法律意见书 法律意见书 浙江天册律师事务所 关于浙江昂利康制药股份有限公司 2025 年第一次临时股东大会的 编号：TCYJS2025H1720 致：浙江昂利康制药股份有限公司 根据《中华人民共和国证券法》（下称"《证券法》"）、《中华人民共和国公司法》（下 称"《公司法》"）和《上市公司股东会规则》等法律、法规和规范性文件的要求及《浙 江昂利康制药股份有限公司章程》（下称"《公司章程》"）、《浙江昂利康制药股份有限 公司股东大会议事规则》（下称"《议事规则》"）的规定，浙江天册律师事务所（下称 "本所"）接受浙江昂利康制药股份有限公司（下称"昂利康"或"公司"）的委托，指 派俞晓瑜、郑忻律师（下称"本所律师"）参加昂利康 2025 年第一次临时股东大会，对 本次股东大会的召集和召开程序、出席会议人员资格、表决方式、表决程序的合法性、 有效性进行了认真审查，并出具本法律意见书。 本法律意见书仅供昂利康 2025 年第一次临时股东大会之目的使用。本所律师同意 将本法律意见书随昂利康本次股东大会其他信息披露资料一并公告。 本所律师根据相关法律法规的要求，按照律师行业公认的业务标准、道德规范和勤 勉尽责的精神，出席 ...

Core Viewpoint - The A-share market continues to show strength in innovative drug concept stocks, with significant gains observed across multiple companies on October 16 [1] Group 1: Stock Performance - Guizhou BaiLing and Luoxin Pharmaceutical reached the daily limit up [1] - Yifang Bio increased by over 7% [1] - Laime Pharmaceutical, Guangsheng Tang, Anglikang, and Shutaishen all rose by over 6% [1] - Dize Pharmaceutical and Lianhuan Pharmaceutical saw increases of over 5% [1]

Market Overview - The market showed strong fluctuations throughout the day, with the Shanghai Composite Index returning above 3900 points. The trading volume reached 2.09 trillion yuan, with over 4300 stocks in the Shanghai and Shenzhen markets closing in the green [1]. Key Sectors Robotics - The robotics sector experienced significant gains, with stocks like Yuanda Intelligent, Zhongjian Technology, and Zhenghe Industrial hitting the daily limit. The core stock, Sanhua Intelligent Control, also recorded a limit-up. The market was catalyzed by the emergence of new robotics orders and Tesla's announcement regarding its 2025 shareholder meeting, highlighting the "Fourth Macro Map" robot as a key focus [4][5]. Cloud Computing Data Centers - The cloud computing data center sector saw a notable rise, with stocks such as Jingquanhua, Sifang Co., and Heshun Electric hitting the daily limit. The interest was fueled by Nvidia's recent release of a white paper on the 800VDC architecture, emphasizing the importance of medium-voltage rectifiers for rapid deployment of 800VDC systems [6][7][8]. Pharmaceuticals - The pharmaceutical sector rebounded, with stocks like Angli Kang, Jimin Health, and Lianhuan Pharmaceutical reaching the daily limit. The upcoming European Society for Medical Oncology (ESMO) annual meeting in Berlin is expected to be a significant platform for releasing critical clinical data, drawing attention to the innovative drug sector [10][11]. Notable Stocks - **Robotics**: Yuanda Intelligent (4.30 yuan, +9.97%), Zhongjian Technology (131.98 yuan, +10.00%), Sanhua Intelligent Control (3383.5 million yuan market cap) [5][15]. - **Cloud Computing**: Jingquanhua (23.87 yuan, +10.00%), Sifang Co. (24.88 yuan, +9.99%), Heshun Electric (13.18 yuan, +20.04%) [8][9]. - **Pharmaceuticals**: Angli Kang (41.20 yuan, +10.01%), Jimin Health (10.97 yuan, +10.03%), Lianhuan Pharmaceutical (20.90 yuan, +10.00%) [11][12].

