中国北京市建国门外大街 1 号国贸写字楼 2 座 12-15 层 100004 12-15th Floor, China World Office 2, No. 1 Jianguomenwai Avenue, Beijing 100004, China 电话 Tel: +86 10 6563 7181 传真 Fax: +86 10 6569 3838 电邮 Email: beijing@tongshang.com 网址 Web: www.tongshang.com 北京市通商律师事务所 关于上海南方模式生物科技股份有限公司 2026 年第一次临时股东会的法律意见书 致：上海南方模式生物科技股份有限公司 根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司股 东会规则》（以下简称"《股东会规则》"）《律师事务所证券法律业务执业 规则（试行）》等法律、法规及规范性文件和《上海南方模式生物科技股份有 限公司章程》（以下简称"《公司章程》"）的相关规定，北京市通商律师事 务所（以下简称"本所"）接受上海南方模式生物科技股份有限公司（以下简 称"公司"）委托，指派律师出席了公司于 2026 年 1 月 16 ...

Group 1 - The core point of the news is that Nanmo Biotechnology experienced a decline of 5.82% in its stock price, reaching 51.80 yuan per share, with a trading volume of 30.42 million yuan and a turnover rate of 0.74%, resulting in a total market capitalization of 4.039 billion yuan [1] - Nanmo Biotechnology, established on September 20, 2000, and listed on December 28, 2021, specializes in the research, production, sales, and related technical services of genetically modified animal models [1] - The revenue composition of Nanmo Biotechnology includes standardized models (48.34%), model technical services (21.92%), model breeding (19.50%), customized models (9.34%), and other supplementary services (0.91%) [1] Group 2 - Tianhong Fund's Tianhong Medical Health A (001558) has entered the top ten circulating shareholders of Nanmo Biotechnology, holding 377,400 shares, which accounts for 0.48% of the circulating shares, with an estimated floating loss of approximately 1.2078 million yuan [2] - Tianhong Medical Health A was established on June 30, 2015, with a latest scale of 263 million yuan, achieving a year-to-date return of 16.59% and a one-year return of 56.11% [2] - The fund manager of Tianhong Medical Health A is Lü Qiao, who has a total fund asset scale of 506 million yuan, with the best fund return during the tenure being 48.08% and the worst being 47.47% [3]

Core Viewpoint - Recently, Zichuang Guangke (Meishan) Smart Energy Technology Co., Ltd. was established, focusing on the renewable energy sector with a registered capital of 100 million RMB [1] Company Information - The legal representative of the newly established company is Ding Lizhong [1] - The company is wholly owned by Shenzhen Ziguang Lighting Technology Co., Ltd. [1] Business Scope - The business scope includes manufacturing and sales of renewable energy power equipment, engineering and technical research and experimental development, leasing of photovoltaic power generation equipment, sales of photovoltaic equipment and components, and solar power technology services [1]

Group 1 - The core viewpoint of the news is that Nanmo Biological has experienced a significant stock price increase, rising 6.19% to 52.50 yuan per share, with a total market capitalization of 4.093 billion yuan and a cumulative increase of 13.26% over the past five days [1] - Nanmo Biological, established on September 20, 2000, specializes in the research, production, and sales of genetically modified animal models, with its main business revenue composition being: standardized models 48.34%, model technical services 21.92%, model breeding 19.50%, customized models 9.34%, and others 0.91% [1] Group 2 - Tianhong Medical Health A (001558) has entered the top ten circulating shareholders of Nanmo Biological, holding 377,400 shares, which accounts for 0.48% of the circulating shares, and has earned approximately 1.1549 million yuan in floating profit today [2] - The fund has achieved a year-to-date return of 14.09% and a one-year return of 55.87%, ranking 261 out of 8,838 and 1,806 out of 8,089 respectively [2]

Group 1 - The core transaction of Nanjing South Model Biological Technology Co., Ltd. on January 12 involved a block trade of 281,000 shares, amounting to 15.1459 million yuan, with a transaction price of 53.90 yuan, representing a premium of 13.95% over the closing price of the day [2][4] - In the last three months, the stock has recorded a total of two block trades, with a cumulative transaction amount of 18.145 million yuan [3] - The closing price of Nanjing South Model on the day of the transaction was 47.30 yuan, reflecting an increase of 0.92%, with a turnover rate of 2.06% and a total trading volume of 74.6182 million yuan [3] Group 2 - The latest margin financing balance for the stock is 83.0652 million yuan, which has increased by 21.717 million yuan over the past five days, marking a growth rate of 35.40% [4] - The company was established on September 20, 2000, with a registered capital of 77.963513 million yuan [4]

