Tel/申话:(8621) 6249 6040 Fax/传真:(8621) 6249 56 Website/网址: www.iinmao.com.cn 上海市金茂律师事务所 关于和元生物技术(上海)股份有限公司 2025年第四次临时股东会之法律意见书 致:和元生物技术(上海)股份有限公司 和元生物技术（上海）股份有限公司（以下简称"公司"）2025 年第四次临时 股东会 (以下简称" 本次股东会" ) 于 2025 年 11 月 13 日下午在公司会议室召开 ｡ 上海市金茂律师事务所（以下简称"本所"）经公司聘请并接受公司委托,委派茅 丽婧律师、吴丹琪律师（以下简称"本所律师"）出席本次股东会,并根据《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》"）、中国证券监督管理委员会公布的《上市公司股东会规则》 (以下简称"《股东会规则》")等相关法律、法规和规范性文件以及《和元生物 技术(上海)股份有限公司章程》（以下简称"《公司章程》"),就本次股东会 的召集、召开程序、出席会议人员资格、表决程序、表决结果等发表法律意见。 本所律师同意公司将本法律意见书作为本 ...

Group 1 - The immunotherapy sector is experiencing a strong rebound, with companies like Zhongyuan Qihuo and Kaineng Health hitting the daily limit up [1] - Other companies in the sector, such as Jimin Health, Guanhao Bio, Chengda Pharmaceutical, Zexing Pharmaceutical, and Heyuan Bio, are also showing significant gains [1]

Group 1 - The core transaction involved Hehui Optoelectronics, with a total of 1.7165 million shares traded on November 11, resulting in a transaction value of 4.8233 million yuan, which accounted for 1.37% of the total trading volume for that day [1][2] - The transaction price was 2.81 yuan per share, representing a discount of 0.71% compared to the market closing price of 2.83 yuan [1][2]

股票简称：和元生物 股票代码：688238 2025 年第四次临时股东会 会议资料 和元生物技术（上海）股份有限公司 OBiO Technology (Shanghai) Corp., Ltd. 2025 年 11 月 和元生物技术（上海）股份有限公司 2025 年第四次临时股东会会议资料 和元生物技术（上海）股份有限公司 2025 年第四次临时股东会会议资料目录 | 2025 年第四次临时股东会会议须知 | 2 | | --- | --- | | 2025 年第四次临时股东会会议议程 | 4 | | 2025 年第四次临时股东会会议议案 | 6 | | 议案一、《关于补选第四届董事会非独立董事的议案》 7 | | | 议案二、《关于变更第四届董事会独立董事的议案》 8 | | 1 和元生物技术（上海）股份有限公司 2025 年第四次临时股东会会议资料 和元生物技术（上海）股份有限公司 2025 年第四次临时股东会会议须知 为维护广大投资者的合法权益，确保和元生物技术（上海）股份有限公司（以 下简称"公司"或"和元生物"）股东会的正常秩序和议事效率，保障股东在本 次股东会期间依法行使权利，根据《中华人民共和国 ...

股票简称：和元生物 股票代码：688238 2025 年第四次临时股东会 会议资料 和元生物技术（上海）股份有限公司 OBiO Technology (Shanghai) Corp., Ltd. 2025 年 11 月 和元生物技术（上海）股份有限公司 2025 年第四次临时股东会会议资料 和元生物技术（上海）股份有限公司 2025 年第四次临时股东会会议资料目录 | 2025 年第四次临时股东会会议须知 | | 2 | | --- | --- | --- | | 2025 年第四次临时股东会会议议程 | | 4 | | 2025 年第四次临时股东会会议议案 | | 6 | | 议案一、《关于补选第四届董事会非独立董事的议案》 | | 7 | | 议案二、《关于变更第四届董事会独立董事的议案》 | | 8 | 1 和元生物技术（上海）股份有限公司 2025 年第四次临时股东会会议资料 和元生物技术（上海）股份有限公司 2025 年第四次临时股东会会议须知 为维护广大投资者的合法权益，确保和元生物技术（上海）股份有限公司（以 下简称"公司"或"和元生物"）股东会的正常秩序和议事效率，保障股东在本 次股东会期间依 ...

