证券代码：688621 证券简称：阳光诺和 公告编号：2025-076 北京阳光诺和药物研究股份有限公司 2025年第三次临时股东会决议公告 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。 （一） 股东会召开的时间：2025 年 9 月 15 日 （二） 股东会召开的地点：北京市昌平区科技园区双营西路 79 号院 29 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 | 52 | | --- | --- | | 普通股股东人数 | 52 | | 2、出席会议的股东所持有的表决权数量 | 39,134,193 | | 普通股股东所持有表决权数量 | 39,134,193 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 35.8115 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 35.8115 | （四） 表决方式是否符合《公司法》及公司章程的规定，股东会主持情 ...

北京市天元律师事务所 关于北京阳光诺和药物研究股份有限公司 2025 年第三次临时股东会的法律意见 北京阳光诺和药物研究股份有限公司（以下简称公司）2025 年第三次临时股 东会（以下简称本次股东会）采取现场投票与网络投票相结合的方式，现场会议于 2025 年 9 月 15 日 14:30 在北京市昌平区科技园区双营西路 79 号院 29 号楼公司会 议室召开。北京市天元律师事务所（以下简称本所）接受公司聘任，指派本所律师 参加本次股东会会议并对本次股东会进行见证，并根据《中华人民共和国公司法》 《中华人民共和国证券法》（以下简称《证券法》）《上市公司股东会规则》（以 下简称《股东会规则》）以及《北京阳光诺和药物研究股份有限公司章程》（以下 简称《公司章程》）等有关规定，就本次股东会的召集、召开程序、出席现场会议 人员的资格、召集人资格、会议表决程序及表决结果等事项出具本法律意见。 为出具本法律意见，本所律师审查了《北京阳光诺和药物研究股份有限公司第 二届董事会第二十二次会议决议公告》《北京阳光诺和药物研究股份有限公司关于 召开 2025 年第三次临时股东会的通知》（以下简称《召开股东会通知》）以及本 所律师 ...

Core Viewpoint - A proposed executive order from the Trump administration is causing significant turmoil in the biopharmaceutical market, with major declines in stock prices for several companies [1][6]. Market Reaction - In the A-share market, companies such as Nossger, Huyou Pharmaceutical, and Tigermed saw declines exceeding 5%, with others like Yaoshi Technology and WuXi AppTec also following suit [1][2]. - The Hong Kong market's innovative drug concept index initially dropped over 7%, later narrowing to a 4.39% decline by midday [2]. Proposed Policy Impact - The New York Times reported that the proposed policy would require the FDA to conduct stricter reviews of clinical trial data from China, with companies submitting such data facing higher regulatory fees [3]. - If implemented, these restrictions could disrupt the U.S. pharmaceutical industry and affect the supply of all types of drugs, from generics to advanced therapies [6]. Industry Concerns - Analysts express that this "black swan" event could lead to a global supply chain restructuring, similar to the trade war during Trump's first term [7]. - The potential for drug shortages and rising prices in the U.S. market is a significant concern, particularly for generic drugs [7]. Investment Sentiment - Investor sentiment is divided, with some viewing the situation as a short-term emotional shock, while others worry that the end of the U.S. market could signal the end of the Chinese innovative drug bull market [9]. - Historical data suggests that after similar events, the pharmaceutical sector typically experiences a rebound within 2-4 weeks, with potential gains of 15%-20% [9].

Company Overview - Sunshine Nuohua Pharmaceutical Research Co., Ltd. is located in Changping District, Beijing, and was established on March 9, 2009. The company went public on June 21, 2021. Its main business involves the development of generic drugs, consistency evaluation, and innovative drug development, providing comprehensive R&D services including pharmaceutical research, clinical trials, and bioanalysis [1]. Financial Performance - As of September 9, Sunshine Nuohua's stock price increased by 5.05%, reaching 83.49 CNY per share, with a trading volume of 77.2037 million CNY and a turnover rate of 0.85%. The total market capitalization stands at 9.351 billion CNY [1]. Fund Holdings - Tianhong Fund has a significant position in Sunshine Nuohua, with its Tianhong Healthcare A Fund (001558) holding 879,000 shares, accounting for 8.73% of the fund's net value, making it the third-largest holding. The estimated floating profit from this position is approximately 3.5248 million CNY [2]. Fund Manager Performance - The fund manager of Tianhong Healthcare A is Lü Qiao, who has been in the position for 251 days. The total asset size of the fund is 502 million CNY, with the best fund return during the tenure being 49.91% and the worst being 49.5% [3].

