法律意见书 浙江天册律师事务所 关于 上海之江生物科技股份有限公司 2025 年第二次临时股东会的 法律意见书 浙江省杭州市杭大路 1 号黄龙世纪广场 A 座 11 楼 310007 电话：0571-87901111 传真：0571-87901500 法律意见书 浙江天册律师事务所 关于上海之江生物科技股份有限公司 2025 年第二次临时股东会的 法律意见书 编号：TCYJS2025H1845 号 致：上海之江生物科技股份有限公司 浙江天册律师事务所（以下简称"本所"）接受上海之江生物科技股份有限 公司（以下简称"之江生物"或"公司"）的委托，指派本所律师参加公司 2025 年第二次临时股东会，并根据《中华人民共和国证券法》（以下简称"《证券 法》"）、《中华人民共和国公司法》（以下简称"《公司法》"）和《上市公 司股东会规则》（以下简称"《股东会规则》"）等法律、法规和其他有关规范 性文件的要求出具本法律意见书。 在本法律意见书中，本所律师仅对本次股东会召集、召开程序、出席人员的 资格、召集人的资格、表决程序及表决结果的合法有效性发表意见，不对会议所 审议的议案内容和该等议案中所表述的事实或数据的真实性和准 ...

Group 1 - The core point of the news is that Zhijiang Bio has seen a 5% increase in stock price, reaching 23.94 CNY per share, with a total market capitalization of 4.6 billion CNY [1] - Zhijiang Bio, established on April 18, 2005, specializes in the research, production, and sales of molecular diagnostic reagents and equipment, with 86.47% of its revenue coming from nucleic acid testing kits [1] - The company is located in Minhang District, Shanghai, and was listed on January 18, 2021 [1] Group 2 - Among the top circulating shareholders of Zhijiang Bio, Dazhong Fund's Dazhong Jingheng Mixed A (090019) holds 909,200 shares, unchanged from the previous period, representing 0.47% of circulating shares [2] - Dazhong Jingheng Mixed A has achieved a year-to-date return of 46.93%, ranking 1332 out of 8140 in its category [2] - The fund was established on June 15, 2012, and has a current scale of 694 million CNY, with a cumulative return of 393.36% since inception [2]

Core Viewpoint - The trend of share buybacks among A-share listed companies is becoming more normalized, with many companies implementing multiple buyback plans within the year, indicating a strategic approach to maintaining market value [1][2][12]. Group 1: Buyback Plans and Execution - In October, 24 companies announced new buyback plans, with a total proposed buyback amount of approximately 6.65 billion yuan, a 67.55% increase from September's 3.969 billion yuan [2]. - Among the 24 companies, 13 planned to buy back over 100 million yuan, accounting for 54.17% of the total [2]. - Companies like Midea Group led the buyback efforts, with a single-month buyback exceeding 2 billion yuan for two consecutive months [1][7]. Group 2: Notable Companies and Their Strategies - Zhijiang Biology announced a buyback plan of 60 million to 120 million yuan, utilizing both self-funding and special loans, and has already initiated the buyback with a total payment of 2.0881 million yuan [3]. - Nine安医疗 has been actively maintaining its market value through buybacks, having completed five buyback plans since 2021, with a total payment of approximately 2.879 billion yuan [4][5]. - 中远海控 also launched a buyback plan of 749 million to 1.498 billion yuan, despite its stock price exceeding the buyback price limit, demonstrating confidence in its market value [6]. Group 3: Market Performance and Trends - The buyback execution rate was notably high in October, with 50% of the announced plans already initiated [4]. - Companies are increasingly using buybacks as a core method for market value management and shareholder returns, reflecting a more rational and mature approach to capital management [12]. - The overall market performance of companies like Zhijiang Biology has been positive, with a year-to-date increase of over 80% in stock price [3].

