法律意见书 北京中伦（成都）律师事务所 关于四川科伦药业股份有限公司 2024 年年度股东大会的 法律意见书 致：四川科伦药业股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民 共和国证券法》（以下简称"《证券法》"）、中国证券监督管理委员会《上市 公司股东会规则》、《深圳证券交易所上市公司股东会网络投票实施细则》等法 律、法规及规范性文件的规定，北京中伦（成都）律师事务所（以下简称"中伦" 或"本所"）指派律师出席了四川科伦药业股份有限公司（以下简称"公司"或 "科伦药业"）2024 年年度股东大会（以下简称"本次股东大会"），并对本次 股东大会的相关事项进行见证。 本所律师依据《证券法》《律师事务所从事证券法律业务管理办法》和《律 师事务所证券法律业务执业规则（试行）》等规定及本法律意见书出具日以前已 经发生或者存在的事实，严格履行了法定职责，遵循勤勉尽责和诚实信用原则， 进行了充分的核查验证，保证本法律意见书所认定的事实真实、准确、完整，所 发表的结论性意见合法、准确，不存在虚假记载、误导性陈述或者重大遗漏，并 承担相应法律责任。 为出具本法律意见书，本所律师审查了公司提供 ...

Core Viewpoint - The chairman of Kelun Pharmaceutical, Liu Gexin, is leveraging his personal brand to promote anti-aging products, marking his fourth entrepreneurial venture, with a focus on the health sector and the potential for rapid monetization through personal branding [2][4]. Group 1: Personal Branding and Marketing Strategy - Liu Gexin's personal brand is being positioned as the first entrepreneur IP in the pharmaceutical industry, aiming to break through traditional marketing barriers [2][3]. - The marketing materials released so far lack entertainment and scenario-based expressions, making it difficult to reach a broader audience [3]. - The anti-aging product, Ergothioneine capsules, priced at 1499 yuan per bottle, is a key focus, with its antioxidant properties being heavily marketed [3][4]. Group 2: Business Performance and Market Potential - Kelun Pharmaceutical reported a revenue decline to 4.39 billion yuan, a year-on-year decrease of 29.4%, with net profit dropping over 43% to 580 million yuan [4]. - The aging population in China presents a significant growth opportunity in the anti-aging market, which is expected to become one of the fastest-growing sectors in the silver economy [4][5]. - Kelun Yongnian Health is not limited to Ergothioneine capsules but is also developing a range of other anti-aging active molecules and health products, with over ten raw materials in production or development [5].

Core Viewpoint - The advertisement featuring the 75-year-old chairman of Kelun Pharmaceutical, Liu Gexin, showcasing his muscular physique has sparked discussions about the authenticity of the advertisement, the efficacy of the endorsed product, and the development of the anti-aging industry [2][3]. Group 1: Advertisement Impact - The advertisement represents a bold and innovative attempt to capture attention in a traffic-driven era, leveraging Liu's impressive physique to convey a positive message about health and vitality at an older age [2]. - Liu's display of health challenges the notion that age is a barrier to pursuing a healthy lifestyle, serving as an inspirational example for younger generations [2]. Group 2: Product Pricing and Market Demand - The endorsed product, Ergothioneine capsules, priced at 1499 yuan for 60 capsules, raises concerns about its value proposition, especially since it is more expensive in China than in Japan [3]. - Despite the high price, the anti-aging product market is growing due to the increasing demand driven by an aging population, indicating a significant market potential [3]. Group 3: Industry Challenges - There is currently no widely recognized anti-aging product with proven efficacy, leading to a proliferation of exaggerated claims and false advertising in the market [3][4]. - The anti-aging industry requires substantial technological innovation and research investment to advance, emphasizing the need for companies to focus on improving product quality and efficacy [4]. Group 4: Consumer Education and Expectations - The anti-aging sector must prioritize consumer education to combat misinformation and enhance understanding of product capabilities, while also managing consumer expectations regarding the efficacy of these products [4][5]. - The advertisement serves as a deeper discussion about health, aging, and entrepreneurial spirit, highlighting the importance of product effectiveness beyond mere promotional tactics [4].

