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 年第二次临时股东会的法律意见 京天股字（2025）第 345 号 致：北京阳光诺和药物研究股份有限公司 北京阳光诺和药物研究股份有限公司（以下简称公司）2025 年第二次临时股 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 5 月 28 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。 本所律师认为，本次股东会的召集、召开程序符合法律、行政法规、《股东会 规则》和《公司章程》的规定。 二、 出席本次股东会的人员资格、召集人资格 （一）出席本 ...

证券代码：688621 证券简称：阳光诺和 公告编号：2025-048 北京阳光诺和药物研究股份有限公司 2025年第二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。 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） 股东会召开的时间：2025 年 05 月 28 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 | 61 | | --- | --- | | 普通股股东人数 | 61 | | 2、出席会议的股东所持有的表决权数量 | 40,188,264 | | 普通股股东所持有表决权数量 | 40,188,264 | | 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 | 36.7761 | | 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（%） | 36.77 ...

Core Insights - The CRO (Contract Research Organization) and CDMO (Contract Development and Manufacturing Organization) sectors are crucial in advancing innovative drugs from laboratory to clinical application and large-scale production, with Chinese companies gaining significant market share due to enhanced technical capabilities and cost advantages [1][2]. Group 1: Strategic Opportunities in CXO - The CXO sector in China has experienced rapid growth over the past decade, evolving through four development stages, with a significant acceleration post-2015 due to increased demand for innovative drug development and the transfer of overseas industrial chains [2][3]. - The COVID-19 pandemic in 2020 catalyzed the upgrade of China's CXO industry, leading to a surge in participation in the global innovative drug supply chain [3]. Group 2: Growing Demand for Outsourcing in the Pharmaceutical Industry - The number of new drug registration clinical trials in China has been increasing annually, with a compound annual growth rate (CAGR) of 15% from 2019 to 2024, rising from 2,385 trials in 2019 to 4,884 in 2024 [4]. - The number of first-class new drugs listed in China has grown from 18 in 2020 to 49 in 2024, reflecting a CAGR of 28.4%, indicating a sustained upward trend in innovation capabilities [6]. Group 3: MAH System and Business Opportunities - The implementation of the MAH (Marketing Authorization Holder) system has separated drug production and marketing licenses, significantly boosting the CDMO market, with the number of B certificate enterprises increasing from 140 in 2021 to 1,349 by the end of 2024, a growth rate of 23% [10]. Group 4: Market Growth Rates - China's CRO market is projected to grow at a CAGR of 20.4%, increasing from 388 billion RMB in 2018 to 1,183 billion RMB in 2024, with expectations to reach 1,923 billion RMB by 2027 [12][14]. - The CDMO market in China is expected to grow at a CAGR of 37.8%, from 132 billion RMB in 2017 to 1,246 billion RMB in 2024, with projections to reach 3,559 billion RMB by 2030 [16][18]. Group 5: Rankings of CRO and CDMO Companies - The 2024 rankings of Chinese CRO companies include top-tier firms such as WuXi Biologics, Kanglong Chemical, and Tigermed, while the second tier features companies like Yino Science and Kingsray Biotech [22]. - The leading CDMO companies in 2024 include WuXi AppTec, Kelun Pharmaceutical, and WuXi Biologics, with a second tier comprising companies like Notch Biotech and Haier Pharmaceutical [24]. Group 6: Conclusion - Chinese CRO and CDMO companies have established comprehensive service capabilities across the pharmaceutical industry chain, transitioning from "Chinese service providers" to "global innovation partners," with a focus on technological innovation and compliance [26][27].

Group 1 - The core viewpoint is that the innovative drug sector is experiencing a significant recovery in stock prices, attracting attention from brokers for research and investment opportunities [2] - The Tianhong Innovative Drug ETF (517380) has seen a net inflow of 3.6 million yuan, with a current scale of 389 million yuan as of May 26 [1] - The Tianhong ETF is the only product that comprehensively covers the innovative drug sector across A-shares and Hong Kong stocks, with a focus on the "Hengsheng Huasheng Hong Kong Innovative Drug Selected 50" index [1] Group 2 - The innovative drug industry is entering a new cycle of value reassessment due to a combination of policy, industry, and performance factors [2] - Longjiang Securities suggests that the previous valuation methods used during the bear market may no longer be applicable, indicating a need for a re-evaluation of the valuation system for innovative drug companies [2] - There has been significant interest from brokers, with nearly 60 companies in the pharmaceutical and biotechnology sector being researched this month, highlighting the sector's attractiveness [2]

