关于做好金融"五篇大文 章"的指导意见》，构建 "1+N" 政策体系，明确科技金融、绿色金融、普惠金融、养老金融、数字金 融"五篇大文章"重点领域和 ...

Core Viewpoint - Chinese companies are leading the world in cancer clinical trials, with a projected 39% share in 2024, surpassing the United States at 32% and indicating a significant shift in the global pharmaceutical landscape [1][3]. Group 1: Clinical Trials and Market Position - In 2024, Chinese enterprises are expected to conduct 896 cancer clinical trials, representing 39% of the global total, while the U.S. will account for approximately 32% [3]. - The number of clinical trials conducted by Chinese companies has increased from about 2% in 2009 to 35% in 2023, marking a substantial growth trajectory [3]. - The global market for pharmaceuticals is projected to see China’s drug expenditure reach $166 billion in 2024, constituting 10% of the global market [9]. Group 2: Government Support and R&D Investment - The Chinese government has prioritized new drug research as a key area, providing substantial funding and talent, particularly in the biopharmaceutical sector [7]. - The "Made in China 2025" initiative has identified biomedicine as a critical industry for national revitalization [7]. Group 3: Collaborations and Partnerships - Japanese pharmaceutical companies are increasingly collaborating with Chinese firms, with notable agreements for cancer treatments and other therapeutic areas [8]. - In the first half of 2025, contracts between Chinese and global pharmaceutical companies reached 61, totaling $48.5 billion, indicating a growing trend in international partnerships [9]. Group 4: Innovation and Patent Applications - China applied for over 188,000 drug patents in 2024, significantly outpacing the U.S. with approximately 53,000 applications, showcasing an increase in R&D capabilities [9]. - The quality of drug development in China is improving, with expectations for the emergence of blockbuster drugs and major pharmaceutical companies in the future [9]. Group 5: Global Market Challenges - Despite advancements, Chinese drugs primarily remain within the domestic market, with challenges in gaining approval for international sales [11]. - The need for transparent clinical trial data and intellectual property protection is crucial for Chinese companies aiming for global market entry [12].

Core Insights - The report indicates that the innovative drug sector is entering a phase of selective stock picking in 2026, following a beta market in 2025. The A-share pharmaceutical industry has risen by 15.9% since the beginning of 2025, underperforming the CSI 300 index by 0.65 percentage points, ranking 17th among industries [2][14]. - The report highlights three key investment directions for 2026: overseas expansion of pharmaceuticals, brain-computer interfaces, and AI in healthcare [2]. Investment Strategy Overview - The innovative drug sector is expected to shift from a broad market rally to a focus on selective stocks in 2026. The average increase for 75 innovative drug sample indices in A-shares reached 54.8%, with Hong Kong's indices doubling [2]. - The report notes that as of December 5, 2025, there were 166 overseas business development (BD) projects, a significant increase from the previous year, with upfront payments reaching $6.3 billion, a growth of over 199% compared to 2024 [2]. Key Investment Directions Overseas Expansion - The report emphasizes the acceleration of Chinese innovative drugs entering international markets, with ADCs and bispecific antibodies being hot topics. The potential for GLP-1R target new drugs remains strong in areas such as long-acting formulations and oral medications [2]. Brain-Computer Interfaces - The report outlines the government's strategic push for brain-computer interfaces as a new economic growth point, with applications in medical rehabilitation for conditions like stroke and spinal cord injuries [2]. AI in Healthcare - The report discusses the establishment of clear short-term and long-term goals for AI in healthcare, covering various applications such as AI health management and clinical decision support systems [2]. Recommended Stocks - The report recommends several companies for investment, including Heng Rui Medicine (600276), BeiGene (688235), Mindray Medical (300760), and others, indicating a diversified approach across the innovative drug and medical device sectors [2].

Group 1 - A-shares maintained a "zero破发" status in 2025, with an average first-day increase of approximately 256%, marking the best performance in three years [2][4] - A total of 114 new companies were listed on A-shares in 2025, a 14% increase from the previous year, raising a total of 130.64 billion yuan, which is a 94% increase year-on-year [2] - The top ten IPOs in A-shares included Huadian New Energy, which raised 18.17 billion yuan, and Moer Technology, which raised 8 billion yuan [2] Group 2 - Hong Kong's IPO market saw a significant increase in 2025, with 117 new listings raising a total of 285.69 billion HKD, reclaiming the title of the world's largest IPO market [4][5] - The average first-day increase for new stocks in Hong Kong was 38%, with a 28% rate of breaking [4] - Notably, six of the top ten IPOs in Hong Kong were companies that originated from A-shares, indicating a high "含A率" [4] Group 3 - The main industries driving IPOs in A-shares included electronics, power equipment, automotive, basic chemicals, and machinery, accounting for over 60% of new listings [3] - In Hong Kong, the healthcare, consumer discretionary, and information technology sectors had the highest number of new listings, collectively exceeding 60% [5] Group 4 - Looking ahead to 2026, there is optimism for continued IPO activity in both A-shares and Hong Kong, with expectations of 150-200 new listings in Hong Kong and a fundraising target exceeding 300 billion HKD [9][10] - The upcoming IPOs are expected to focus on sectors such as AI, new energy, high-end manufacturing, and biotechnology, aligning with national development priorities [10]