Core Viewpoint - On January 12, 16 stocks from the STAR Market experienced block trading, with a total transaction value of 825 million yuan, indicating active trading in the sector [1]. Group 1: Trading Overview - A total of 47 block trades were recorded, with a cumulative trading volume of 15.24 million shares [1]. - The stock with the highest transaction value was Zhongwei Company, which had 10 block trades totaling 895,000 shares and a transaction value of 287 million yuan [1]. - Other notable stocks in terms of transaction value included Hu Silicon Industry and Tuo Jing Technology, with transaction amounts of 154 million yuan and 149 million yuan, respectively [1]. Group 2: Price Premium/Discount Analysis - Among the stocks that underwent block trading, the highest discount rates relative to the closing price were observed in Kangxi Communication, Laplace, and Foxit Software, with discount rates of 26.01%, 23.06%, and 19.99% respectively [1]. - Conversely, the stock with the highest premium was Nanmo Biological, which had a premium rate of 13.95% [1]. Group 3: Stock Performance - The STAR 50 Index rose by 2.43% on the same day, with 447 stocks (74.50%) in the STAR Market experiencing price increases [1]. - The average increase for stocks involved in block trading was 2.83%, with Foxit Software, Kangxi Communication, and Xidi Micro leading the gains at 20.00%, 8.09%, and 5.05% respectively [1]. - Stocks that saw the largest declines included Liyang Chip, Huahai Chengke, and Tuo Jing Technology, with decreases of 2.42%, 2.04%, and 0.77% respectively [1]. Group 4: Institutional Participation - Out of the block trades, 12 transactions involved institutional buyers or sellers, covering 5 stocks [2]. - The stocks with the highest institutional buying amounts were Zhongwei Company, Yunlu Co., and Chuangyao Technology, with respective amounts of 161 million yuan, 5.51 million yuan, and 5.08 million yuan [2]. - In terms of capital flow, 5 stocks experienced net inflows, with Zhongwei Company, Foxit Software, and Xidi Micro leading the inflows at 133 million yuan, 89.49 million yuan, and 21.57 million yuan respectively [2].

| 交易日期 | 证券简称 | 证券代码 | 成交价(元) 成交金额(万元) 成交量( * ) 买入营业部 | | | | 卖出营业部 | | --- | --- | --- | --- | --- | --- | --- | --- | | 2026-01-12 | 南模生物 | 688265 | 53.9 28.1 | 1514.59 | 国泰海通证券股份 有限公司上海静安 区南京两路：专题 | 中银国际证券股份 有限公司上海虹口 区东长治路 | | 1月12日，南模生物大宗交易成交28.1万股，成交额1514.59万元，占当日总成交额的16.87%，成交价53.9元，较市场收盘价47.3元溢价13.95%。 ...

分组1 - China Merchants Bank plans to distribute a cash dividend of approximately 25.548 billion yuan for the first half of 2025, with a per-share dividend of 1.013 yuan (tax included) [1] - Luzhou Laojiao proposes a cash dividend of 13.58 yuan per 10 shares, totaling around 2 billion yuan (tax included) for the mid-2025 profit distribution [3] - Tongfu Microelectronics intends to raise up to 4.4 billion yuan through a private placement to enhance its packaging capacity for storage chips and other emerging applications [2] 分组2 - Xibu Gold announces that its shareholder, Turpan Jinyuan Mining Co., plans to reduce its stake by up to 1% due to funding needs [4] - Jiaoyun Co. is planning a significant asset restructuring by swapping its automotive sales and service assets with the cultural and tourism-related assets of its controlling shareholder [5] - Guo Sheng Technology expects a negative net profit for the fiscal year 2025, leading to a stock resumption after a period of trading suspension [8] 分组3 - North Rare Earth adjusts its first-quarter rare earth concentrate trading price to 26,834 yuan per ton, reflecting a 2.4% increase from the previous quarter [11] - Baotou Steel plans to set the same trading price for rare earth concentrate at 26,834 yuan per ton for the first quarter of 2026, also indicating a 2.4% increase [12] - Wanbangde's subsidiary has been selected for a national major science and technology project for Alzheimer's drug development, which is expected to positively impact its clinical development and long-term business growth [13]

2026 年第一次临时股东会会议资料 公司代码：688265 公司简称：南模生物 上海南方模式生物科技股份有限公司 2026 年第一次临时股东会会议资料 二〇二六年一月 1 2026 年第一次临时股东会会议资料 目 录 | 2026 | 年第一次临时股东会会议须知 3 | | --- | --- | | 2026 | 年第一次临时股东会投票议程 5 | | 议案一 | 关于参与投资策源一期基金暨关联交易的议案 7 | 2 2026 年第一次临时股东会会议资料 上海南方模式生物科技股份有限公司 2026 年第一次临时股东会会议须知 为了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，根据中国证监会《上市公司股东会规则》以及《上海南方模式生 物科技股份有限公司章程》（以下简称"《公司章程》"）《上海南方模式生物 科技股份有限公司股东会议事规则》（以下简称"《股东会议事规则》"）的相 关规定，特制定 2026 年第一次临时股东会会议须知： 一、本公司根据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司股东会规则》《公司章程》及《股东会议事规则》的规定，认真做好召开 股东会的 ...

Group 1 - The company, Shanghai Nanmo Biotechnology Co., Ltd., announced that its wholly-owned subsidiary, Shanghai Dishi Biotechnology Co., Ltd., has signed a contract with the Shanghai Jinshan District Science and Technology Commission to receive a government subsidy of 5.8 million yuan [1] - The government subsidy consists of two parts: 2.9 million yuan related to assets, accounting for 0.15% of the company's total audited assets for the most recent fiscal year, and 2.9 million yuan related to income, which represents 44.65% of the company's audited net profit for the same period [1] - As of the announcement date, the subsidy funds have not yet been received, and the company will account for the subsidy according to the relevant accounting standards upon receipt [1] Group 2 - The company emphasizes that the recognition and classification of the government subsidy will be subject to the final results of the annual audit, and investors are advised to be aware of investment risks [1]