北京安理（上海）律师事务所 关于 上海美迪西生物医药股份有限公司 2025 年第二次临时股东大会的 法律意见书 上海市长宁区长宁路 1189 号长宁来福士广场 T2 办公楼 17 层 03 单元 1703 Tower 2, Raffles City, 1189 Changning Road, Changning District, Shanghai 安理律师事务所 法律意见书 北京安理（上海）律师事务所 关于 上海美迪西生物医药股份有限公司 北京安理（上海）律师事务所（以下简称"本所"）接受上海美迪西生物医 药股份有限公司（以下简称"公司"）的委托，指派见证律师出席公司2025年第 二次临时股东大会（以下简称"本次股东大会"）进行法律见证，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》"）等法律、法规、规章、规范性文件及公司现行章程的规 定，就公司本次股东大会的召集、召开程序、出席会议人员的资格、表决程序等 有关事项的合法性进行了审核和见证，并出具本法律意见书。 为出具本法律意见书，本所律师出席了公司本次股东大会并审查了公司提供 的本次股东大会的各项 ...

证券代码：688202 证券简称：美迪西 公告编号：2025-058 上海美迪西生物医药股份有限公司 2025年第二次临时股东大会决议公告 注：截至本次股东大会股权登记日，公司总股本为 134,352,184 股；其中，公司回购专用 证券账户中的股份为 2,655,537 股，不享有股东大会表决权。 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 （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：上海市浦东新区川大路 585 号上海美迪西生物医 药股份有限公司会议室 （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 | 120 | | --- | --- | | 普通股股东人数 | 120 | | 2、出席会议的股东所持有的表决权数量 | 64,536,362 | | 普通股股东所持有表决权数量 | 64,536,362 | | 3、 ...

证券代码：688202 证券简称：美迪西 公告编号：2025-059 （一）审议通过《关于向 2025 年限制性股票激励计划激励对象首次及 预留授予限制性股票的议案》 根据《上市公司股权激励管理办法》《上海美迪西生物医药股份有限公 司 2025 年限制性股票激励计划（草案）》（以下简称"本激励计划"）及 其摘要的相关规定和公司 2025 年第二次临时股东大会的授权，董事会认为 本激励计划规定的限制性股票首次及预留授予条件已经成就，确定以 2025 年 9 月 15 日为首次及预留授予日，以 31.37 元/股的授予价格向符合首次授 予条件的 385 名激励对象授予 80.00 万股限制性股票，向符合预留授予条件 的 4 名激励对象授予 20.00 万股限制性股票。 本议案已经董事会薪酬与考核委员会审议通过。 具体内容详见公司于同日刊登在上海证券交易所网站（www.sse.com.cn）的 《上海美迪西生物医药股份有限公司关于向 2025 年限制性股票激励计划激励对 象首次及预留授予限制性股票的公告》。 上海美迪西生物医药股份有限公司 第四届董事会第七次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任 ...

Group 1 - The core point of the article is that Medisi (SH 688202) announced a board meeting to discuss the first grant of restricted stock under the 2025 incentive plan, highlighting its focus on employee incentives and future growth strategies [1] - For the fiscal year 2024, Medisi's revenue composition shows that 99.96% comes from preclinical CRO (Contract Research Organization) business, indicating a strong reliance on this segment for income [1] - As of the report, Medisi's market capitalization stands at 10.9 billion yuan, reflecting its valuation in the market [1] Group 2 - The article mentions a significant breakthrough in a new drug recognized by both Chinese and American authorities for its breakthrough efficacy, which has generated excitement at the World Lung Cancer Conference [1]