Core Viewpoint - He Yuan Bio is a leading enterprise in the domestic gene therapy CRO/CDMO service sector, providing critical technical support for the gene therapy industry [1] Group 1: Business Overview - He Yuan Bio was established on March 5, 2013, and was listed on the Shanghai Stock Exchange on March 22, 2022 [1] - The company specializes in providing CRO services for basic research in gene therapy, including the development of gene therapy vectors and gene function research, as well as CDMO services for the development of gene drugs [1] Group 2: Financial Performance - For Q3 2025, He Yuan Bio reported revenue of 180 million yuan, ranking 28th among 29 companies in the industry, significantly lower than the industry leader WuXi AppTec's 32.857 billion yuan and second-place Kanglong Chemical's 10.086 billion yuan [2] - The net profit for the same period was -162 million yuan, placing the company at the bottom of the industry rankings, with the industry leader WuXi AppTec reporting a net profit of 12.206 billion yuan [2] Group 3: Financial Ratios - As of Q3 2025, He Yuan Bio's debt-to-asset ratio was 30.03%, higher than the previous year's 20.62% and above the industry average of 22.79% [3] - The gross profit margin for Q3 2025 was -16.75%, an improvement from -21.95% in the previous year but still significantly below the industry average of 37.70% [3] Group 4: Shareholder Information - As of September 30, 2025, the number of A-share shareholders increased by 11.44% to 14,000, while the average number of circulating A-shares held per account decreased by 10.27% to 45,600 [5] - The company reported that its 1H25 performance met expectations, with revenue of 120 million yuan, a year-on-year increase of 6.01%, and a narrowed net loss of 105 million yuan compared to the previous year [5] Group 5: Management Compensation - The chairman and general manager, Pan Oudong, received a salary of 1.0594 million yuan in 2024, a slight decrease of 5,000 yuan from 2023 [4]

Core Insights - He Yuan Bio (688238.SH) released its Q3 2025 financial report on October 28, 2025, indicating a total of 73.72 million shares held by five institutional investors, accounting for 11.36% of the company's total share capital [1] - The institutional holding percentage decreased by 1.53 percentage points compared to the previous quarter [1] Institutional Investors - The five institutional investors include Shanghai Zhangjiang Technology Venture Capital Co., Ltd., Zhejiang Huarui Shengyin Venture Capital Co., Ltd., Shanghai Tanying Investment Partnership (Limited Partnership), Shanghai Zhangjiang Torch Venture Capital Co., Ltd., and Shanghai Ouli Investment Management Center (Limited Partnership) [1] - The total institutional holding percentage stands at 11.36% [1] Public Funds - In this period, 67 public funds were not disclosed compared to the previous quarter, including notable funds such as Huatai-PB CSI Precision Medical Index (LOF) A, SSE Composite Index ETF, Guotai SSE Comprehensive ETF, and others [1]

Core Viewpoint - He Yuan Bio reported stable revenue with a slight decrease in net loss for the first three quarters of 2025, indicating resilience in its business despite challenges in certain segments [1][2]. Financial Performance - For the first nine months of 2025, He Yuan Bio achieved revenue of 180 million yuan, remaining flat year-on-year; the net profit attributable to shareholders was -162 million yuan, a reduction in loss by 27.65 million yuan compared to the previous year [1]. - In Q3 2025, the company recorded revenue of 60.5 million yuan and a net profit of -57.5 million yuan [1]. Business Segments - The CRO business generated revenue of 61.99 million yuan, reflecting a growth of 2.81% year-on-year, indicating stable growth [1]. - The CDMO business saw a revenue decline of 9.72% to 96.70 million yuan, primarily due to variations in order types and project progress [1]. - Other main businesses, including research reagents and cell storage services, achieved revenue of 21.39 million yuan, up 55.99% year-on-year [1]. R&D and Technological Capabilities - He Yuan Bio has established a comprehensive technology and production system in the CGT field, with significant R&D capabilities across various platforms [2]. - The company invested 34.66 million yuan in R&D, accounting for 19.22% of its revenue, and has obtained a total of 60 IND approvals [2]. - The company has filed for multiple patents and trademarks, enhancing its intellectual property portfolio [2]. Market Position and Strategy - He Yuan Bio serves over 14,700 research laboratories and is expanding its market share through strategic marketing and academic collaborations [3]. - The company has secured over 120 million yuan in new CDMO orders and assisted clients in obtaining 16 IND approvals, showcasing its strong industry presence [3]. - The company is actively exploring new business avenues in regenerative medicine, including stem cells and immune cells [3]. Production Capacity - The Shanghai Lingang industrial base features 11 GMP vector production lines and 18 GMP cell production lines, positioning the company competitively on a global scale [4]. - The base has achieved full production capacity, with increasing utilization rates expected as client pipelines advance [4]. - He Yuan Bio aims to leverage its technological advancements and new business developments to strengthen its market leadership in the CGT sector [4].

