北京市中伦（上海）律师事务所 关于苏州纳微科技股份有限公司 2025 年第一次临时股东大会 法律意见书 二〇二五年十一月 北京 • 上海 • 深圳 • 广州 • 武汉 • 成都 • 重庆 • 青岛 • 杭州 • 南京 • 海口 • 东京 • 香港 • 伦敦 • 纽约 • 洛杉矶 • 旧金山 • 阿拉木图 Beijing • Shanghai • Shenzhen • Guangzhou • Wuhan • Chengdu • Chongqing • Qingdao • Hangzhou • Nanjing • Haikou • Tokyo • Hong Kong • London • New York • Los Angeles • San Francisco • Almaty 法律意见书 北京市中伦（上海）律师事务所 关于苏州纳微科技股份有限公司 2025 年第一次临时股东大会 法律意见书 致苏州纳微科技股份有限公司： 北京市中伦（上海）律师事务所（以下简称"本所"）作为苏州纳微科技股 份有限公司（以下简称"公司"）的法律顾问，受公司委托，指派律师出席公司 2025 年第一次临时股东大会（以下简称"本次股东 ...

Group 1 - The core business of Nanwei Technology involves the research, large-scale production, sales, and application services of high-performance nano microsphere materials, serving clients in biomedicine, flat panel displays, analytical testing, and in vitro diagnostics [2] - As of September 30, 2025, Nanwei Technology achieved operating revenue of 671 million yuan, representing a year-on-year growth of 22.01%, and a net profit attributable to shareholders of 108 million yuan, with a significant year-on-year increase of 156.56% [2] - The company has distributed a total of 115 million yuan in dividends since its A-share listing, with 86.84 million yuan distributed over the past three years [3] Group 2 - On November 14, Nanwei Technology's stock price fell by 1.02%, with a trading volume of 142 million yuan [1] - The financing buy-in amount for Nanwei Technology on November 14 was 22.54 million yuan, while the financing repayment was 21.62 million yuan, resulting in a net financing buy-in of 918,600 yuan [1] - The total balance of margin trading for Nanwei Technology as of November 14 was 363 million yuan, with the financing balance accounting for 2.98% of the circulating market value, indicating a high level compared to the past year [1]

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、 股东大会有关情况 证券代码：688690 证券简称：纳微科技 公告编号：2025-038 苏州纳微科技股份有限公司 关于2025年第一次临时股东大会 取消部分议案的公告 近日，公司在对候选人关联关系进行补充核查时发现，按照公司相关管理制 1、 股东大会的类型和届次： 2025年第一次临时股东大会 2、 股东大会召开日期：2025 年 11 月 17 日 3、 股东大会股权登记日： | 股份类别 | 股票代码 | 股票简称 | 股权登记日 | | --- | --- | --- | --- | | A 股 | 688690 | 纳微科技 | 2025/11/11 | 二、 取消议案的情况说明 1、 取消议案名称 | 序号 | 议案名称 | | --- | --- | | 3 | 关于补选董事的议案 | 2、 取消议案原因 公司于 2025 年 10 月 27 日召开第三届董事会第九次会议，审议通过《关于 补选董事的议案》，同意提名刘军博士为公司第三届董事会董事候选人。 度， ...

苏州纳微科技股份有限公司 2025 年第一次临时股东大会会议资料 证券代码：688690 证券简称：纳微科技 苏州纳微科技股份有限公司 2025年第一次临时股东大会 会议资料 二〇二五年十一月 1 苏州纳微科技股份有限公司 2025 年第一次临时股东大会会议资料 会议资料目录 | 2025 | 年第一次临时股东大会会议须知 3 | | | --- | --- | --- | | 2025 | 年第一次临时股东大会会议议程 5 | | | | 一、会议时间、地点及投票方式 | 5 | | | 二、会议议程 | 5 | | 2025 | 年第一次临时股东大会会议议案 7 | | | | 议案一：关于取消监事会、修订《公司章程》并办理工商变更登记的议案 | 7 | | | 议案二：关于修订部分公司治理制度的议案 | 8 | | | 议案三：关于调整部分董事 2025 年度薪酬方案的议案 | 9 | 七、主持人可安排公司董事、监事、高级管理人员回答股东（或股东代理人）所提问 题。对于可能将泄露公司商业秘密及/或内幕信息，损害公司、股东共同利益的提问，主持 人或其指定的有关人员有权拒绝回答。 2 苏州纳微科技股份有限公 ...

