中国北京市朝阳区建国路 77 号华贸中心 3 号写字楼 34 层 邮政编码 100025 电话: (86-10) 5809-1000 传真: (86-10) 5809-1100 北京市竞天公诚律师事务所 关于首药控股（北京）股份有限公司 2025 年第一次临时股东大会的法律意见书 致：首药控股（北京）股份有限公司 一、本次股东大会的召开程序 北京市竞天公诚律师事务所（以下称"本所"）接受首药控股（北京）股份 有限公司（以下称"公司"）的委托，指派本所律师列席了公司于 2025 年 9 月 15 日在北京市海淀区闵庄路 3 号玉泉慧谷科技园 15 号楼公司会议室召开的公司 2025 年第一次临时股东大会（以下称"本次股东大会"），并依据《中华人民 共和国公司法》《中华人民共和国证券法》等中国现行法律、法规和其他规范性 文件（以下称"中国法律法规"）及《首药控股（北京）股份有限公司章程》（以 下称"《公司章程》"）的规定，就本次股东大会的召集和召开程序、出席会议 人员资格、召集人资格、会议表决程序和表决结果等事宜（以下称"程序事宜"） 出具本法律意见书。 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大 ...

证券代码：688197 证券简称：首药控股 公告编号：2025-026 首药控股（北京）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 1 （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7人，现场出席7人； 2、 公司在任监事3人，现场出席3人； （一） 股东大会召开的时间：2025 年 9 月 15 日 （二） 股东大会召开的地点：北京市海淀区闵庄路 3 号玉泉慧谷科技园 15 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 | 68 | | --- | --- | | 普通股股东人数 | 68 | | 2、出席会议的股东所持有的表决权数量 | 96,014,724 | | 普通股股东所持有表决权数量 | 96,014,724 | | 3、出席会议的股东所持有表决权数量占公司表决权 ...

Group 1 - The core viewpoint of the news is that Shouyao Holdings has seen a significant increase in its stock price, rising by 5.01% to reach 46.57 yuan per share, with a total market capitalization of 6.926 billion yuan [1] - Shouyao Holdings, established on April 19, 2016, specializes in the research and development of small molecule anti-tumor drugs, with its main business revenue entirely derived from technology development and services [1] - The trading volume for Shouyao Holdings was 62.3524 million yuan, with a turnover rate of 2.14% [1] Group 2 - According to data, a fund under Jianxin Fund has Shouyao Holdings as one of its top ten holdings, specifically Jianxin High-end Medical Stock A (004683), which held 121,900 shares, accounting for 3.53% of the fund's net value [2] - The fund has realized a floating profit of approximately 270,700 yuan from its investment in Shouyao Holdings [2] - Jianxin High-end Medical Stock A has achieved a year-to-date return of 16.98% and a one-year return of 23.22%, ranking 2964 out of 4222 and 3576 out of 3802 in its category, respectively [2] Group 3 - The fund manager of Jianxin High-end Medical Stock A is Pan Longling, who has been in the position for 9 years and 172 days, with the fund's total asset size currently at 160 million yuan [3] - During Pan Longling's tenure, the best fund return was 60.05%, while the worst return was -30.58% [3]

