BEIDOUXING LAW OFFICE 贵州省贵阳市观山湖区金朱东路 399 号贵阳恒大中心 B 座 24 楼 邮编：550001 电话：86901517 传真：86901634 电子邮箱：1026333654@qq.com 关于贵州百灵企业集团制药股份有限公司 2025 年第二次临时股东会的 法 律 意 见 书 [2025] 黔北律法意见字第 234 号 致：贵州百灵企业集团制药股份有限公司 贵州北斗星律师事务所(以下简称"本所")接受贵州百灵企业集 团制药股份有限公司（以下简称"公司"）委托，指派本所律师郑锡 国、张妮出席了公司于 2025 年 7 月 4 日上午 10：00 在贵州省安顺市 经济技术开发区西航路 212 号贵州百灵企业集团制药股份有限公司 会议室召开的公司 2025 年第二次临时股东会（以下简称"本次股东 会"）。现根据《中华人民共和国公司法》、《中华人民共和国证券 法》等有关法律、法规及规章和《贵州百灵企业集团制药股份有限公 司章程》（以下简称（"公司章程"）、《贵州百灵企业集团制药股 份有限公司股东大会议事规则》（以下简称"议事规则"）的规定， 出具本法律意见书。 本所律师仅就本 ...

Core Viewpoint - Guizhou BaiLing is undergoing significant marketing reforms to enhance sales efficiency and profitability, with a focus on transitioning to a direct sales model across multiple provinces [2][3]. Group 1: Marketing Reform - The company initiated a direct sales reform pilot in nine provinces starting in 2022, which has led to steady profit growth in those regions [2]. - The reform has been implemented in a total of 15 provinces, aiming to improve sales efficiency and profitability [2]. - New performance metrics have been introduced, shifting from solely growth rate assessments to include per capita and per store efficiency, which motivates sales personnel [2]. Group 2: Sales Expense Management - The company is committed to optimizing its sales expense ratio through ongoing marketing system reforms and expanding coverage [2][3]. - A market supervision department has been established to oversee business activities and financial management across subsidiaries, enhancing cost control [3]. - The company is implementing new performance requirements for sales personnel and optimizing management and reward mechanisms to reduce sales expenses [3]. Group 3: Clinical Research Progress - The clinical research for Tangning Tongluo is progressing as planned, with patient enrollment ongoing [4]. Group 4: Financial Stability - The company maintains stable relationships with multiple banks, and its credit rating is expected to improve post-de-listing [5]. - The company does not face short-term solvency issues and is focused on optimizing its asset-liability structure [5]. Group 5: Shareholder Pledge - The chairman holds 17.55% of the company's shares, all of which are pledged for financing purposes unrelated to the company's operations [6]. - The chairman's debt has significantly decreased, and he has the capacity to repay, with no current risk of forced liquidation [6]. Group 6: R&D Expense Management - The company manages R&D expenses in accordance with accounting standards, with financial data audited by external firms [8]. - The company reported a significant decline in revenue and net profit in its Q1 2025 report, with total revenue of 761 million yuan, a 42.93% year-on-year decrease [8].

Group 1: Marketing Reform and Sales Efficiency - The company initiated a direct sales reform pilot in 9 provinces starting in 2022, achieving significant results with steady profit growth in these areas. The reform has now been completed in 15 provinces, positively impacting sales efficiency and profitability [1] - The marketing reform introduced new performance metrics such as per capita efficiency and store efficiency, moving away from solely focusing on growth rates. This aims to motivate sales personnel and align their income with company performance through potential stock incentive plans [1] - The company is focusing on optimizing product structure and pricing systems while nurturing major product lines and deepening relationships with key national customers [2] Group 2: Sales Expense Management - The company is continuously working on optimizing sales expense ratios through various strategies, including deepening marketing system reforms and transitioning from a large package model to a direct sales model [2] - A market supervision department has been established to oversee business activities and financial management across subsidiaries, enhancing expense control and commercial negotiations [2] - New performance requirements for sales personnel have been introduced, and budget assessments for direct subsidiaries are being strengthened to reduce sales expenses [2] Group 3: Clinical Research and Financial Stability - The clinical research for the product "Tangning Tongluo" is progressing as planned, with patient enrollment ongoing. The company will fulfill its information disclosure obligations upon achieving significant progress [2] - The company maintains stable long-term relationships with multiple banks, and its credit rating is expected to improve post-listing. There are no short-term solvency issues, and the company plans to continue optimizing its asset-liability structure [2] - The chairman holds 245,346,284 shares, representing 17.55% of the total share capital, all of which are pledged. The purpose of the pledge is for investment in non-listed companies and debt repayment, not for operational needs [3]