Market Overview - The chemical pharmaceutical sector increased by 2.94% on October 15, with Sunflower leading the gains [1] - The Shanghai Composite Index closed at 3912.21, up 1.22%, while the Shenzhen Component Index closed at 13118.75, up 1.73% [1] Stock Performance - Notable stock performances in the chemical pharmaceutical sector include: - Sunflower (300111) closed at 8.11, up 19.97% with a trading volume of 3.1035 million shares [1] - Guangshantang (300436) closed at 120.00, up 17.41% with a trading volume of 298,500 shares [1] - Shutaishen (300204) closed at 36.26, up 12.50% with a trading volume of 597,600 shares [1] - Anglikang (002940) closed at 41.20, up 10.01% with a trading volume of 129,600 shares [1] - Lianhuan Pharmaceutical (600513) closed at 20.90, up 10.00% with a trading volume of 309,500 shares [1] Capital Flow - The chemical pharmaceutical sector saw a net inflow of 2.451 billion yuan from institutional investors, while retail investors experienced a net outflow of 948 million yuan [2][3] - The capital flow for key stocks includes: - Sunflower (300111) had a net inflow of 4.41 billion yuan from institutional investors [3] - Guangshantang (300436) had a net inflow of 2.82 billion yuan from institutional investors [3] - Lianhuan Pharmaceutical (600513) had a net inflow of 1.33 billion yuan from institutional investors [3]

Core Viewpoint - The innovative drug sector experienced a significant rally, with the innovative drug index rising by 2.35% as of the midday close on October 15, 2025, driven by strong performances from various companies [1][2]. Group 1: Market Performance - The innovative drug index (886015.TI) closed at 1366.835, reflecting a gain of 2.35%, equivalent to an increase of 31.422 points [2]. - Notable stock performances included Guangshentang, which surged by 20% to 122.65, and several other companies such as Shutaishen and Anglikang, which saw gains of 14.4% and 10.01%, respectively [2][3]. Group 2: Upcoming Events - The European Society for Medical Oncology (ESMO) conference is set to take place from October 17 to 21, 2025, in Berlin, Germany, where significant clinical research results and data are expected to be disclosed [3][4]. Group 3: Business Development Opportunities - There is growing market anticipation for the release of clinical data from domestic innovative drugs and business development (BD) collaborations, with 83 overseas BD transactions recorded in the first eight months of 2025, totaling 845 billion yuan, marking a 62.81% increase compared to the entire year of 2024 [4]. Group 4: Company Earnings Forecast - Several innovative drug companies are expected to report strong earnings for the third quarter of 2025, with Shengnuo Bio projecting a net profit of 114 million to 140 million yuan, representing a year-on-year increase of 100.53% to 145.10% [5]. - Boteng Co. anticipates a net profit of 73.2 million to 88.2 million yuan, indicating a turnaround from losses, driven by a 17% to 21% increase in revenue [5]. Group 5: Industry Outlook - Analysts express optimism regarding the innovative drug sector, anticipating stabilization and rebound due to upcoming catalysts such as BD and medical insurance negotiations [6]. - Long-term trends indicate that the Chinese pharmaceutical industry has transitioned to new growth drivers, particularly in innovative drugs, which are expected to significantly contribute to the growth of Chinese pharmaceutical companies over the next 5 to 10 years [7].

