上海市锦天城律师事务所 关于浙江仙琚制药股份有限公司 2025 年第二次临时股东大会的 法律意见书 地址：上海市浦东新区银城中路 501 号上海中心大厦 9/11/12 楼 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 鉴此，本所律师根据上述法律、法规、规章及规范性文件的要求，按照律师 行业公认的业务标准、道德规范和勤勉尽责精神，现出具法律意见如下： 上海市锦天城律师事务所 关于浙江仙琚制药股份有限公司 2025 年第二次临时股东大会的 法律意见书 致：浙江仙琚制药股份有限公司 上海市锦天城律师事务所（以下简称"本所"）接受浙江仙琚制药股份有限 公司（以下简称"公司"或"仙琚制药"）委托，就公司召开 2025 年第二次临时 股东大会（以下简称"本次股东大会"）的有关事宜，根据《中华人民共和国公 司法》（以下简称《公司法》）、《上市公司股东会规则》等法律、法规、规章和其 他规范性文件以及《浙江仙琚制药股份有限公司章程》（以下简称"《公司章程》"） 的有关规定，出具本法律意见书。 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法 ...

Core Viewpoint - Zhejiang Xianju Pharmaceutical Co., Ltd. has received a warning letter from the China Securities Regulatory Commission (CSRC) due to violations in the management and use of raised funds, which included improper procedures and mixing of funds [1][2]. Group 1: Regulatory Findings - The Zhejiang Securities Regulatory Bureau found multiple issues in the management of raised funds, including failure to follow proper review procedures for fund replacement and using raised funds for unrelated expenses [1]. - The company was also found to have mixed raised funds with its own funds when purchasing structured deposit financial products [1]. Group 2: Accountability and Measures - Key executives, including the Chairman, General Manager, CFO, and Board Secretary, were held primarily responsible for the violations and received warning letters [2]. - The company and its executives are required to enhance their understanding of relevant laws and regulations, improve financial management practices, and ensure accurate and timely information disclosure [2]. Group 3: Company Response - The company has expressed its commitment to addressing the issues raised in the warning letter and implementing stricter controls over the use of raised funds [2]. - It emphasized that the regulatory measures will not affect its normal production and operations, and it will continue to fulfill its disclosure obligations [2].

浙江仙琚制药股份有限公司 关于公司及相关人员收到浙江证监局警示函的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 浙江仙琚制药股份有限公司（以下简称"公司"）于近日收到中国证券监督 管理委员会浙江监管局（以下简称"浙江证监局"）出具的行政监管措施决定书 《关于对浙江仙琚制药股份有限公司及相关人员采取出具警示函措施的决定》 〔2025〕210 号）（以下简称"《决定书》"）。现将相关情况公告如下： 一、《决定书》的主要内容 浙江证监局在现场检查中发现浙江仙琚制药股份有限公司（以下简称公司） 募集资金管理和使用方面存在以下问题:部分募集资金置换未按规定履行审议程 序并披露，使用募集资金支付与募投项目无关的部分费用，使用闲置募集资金购 买银行结构性存款理财产品时存在募集资金与自有资金混同的情形。 证券代码：002332 证券简称：仙琚制药 公告编号：2025-040 公司及相关人员高度重视警示函中所指出的问题，将认真吸取教训、加强相 关人员对《上市公司募集资金监管规则》、《上市公司信息披露管理办法》、《深 圳证券交易所股票上市规则》等相关法律法规和规范性文件的 ...

浙江证监局在现场检查中发现公司募集资金管理和使用方面存在以下问题:部分募集资金置换未按规定 履行审议程序并披露，使用募集资金支付与募投项目无关的部分费用，使用闲置募集资金购买银行结构 性存款理财产品时存在募集资金与自有资金混同的情形。 仙琚制药（002332）(002332.SZ)公告，公司近日收到中国证券监督管理委员会浙江监管局出具的行政 监管措施决定书《关于对浙江仙琚制药股份有限公司及相关人员采取出具警示函措施的决定》。 ...

Core Viewpoint - Zhejiang Xianju Pharmaceutical Co., Ltd. has received an administrative regulatory measure decision from the Zhejiang Securities Regulatory Bureau due to issues in fundraising management and usage [1] Group 1: Regulatory Findings - The company was found to have issues such as failure to disclose certain fund replacements as required, payment of unrelated expenses, and mixing of funds [1] - The chairman, Zhang Yusong, along with three other individuals, bear primary responsibility for these issues [1] Group 2: Regulatory Actions - The Zhejiang Securities Regulatory Bureau has decided to issue a warning letter to the company and the related personnel, which will be recorded in their integrity files [1] - The company and the related personnel are required to submit a written report within 10 working days [1] Group 3: Company Response - The company and the related personnel have stated their intention to strengthen regulatory learning and implement corrective measures to prevent recurrence of such issues [1] - The regulatory measures imposed do not affect the normal operations of the company [1]