Group 1: Marketing Reform and Sales Strategy - The company is implementing a marketing model reform aimed at optimizing sales models, increasing profit contribution rates, and reducing sales expense ratios. Since 2022, the reform has been piloted in 9 provinces, resulting in steady sales profit growth in these regions. The reform has now been completed in 15 provinces, positively impacting future sales efficiency and profitability [1]. - The new marketing model shifts from solely assessing growth rates to incorporating metrics like per capita efficiency and store efficiency, motivating sales personnel. Future plans include introducing equity incentive programs to align employee benefits with company growth, transitioning personal income from property-based to asset-based income [1]. Group 2: Product Development and Clinical Trials - The Huanglian Jiedu Wan project, China's first "general" syndrome-type traditional Chinese medicine new drug, has completed Phase II and III clinical trials involving 840 cases. The trials focus on validating the drug's effectiveness and safety for treating specific Western medical diseases, providing a basis for future market approval [2]. - The company is progressing with the clinical research of Tang Ning Tong Luo, with patient enrollment ongoing. Updates will be disclosed as the project achieves milestones [2]. Group 3: Competitive Strategy and Market Positioning - The company has defined its new strategic positioning around four platforms: a large-scale manufacturing platform, an industry chain integration platform, an all-channel sales platform, and a large product R&D platform. The manufacturing capacity is expected to increase from 25,000 tons to 60,000 tons annually, enhancing future sales capabilities [3]. - The integration platform aims to strengthen product lines through licensing and branding strategies, while the all-channel sales platform focuses on comprehensive market coverage, including online and offline channels [3]. - The company aims to become a leader in the traditional Chinese medicine sector by leveraging its advantages in production capacity, sales, and R&D to effectively compete in the market [3]. Group 4: Financial Performance and Future Outlook - In Q1 2025, the company experienced a decline in performance due to last year's rapid growth and insufficient market demand. The company plans to focus on its core business and seek new growth points while enhancing its core capabilities and adapting to market changes [4]. - The company emphasizes improving operational quality, cash flow, profitability, and asset return rates through optimized management, sales models, and incentive mechanisms to achieve its annual business goals [4].

Market Overview - A-shares experienced a strong opening on July 1, with the Shanghai Composite Index rising significantly, driven by the banking and power sectors, and total market turnover around 1.5 trillion yuan [1] - The banking sector showed a robust rebound, with all stocks in the sector rising, and Shanghai Pudong Development Bank reaching a historical high with a market capitalization of 432.18 billion yuan [2] Banking Sector Performance - The banking sector index increased by approximately 20% year-to-date, with a cumulative rise of nearly 70% since the end of 2023 [2] - Notable individual stock performances included Suzhou Bank rising over 5%, Xiamen Bank nearly 4%, and Hangzhou Bank over 3% [2] - The overall banking sector closed up 1.84% on July 1, ranking fifth among industry sectors for the day [2] Innovative Drug Sector - The innovative drug sector saw significant gains, with a total increase of 3.01% by the end of the trading day, ranking third among industry sectors [4] - Key stocks in this sector included Frontline Bio, which hit the daily limit, and several others like Guizhou Bailing and Seer Medical also reaching their daily limits [4] - The sector has been active since mid-May, with a notable surge in trading volume and stock prices [4] Policy Support for Innovative Drugs - The National Healthcare Security Administration and the National Health Commission issued measures to support the high-quality development of innovative drugs, focusing on R&D, market access, and payment systems [5] - These measures aim to address key issues in the innovative drug sector and promote genuine innovation [5] International Transactions in Innovative Drugs - There has been a surge in international transactions for innovative drugs, with a total of $45.5 billion in authorized transactions by Chinese companies from January to May 2025, surpassing the total for the first half of 2024 [6] - The year 2025 is expected to be significant for domestic innovative drug companies as they transition from generic to innovative drugs, with some companies reaching breakeven and profitability [6]