Core Insights - The capital markets in China, particularly A-shares and Hong Kong stocks, have shown significant activity with a total of 9 IPOs on December 30, 2025, marking a vibrant end to the year and reflecting a promising outlook for 2026 [1] A-Share Market - In 2025, the A-share market saw a total of 116 new IPOs, a 16% increase compared to 2024, with a total fundraising amount of 131.77 billion yuan, representing a 95.64% year-on-year increase [3][4] - The leading sectors for IPOs were technology, with notable companies like Moer Technology and Muxi leading the charge, indicating a shift towards "hard technology" as the core focus of the market [4][5] - The largest IPO in the A-share market was Huadian New Energy, raising 18.17 billion yuan, making it the sixth largest IPO globally for the year [4] Hong Kong Market - The Hong Kong stock market hosted 117 new IPOs in 2025, a more than 60% increase from the previous year, with total fundraising reaching 285.69 billion HKD, a 220% increase year-on-year, reclaiming the top position globally for fundraising [7][8] - Eight major IPOs raised over 10 billion HKD each, contributing significantly to the total fundraising, with companies like CATL and Zijin Mining leading the way [7] - The performance of new stocks was strong, with only 27.35% experiencing a drop on their first trading day, the lowest rate in five years [8] Market Dynamics - The growth in both A-share and Hong Kong IPO markets is attributed to supportive policies and a robust demand for technology-driven companies, with regulatory bodies enhancing the market's inclusivity and adaptability [9][10] - The influx of capital from international investors and the increasing number of mainland companies listing in Hong Kong have strengthened the market's position [11][15] - Looking ahead to 2026, expectations are high for continued growth in both markets, with projections of around 160 new IPOs in Hong Kong and a focus on quality over quantity in A-shares [13][12]

Core Viewpoint - The Hong Kong capital market is experiencing a record-breaking IPO boom in 2025, surpassing both the New York Stock Exchange and NASDAQ, with total fundraising exceeding HKD 200 billion, driven primarily by the return of ten A-share companies with market capitalizations exceeding RMB 100 billion [3][4]. Group 1: IPO Market Dynamics - In 2025, Hong Kong is expected to complete 114 new stock listings, raising approximately HKD 286.3 billion, marking a 63% increase in the number of new listings and more than doubling the fundraising amount compared to 2023 [4]. - The IPO boom in 2025 contrasts sharply with the low activity in 2023, where the total IPO fundraising was only about HKD 46 billion, the lowest in 20 years [4]. - The resurgence began in the second half of 2024, driven by regulatory changes and a rebound in market sentiment, including a significant increase in the Hang Seng Index and the Hang Seng Tech Index [4][8]. Group 2: Sector Focus and Key Players - The IPO wave is characterized by a focus on leading companies in sectors such as new energy, biomedicine, semiconductors, and intelligent driving, with the top ten IPOs raising a total of HKD 108.6 billion, accounting for 75% of the total fundraising [4][5]. - A-share hard technology companies are the main force behind the listings, with electric equipment, electronics, and biomedicine accounting for 50% of the sector distribution [5]. - Notable IPOs include CATL, which raised HKD 41 billion, and Hengrui Medicine, which achieved a pricing premium of about 3% compared to its A-share counterpart [5]. Group 3: Market Sentiment and Investment Trends - The average oversubscription rate for Hong Kong IPOs in 2025 reached 1,675.24 times, a significant increase from the previous year, indicating strong market enthusiasm [6]. - Despite the excitement, there are concerns about the rising first-day loss rate for new stocks, which has increased to 29%, higher than the previous year's 21% [6]. - The influx of southbound funds through the Hong Kong Stock Connect reached a record net inflow of approximately HKD 1.4 trillion in 2025, reflecting renewed confidence in Chinese assets [8]. Group 4: Regulatory Environment and Future Outlook - The China Securities Regulatory Commission has introduced a five-year plan to support leading companies in raising funds in Hong Kong, streamlining the overseas listing process [8][9]. - The Hong Kong Stock Exchange has implemented significant reforms, including a new IPO pricing mechanism and reduced listing thresholds for specialized technology companies [9]. - Looking ahead to 2026, several financial institutions predict that Hong Kong's IPO fundraising could reach HKD 300 billion, with continued strong inflows of domestic and international capital [10].