Core Viewpoint - Sunshine Nuohuo has announced a significant asset restructuring plan to acquire 100% equity of Jiangsu Langyan Life Science Technology Co., Ltd, aiming to enhance its capabilities in the pharmaceutical industry through resource integration and strengthen its full-chain layout for sustainable development [1][2]. Group 1: Acquisition Details - The acquisition will be executed through the issuance of shares and convertible bonds, focusing on integrating high-difficulty generic drug and innovative drug research, production, and sales [1]. - Langyan Life is a comprehensive pharmaceutical enterprise with established production capacity and channel resources in high-end chemical drugs and raw materials, covering critical clinical areas such as cardiovascular and anti-infection [1]. Group 2: Strategic Synergy - The collaboration between Sunshine Nuohuo's R&D strengths and Langyan Life's production capabilities is expected to create a synergistic effect, accelerating the technological upgrade of existing production capacity and providing a conversion platform for self-researched pipelines [2]. - Sunshine Nuohuo's innovative drug projects can quickly transition from laboratory to market using Langyan Life's production lines, while Langyan Life's mature products can benefit from Sunshine Nuohuo's R&D resources for process optimization and new indication development [2]. Group 3: Industry Context - The acquisition is positioned as a response to increasing policy changes in the pharmaceutical industry, which have heightened the need for industry chain division and integration [2]. - By pursuing vertical integration, Sunshine Nuohuo aims to enhance cost control across R&D, production, and sales, reducing reliance on external capacity and improving risk resilience amid the normalization of centralized procurement [2]. Group 4: Strategic Upgrade - This acquisition is a key move in Sunshine Nuohuo's strategic upgrade, reinforcing its "CRO + innovative R&D + pharmaceutical industry" layout, maintaining the professionalism of R&D services while enhancing the effectiveness of industrial transformation [3]. - The ongoing integration is expected to become a crucial support for optimizing the company's revenue structure [3].

Core Viewpoint - The article highlights the increasing focus of brokerage firms on various sectors, particularly electronics, pharmaceuticals, non-ferrous metals, and defense industries, with significant changes in stock ratings and research activities since May. Group 1: Brokerage Research Focus - Brokerage firms have conducted research on over 670 listed companies since May, with high attention on sectors like electronics, pharmaceuticals, and non-ferrous metals, as well as a notable rise in interest in the defense industry [1][5][7]. - The electronics sector has seen over 90 companies researched, with firms like Anji Technology and Huanxun Technology receiving attention from more than 25 brokerages [4][5]. - The pharmaceutical sector has also gained traction, with nearly 60 companies being researched, including Huadong Medicine and Sunlight Nuohe, which are focusing on innovative drug pipelines [5][6]. Group 2: Stock Rating Adjustments - Since May, nearly 50 stocks have had their ratings changed, with 17 stocks being upgraded, such as Sifang Co. and Weicai Technology, indicating a positive outlook on their business developments [2][10]. - Conversely, over 30 stocks have seen downgrades, including Wentai Technology and Tongwei Co., due to concerns over profitability and market conditions affecting their respective sectors [2][11]. - The adjustments in ratings reflect a dynamic response to market conditions and company performance, with analysts actively reassessing their forecasts [10][11].