Investment Rating - The investment rating for the pharmaceutical and biotechnology industry is "Positive" and the rating has been maintained [1] Core Insights - The pharmaceutical and biotechnology industry index increased by 0.39% during the reporting period, ranking 26th among 31 primary industries, underperforming the CSI 300 index which rose by 7.01% [4][14] - The industry shows resilience despite a slight decline in overall revenue and net profit for A-share pharmaceutical companies in the first half of the year, with stable gross profit margins [6] - The CXO sector has returned to high prosperity with significant growth in performance, while the chemical preparation sector shows a mixed performance [6] - The report highlights the approval of several innovative drugs, including Novartis' "Acrux" for IgA nephropathy and the first oral HER2 inhibitor "Zongertinib" by Boehringer Ingelheim [5][41] Industry Review - The pharmaceutical and biotechnology industry PE (TTM, excluding negative values) is at 31.41x, slightly down from 31.38x in the previous period, indicating a valuation below the average [20] - The top three sub-industries by PE are vaccines (56.18x), hospitals (42.24x), and medical devices (40.66x), while pharmaceutical circulation has the lowest valuation at 14.06x [20] - In the reporting period, 29 listed companies in the pharmaceutical and biotechnology sector experienced a net reduction in shareholder holdings amounting to 1 billion CNY [4] Important Industry News - The CDE released a draft guideline for single-arm clinical trials to support the regular approval of anti-tumor drugs [25] - Novartis' IgA nephropathy drug "Acrux" received NMPA approval, marking it as the first of its kind in China [28] - The approval of the new generation ALK inhibitor "Dirocitinib" by Xuan Bamboo Biotech for treating ALK-positive non-small cell lung cancer [36] - The approval of the ADC "Datopotamab deruxtecan" for treating HR-positive, HER2-negative breast cancer [39] Investment Recommendations - The report suggests focusing on investment opportunities in the chemical preparation sector, particularly innovative drugs, and the CXO sector due to their clear long-term growth logic [6]

Group 1 - The core viewpoint of the news is that Shouyao Holdings has seen a significant increase in its stock price, rising by 5.18% to reach 48.50 CNY per share, with a total market capitalization of 7.213 billion CNY [1] - Shouyao Holdings, established on April 19, 2016, and listed on March 23, 2022, specializes in the research and development of small molecule anti-tumor drugs, with 100% of its revenue coming from technology development and services [1] Group 2 - Among the top circulating shareholders of Shouyao Holdings, a fund under China Europe Fund, specifically the China Europe Medical Health Mixed A (003095), has entered the top ten shareholders, holding 1.1728 million shares, which accounts for 1.83% of the circulating shares [2] - The China Europe Medical Health Mixed A fund, established on September 29, 2016, has a current scale of 15.638 billion CNY and has achieved a year-to-date return of 28.82%, ranking 2520 out of 8254 in its category [2] Group 3 - The fund managers of China Europe Medical Health Mixed A are Ge Lan and Zhao Lei, with Ge Lan having a tenure of 10 years and 219 days, managing assets totaling 39.908 billion CNY, and achieving a best fund return of 125.88% during her tenure [3] - Zhao Lei has a tenure of 60 days, managing assets of 30.801 billion CNY, with a best fund return of 13.75% during his short tenure [3]

Core Viewpoint - Shouyao Holdings (Beijing) Co., Ltd. reported a focus on the research and industrialization of innovative small molecule anti-tumor drugs, despite a net loss in the first half of 2025 [1] Financial Performance - In the first half of 2025, Shouyao Holdings achieved an operating income of 2 million yuan and a net profit attributable to shareholders of -104 million yuan [1] - Research and development expenses amounted to 108 million yuan during the same period [1] Research and Development Progress - The company made significant progress in key research areas, achieving milestone developments that align with expectations, laying a solid foundation for future product launches and commercialization [1] - Shouyao Holdings is actively expanding its academic influence and steadily advancing the construction of its industrialization base, with overall R&D and operational activities proceeding according to strategic plans [1]