Core Insights - The healthcare industry is increasingly shifting towards consumer health and wellness sectors, with companies like Kelun Pharmaceutical entering the market to diversify their revenue streams amid declining traditional business performance [1][6][7] - The demand for stem cell therapy is rapidly growing in China, with some treatments costing up to 1 million yuan, leading to significant profits for service providers [1][3] - The aesthetic medicine sector is witnessing a surge in new registrations, with nearly 10,000 new medical beauty-related companies registered in early 2023, indicating a trend of traditional pharmaceutical companies pivoting to this area for survival [3][4] Company Strategies - Kelun Pharmaceutical's chairman has publicly stated the company's commitment to the health and wellness sector, highlighting the need for diversification due to intense competition in traditional medical fields [1][6] - Many companies are forming new entities or acquiring existing firms to enter the aesthetic medicine market, leveraging their traditional business strengths in production or marketing [3][4] - Companies like Chuaning Bio, previously focused on antibiotic intermediates, are now developing anti-aging products, although their contribution to revenue remains minimal at this stage [7] Financial Performance - Kelun Pharmaceutical reported a 30% decline in revenue and a 43% drop in net profit in Q1 2025, prompting a focus on anti-aging products [6] - Four环医药's aesthetic medicine segment generated approximately 323 million yuan in revenue in the first half of 2024, a 66.4% increase year-on-year, contributing significantly to the company's overall income [8] - Companies in the biological materials sector, such as Guanhao Bio, are also seeing growth in cell technology services, with related revenues exceeding 10% of total income [8] Regulatory Environment - Recent regulatory guidelines from the National Medical Products Administration are clarifying the direction for the commercialization of cell therapies, emphasizing the need for a robust management system to ensure safety [9] - The aesthetic medicine field is currently seen as a simpler entry point for regenerative medicine technologies, although many practices may not meet the rigorous standards of true regenerative medicine [5][9]

Core Viewpoint - The chairman of Kelun Pharmaceutical, Liu Gexin, gained attention through an advertisement showcasing his muscular physique at the age of 75, promoting the company's ergothioneine capsules as part of a healthy lifestyle [1][3]. Company Response - The company confirmed the authenticity of the advertisement, stating that the video was not digitally altered and aimed to convey a positive health message [3]. - Liu Gexin has been taking the ergothioneine capsules for three consecutive years while maintaining a fitness and reading routine, attributing his health to a combination of lifestyle choices and the product [5]. New Business Venture - Liu Gexin announced the anti-aging sector as his "fourth entrepreneurial venture," following previous successes in intravenous solutions, antibiotics, and innovative drugs, with a goal to build an ecological platform for anti-aging [5][7]. Product Details - The ergothioneine capsules are priced at 1499 yuan for 60 capsules, marketed as a cutting-edge anti-aging ingredient that purportedly removes free radicals more effectively than traditional ingredients like Vitamin C and Coenzyme Q10 [7][9]. - The product is produced in collaboration with a century-old Japanese company, ensuring high quality and compliance with Japanese GMP standards [11]. Market Context - The anti-aging market is gaining traction, with the silver economy in China reaching 7.1 trillion yuan in 2023 and projected to grow to 12.3 trillion yuan by 2028, highlighting the potential for companies in this sector [12]. - Kelun Pharmaceutical is recognized among the top 100 pharmaceutical manufacturers in China, indicating its strong position in the industry [12].