Core Viewpoint - He Yuan Biological (688238.SH) reported a decline in total operating revenue for the first three quarters of 2025, alongside a significant reduction in net loss compared to the previous year [1] Financial Performance - Total operating revenue for the first three quarters of 2025 reached 180 million yuan, representing a year-on-year decrease of 1.91% [1] - The net profit attributable to shareholders of the parent company was -162 million yuan, which is a reduction in loss by 27.65 million yuan compared to the same period last year [1] - Basic earnings per share stood at -0.254 yuan [1]

Core Viewpoint - He Yuan Biotechnology (Shanghai) Co., Ltd. reported stable revenue with a slight reduction in net loss for the first three quarters of 2025, indicating resilience in a challenging market environment [1] Company Performance - For the first three quarters of 2025, He Yuan Biotechnology achieved operating revenue of 180 million yuan, remaining flat compared to the same period last year; net loss was 162 million yuan, a reduction of 27.65 million yuan year-on-year [1] - The company secured over 120 million yuan in new CDMO orders, assisting clients in obtaining 16 IND approvals in China and the U.S., including 2 from the FDA [1] - As of September 2025, the company has accumulated 60 IND approvals covering various advanced fields such as oncolytic viruses and AAV gene therapy, positioning it among the leaders in the domestic industry [1] Business Segments - In the first three quarters of 2025, the revenue from the cell and gene therapy CRO business was approximately 61.99 million yuan, a year-on-year increase of 2.81% [1] - Revenue from the cell and gene therapy CDMO business was approximately 96.70 million yuan, a decline of 9.72% year-on-year, influenced by the types of CDMO orders executed and the progress of different projects [1] - Other main business segments, including research reagents and cell storage services, generated revenue of approximately 21.39 million yuan, reflecting a significant growth of 55.99% year-on-year [1] Research and Development - He Yuan Biotechnology invested approximately 34.66 million yuan in R&D during the first three quarters of 2025, accounting for 19.22% of its operating revenue [2] - The company added 1 new invention patent and 6 domestic registered trademarks, along with multiple applications for new patents and trademarks [2] Production Capacity - The company has established 11 GMP vector production lines and 18 GMP cell production lines at its industrial base in Shanghai, with fermentation and cell culture capabilities ranging from 5L to 2000L [3] - The first phase of the industrial base is fully operational, and the capacity utilization rate is expected to increase as client pipelines and orders grow [3] - He Yuan Biotechnology has implemented an intelligent R&D system to enhance efficiency in vector screening and process development, providing comprehensive services from drug discovery to commercial production [3] Market Position and Strategy - The company serves over 14,700 research laboratories through its CRO business and is steadily advancing in overseas markets using targeted marketing strategies [3] - He Yuan Biotechnology is actively expanding into the regenerative medicine sector, exploring new business avenues such as stem cells and exosomes through joint laboratories and participation in standard-setting [3] Industry Outlook - The cell and gene therapy industry is still in a growth phase, as evidenced by the approval of several high-priced CAR-T therapies in the recent national insurance directory adjustments [4]