Core Insights - Xianju Pharmaceutical experienced a decline of 1.07% in stock price on September 17, with a trading volume of 172 million yuan [1] - The company reported a financing net buy of -6.08 million yuan on the same day, indicating a higher level of financing repayment compared to new purchases [1][2] - As of September 8, the number of shareholders increased by 8.70% to 50,000, while the average circulating shares per person decreased by 8.00% to 19,691 shares [2] Financing and Margin Trading - On September 17, Xianju Pharmaceutical had a financing buy amount of 18.39 million yuan, with a total financing balance of 639 million yuan, representing 6.36% of its market capitalization [1] - The financing balance is above the 90th percentile of the past year, indicating a high level of financing activity [1] - The company had no shares repaid in margin trading on September 17, with 300 shares sold short, amounting to 3,048 yuan [1] Financial Performance - For the first half of 2025, Xianju Pharmaceutical reported a revenue of 1.869 billion yuan, a year-on-year decrease of 12.56%, and a net profit attributable to shareholders of 308 million yuan, down 9.26% year-on-year [2] - Cumulatively, the company has distributed 1.932 billion yuan in dividends since its A-share listing, with 890 million yuan distributed in the last three years [3] Shareholder Composition - As of June 30, 2025, the top ten circulating shareholders included the Southern CSI 1000 ETF, which increased its holdings by 1.4094 million shares to 7.3351 million shares [3] - Hong Kong Central Clearing Limited and Xingquan He Feng Mixed Fund exited the list of top ten circulating shareholders [3]

Core Viewpoint - The company has obtained the domestic production drug registration certificate for Dydrogesterone tablets as of May 2025 and has also established its own production capability for Dydrogesterone raw materials [1] Group 1 - The company announced on September 17 that it has received the registration certificate for Dydrogesterone tablets [1] - The company is now capable of independently producing Dydrogesterone raw materials [1]

Core Viewpoint - The company has confirmed its capability to independently produce the active pharmaceutical ingredient (API) for Dydrogesterone, having obtained the production registration certificate for Dydrogesterone tablets in May 2025 [1] Group 1 - The company has a strong accumulation of experience and technical advantages in the field of steroid raw materials [1] - The company has received the domestic production registration certificate for Dydrogesterone tablets, with the announcement number 2025-023 [1] - The company possesses the independent production capability for Dydrogesterone API [1]

Investment Rating - The report maintains a rating of "Accumulate" for the company with a target price of 13.11 CNY [6][13]. Core Views - The company's existing business is under short-term pressure, but improvements are expected in the second half of 2025 as the innovation pipeline progresses [2][13]. - The revenue for the first half of 2025 is reported at 1.869 billion CNY, a decrease of 12.56% year-on-year, with a net profit attributable to the parent company of 308 million CNY, down 9.26% [13]. - The report highlights the impact of raw material price competition and centralized procurement on the company's performance, leading to a downward adjustment of EPS forecasts for 2025-2026 [13]. Financial Summary - Total revenue projections are as follows: 2023A: 4,123 million CNY, 2024A: 4,001 million CNY, 2025E: 3,910 million CNY, 2026E: 4,327 million CNY, and 2027E: 4,898 million CNY, reflecting a decline of 5.9% in 2023 and a gradual recovery thereafter [4][14]. - Net profit attributable to the parent company is forecasted to be 563 million CNY in 2023, decreasing to 397 million CNY in 2024, then rebounding to 592 million CNY in 2025, 679 million CNY in 2026, and 781 million CNY in 2027 [4][14]. - The report indicates a projected EPS of 0.60 CNY for 2025, 0.69 CNY for 2026, and 0.79 CNY for 2027 [13][14]. Business Segments - The raw material and intermediate segment reported revenue of 730 million CNY, down 20%, while the formulation segment generated 1.127 billion CNY, a decrease of 7.2% [13]. - The report notes that the gynecology segment saw revenue of 207 million CNY, down 11%, while respiratory formulations increased by 13% to 446 million CNY [13]. Innovation and Growth Potential - The company is collaborating with Omir Pharmaceuticals on a new drug, Omeros Sodium, which has submitted an NDA and is currently in the pharmaceutical review phase [13]. - The report anticipates that new products such as the long-acting analgesic injection CZ1S and the combination inhalation spray will contribute to future growth [13].

Investment Rating - The report maintains an "Accumulate" rating for the industry [5] Core Insights - The pharmaceutical and biotechnology industry is expected to experience a turning point and growth resonance, with a focus on the resilience of the raw material drug sector amidst various macro and micro factors [7][10] - The industry is characterized by a significant number of listed companies, totaling 494, with a total market value of 77,409.20 billion and a circulating market value of 70,487.38 billion [2] Summary by Sections Industry Overview - The report analyzes 47 representative raw material drug companies, indicating that despite pressures on revenue, the profit margins are showing improvement, reflecting the industry's resilience [10] - The average revenue growth rate for the 47 companies in the first half of 2025 was -5.38%, while the average growth rate of non-recurring net profit was 14.43% [10][12] Financial Performance - Key companies such as Xinhecheng, Aoruite, Tianyu Co., Meinuohua, and others have achieved over 10% growth in revenue and non-recurring net profit [10] - The report highlights that the non-recurring net profit of Xinhecheng increased significantly by 70.50% year-on-year in the first half of 2025 [10] Market Trends - The report notes that the prices of major raw materials are currently at low levels, particularly for certain categories like sartans and heparins, with expectations for gradual price recovery as excess capacity is cleared [7][10] - The investment strategy for the second half of the year focuses on identifying companies that are at a turning point in their existing business while also exploring new growth opportunities [7][10] Company Recommendations - The report suggests focusing on companies such as Tianyu Co., Sitaly, Tonghe Pharmaceutical, Meinuohua, Xianju Pharmaceutical, and Puluo Pharmaceutical for potential investment opportunities [7][10]