Group 1 - The CRO (Contract Research Organization) concept stocks in the A-share market have shown strong performance, with notable gains in several companies [1] - Zhaoyan New Drug approached the daily limit increase with a rise of 9.12%, while other companies like Kailaiying, Nossger, and Kanglong Chemical also saw increases exceeding 5% [1][2] - The total market capitalization of Zhaoyan New Drug is 25.3 billion, and it has achieved a year-to-date increase of 103.06% [2] Group 2 - Kailaiying's stock rose by 5.48%, with a total market capitalization of 38.7 billion and a year-to-date increase of 42.84% [2] - Nossger and Kanglong Chemical experienced increases of 5.44% and 5.19%, respectively, with market capitalizations of 5.631 billion and 55.5 billion [2] - Other companies such as Sunshine Nuohuo and Boteng also reported gains of over 5%, with year-to-date increases of 109.05% and 64.55% respectively [2]

Core Viewpoint - The company reported a revenue of 590 million yuan for the first half of 2025, reflecting a year-on-year growth of 4.87%, while the net profit attributable to shareholders decreased by 12.61% to 130 million yuan [1] Financial Performance - The company achieved a revenue of 359 million yuan in Q2 2025, representing a year-on-year increase of 15.73%, with a net profit attributable to shareholders of 100 million yuan, up by 32.23% [1] - For the first half of 2025, the clinical CRO revenue was 279 million yuan, showing a significant year-on-year growth of 29.05%, while the pharmaceutical research revenue decreased by 40.80% to 203 million yuan [2] - The overall gross margin for H1 2025 was 51.63%, a decrease of 4.36 percentage points, but slightly improved by 1.45 percentage points compared to the end of 2024 [2] Business Segments - The clinical service gross margin was 35.82%, down by 2.37 percentage points, while the pharmaceutical research gross margin was 47.72%, down by 19.06 percentage points [2] - The company expects stable overall gross margins due to steady clinical margins and contributions from high-margin projects resulting from strategic improvements and self-research outcomes [2] Innovation and Pipeline - The company emphasizes its innovative drug layout, with over 20 types of proprietary Class 1 new drugs in the pipeline as of H1 2025 [3] - Several pipelines are progressing well in clinical stages, including ST007 for postoperative pain and ST008 for advanced solid tumors, with ongoing clinical trials [3] Future Outlook - Revenue projections for 2025-2027 are 1.253 billion, 1.442 billion, and 1.656 billion yuan, with year-on-year growth rates of 16.20%, 15.07%, and 14.84% respectively [3] - Net profit forecasts for the same period are 230 million, 272 million, and 320 million yuan, with growth rates of 29.66%, 18.34%, and 17.53% respectively [3]

Group 1: Macro Economic Insights - The recent appreciation of the RMB against the USD may be seen as a "catch-up" due to a weaker dollar environment, with the RMB appreciating by approximately 2.3% compared to a 10% depreciation of the dollar index in the first eight months of 2025 [5][6][7] - The domestic equity market's recovery and dovish signals from the Federal Reserve are key triggers for the recent rise in the RMB exchange rate, despite weaker manufacturing PMI data [6][8] - The RMB is expected to continue appreciating, but short-term fluctuations may occur due to uncertainties in global economic policies, particularly in Japan [8][9] Group 2: ETF Market Dynamics - Since June, non-broad-based ETFs have seen rapid growth, with net inflows reaching 227.9 billion RMB, indicating a shift in retail investor preferences towards ETFs [11][12] - Broad-based ETFs have experienced significant net redemptions, suggesting that while overall ETF inflows may appear modest, retail funds are actively entering the market through non-broad-based ETFs [12][13] - The current bull market is characterized by a shift from actively managed funds to ETFs, driven by factors such as product variety, cost efficiency, and ease of access [13][14] Group 3: Power Equipment and New Energy Sector - The photovoltaic industry is facing severe overcapacity, with nominal production capacity exceeding 1200 GW, leading to significant price declines across the supply chain [18][19] - Recent government initiatives aim to curb internal competition and stabilize the market, with signs of price recovery in the polysilicon segment [19][20] - Despite ongoing losses in the main supply chain, specialized companies are performing better than integrated firms, indicating a potential for recovery as supply-demand dynamics improve [20][21] Group 4: Chemical Industry Performance - The chemical raw materials and products manufacturing sector reported a revenue of 4.46359 trillion RMB in H1 2025, a year-on-year increase of 1.4%, but profits fell by 9% to 181.46 billion RMB [23][24] - The basic chemical industry achieved a revenue of 1.1707 trillion RMB in H1 2025, with a profit of 73.17 billion RMB, reflecting a 3.5% revenue increase year-on-year [24][25] - The petrochemical sector, excluding major state-owned enterprises, saw a revenue decline of 7.3% in H1 2025, indicating challenges in profitability [25][26] Group 5: Pharmaceutical Sector Developments - Sunshine Nuohuo (688621.SH) reported a revenue of 590 million RMB in H1 2025, a 4.87% increase, with a significant Q2 performance showing a 15.73% year-on-year growth [28][29] - The company is advancing its innovative drug pipeline, with multiple projects in clinical trials, indicating a strong growth trajectory [29][30] - Haofan Bio (301393.SZ) achieved a revenue of 270 million RMB in H1 2025, reflecting a 20.10% increase, driven by strong demand for GLP-1 drugs [32][33] Group 6: Food and Beverage Sector Insights - Shanxi Fenjiu (600809.SH) reported a revenue of 23.96 billion RMB in H1 2025, a 5.4% increase, but faced pressure on profit margins due to changing consumer preferences [40][41] - Wuliangye (000858.SZ) achieved a revenue of 52.77 billion RMB in H1 2025, a 4.2% increase, but is navigating challenges in maintaining price stability amid competitive pressures [45][46]