Core Viewpoint - Zhijiang Biology (688317) plans to engage in foreign exchange derivative trading to mitigate currency fluctuation risks, with a trading limit of up to $20 million [1] Group 1: Stock Performance - As of November 6, 2025, Zhijiang Biology closed at 22.04 yuan, down 1.34% from the previous trading day, with a total market capitalization of 4.235 billion yuan [1] - The stock opened at 22.34 yuan, reached a high of 22.34 yuan, and a low of 22.02 yuan, with a trading volume of 32.4168 million yuan and a turnover rate of 0.76% [1] Group 2: Business Strategy - The company intends to conduct foreign exchange derivative transactions, including forward contracts, swaps, options, and structured forwards, with qualified domestic large banks as trading counterparts [1] - The trading period is set for 12 months from the date of shareholder meeting approval, and the company will use its own funds without engaging in speculative trading [1] - A management system has been established to outline risk control measures, including limiting trading institutions, enhancing market monitoring, and implementing internal reporting mechanisms [1]

上海之江生物科技股份有限公司 2025 年第二次临时股东会会议资料 证券代码：688317 证券简称：之江生物 | 2025 | 年第二次临时股东会会议须知 3 | | --- | --- | | 2025 | 年第二次临时股东会会议议程 5 | | 2025 | 年第二次临时股东会会议议案 6 | | | 议案一：《关于开展外汇衍生品交易业务的议案》 6 | 2 上海之江生物科技股份有限公司 2025 年第二次临时股东会会议资料 2025 年 11 月 1 上海之江生物科技股份有限公司 2025 年第二次临时股东会会议资料 上海之江生物科技股份有限公司 2025 年第二次临时股东会会议资料目录 上海之江生物科技股份有限公司 2025 年第二次临时股东会会议资料 上海之江生物科技股份有限公司 2025 年第二次临时股东会会议须知 二、为保证本次股东会的严肃性和正常秩序，切实维护股东的合法权益，请 出席股东会的股东或其代理人或其他出席者在会议召开前半小时到达会场签到 确认参会资格。 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，保证大 会的顺利进行，根据《中华人民共和国公司法》《中华人民共和国证券 ...

Core Points - Shanghai Zhijiang Biological Technology Co., Ltd. has recently obtained a Class III medical device registration certificate for one of its products, enhancing its product offerings and overall competitiveness in the market [1] Group 1: Medical Device Registration - The company has received a registration certificate for a product that utilizes mature fluorescence PCR technology and lyophilization processes, aimed at providing a precise and convenient testing tool for clinical use [1] Group 2: Impact on the Company - The approval of the new product enriches the company's existing product range and strengthens its comprehensive competitiveness in the industry [1] Group 3: Share Buyback Announcement - On October 15, 2025, the company approved a share buyback plan, intending to repurchase shares using its own funds and a special loan for stock buybacks, with a total amount between RMB 60 million and RMB 120 million [7] - The buyback price is set at a maximum of RMB 37.99 per share, with a buyback period of 12 months from the board's approval date [7] - As of October 31, 2025, the company had not yet implemented the share buyback, but on November 3, 2025, it repurchased 92,000 shares at a total cost of RMB 2.0881 million, representing 0.05% of the total share capital [8]

Core Points - Zhijiang Biology announced that as of October 31, 2025, the company has not yet implemented any share buybacks [1] Company Summary - The announcement indicates that Zhijiang Biology is currently not engaging in share repurchase activities, which may reflect its strategic focus or financial position [1]

Core Viewpoint - Zhijiang Biotech (688317.SH) has recently obtained a Class III medical device registration certificate for its product, the novel coronavirus 2019-nCoV nucleic acid test kit (fluorescent PCR method) [1] Group 1 - The product is specifically designed for the detection of the novel coronavirus [1] - The registration certificate indicates compliance with national medical device regulations, enhancing the company's product portfolio [1] - This development may position the company favorably in the healthcare market, particularly in the context of ongoing pandemic responses [1]

Core Viewpoint - Zhijiang Biology (688317.SH) announced its first share buyback on November 3, 2025, through the Shanghai Stock Exchange, indicating a strategic move to enhance shareholder value [1] Summary by Categories Share Buyback Details - The company repurchased 92,000 shares, which represents 0.05% of its total share capital of 192 million shares [1] - The highest price for the repurchased shares was 22.86 CNY per share, while the lowest price was 22.56 CNY per share [1] - The total amount spent on the buyback was 2.0881 million CNY, excluding transaction fees such as stamp duty and commissions [1]

Core Viewpoint - Zhijiang Biotech (688317.SH) has recently obtained a Class III medical device registration certificate for its product, the novel coronavirus 2019-nCoV nucleic acid detection kit (fluorescent PCR method) [1] Group 1 - The product is specifically designed for the detection of the novel coronavirus [1] - The registration certificate indicates compliance with national medical device regulations, enhancing the company's product portfolio [1]