北京金台（武汉）律师事务所 关于河南羚锐制药股份有限公司 2025 年第一次临时股东大会 之法律意见书 二〇二五年十一月 地址：湖北省武汉市武昌区和平大道三角路恒大首府 55 楼 电话：027-87123860 传真：027-87819960 北京金台（武汉）律师事务所 关于河南羚锐制药股份有限公司 2025 年第一次临时股东大会之法律意见书 致：河南羚锐制药股份有限公司 北京金台（武汉）律师事务所（以下简称"本所"）接受河南羚锐制药股份有限 公司（以下简称"羚锐制药"或"公司"）委托，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》、《上市公司股东大会规则》（以下简 称《股东大会规则》）等我国现行法律、法规和规范性文件以及《河南羚锐制药股份 有限公司章程》（以下简称"《公司章程》"）的有关规定，就公司 2025 年第一次临时 股东大会（以下简称"本次股东大会"）出具本法律意见书。 为出具本法律意见书，本所律师根据法律的要求，按照律师行业公认的业务标准、 道德规范和勤勉尽责的精神，查验了公司提供的有关公司召开本次股东大会的文件， 包括但不限于 2025 年 10 月 28 日 ...

证券代码：600285 证券简称：羚锐制药 公告编号：2025-036 河南羚锐制药股份有限公司 2025年第一次临时股东大会决议公告 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 (一)股东大会召开的时间：2025 年 11 月 18 日 (二)股东大会召开的地点：河南省新县将军路 666 号羚锐制药会议室 (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： | 1、出席会议的股东和代理人人数 | 313 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 170,801,018 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | | | 份总数的比例（%） | 30.1175 | (四)表决方式是否符合《公司法》及《公司章程》的规定，大会主持情况等。 本次股东大会由公司董事会召集，采用现场投票和网络投票相结合的方式召 开，现场会议由董事长熊伟先生主持。会议的召集、召开及表决方式符合《公 ...

Core Viewpoint - The fentanyl concept sector experienced a decline of 1.68% as of the market close on November 17, with companies such as Enhua Pharmaceutical, Renfu Pharmaceutical, and Lingrui Pharmaceutical leading the losses [1] Market Performance - The fentanyl concept sector ranked among the top decliners, with a notable drop compared to other sectors such as military restructuring, which increased by 4.72% [1] - Other sectors that saw declines include cell immunotherapy (-1.87%), weight loss drugs (-1.87%), and innovative drugs (-1.72%) [1] Capital Flow - The fentanyl concept sector saw a net outflow of 153 million yuan, with five stocks experiencing significant capital outflows [1] - Renfu Pharmaceutical had the highest net outflow at 83.49 million yuan, followed by Lingrui Pharmaceutical (36.78 million yuan) and Enhua Pharmaceutical (24.86 million yuan) [1] - Conversely, the stocks with net inflows included Guoyao Co., Botao Bio, and Dongfang Bio, with net inflows of 2.91 million yuan, 849,400 yuan, and 285,900 yuan respectively [1] Individual Stock Performance - The top stocks in the fentanyl concept sector by net outflow include: - Renfu Pharmaceutical: -2.36% with a net outflow of 83.49 million yuan - Lingrui Pharmaceutical: -2.12% with a net outflow of 36.78 million yuan - Enhua Pharmaceutical: -2.93% with a net outflow of 24.86 million yuan [1] - In contrast, Guoyao Co. and Botao Bio showed slight positive movements with net inflows [1]

Core Viewpoint - Lingrui Pharmaceutical achieved a net profit attributable to shareholders of 651 million yuan for the first three quarters of 2025, representing a year-on-year increase of 13.43% [1] - The company maintained stable performance despite industry growth slowdown, with the newly acquired Yinggu Pharmaceutical contributing significantly to earnings [1] Financial Performance - In Q3 alone, the net profit attributable to shareholders was 177 million yuan, showing a year-on-year increase of 9.77% but a quarter-on-quarter decrease of 31.46% [1] - The overall financial results indicate a solid performance amidst a challenging market environment [1] Business Development - The integration of Yinggu Pharmaceutical is progressing smoothly, with synergistic effects gradually becoming apparent [1] - The company continues to enhance its product line, with core products showing steady growth and increased investment in new products yielding expected results [1] Market Position - As a leading enterprise in the traditional Chinese medicine patch sector, the company possesses high brand value [1] - The ongoing development of OTC channels is empowering the promotion of new products [1]