Core Viewpoint - The lawsuit between Medisci and Hongxu Biotech highlights the fragile trust relationship between pharmaceutical companies and outsourced service providers in the context of the booming GLP-1 drug development market [1][2]. Group 1: Lawsuit Details - The dispute originated from a 2020 technical service contract where Medisci was tasked with providing non-clinical safety evaluations for Hongxu Biotech's GLP-1/GIP dual-target new drug, HX-100101-1 [2]. - Hongxu Biotech accuses Medisci of serious breach of contract, seeking to terminate the contract, refund service fees of 5.018 million yuan, and claim damages totaling 1.515 billion yuan [2]. - The involved project received clinical trial approval in China in December 2023, but a sudden inspection by the National Medical Products Administration in March raised concerns about the authenticity of the data [2]. Group 2: Impact on Medisci - For Medisci, with annual revenue just over 1 billion yuan, the lawsuit represents a significant survival pressure test, as the potential payout exceeds its net profit for the first half of the year [3]. - The market reacted with a 4.69% increase in stock price on the day of the announcement, but underlying risks to industry trust and client relationships are evident [3]. - The lawsuit could lead to tighter payment terms from clients and delays in new orders, particularly affecting projects related to metabolic drugs [3]. Group 3: Financial Performance - Medisci's financial reports indicate ongoing losses for 2023-2024, but there are signs of recovery with a 3.64% increase in revenue to 540 million yuan in the first half of the year and a 31% increase in overseas revenue [4]. - The company achieved a turnaround in Q2, but prolonged litigation could jeopardize its hard-won profitability [4]. Group 4: Industry Implications - The dispute reveals underlying issues in the industry, particularly the aggressive timelines for safety evaluations that reflect a distorted pursuit of research efficiency [5]. - Although the authenticity of the application materials has not been confirmed, the inspection serves as a warning about the common lack of clarity in responsibilities within collaborations [5].

Group 1 - Jimin Health has experienced a significant increase, with 6 consecutive trading limits reached in 12 days [1] - Shutai Shen has risen over 7%, indicating strong market interest [1] - Hot景生物 has seen an increase of over 5%, reflecting positive investor sentiment [1] Group 2 - Other companies such as Meidi Xi, Guangsheng Tang, and Borui Pharmaceutical have also shown upward trends in their stock prices [1]

Group 1 - The A-share CRO sector experienced a decline, with major companies like WuXi AppTec and Tigermed dropping over 7% [1] - Kanglong Chemical fell by more than 5%, while other firms such as Zhaoyan New Drug, Mediso, and Hengrui Medicine also saw declines [1]

Investment Rating - The industry investment rating is optimistic [2] Core Views - The report indicates a recovery in the industry, marking a turning point for allocation strategies [6] - The financial data and order trends suggest that the CXO sector has reached a fundamental turning point and is in a phase of continuous recovery [63] Summary by Sections Stock Price Review - Domestic performance shows a significant increase in the medical research outsourcing index, which rose by 60.41% from December 31, 2024, to September 4, 2025, outperforming the pharmaceutical and biotechnology index by 36.15 percentage points [4] - Internationally, there is a general upward revision of performance forecasts, with signs of demand recovery. Medpace showed the largest upward adjustment in its 2025 guidance [4][17] Financial Analysis - Growth: The year-over-year (YOY) revenue trend is improving, with the average YOY revenue growth for CXO companies reaching 8.2% in Q1 2025 and 11.6% in Q2 2025 [26] - Profitability: The average gross margin in Q2 2025 was 32.45%, showing a slight increase of 0.18 percentage points YOY. Some companies like Medpace and Boten Co. saw significant improvements in their margins [33] - Operational Efficiency: Inventory turnover improved from 1.56 in H1 2024 to 1.81 in H1 2025, indicating enhanced operational efficiency driven by increased capacity utilization [35] Thoughts and Outlook - PE/VC financing in the healthcare sector has stabilized at a low point, with a slight decline in absolute values for Q2 2025 compared to previous quarters, but ongoing improvements in global IPOs and business development transactions are expected to drive demand recovery [47] - IPO financing in the A-share and US markets has stabilized, while Hong Kong's market has seen a significant rebound, with HK IPO amounts reaching 20.7 billion HKD in 2025 [52] - The construction of new projects remains high, indicating optimistic expectations for capacity expansion among CXO companies, with a focus on new business areas such as ADCs and oligonucleotides [56] Investment Strategy - The report recommends investing in CDMO opportunities driven by the continued realization of commercial orders for small and large molecules, as well as clinical CRO opportunities supported by domestic innovation drug policies [63] - Key companies to watch include WuXi AppTec, Kelun Pharmaceutical, and others in the small molecule and large molecule CDMO sectors [63]