Group 1 - The concept of ergot sulfur has gained popularity, leading to significant stock price movements among related companies, with some experiencing a daily limit increase [1][3] - Kelong Pharmaceutical has been actively promoting ergot sulfur, with its chairman showcasing the product's potential in an advertisement, which has contributed to the surge in related stocks [1][2] - Several companies have responded to investor inquiries regarding their involvement with ergot sulfur, indicating that the revenue from products containing this ingredient is currently low and has minimal impact on overall performance [3] Group 2 - Kelong Pharmaceutical has been focusing on the health industry for seven years, emphasizing the commercialization of ergot sulfur as a key growth factor [2] - Other companies, such as Haizheng Pharmaceutical and Wanbang Pharmaceutical, are also exploring the potential applications of ergot sulfur, with ongoing research and development efforts [3]

Investment Rating - The investment rating for the company is "Buy" (maintained) [6] Core Views - The company is experiencing continuous breakthroughs in innovative drugs and synthetic biology commercialization, indicating an upward turning point in operations and performance driven by innovation, with potential valuation uplift from ongoing global clinical data for SKB264 [1][5] - The first quarter of 2025 showed significant revenue and profit declines primarily due to high base effects from the previous year and price fluctuations [1][2] Financial Performance - In 2024, the company achieved revenue of 21.812 billion yuan (YOY +1.67%) and a net profit of 2.936 billion yuan (YOY +19.53%) [1][11] - For Q1 2025, revenue was 4.390 billion yuan (YOY -29.42%) and net profit was 0.584 billion yuan (YOY -43.07%) [1][11] Business Segmentation - The intravenous infusion segment saw a revenue decline to 8.912 billion yuan in 2024 (YOY -11.85%), while the sales volume was 4.347 billion bags/bottles (YOY -0.70%) [2] - Non-infusion pharmaceuticals generated revenue of 4.169 billion yuan in 2024 (YOY +5.41%), with significant contributions from the plastic water needle business [3] - The intermediates and raw materials segment reported revenue of 5.856 billion yuan in 2024 (YOY +20.90%), driven by various antibiotic intermediates [4] Innovation and Commercialization - The company has over 30 projects in development, with several innovative drugs like SKB264 and A167 successfully approved in China, indicating a shift towards accelerated commercialization [5] - The internationalization efforts for SKB264 are expected to yield significant milestones, with potential revenue exceeding 1.2 billion USD from overseas licensing agreements [5] Earnings Forecast and Valuation - EPS estimates for 2025-2027 are projected at 1.88, 2.11, and 2.54 yuan respectively, with a PE ratio of 19 times based on the closing price on May 15, 2025 [11][13] - The company is expected to benefit from its innovative drug technology platform and synthetic biology platform, contributing to sustainable performance growth [11]

Investment Rating - The investment rating for the company is "Buy" (maintained) [6] Core Views - The company is expected to see an upward turning point in operations and performance driven by innovation, particularly with the ongoing global clinical data readouts for SKB264, which may enhance valuation opportunities [1][5] - The first quarter of 2025 showed a significant decline in revenue and profit, primarily due to high base effects from the previous year and price fluctuations [1][2] Financial Performance Summary - In 2024, the company achieved revenue of 21.812 billion yuan (YOY +1.67%) and a net profit of 2.936 billion yuan (YOY +19.53%) [1][13] - For Q1 2025, the company reported revenue of 4.390 billion yuan (YOY -29.42%) and a net profit of 0.584 billion yuan (YOY -43.07%) [1][13] Business Segmentation Summary - The infusion segment experienced a revenue decline to 8.912 billion yuan in 2024 (YOY -11.85%), while the sales volume was 4.347 billion bags/bottles (YOY -0.70%) [2] - Non-infusion pharmaceuticals saw a revenue increase to 4.169 billion yuan in 2024 (YOY +5.41%), driven by the sales of innovative drugs [3] - The intermediates and raw materials segment achieved revenue of 5.856 billion yuan in 2024 (YOY +20.90%), with significant contributions from various antibiotic intermediates [4] Innovation and Commercialization - The company has a robust pipeline with over 30 projects, focusing on oncology, and several innovative drugs have been approved for market entry [5] - The internationalization efforts are highlighted by the overseas licensing of SKB264, with a total development and sales milestone exceeding 1.2 billion USD [5] Earnings Forecast and Valuation - The projected EPS for 2025-2027 is 1.88, 2.11, and 2.54 yuan respectively, with a PE ratio of 19 times based on the closing price on May 15, 2025 [11][13] - The company is expected to benefit from its innovative drug technology platform and cost reduction strategies in the intermediates and raw materials segment [11]