Market Overview - The Shanghai Composite Index rose by 0.39% on July 1, with 20 industries experiencing gains, led by the comprehensive and pharmaceutical sectors, which increased by 2.60% and 1.80% respectively [1] - The pharmaceutical industry ranked second in terms of daily gains [1] - A total of 23 industries saw a decline, with the computer and retail sectors falling by 1.18% and 0.79% respectively [1] Capital Flow Analysis - The net outflow of capital from the two markets reached 27.907 billion yuan, with 8 industries experiencing net inflows [1] - The pharmaceutical sector had the highest net inflow of capital, amounting to 2.422 billion yuan, while the banking sector followed with a net inflow of 886 million yuan and a daily increase of 1.53% [1] - The computer industry led the net outflow, with a total of 8.395 billion yuan, followed by the power equipment sector with a net outflow of 5.163 billion yuan [1] Pharmaceutical Industry Performance - The pharmaceutical industry saw a daily increase of 1.80%, with 396 out of 474 stocks rising, including 11 stocks hitting the daily limit [2] - The top three stocks with the highest net inflow in the pharmaceutical sector were: - Sali Medical: 177 million yuan - Yipin Pharmaceutical: 168 million yuan - Guizhou Bailing: 158 million yuan [2] - The stocks with the highest net outflow included: - Hanyu Pharmaceutical: 251 million yuan - Aier Eye Hospital: 180 million yuan - Dong'e Ejiao: 79.6934 million yuan [2] Capital Inflow and Outflow Rankings - The top stocks in terms of capital inflow in the pharmaceutical sector included: - Sali Medical: +10.00%, turnover rate 29.87%, capital flow 176.9023 million yuan - Yipin Pharmaceutical: +14.72%, turnover rate 5.65%, capital flow 168.3973 million yuan - Guizhou Bailing: +10.04%, turnover rate 13.11%, capital flow 158.2571 million yuan [2] - The stocks with the highest capital outflow included: - Hanyu Pharmaceutical: +4.23%, turnover rate 18.26%, capital flow -250.5158 million yuan - Aier Eye Hospital: -1.20%, turnover rate 0.67%, capital flow -180.0828 million yuan - Dong'e Ejiao: -1.11%, turnover rate 0.94%, capital flow -79.6934 million yuan [4]

Group 1 - The innovative drug concept index rose by 3.01%, ranking third among concept sectors, with 187 stocks increasing in value [1][2] - Leading stocks included Qianyan Bio with a 20% limit up, Guizhou Bailing, Saily Medical, and Anglikang also hitting the limit up, while Kexing Pharmaceutical, Yuekang Pharmaceutical, and Shutaishen showed significant gains of 15.62%, 15.55%, and 15.34% respectively [1][2] - The stocks with the largest declines were Wantai Bio, Yaoshi Technology, and Ruilian New Materials, which fell by 1.31%, 1.27%, and 1.00% respectively [1] Group 2 - The innovative drug sector saw a net inflow of 2.374 billion yuan, with 125 stocks receiving net inflows, and 7 stocks exceeding 100 million yuan in net inflows [2][3] - Saily Medical led the net inflow with 177 million yuan, followed by Yipin Hong with 168 million yuan, Guizhou Bailing with 158 million yuan, and Huahai Pharmaceutical with 135 million yuan [2][3] - The top three stocks by net inflow ratio were Taiankang, Saily Medical, and Guizhou Bailing, with ratios of 20.64%, 19.83%, and 17.80% respectively [3] Group 3 - The innovative drug concept's top performers included Qianyan Bio, which rose by 20.02%, and other notable gainers such as Shutaishen and Yuekang Pharmaceutical with increases of 15.34% and 15.55% respectively [4] - The trading volume and turnover rates for leading stocks were significant, with Saily Medical showing a turnover rate of 29.87% and a price increase of 10.00% [3][4] - The overall market sentiment in the innovative drug sector appears positive, with substantial capital inflows and strong performance from key players [2][3]