Investment Rating - The report maintains a positive outlook on the pharmaceutical sector, particularly recommending a focus on innovative drugs and sectors with improving performance such as medical devices and CXO [1][10]. Core Insights - The pharmaceutical sector in Q3 2025 showed signs of recovery with a year-on-year revenue growth of 0.6% in Q3, marking the first positive growth in four quarters [1][10]. - Innovative drugs demonstrated a remarkable revenue growth of 36% in Q3 2025, with a turnaround in net profit from a loss of 500 million to a profit of 1.5 billion [10]. - The CXO sector also showed strong performance with a revenue growth of 10.9% and a net profit increase of 47.7% year-on-year, indicating a trend reversal [10]. Summary by Sections Q3 2025 Performance - The A-share pharmaceutical sector, excluding certain companies, achieved total revenue of 1,806.4 billion with a year-on-year decline of 1.9% and a net profit of 139.2 billion, down 5.1% year-on-year [2][11]. - In Q3 2025, total revenue reached 600.4 billion, reflecting a year-on-year increase of 0.6% but a quarter-on-quarter decrease of 0.4% [2][11]. Profitability and Margins - The gross profit for the pharmaceutical sector in Q3 2025 was 189.1 billion, with a gross margin of 31.5%, slightly down from the previous year [5][8]. - The overall net profit margin for Q3 2025 was 6.8%, showing a slight decline compared to the previous year [8]. Cash Flow - The sector reported a net cash inflow from operating activities of 59.1 billion in Q3 2025, representing a year-on-year growth of 17.9% [7][13]. Subsector Performance - The innovative drug sector's revenue growth of 36% and the CXO sector's revenue growth of 10.9% highlight the strong recovery and growth potential within these subsectors [10][11]. - The report emphasizes the importance of focusing on companies such as 恒瑞医药, 长春高新, and 药明康德, which are expected to perform well in the current market environment [1][10].

Core Viewpoint - The performance of the Zhongzheng 1000 ETF Enhanced (561280) shows a positive trend with a year-to-date return of 52.00% since its establishment on August 31, 2023, indicating strong market interest and potential investment opportunities [1] Group 1: Fund Performance - The Zhongzheng 1000 ETF Enhanced opened at 1.514 yuan, reflecting a 0.46% increase [1] - The fund's performance benchmark is the Zhongzheng 1000 Index return [1] - The fund manager is Industrial Bank of China Credit Fund Management Co., Ltd., with Liu Zihao as the fund manager [1] Group 2: Stock Performance - Key stocks in the fund include: - Boqian New Materials: down 0.17% - Haoyuan Pharmaceutical: up 0.36% - Yingjixin: down 0.31% - Caixun Co.: down 0.28% - Jinma Amusement: up 0.13% - Panjiang Co.: down 0.38% - Jindawei: up 0.20% - Yiyuan Communication: up 0.02% - Minxin Co.: down 5.44% - Nami Technology: down 0.06% [1] Group 3: Recent Returns - The fund has achieved a return of 1.93% over the past month [1]