Core Viewpoint - Kellen Pharmaceutical's chairman, Liu Gexin, promotes the company's anti-aging product "Ergothioneine Capsules" through a bold video advertisement, showcasing his fitness at the age of 75, emphasizing the product's effectiveness and his personal endorsement [1][3]. Company Overview - Kellen Pharmaceutical, established in 2002, focuses on research and innovation in the pharmaceutical infusion industry, with a registered capital of 1.601 billion yuan [8]. - The company offers a variety of products, including infusions, powder injections, small volume injections, tablets, and capsules [8]. Product Details - The Ergothioneine Capsules are priced at 1499 yuan per bottle (60 capsules), with each capsule containing 30 mg of Ergothioneine [3]. - The product claims to have a free radical clearance effect that is 10 to 30 times more effective than traditional ingredients like Vitamin C and Coenzyme Q10 [3]. Financial Performance - In 2024, Kellen Pharmaceutical achieved a revenue of 21.8 billion yuan, a slight increase of 1.67% year-on-year, and a net profit attributable to shareholders of 2.936 billion yuan, representing a year-on-year growth of 19.53%, both reaching historical highs [8]. - In the first quarter of 2025, the company reported a revenue of 4.39 billion yuan, a decline of 29.42% year-on-year, and a net profit of 584 million yuan, down 43.07% year-on-year [8]. Leadership and Compensation - Liu Gexin, born in 1951, is the chairman of Kellen Pharmaceutical and has held various positions, including a member of the Economic and Information Technology Committee of Sichuan Province [7]. - Liu's compensation from Kellen Pharmaceutical from 2020 to 2024 was 2 million yuan annually for the first three years, followed by 6.9 million yuan in 2023 and 5.6 million yuan in 2024 [7][8].

Market Overview - A-shares experienced a downward trend, with the Shanghai Composite Index closing at 3380.82, down 0.68%, and the Shenzhen Component Index down 1.62% at 10186.45 [1] - The Hong Kong market also declined, with the Hang Seng Index falling nearly 1% and the Hang Seng Tech Index down 1.5% [1] Consumer Sector Performance - The consumer sector showed strong performance, particularly in beauty and personal care, which rose by 6.46%, with 31 out of 33 stocks increasing [2] - The cosmetics segment led the A-share market with no stocks declining, and significant gains were noted for companies like Bawei Co. and Qingsong Co. [2] - Retail sales in the cosmetics sector are projected to reach 114.9 billion yuan by Q1 2025, reflecting a 3.20% year-on-year growth [2] Promotional Activities and Market Dynamics - Major platforms like Tmall, Douyin, and JD.com are intensifying competition with synchronized promotional events starting on May 13 [3] - The beauty and personal care sector is expected to see structural opportunities due to extended promotional periods and product innovation [3] - The apparel sector also showed activity, with companies like Anzheng Fashion hitting the daily limit [3] Synthetic Biology Sector - The synthetic biology concept saw a rise, particularly after a promotional campaign by Kelun Pharmaceutical, which boosted interest in the sector [4] - The synthetic biology sector's overall increase was 2.05%, with several stocks achieving significant gains [4] - The demand for bio-based materials and pharmaceutical intermediates is expected to grow, providing a broad market for synthetic biology companies [5] Shipping and Port Sector - The shipping sector saw a resurgence, with the European shipping index rising by 8.72% [7] - Companies like China National Offshore Oil Corporation and Ningbo Port experienced significant stock price increases, with some stocks hitting the daily limit [7] - Recent adjustments in U.S.-China tariff policies have led to a surge in exports to the U.S., boosting shipping volumes [7][8]