Core Viewpoint - The hepatitis concept sector has seen a 2.30% increase, ranking 10th among concept sectors, with significant gains from stocks like Guizhou Bailing, Weiming Pharmaceutical, and Kexing Pharmaceutical [1]. Group 1: Sector Performance - The hepatitis concept sector had 116 stocks rising, with Guizhou Bailing, Weiming Pharmaceutical, and *ST Sailong hitting the daily limit up [1]. - Notable gainers included Kexing Pharmaceutical, Yipin Hong, and Rejing Biological, which rose by 15.62%, 14.72%, and 11.60% respectively [1]. - The sector's performance was contrasted by declines in stocks like *ST Suwu, *ST Sihuan, and New Industry, which fell by 0.79%, 0.78%, and 0.48% respectively [1]. Group 2: Capital Inflow - The hepatitis concept sector attracted a net inflow of 790 million yuan, with 71 stocks receiving net inflows [1]. - Yipin Hong led the net inflow with 168 million yuan, followed by Guizhou Bailing and Kexing Pharmaceutical with net inflows of 158 million yuan and 97.8 million yuan respectively [1]. - The top three stocks by net inflow rates were Guizhou Bailing at 17.80%, Weiming Pharmaceutical at 16.28%, and Kexing Pharmaceutical at 14.10% [2].

Core Viewpoint - The concept of generic drug consistency evaluation has seen a rise of 2.73%, ranking fifth among concept sectors, with significant inflows of capital into various stocks within this sector [1][2]. Group 1: Market Performance - As of July 1, the generic drug consistency evaluation concept experienced a 2.73% increase, with 120 stocks rising, including top performers like Fengyuan Pharmaceutical, Guizhou Bailing, and Anglikang, which hit the daily limit [1]. - The leading gainers in this sector included Yuekang Pharmaceutical (up 15.55%), Yipinhong (up 14.72%), and Hongri Pharmaceutical (up 8.13%) [1][2]. - Conversely, the stocks with the largest declines were Yiming Pharmaceutical, Yongtai Technology, and *ST Suwu, which fell by 2.16%, 1.71%, and 0.79% respectively [1]. Group 2: Capital Inflows - The generic drug consistency evaluation sector attracted a net inflow of 829 million yuan, with 74 stocks receiving capital inflows, and 13 stocks seeing over 50 million yuan in net inflows [2]. - The stock with the highest net inflow was Yipinhong, which saw 168 million yuan, followed by Guizhou Bailing and Huahai Pharmaceutical with net inflows of 158 million yuan and 135 million yuan respectively [2][3]. - The top three stocks by net inflow ratio were Fengyuan Pharmaceutical (24.78%), Guizhou Bailing (17.80%), and Huahai Pharmaceutical (14.87%) [3]. Group 3: Stock Performance Metrics - Yipinhong had a daily increase of 14.72% with a turnover rate of 5.65% and a net capital flow of approximately 168 million yuan [3]. - Guizhou Bailing increased by 10.04% with a turnover rate of 13.11% and a net capital flow of about 158 million yuan [3]. - Huahai Pharmaceutical rose by 5.74% with a turnover rate of 3.26% and a net capital flow of around 135 million yuan [3].

Group 1 - The core viewpoint of the news is the strong performance of innovative drug stocks following the release of supportive measures by the National Healthcare Security Administration and the National Health Commission to promote high-quality development of innovative drugs [1] - On July 1, innovative drug stocks saw significant gains, with Frontline Bio reaching a 20% limit up, Shuyou Shen rising over 18%, and other companies like Hot景 Bio and Rongchang Bio also experiencing substantial increases [1] - The newly issued measures include four key areas: increasing support for innovative drug research and development, encouraging commercial health insurance to expand investment in innovative drugs, enhancing drug directory admission policies, and promoting innovative drug research [1] Group 2 - Donghai Securities emphasized that innovative drugs remain the core investment direction in the pharmaceutical and biotechnology sector [2] - The National Medical Products Administration has proposed a draft to expedite the review and approval process for clinical trial applications of eligible innovative drugs to within 30 working days, further encouraging the development and market entry of innovative drugs [2] - The National Medical Products Administration is also supporting the innovation and development of high-end medical devices, introducing a series of supportive policies for cutting-edge fields such as medical robots and artificial intelligence medical devices [2]