Core Viewpoint - The lawsuit involving Medisi and Hongxu Biotechnology has raised significant concerns in the CRO industry due to the stark contrast between the original contract value of 5.58 million yuan and the claimed compensation amount of approximately 159 million yuan, highlighting contract risk issues within the industry [2][4]. Group 1: Lawsuit Details - Medisi's subsidiary, Medisi Puya, is being sued by Hongxu Biotechnology for a total of approximately 159 million yuan, despite the original contract being worth only 5.58 million yuan [2][4]. - The lawsuit stems from a technical service contract signed on December 18, 2020, where Medisi Puya was tasked with conducting non-clinical safety evaluations for a biopharmaceutical product [4]. - Hongxu Biotechnology claims that Medisi Puya breached the contract, leading to the request for contract termination and five specific claims totaling around 159 million yuan [5]. Group 2: Claims and Responses - The five claims made by Hongxu Biotechnology include: 1. Termination of the technical service contract 2. Payment of liquidated damages based on previously paid amounts 3. Refund of service fees already paid 4. Compensation for various losses totaling 1.5 billion yuan 5. Coverage of litigation and preservation costs [5]. - Medisi has firmly rejected Hongxu's claims, asserting that it has complied with industry standards and fulfilled its contractual obligations, as evidenced by the approval of the clinical trial on December 14, 2023 [7][8]. Group 3: Industry Context - The CRO industry is experiencing increased contract disputes as competition intensifies, with Medisi not being the only company facing such legal challenges [9]. - As the biopharmaceutical sector matures, the competition among CROs is shifting from scale and price to quality, service, and risk management capabilities, making risk control a critical focus for all CRO companies [9].

Market Overview - The medical services sector increased by 1.22% on September 10, with Meidisi leading the gains [1] - The Shanghai Composite Index closed at 3812.22, up 0.13%, while the Shenzhen Component Index closed at 12557.68, up 0.38% [1] Top Gainers in Medical Services - Meidisi (688202) closed at 75.91, up 14.36% with a trading volume of 172,900 shares and a turnover of 1.262 billion yuan [1] - Zhaoyan New Drug (603127) closed at 35.44, up 9.99% with a trading volume of 710,100 shares and a turnover of 2.481 billion yuan [1] - Bid Medicine (688073) closed at 67.40, up 7.72% with a trading volume of 23,600 shares and a turnover of 156 million yuan [1] - Other notable gainers include Pusens (301257), Nuohezhiyuan (688315), and Haoyuan Medicine (688131) with respective increases of 7.07%, 6.12%, and 5.81% [1] Market Capital Flow - The medical services sector saw a net inflow of 523 million yuan from institutional investors, while retail investors experienced a net outflow of 179 million yuan [2] - The top stocks by net inflow from institutional investors include Zhaoyan New Drug with 481 million yuan and YaoMingKangDe with 106 million yuan [3] Notable Decliners - Nanmo Biology (688265) decreased by 4.09% to 54.64 with a trading volume of 13,800 shares and a turnover of 76.751 million yuan [2] - Zihua Medicine (600721) fell by 3.25% to 9.82 with a trading volume of 479,100 shares and a turnover of 476 million yuan [2] - Other decliners include Haitai Biology (300683) and Huada Muyin (300676) with respective declines of 2.50% and 2.17% [2]