Core Points - The company has announced changes to its registered address, the cancellation of its supervisory board, and amendments to its articles of association [4][5][6] - The board of directors has confirmed the accuracy and completeness of the announcement, ensuring no misleading statements or omissions [4][6] - The company will no longer have a supervisory board, with the audit committee taking over its responsibilities in accordance with the revised Company Law and relevant regulations [5][6] Group 1: Company Changes - The registered address will be changed from "Building A, 22nd Floor, No. 10 Ronghua Middle Road, Beijing Economic and Technological Development Zone" to "Unit 2202-2, 19th Floor, No. 10 Ronghua Middle Road, Beijing Economic and Technological Development Zone" [4] - The supervisory board will be abolished, and its functions will be assumed by the audit committee, in line with the latest legal requirements [5][6] - The articles of association will be systematically revised to improve the governance structure, including the removal of references to the supervisory board and its members [6][7] Group 2: Governance and Compliance - The company will ensure compliance with the revised Company Law and the Shanghai Stock Exchange's listing rules [5][6] - The board has expressed gratitude to the outgoing supervisory board members for their contributions during their tenure [6] - The management is authorized to handle the necessary business registration changes and document signing related to these amendments [7]

Group 1 - Company will participate in the 2025 semi-annual performance briefing for the innovative drug industry on September 16, 2025, from 15:00 to 17:00 [2][3][4] - Investors can submit questions for the briefing from September 9 to September 15, 2025, through the Shanghai Stock Exchange Roadshow Center website or via the company's email [2][4] - The briefing will be conducted in an online text interaction format, allowing investors to engage with the company [2][3] Group 2 - The company will hold its first extraordinary general meeting of 2025 on September 15, 2025, at 10:00 AM, with both on-site and online voting options available [8][9] - The meeting will discuss various resolutions, including the approval of the 2025 semi-annual report and the special resolution regarding the cancellation of the supervisory board [11][12][33] - The company emphasizes the importance of shareholder participation and has set up a reminder service to ensure small and medium investors are informed about the meeting [20] Group 3 - The company reported significant progress in its drug development pipeline, focusing on innovative small molecule anti-cancer drugs [37][38] - Key candidates such as SY-707 and SY-5007 have reached important milestones, with SY-5007 preparing for a new drug application submission [39][40] - The company is also expanding its research and development capabilities by establishing a new drug research and industrialization base with an investment of up to 787 million yuan [44][45] Group 4 - The company has maintained a strong financial position, with total assets of 819.45 million yuan and no interest-bearing liabilities as of mid-2025 [46] - Cash management strategies have yielded a return of 9.44 million yuan during the reporting period, ensuring liquidity and safety of funds [46] - The company has actively engaged in investor communication, hosting multiple events to enhance transparency and information dissemination [49][50]

Group 1 - The A-share market's innovative drug concept stocks have experienced a collective decline for the third consecutive day, with notable drops including Nanjing New Pharmaceutical falling over 11% and Yuandong Bio down over 9% [2] - Other companies such as Borui Pharmaceutical, Zhaoyan New Drug, and Kangyuan Pharmaceutical also saw declines exceeding 6%, while Shutaishen, Hite Bio, Shouyao Holdings, and Wanbangde dropped over 5% [2] Group 2 - The MACD golden cross signal has formed, indicating a positive trend for certain stocks [3]

Group 1 - The stock price of Shouyao Holdings-U is reported at 49.24 yuan, down 1.98 yuan or 3.87% from the previous trading day, with a trading volume of 18,495 hands and a transaction amount of 0.94 billion yuan [1] - Shouyao Holdings-U operates in the biopharmaceutical industry, focusing on the research and development of innovative small molecule drugs for cancer treatment, with several core pipelines including SY-707, SY-3505, and SY-5007 at various clinical development stages [1] - The company reported a revenue of 2 million yuan for the first half of 2025, a decrease of 47.37% year-on-year, and a net loss attributable to shareholders of 104 million yuan, with losses widening year-on-year [1] Group 2 - The company's R&D expenditure accounted for an exceptionally high 5408.49% of its revenue, an increase of 2590.03 percentage points year-on-year, indicating a significant commitment to innovation despite financial losses [1] - Shouyao Holdings-U has made important progress in multiple core pipelines, with the application for market approval of SY-707 currently in progress [1] - In terms of capital flow, the company experienced a net outflow of 5.92 million yuan on the day, with a cumulative net outflow of 29.64 million yuan over the past five days [2]