上海市虹口区东大名路 501 号上海白玉兰广场办公楼 23 楼 电话：021-55989888 传真：021-55989898 德恒上海律师事务所 关于上海皓元医药股份有限公司 2025 年第五次临时股东会 之 见证法律意见书 德恒上海律师事务所 关于上海皓元医药股份有限公司 2025 年第五次临时股东会之见证法律意见书 德恒上海律师事务所 关于上海皓元医药股份有限公司 2025 年第五次临时股东会之 见证法律意见书 德恒 02G20250134-00002 号 致：上海皓元医药股份有限公司 德恒上海律师事务所（以下简称"本所"）接受上海皓元医药股份有限公司 （以下简称"公司"）委托，指派张露文律师、邹孟霖律师（以下合称"本所承 办律师"）出席公司于2025年9月16日下午14点30分在上海市浦东新区张衡路19 99弄3号楼公司会议室召开的2025年第五次临时股东会（以下简称"本次股东 会"），就本次股东会召开的召集和召开程序、召集人及出席会议人员的资格、 会议议案、表决方式和表决程序、表决结果和会议决议等进行见证并出具本法律 意见书。 本所承办律师依据本法律意见书出具日前已经发生或存在的事实和《中华人 民共 ...

| 证券代码：688131 | 证券简称：皓元医药 | 公告编号：2025-108 | | --- | --- | --- | | 转债代码：118051 | 转债简称：皓元转债 | | 上海皓元医药股份有限公司 2025年第五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、准确性和完整性依法承担法律责任。 重要内容提示： 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东会召开的时间：2025 年 9 月 16 日 （二） 股东会召开的地点：上海市浦东新区张衡路 1999 弄 3 号楼公司会议室 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 88 | | --- | --- | | 普通股股东人数 | 88 | | 2、出席会议的股东所持有的表决权数量 | 98,146,538 | | 普通股股东所持有表决权数量 | 98,146,538 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 46.7338 | ...

Core Insights - The medical services sector experienced a slight increase of 0.29% on September 16, with Chengda Pharmaceutical leading the gains [1] - The Shanghai Composite Index closed at 3861.87, up 0.04%, while the Shenzhen Component Index closed at 13063.97, up 0.45% [1] Medical Services Sector Performance - Chengda Pharmaceutical (301201) closed at 33.32, with a significant increase of 15.25% and a trading volume of 157,100 shares, amounting to a transaction value of 508 million yuan [1] - Haocen Medical (002622) saw a rise of 10.10%, closing at 4.25 with a trading volume of 993,200 shares, totaling 409 million yuan [1] - Aoyang Health (002172) increased by 10.00%, closing at 4.73 with a trading volume of 87,500 shares, amounting to 41.39 million yuan [1] - Bid Pharma (688073) rose by 6.48%, closing at 74.73 with a trading volume of 26,000 shares, totaling 192 million yuan [1] - Yikang Biological (688046) increased by 5.56%, closing at 19.75 with a trading volume of 79,600 shares, amounting to 158 million yuan [1] - Other notable performers include Haoyuan Pharmaceutical (688131) with a 4.44% increase, closing at 78.28, and Xinlicheng (002219) with a 3.46% increase, closing at 2.39 [1] Fund Flow Analysis - The medical services sector saw a net outflow of 228 million yuan from institutional investors, while retail investors contributed a net inflow of 59.64 million yuan [3] - Speculative funds recorded a net inflow of 168 million yuan into the sector [3]