Group 1: Key Recommendations - The report highlights the strong performance of Quick Intelligent (603203), which achieved a revenue of 808 million yuan in the first three quarters of 2025, representing a year-on-year increase of 18.30%, and a net profit of 198 million yuan, up 21.83% year-on-year [5][6] - Lingrui Pharmaceutical (600285) also showed steady growth, with a revenue of 3.041 billion yuan in the first three quarters of 2025, reflecting a year-on-year increase of 10.23%, and a net profit of 651 million yuan, up 13.43% year-on-year [11][12] Group 2: Quick Intelligent (603203) Analysis - The company is capitalizing on the growing demand for precision welding and AOI (Automated Optical Inspection) in the semiconductor packaging equipment sector, with significant orders from major clients [5][6] - The AI terminal market is expanding, with global shipments of generative AI phones exceeding 500 million units by Q3 2025, driving demand for precision welding [5][6] - Quick Intelligent's gross profit margin reached 49.45% in the first three quarters of 2025, an increase of 1.14 percentage points year-on-year, indicating improved profitability [8] Group 3: Lingrui Pharmaceutical (600285) Analysis - The company has successfully integrated Silver Valley Pharmaceutical, contributing significantly to its revenue growth since March 2025 [11][13] - Core products such as the Tongluo Pain Relief Patch are expected to maintain stable growth through enhanced marketing strategies [12][13] - The gross profit margin for Lingrui Pharmaceutical was 81.02% in the first three quarters of 2025, up 6.02 percentage points year-on-year, reflecting strong profitability [12][13]

Core Insights - The fentanyl concept index declined by 0.31%, ranking among the top decliners in the concept sector, with notable declines in stocks such as Botao Bio, Oriental Bio, and Lingrui Pharmaceutical [1][2] - Conversely, three stocks within the sector saw price increases, with Renfu Pharmaceutical, Enhua Pharmaceutical, and China National Pharmaceutical Modern rising by 1.02%, 0.52%, and 0.19% respectively [1][2] Market Performance - The fentanyl concept sector experienced a net inflow of 0.22 billion yuan, despite five stocks facing net outflows, with Oriental Bio leading the outflow at 14.71 million yuan [2] - Other stocks with significant net outflows included China National Pharmaceutical Modern (10.27 million yuan), Wanfu Bio (7.15 million yuan), and Botao Bio (3.49 million yuan) [2] Stock Movements - The top gainers in the fentanyl concept included Renfu Pharmaceutical, China National Pharmaceutical, and Lingrui Pharmaceutical, with net inflows of 42.39 million yuan, 15.59 million yuan, and 2.54 million yuan respectively [2] - The stock performance of Oriental Bio showed a decline of 0.97% with a turnover rate of 1.75%, while Renfu Pharmaceutical had a gain of 1.02% with a turnover rate of 1.51% [2]

证券代码：600285 证券简称：羚锐制药 公告编号：2025-035 号 河南羚锐制药股份有限公司 关于召开 2025 年第三季度业绩说明会的公告 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、准确性和完整性承担法律责任。 重要内容提示： https://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络文字互动 投资者可于 2025 年 11 月 12 日（星期三）至 11 月 18 日（星期二）16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮箱 600285@lingrui.com 进行提问。公司将在说明会上对投资者普遍关注的问题进 行回答。 河南羚锐制药股份有限公司（以下简称"公司"）已于 2025 年 10 月 30 日发 布公司 2025 年第三季度报告，为便于广大投资者更全面深入地了解公司 2025 年第三季度经营成果、财务状况，公司计划于 2025 年 11 月 19 日（星期三） 16:00-17:00 举行 2025 年第三季度业绩说明会，就投资者关心的问题进行交流。 一、 说明会类型 ...