Core Insights - The Hong Kong IPO market experienced a strong recovery in 2025, regaining the top position globally in terms of fundraising, with over 110 companies raising nearly 300 billion HKD, surpassing both the New York Stock Exchange and NASDAQ for the first time in four years [1][2] - The year saw 19 A-share companies successfully list on the Hong Kong Stock Exchange, accounting for nearly 50% of the total IPO fundraising in Hong Kong, with several companies like CATL and Zijin Mining raising over 10 billion HKD each [1] - The market's robust supply was attributed to regulatory optimizations, including revisions to the listing rules that improved pricing mechanisms, attracting more high-quality issuers [1][2] Market Dynamics - Investor participation was notably high, with a significant increase in the average first-day return of new stocks to 40%, and a decrease in the overall failure rate compared to the previous year [2] - Foreign capital inflow was evident, with cornerstone investments from foreign investors reaching 28.6 billion HKD in the first half of 2025, more than double the amount from the same period in 2024 [2] - The market outlook for 2026 is optimistic, with expectations of an IPO fundraising midpoint of approximately 330 billion HKD, supported by a cycle of quality enterprises and ample capital [2] Structural Changes - A shift in industry structure was observed, with manufacturing sector IPOs leading in fundraising, contrasting with the previous year's dominance of consumer and TMT sectors [1] - The pricing and valuation expectations of newly listed companies have increased compared to previous years, indicating a more competitive market environment [1] Market Segmentation - Signs of market differentiation began to emerge, with an increase in the first-day failure rate of new stocks as the IPO pace accelerated and liquidity conditions tightened [3] - Individual investors have started to adjust their strategies, opting for more certain investment targets amid changing market conditions [3] - Despite the significant increase in total IPO fundraising in 2025, it has not yet surpassed the high levels seen in 2020-2021, which exceeded 330 billion HKD [3]

Core Insights - The article highlights the significant achievements of Heng Rui Medicine, including over 50 billion yuan in cumulative R&D investment, 24 first-class innovative drugs successfully launched, and potential total licensing transaction amounts exceeding 27 billion USD, showcasing the company's growth trajectory and its influence as a national brand on the global stage [1][2]. Group 1: R&D Investment and Innovation - Heng Rui Medicine has maintained a high R&D investment intensity, with R&D expenditure accounting for 29.4% of sales revenue in 2024, consistently above 20% for several years, leading to a cumulative investment exceeding 50 billion yuan [2]. - The company has achieved substantial results, with 24 first-class innovative drugs and 5 second-class new drugs approved for market launch in the past year, alongside over 100 self-innovative products in clinical development and more than 400 clinical trials globally [2][3]. - Heng Rui has established a comprehensive technology platform covering mainstream and new molecular models, including PROTAC, ADC, and multi-specific antibodies, and is exploring AI drug development [2]. Group 2: Internationalization and Market Expansion - Since 2020, Heng Rui has completed 15 licensing transactions with a potential total transaction value exceeding 27 billion USD, including 5 transactions in 2025, indicating global recognition of its R&D capabilities and product pipeline [3]. - The company has conducted over 20 international clinical trials in regions such as the US, Europe, and Australia, with 4 ADC innovative drugs receiving FDA fast track designation and 5 innovative drugs recognized as orphan drugs [3]. - Heng Rui's products are now registered in over 40 countries, with more than 20 registration approvals in major regulatory markets like Europe, the US, and Japan, illustrating the expansion of its influence [3]. Group 3: Contribution to Industry Transformation - Heng Rui's impact extends beyond data and transactions; it has contributed to the transformation of the Chinese pharmaceutical industry from "generic" to "innovation," establishing a systematic and sustainable development path [4]. - The company has created a complete innovation system from target discovery to clinical development and commercialization, serving as an industry benchmark and fostering a self-reinforcing innovation ecosystem [4]. - The recognition of Heng Rui as the "Annual Pharmaceutical Industry Influence Brand" reflects its commitment to creating commercial value while growing alongside society, users, and the industry [4]. Group 4: Future Outlook - As the Chinese pharmaceutical industry transitions from "catching up" to "leading" in certain areas, Heng Rui Medicine's dual strategy of innovation and internationalization has begun to show results, although the journey is just beginning [5].