Investment Rating - The report does not provide specific ratings for the pharmaceutical industry, but indicates a neutral outlook for certain segments such as biopharmaceuticals and other pharmaceutical therapies [2]. Core Insights - The pharmaceutical industry is showing signs of stabilization and recovery, with a clear upward trend in performance [12]. - The CXO sector achieved a revenue of 47.096 billion yuan in the first half of 2025, representing a year-on-year growth of 13.25%, and a net profit of 11.743 billion yuan, up 61.19% year-on-year [12][10]. - The report highlights improvements in operational efficiency and cost reduction as key factors driving profit growth [12]. Summary by Sections 1. Industry Overview - The industry is gradually stabilizing, with a clear trend towards recovery. The CXO sector's revenue and profit have shown significant growth in the first half of 2025 [12][10]. - The average revenue per employee increased to 411,100 yuan, a year-on-year increase of 12.62%, while average profit per employee rose to 114,000 yuan, up 52.41% [4][25]. 2. Demand and Supply Dynamics - Demand is stabilizing with a slight recovery in orders, as indicated by a 3.71% year-on-year increase in contract liabilities and prepayments, reaching 7.549 billion yuan in the first half of 2025 [4][33]. - Supply-side indicators show a modest increase in capacity construction, with fixed assets growing by 5.81% year-on-year to 47.274 billion yuan [36]. 3. Financial Environment - The report notes the commencement of a Federal Reserve rate-cutting cycle, which is expected to enhance market liquidity [5][42]. - The A+H share innovation drug index has seen significant increases, which may positively influence local financing conditions [5]. 4. Company Recommendations - The report suggests focusing on clinical CROs benefiting from domestic innovation drug support policies, such as Yangguang Nuohuo and Nuosige [61]. - It also highlights companies with strong overseas business prospects, like Haoyuan Pharmaceutical and Bide Pharmaceutical, as well as those involved in weight loss drugs and Alzheimer's treatments [61]. 5. Performance Forecasts - For the company Hongbo Pharmaceutical, revenue is projected to grow from 739 million yuan in 2025 to 1.299 billion yuan by 2027, with a corresponding net profit increase [66]. - Haoyuan Pharmaceutical is expected to achieve revenues of 28.48 billion yuan by 2027, reflecting a growth rate of 25.47% [70]. 6. Market Trends - The CXO index has significantly outperformed the market, with a year-to-date increase of 58.32% as of September 11, 2025 [54]. - The report emphasizes the importance of monitoring changes in U.S. interest rate policies and geopolitical factors affecting the industry [5].

Core Viewpoint - Haoyuan Pharmaceutical experienced a 5.1% increase in stock price, reaching 74.00 CNY per share, with a total market capitalization of 15.695 billion CNY as of September 12 [1] Company Overview - Shanghai Haoyuan Pharmaceutical Co., Ltd. was established on September 30, 2006, and went public on June 8, 2021. The company specializes in the discovery of small molecule drugs, focusing on molecular building blocks and tool compounds, as well as the development and production of active pharmaceutical ingredients (APIs) and intermediates [1] - The main revenue sources for the company include molecular building blocks, tool compounds, and biochemical reagents, accounting for 68.97% of total revenue. Product sales contribute 63.42%, while APIs and intermediates, along with formulations, account for 30.46%. Technical services make up 5.55%, and other sources contribute 0.57% [1] Shareholder Information - Among the top circulating shareholders of Haoyuan Pharmaceutical, a fund under China Europe Fund holds a significant position. The China Europe Healthcare Mixed A Fund (003095) reduced its holdings by 2.7776 million shares in the second quarter, retaining 6.1185 million shares, which represents 2.97% of the circulating shares. The estimated floating profit from this transaction is approximately 21.9653 million CNY [2] - The China Europe Healthcare Mixed A Fund was established on September 29, 2016, with a current scale of 15.638 billion CNY. Year-to-date returns stand at 31.02%, ranking 2473 out of 8174 in its category, while the one-year return is 47.65%, ranking 3246 out of 7981. Since its inception, the fund has achieved a return of 126.12% [2] Fund Management - The fund manager of China Europe Healthcare Mixed A is Ge Lan, who has been in the position for 10 years and 230 days, overseeing assets totaling 39.908 billion CNY, with the best fund return during her tenure being 126.12% and the worst being -35.13% [3] - Co-manager Zhao Lei has been in the role for 71 days, managing assets of 30.801 billion CNY, with the best return being 17.59% and the worst being 17.42% during his tenure [3]