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company has shown rapid growth in clinical business and possesses a rich reserve of innovative assets [1] - In H1 2025, the company achieved operating revenue of 590 million yuan, a year-on-year increase of 4.87%, while the net profit attributable to the parent company was 130 million yuan, a year-on-year decrease of 12.61% [4][5] - The second quarter of 2025 saw revenue of 359 million yuan, a year-on-year increase of 15.73%, and a net profit of 101 million yuan, a year-on-year increase of 32.23% [4] Summary by Sections Clinical Business and R&D - The company has invested continuously in R&D, with over twenty types of proprietary Class 1 new drugs in the pipeline, covering various important therapeutic areas [5][6] - Key projects include: 1. STC007 injection for postoperative pain and chronic kidney disease-related itching, with ongoing clinical trials [5] 2. STC008 injection targeting cachexia in advanced solid tumors, with all healthy subjects recruited for Phase Ia trials [5] 3. ZM001 injection, a CAR-T cell therapy for moderate to severe SLE, currently in Phase I trials [5] 4. IC19, a universal CAR-T targeting CD19, in the IIT stage [6] Financial Performance - In H1 2025, the company’s pharmaceutical research revenue was 203 million yuan (down 40.80%), while clinical trials and bioanalysis revenue was 279 million yuan (up 29.05%) [7] - The company expects revenue for 2025-2027 to be 1.306 billion, 1.587 billion, and 1.841 billion yuan, respectively, with year-on-year growth rates of 21.1%, 21.5%, and 16.0% [8] - The net profit attributable to the parent company is projected to be 236 million, 307 million, and 345 million yuan for the same period, with growth rates of 32.8%, 30.3%, and 12.4% [8] Market Position and Future Outlook - The company is expected to continue increasing the number of proprietary products approved for market, which will enhance revenue post-R&D phase [7] - The company maintains a strong focus on innovation and expanding its clinical business, which is expected to contribute significantly to future growth [5][7]

Group 1: Yangguang Nuohuo - Yangguang Nuohuo's equity sharing project is expected to achieve operating revenue of 7.3371 million yuan by the first half of 2025, representing a year-on-year growth of 119.73% [1] - The company anticipates annual approval of new equity varieties for market launch [1] - Clinical business revenue is projected to reach 279 million yuan in the first half of 2025, a year-on-year increase of 29%, accounting for nearly 50% of total revenue [1] - The company has established a small nucleic acid drug delivery system platform with over 10 research pipelines targeting conditions such as hypertension, fat reduction, and Alzheimer's disease [1] Group 2: Lens Technology - Lens Technology (H-share: 06613) was listed on July 9, 2025, and has engaged in joint R&D with leading companies in the 3D printing industry, with some products expected to achieve mass production next year [2] - The wholly-owned subsidiary, Hunan Lens New Energy Co., Ltd., has a registered capital of 1 billion yuan and focuses on photovoltaic glass products, photovoltaic equipment and components, and photovoltaic power generation projects [2] Group 3: Chengsheng Investment - Chengsheng Investment Management Co., Ltd. was established in November 2004 and is a member of the China Securities Investment Fund Industry Association, having received multiple awards in the private equity sector [2] - The company emphasizes in-depth fundamental research and strict risk control, maintaining a stable investment style while achieving continuous growth in management scale [2]

Group 1: Company Highlights - Changchun High New has made breakthrough progress in using AI large models to design highly alkaline single-domain antibodies, successfully completing the development of a protein product that has entered 5000-liter scale production [1] - Zhongchuang Zhiling's subsidiary Zhengmeiji Shuyun Intelligent Technology has invested heavily in building a robotic welding laboratory, promoting the transition of welding technology from manual to intelligent [2] - BoRui Pharmaceutical has submitted IND applications for BGM0504 and BGM1812 for weight loss indications in both the US and China, with BGM0504 entering Phase I clinical trials approved by the FDA [3] - Xingqi Eye Medicine's SQ-22031 eye drops, an innovative drug for treating neurotrophic keratitis and dry eye syndrome, have completed Phase I clinical trials [4] - Sunshine Nuohe reported a revenue of 7.3371 million yuan from equity-sharing projects, a year-on-year increase of 119.73%, with clinical business revenue reaching 279 million yuan, a 29% increase year-on-year [5] Group 2: Investment Management Overview - Shanghai Danyi Investment Management Partnership, established in April 2015, has a paid-in capital of 10 million yuan and is registered with the Asset Management Association of China [5] - The core executives of the company have over ten years of investment research experience, having previously worked as investment managers or chief researchers at prominent institutions [5]