Group 1 - The event "Caring for 'Riding Heroes' - Lingrui Sends Health" was launched in Zhengzhou, aiming to provide health care for new employment form workers, particularly outdoor laborers [1] - The Henan Provincial Trade, Textile, Tobacco Workers' Union has been conducting various service actions for new employment form workers, including safety training, skill competitions, and health checks [3] - Lingrui Pharmaceutical donated health products worth 250,000 yuan to support the health needs of delivery riders, recognizing their role as essential urban workers [3] Group 2 - After the donation ceremony, healthcare professionals provided health knowledge lectures, blood pressure measurements, and routine health checks for delivery workers [3] - The health care packages will also be mailed to delivery workers in cities such as Kaifeng, Anyang, Xinxiang, Luoyang, and Xuchang [3]

Core Points - The fentanyl concept index declined by 1.78% as of the market close on November 3, ranking among the top decliners in the concept sector [1] - Within the fentanyl sector, stocks such as Botao Bio, Enhua Pharmaceutical, and Renfu Pharmaceutical experienced significant declines, while Guoyao Modern and Guoyao Shares saw slight increases of 0.48% and 0.24% respectively [1] Market Performance - The fentanyl concept sector faced a net outflow of 0.38 billion yuan in main capital today, with six stocks experiencing net outflows [2] - Enhua Pharmaceutical led the outflows with a net capital outflow of 15.56 million yuan, followed by Guoyao Shares, Lingrui Pharmaceutical, and Wanfu Biological with outflows of 10.74 million yuan, 9.79 million yuan, and 8.30 million yuan respectively [2] - Conversely, Renfu Pharmaceutical and Botao Bio attracted net inflows of 10.87 million yuan and 1.47 million yuan respectively [2] Stock Performance - Enhua Pharmaceutical saw a decline of 2.10% with a turnover rate of 1.29% and a net outflow of 15.56 million yuan [2] - Guoyao Shares increased by 0.24% with a turnover rate of 1.19% and a net outflow of 10.74 million yuan [2] - Lingrui Pharmaceutical decreased by 0.75% with a turnover rate of 1.22% and a net outflow of 9.79 million yuan [2] - Wanfu Biological declined by 0.82% with a turnover rate of 2.26% and a net outflow of 8.30 million yuan [2] - Botao Bio experienced a significant drop of 8.32% with a turnover rate of 4.20% but had a net inflow of 1.47 million yuan [2] - Renfu Pharmaceutical decreased by 1.94% with a turnover rate of 2.56% and a net inflow of 10.87 million yuan [2]

Core Insights - Lingrui Pharmaceutical is a leading company in the Chinese traditional medicine patch market, established in 1999 and listed on the Shanghai Stock Exchange in 2000 [1] - The company reported a revenue of 3.041 billion yuan in Q3 2025, ranking 18th among 69 companies in the industry, with a net profit of 654 million yuan, ranking 14th [2] - The company's debt-to-asset ratio is higher than the industry average, while its gross profit margin is significantly above the average [3] Financial Performance - In Q3 2025, Lingrui Pharmaceutical's revenue was 3.041 billion yuan, with the pharmaceutical health segment contributing 2.095 billion yuan, accounting for 99.80% of total revenue [2] - The net profit for the same period was 654 million yuan, with the industry average net profit being 447 million yuan [2] - The company's gross profit margin was 81.02%, an increase from 75.00% year-on-year, compared to the industry average of 52.44% [3] Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 25.64% to 42,500, while the average number of shares held per shareholder decreased by 20.41% [5] - Notable changes in the top ten circulating shareholders include a significant reduction in holdings by existing shareholders and the entry of new shareholders [5] Management Compensation - The chairman and general manager, Xiong Wei, received a salary of 1.835 million yuan in 2024, reflecting a year-on-year increase of 30,100 yuan [4] Future Projections - CITIC Securities projects that Lingrui Pharmaceutical will achieve revenues of 4.072 billion yuan, 4.521 billion yuan, and 5.026 billion yuan from 2025 to 2027, with net profits of 833 million yuan, 950 million yuan, and 1.077 billion yuan respectively [6] - Guotai Junan Securities also forecasts similar revenue and profit growth, highlighting the company's marketing reforms and acquisitions as key growth drivers [6]