Group 1 - The A-share market experienced fluctuations on September 12, with a rebound in the innovative drug concept in the afternoon [1] - The Tianhong Innovative Drug ETF (517380) showed a "W" shaped reversal in the morning and continued to strengthen in the afternoon, rising by 1.50% with a trading volume exceeding 58 million yuan [1] - Notable stocks within the Tianhong Innovative Drug ETF included Nocare Pharma-U, which rose over 14%, and Zhaoyan New Drug, which hit the daily limit [1] Group 2 - The Biopharmaceutical ETF (159859) increased by 0.88%, with a trading volume exceeding 90 million yuan, featuring stocks like Junshi Biosciences-U and WuXi AppTec among the top gainers [1] - As of September 11, the Tianhong Innovative Drug ETF had seen a net inflow of over 79 million yuan over four consecutive days, while the Biopharmaceutical ETF had a net inflow of over 220 million yuan over three days [1] Group 3 - The Tianhong Innovative Drug ETF is the largest in the market, covering both A-shares and Hong Kong stocks, and is the only ETF tracking the Hang Seng-Hushen-Hong Kong Innovative Drug Select 50 Index [1] - The Biopharmaceutical ETF closely tracks the Guozheng Biopharmaceutical Index, which covers various sectors including innovative drugs, CXO, vaccines, and blood products [1] Group 4 - The National Medical Products Administration announced measures to optimize the review and approval of clinical trials for innovative drugs, aiming to complete reviews within 30 working days for eligible applications [1] - This initiative supports key national research and encourages global early-stage synchronized research and international multi-center clinical trials [1] Group 5 - Short-term outlook suggests that many innovative drug stocks have seen significant gains since the beginning of the year, which may lead to profit-taking in response to negative news [2] - The biotech sector in China is expected to maintain high investment value due to continuous innovation breakthroughs and improved profitability [2] Group 6 - The Hong Kong innovative drug sector reported a net profit of 1.8 billion yuan in the first half of the year, marking its first profit since turning around [2] - The industry is entering a new cycle driven by profitability, with leading companies achieving profits through the commercialization of products and accelerating the conversion of research value [2]

上海皓元医药股份有限公司 2025年第五次临时股东会会议资料 转债代码：118051 转债简称：皓元转债 证券代码：688131 证券简称：皓元医药 上海皓元医药股份有限公司 2025年第五次临时股东会会议资料 二〇二五年九月 上海皓元医药股份有限公司 2025年第五次临时股东会会议资料 2025年第五次临时股东会会议资料 目 录 上海皓元医药股份有限公司 2025年第五次临时股东会会议须知 为维护全体股东的合法权益，确保股东会的正常秩序和议事效率，保证会议的顺 利进行，依据《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》及《上海皓元医 药股份有限公司章程》（以下简称"《公司章程》"）《上海皓元医药股份有限公司股 东会议事规则》等相关规定，上海皓元医药股份有限公司（以下简称"公司"）特制定 本次股东会会议须知。 一、为确认出席会议的股东、股东代理人或其他出席者的出席资格，会议工作人员将 对出席会议者的身份进行必要的核对工作，请被核对者给予配合。为保证本次股东会的 严肃性和正常秩序，切实维护与会股东（或股东代理人）的合法权益，除出席会议 ...

Summary of Key Points Core Viewpoint - A total of 135 stocks received buy ratings from institutions today, with 17 stocks receiving initial attention from institutions, indicating a strong interest in the market and potential investment opportunities [1]. Institutional Ratings - 140 buy rating records were published today, with 29 of these providing future target prices. 13 stocks have an upside potential exceeding 20%, with AVIC Optoelectronics showing the highest potential at 61.62% [1]. - Notable stocks with high upside potential include Noli Shares at 48.46% and United Imaging Healthcare at 37.22% [1]. - 17 stocks received initial buy ratings from institutions, including Haimeixing and Hengli Hydraulic [1]. Market Performance - Stocks rated with buy ratings saw an average increase of 3.27%, outperforming the Shanghai Composite Index. 119 stocks experienced price increases, with several hitting the daily limit up [1]. - Stocks with significant declines included Noli Shares, Agricultural Bank, and Shoufang Environmental Protection, with declines of 3.23%, 2.93%, and 1.26% respectively [1]. Industry Focus - The most favored industries include power equipment and machinery, each with 17 stocks listed in the buy rating category. The pharmaceutical and communication sectors also attracted attention, with 15 and 6 stocks respectively [2]. - Specific stocks receiving multiple buy ratings include Betaini, Kebo Da, AVIC Optoelectronics, and Yunnan Baiyao, each with two buy ratings [2][3]. Detailed Stock Information - A selection of stocks with buy ratings includes: - Betaini (2 ratings, +2.22% today, PE 40.30) in beauty care - Kebo Da (2 ratings, +10.00% today, PE 27.44) in automotive - AVIC Optoelectronics (2 ratings, +0.57% today, PE 28.83) in defense and military [2][3]. - Other notable stocks include: - Yunnan Baiyao (2 ratings, +1.06% today, PE 14.56) in pharmaceuticals - Zhonglian Heavy Industry (2 ratings, +0.41% today, PE 11.39) in machinery [2][3]. Additional Stock Ratings - Additional stocks with single buy ratings include: - Xuji Electric (1 rating, +2.09% today, PE 18.44) in power equipment - Xugong Machinery (1 rating, -0.20% today, PE 13.29) in machinery - China Rare Earth (1 rating, +2.33% today, PE 174.07) in non-ferrous metals [3][4].