Group 1 - The cell immunotherapy concept index rose by 1.35%, ranking third among concept sectors, with 35 stocks increasing in value, including Seer Medical which hit the daily limit, and Sunshine Nuohuo, Shutai Shen, and Betta Pharmaceuticals showing significant gains of 12.55%, 11.77%, and 8.35% respectively [1] - The concept sector saw a net inflow of 246 million yuan, with 29 stocks receiving net inflows, and 5 stocks attracting over 50 million yuan in net inflows, led by Huahai Pharmaceutical with a net inflow of 143 million yuan [1] - The top stocks by net inflow included Seer Medical, Huadong Medicine, and Saifutian, with net inflows of 126 million yuan, 106 million yuan, and 74 million yuan respectively [1] Group 2 - The leading stocks by net inflow ratio were Saifutian, Seer Medical, and Hai Xin Co., with net inflow ratios of 20.66%, 18.75%, and 15.23% respectively [2] - Huahai Pharmaceutical had a daily increase of 7.45% with a turnover rate of 7.28%, while Seer Medical increased by 10.04% with a turnover rate of 30.03% [2] - Other notable stocks included Betta Pharmaceuticals with an 8.35% increase and a turnover rate of 5.70%, and Rongchang Bio with a 2.08% increase and a turnover rate of 4.97% [2] Group 3 - Stocks with significant declines included Yaoji Technology, Hainan Hai Pharmaceutical, and Nearshore Protein, which fell by 4.24%, 3.62%, and 3.19% respectively [1] - The overall performance of the cell immunotherapy sector reflects a positive trend, with a majority of stocks experiencing gains, indicating investor confidence in this area [1][2] - The data suggests a strong interest from institutional investors in the cell immunotherapy sector, as evidenced by the substantial net inflows into key stocks [1][2]

Core Viewpoint - The innovative pharmaceutical concept stocks are experiencing significant growth, with notable companies reaching historical highs [1] Group 1: Stock Performance - Xinlitai and Kelun Pharmaceutical both achieved historical highs in stock prices [1] - Yangguang Nuohe is approaching a 20% daily limit increase [1] - Zhongsheng Pharmaceutical previously hit a daily limit increase [1] - Haichen Pharmaceutical, Beida Pharmaceutical, and Hongbo Pharmaceutical saw stock prices rise over 10% [1] - Shutaishen, Haixiang Pharmaceutical, Tigermed, and Huahai Pharmaceutical experienced stock price increases of over 5% [1]

证券代码：688621 证券简称：阳光诺和 公告编号：2025-046 北京阳光诺和药物研究股份有限公司 董事会薪酬与考核委员会 关于公司 2025 年限制性股票激励计划激励对象名单 的核查意见及公示情况说明 截至公示期满，公司董事会薪酬与考核委员会未收到任何员工对本次拟激励 对象提出的任何异议。 （二）核查方式 公司董事会薪酬与考核委员会核查了本次拟激励对象的名单、身份证件、拟 激励对象与公司（含子公司及孙公司）签订的劳动合同、拟激励对象在公司担任 的职务等文件。 二、董事会薪酬与考核委员会核查意见 公司董事会薪酬与考核委员会根据《管理办法》《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》"）、《激励计划（草案）》的相 关规定，对公司《激励对象名单》进行了核查，并发表核查意见如下： 民共和国公司法》（以下简称"《公司法》"）《中华人民共和国证券法》等法 律、法规和规范性文件规定的任职资格，符合《管理办法》等规定的激励对象条 件，符合公司《激励计划（草案）》及其摘要规定的激励对象范围。 级管理人员、核心技术人员及董事会认为需要激励的其他人员，其中包含 1 名外 籍激励对象。 本公司董事会及全 ...

Core Points - The company is holding its second extraordinary general meeting of shareholders in 2025 to discuss various proposals, including a restrictive stock incentive plan [2][9] - The proposed incentive plan aims to attract and retain talent, aligning the interests of shareholders, the company, and employees [9][10] - The plan includes the issuance of 2.721783 million restricted stocks, representing 2.43% of the company's total share capital [12][16] Proposal Summaries - **Proposal 1**: The company proposes a restrictive stock incentive plan draft to enhance its long-term incentive mechanism [9][10] - **Proposal 2**: The implementation assessment management measures for the restrictive stock incentive plan are to be discussed [2] - **Proposal 3**: The board is seeking authorization to manage the implementation of the restrictive stock incentive plan [2] - **Proposal 4**: The meeting will address the completion and changes in the use of raised funds for investment projects [2] Meeting Procedures - Shareholders and their representatives must sign in 30 minutes before the meeting and present identification [3][4] - The meeting will follow a structured agenda, including the announcement of attendees and their voting rights [8][9] - Voting will be conducted both on-site and online, with results published after the meeting [6][8] Stock Incentive Plan Details - The plan will grant 2.721783 million restricted stocks, with 2.177428 million stocks for initial grants and 0.544355 million stocks reserved [12][16] - The grant price for the restricted stocks is set at 22.78 yuan per share [20][22] - The plan includes specific performance targets for the years 2025 and 2026, focusing on revenue growth and clinical trial milestones [24][25]