Investment Rating - The report maintains an investment rating of "Outperform the Market - A" for the life sciences upstream sector [6]. Core Insights - The life sciences upstream sector is experiencing simultaneous domestic substitution and accelerated international expansion, with significant room for improvement in the localization rates of research reagents, consumables, and high-end scientific instruments [1][22]. - The demand side is improving due to favorable trends in innovative drug development and supportive national policies, with domestic innovative drug companies' overseas business development (BD) transactions expected to exceed $100 billion in 2025, nearly doubling from 2024 [2][25]. - The supply side is also gradually improving, with domestic life sciences companies achieving technological breakthroughs and expanding their business pipelines through both organic growth and acquisitions [2][29]. - Key companies are showing signs of performance improvement, with notable growth in revenue and net profit for firms like Baipusais and Aopumai [2][34]. Summary by Sections 1. Life Sciences Upstream Overview - The life sciences upstream includes research reagents, experimental consumables, instruments, and comprehensive services, playing a crucial role in various applications such as antibody drugs and gene therapy [9][10]. 1.1 Domestic Substitution and International Expansion - The localization rates for research reagents are around 10%, with high-end scientific instruments having an import rate of approximately 70.6% [22][23]. 1.2 Demand Side Improvement - The innovative drug sector is witnessing a recovery, with significant increases in overseas BD transactions, indicating a robust demand for life sciences products [25][27]. 1.3 Supply Side Enhancements - Domestic companies are making technological advancements, with key players like Aopumai and Baipusais expanding their product lines and market presence through acquisitions and internal development [29][30]. 1.4 Company Performance Trends - Companies such as Baipusais and Aopumai have reported substantial improvements in their financial performance, with Baipusais showing a 31% year-on-year revenue growth and Aopumai achieving a remarkable 402% increase in net profit [34]. 2. Recommended Stocks - Suggested stocks to watch include Baipusais, Aopumai, Aladdin, and others in the research reagent and scientific instrument sectors [2].

Core Points - Nanwei Technology announced the resignation of Professor Lin Dongqiang from the board of directors due to personal reasons [1] - Following his resignation, Professor Lin will no longer hold any position within the company [1] Summary by Category Company Announcement - The company received a resignation report from Professor Lin Dongqiang, who served on the third board of directors [1] - Professor Lin also resigned from his position on the nomination committee of the third board of directors [1]

Core Insights - Nanwei Technology reported a revenue of 671 million yuan for the first three quarters of 2025, representing a year-on-year growth of 22.01% [1] - The net profit attributable to shareholders reached 108 million yuan, showing a significant increase of 156.56% year-on-year [1] - The company’s basic earnings per share stood at 0.27 yuan [1] Financial Performance - The gross profit margin for the first three quarters of 2025 was 72.16%, up by 1.10 percentage points year-on-year, while the net profit margin was 16.75%, an increase of 9.24 percentage points compared to the same period last year [2] - In Q3 2025, the gross profit margin was 72.32%, reflecting a year-on-year increase of 3.45 percentage points and a quarter-on-quarter increase of 0.85 percentage points [2] - The net profit margin for Q3 2025 was 18.18%, up 19.32% year-on-year and 1.61 percentage points quarter-on-quarter [2] Expense Analysis - Total operating expenses for Q3 2025 amounted to 358 million yuan, an increase of 38.49 million yuan year-on-year [2] - The expense ratio was 53.41%, a decrease of 4.75 percentage points compared to the same period last year [2] - Sales expenses increased by 2.83%, management expenses rose by 26.39%, and R&D expenses grew by 14.20%, while financial expenses decreased by 102.90% [2] Shareholder Information - As of the end of Q3 2025, the total number of shareholders was 16,100, an increase of 992 from the end of the previous half-year, representing a growth of 6.57% [2] - The average market value per shareholder increased from 610,500 yuan at the end of the previous half-year to 724,600 yuan, a rise of 18.70% [2] Company Overview - Nanwei Technology, established on October 22, 2007, is located in Suzhou Industrial Park, Jiangsu Province, and was listed on June 23, 2021 [3] - The company specializes in the research, large-scale production, sales, and application services of high-performance nano-microsphere materials, serving clients in biomedicine, flat panel displays, analytical testing, and in vitro diagnostics [3] - The main business revenue composition includes chromatography fillers and media products (57.62%), chromatography analysis instruments and accessories (19.72%), and other related products and services [3]

Group 1 - The core viewpoint of the article is that 纳微科技 (NANWEI Technology) has reported significant growth in its third-quarter financial results, indicating strong performance in the market [1] Group 2 - For the first three quarters, the company's operating revenue reached 670,760,222.37 yuan, representing a year-on-year increase of 22.01% [1] - The net profit attributable to shareholders of the listed company was 107,767,557.09 yuan, showing a substantial year-on-year increase of 156.56% [1]