Market Overview - On September 4, the medical services sector declined by 4.28%, with Bid Pharma leading the drop [1] - The Shanghai Composite Index closed at 3765.88, down 1.25%, while the Shenzhen Component Index closed at 12118.7, down 2.83% [1] Stock Performance - Notable gainers in the medical services sector included: - Zihua Pharmaceutical (600721) with a closing price of 11.07, up 6.24% [1] - Innovation Medical (002173) with a closing price of 24.99, up 5.31% [1] - Wisdom Pharmaceutical (300149) with a closing price of 13.17, up 4.36% [1] - Major decliners included: - Bid Pharma (688073) with a closing price of 62.65, down 9.44% [2] - WuXi AppTec (603259) with a closing price of 101.94, down 8.06% [2] - Zhaoyan New Drug (603127) with a closing price of 30.92, down 7.48% [2] Capital Flow - The medical services sector experienced a net outflow of 1 billion yuan from institutional investors, while retail investors saw a net inflow of 359 million yuan [2][3] - Key stocks with significant capital flow included: - Innovation Medical (002173) with a net inflow of 136 million yuan from institutional investors [3] - Wisdom Pharmaceutical (300149) with a net inflow of 79 million yuan from institutional investors [3] - Meinian Health (002044) with a net inflow of 64 million yuan from institutional investors [3]

Core Viewpoint - The financial report of Haoyuan Pharmaceutical reveals a contradiction of "increased revenue and profit but decreased cash flow," indicating a shortfall in the quality of profitability amid scale expansion, raising alarms about the company's operational health [1] Financial Performance - In the first half of 2025, Haoyuan Pharmaceutical reported operating revenue of 1.311 billion yuan, a year-on-year increase of 24.20%, and a net profit attributable to shareholders of 155 million yuan, a significant year-on-year surge of 115.55% [1] - However, the operating cash flow turned negative, reaching -10.43 million yuan, a sharp decline of 113% year-on-year [1][2] - The company’s inventory impairment provision stood at 332 million yuan, accounting for 20.24% of the inventory book balance [1][3] Cash Flow and Inventory Issues - The negative cash flow is primarily attributed to high accounts receivable and inventory levels, with accounts receivable reaching 610 million yuan, up 16.89% year-on-year, and over 18.7% of accounts receivable being over one year old [2] - Inventory increased to 1.309 billion yuan, a 12.54% year-on-year rise, with over 80% consisting of raw materials and finished goods [2] - The inventory turnover days extended from 186 days in 2022 to 243 days in the first half of 2025, significantly higher than peers such as WuXi AppTec and Kanglong Chemical [2] Business Structure and Profitability - The company’s business is divided into front-end life science reagents and back-end raw materials and intermediates, with the front-end segment achieving revenue of 904 million yuan, a 29.2% increase, and a gross margin of 63.0%, contributing 69.4% of total revenue [5] - The back-end segment generated revenue of 399 million yuan, a 13.6% increase, but its gross margin fell to 17.8%, down from 20.05% in 2024, indicating competitive weaknesses [5] Sales and Marketing Expenses - Sales expenses surged to 130 million yuan, a 33.56% increase year-on-year, with the sales expense ratio rising from 9.25% in 2024 to 9.9% [7] Strategic Challenges - The company faces strategic challenges due to a lack of clear direction following a board reshuffle, with the new leadership failing to establish a coherent strategy for either maintaining traditional markets or advancing into high-end sectors [11][12] - The ongoing price competition from centralized procurement and the inability to secure significant orders due to underutilized capacity further complicate the company's operational landscape [11][12] R&D and Innovation - Haoyuan Pharmaceutical's R&D expenditure was 117 million yuan in the first half of 2025, a 4.23% increase, but the R&D expense ratio decreased from 9.0% in 2024 to 8.9%, falling below industry peers [12] - The company is at risk of being outpaced by technological advancements in the industry, particularly in areas like recombinant technology and synthetic biology, which could threaten its existing business model [13]