Core Insights - The A-share market has seen a significant rally in innovative drug concept stocks, with notable increases in share prices for several companies [1] Group 1: Stock Performance - Guangxi Shengtang (广生堂) experienced a rise of approximately 18% [2] - Shutaishen (舒泰神) increased by over 12% [2] - Jimin Health (济民健康) and Anglikang (昂利康) both hit the 10% daily limit up [2] - Huahai Pharmaceutical (华海药业) rose by over 9% [2] - Frontier Biologics (前沿生物) increased by over 8% [2] - Hanyu Pharmaceutical (翰宇药业) saw a rise of over 7% [2] - Saily Medical (塞力医疗) and Jiuzhou Pharmaceutical (九洲药业) both increased by over 6% [2] Group 2: Market Capitalization and Year-to-Date Performance - Guangxi Shengtang has a market capitalization of 19.2 billion with a year-to-date increase of 269.02% [2] - Shutaishen has a market capitalization of 17.3 billion with a year-to-date increase of 389.07% [2] - Jimin Health has a market capitalization of 5.76 billion with a year-to-date increase of 61.56% [2] - Anglikang has a market capitalization of 8.31 billion with a year-to-date increase of 213.50% [2] - Huahai Pharmaceutical has a market capitalization of 31.4 billion with a year-to-date increase of 18.92% [2] - Frontier Biologics has a market capitalization of 5.544 billion with a year-to-date increase of 51.64% [2] - Hanyu Pharmaceutical has a market capitalization of 19.2 billion with a year-to-date increase of 68.35% [2] - Saily Medical has a market capitalization of 5.628 billion with a year-to-date increase of 270.91% [2] - Jiuzhou Pharmaceutical has a market capitalization of 18.5 billion with a year-to-date increase of 56.50% [2]

Core Viewpoint - The innovative drug concept stocks experienced a significant surge in early trading on October 15, with several companies reaching their daily price limits and notable increases in stock prices [1]. Group 1: Stock Performance - Angli康 reached the daily limit up, indicating strong investor interest [1]. - Guangshengtang saw a rise of over 10%, with a notable increase of 14.41% in its stock price [2]. - Other companies such as Saili Medical, Shutaishen, Rongchang Bio, and Lianhuan Pharmaceutical also experienced substantial gains, contributing to the overall positive trend in the innovative drug sector [1]. Group 2: Notable Stock Increases - Guangshengtang (300436) reported a stock increase of 116.94%, with a rise of 14.41% [2]. - Pinlikang (002940) increased by 41.20%, with a rise of 10.01% [2]. - Saili Medical (603716) saw a 27.12% increase, with an 8.35% rise [2]. - Shutaishen (300204) experienced a 34.77% increase, with a 7.88% rise [2]. - Jimin Health (603222) rose by 10.64%, with a 6.72% increase [2]. - Lianhuan Pharmaceutical (600513) increased by 20.21%, with a 6.37% rise [2]. - Rongchang Bio (688331) saw a 97.06% increase, with a 6.31% rise [2]. - Zhendong Pharmaceutical (300158) increased by 6.95%, with a 5.95% rise [2]. - Kangchen Pharmaceutical (035500) rose by 48.68%, with a 4.91% increase [2]. - Maiwei Niwu-U (688062) saw a 46.58% increase, with a 4.86% rise [2].

Market Overview - The A-share market experienced a slight increase with the Shanghai Composite Index rising by 0.1% to 3869.25 points, while the Shenzhen Component Index remained flat and the ChiNext Index increased by 0.22% [1] - The total trading volume in the A-share market reached 1.28 trillion yuan [1] Economic Indicators - The National Bureau of Statistics reported that the Consumer Price Index (CPI) rose by 0.1% month-on-month in September, while it decreased by 0.3% year-on-year. The core CPI, excluding food and energy, increased by 1.0% year-on-year, marking the fifth consecutive month of growth [3] - The Producer Price Index (PPI) remained flat month-on-month and decreased by 2.3% year-on-year, with the decline narrowing by 0.6 percentage points compared to August [3] Manufacturing Sector - The State Taxation Administration revealed that tax reductions and refunds supporting the manufacturing sector amounted to 1.2925 trillion yuan in the first eight months of the year [3] - Manufacturing sales revenue grew by 4.7% year-on-year in the first three quarters, accounting for 29.8% of total sales revenue across all enterprises [3] Pharmaceutical Sector - The pharmaceutical sector saw significant gains, with stocks like Sunflower and Guangsheng Tang hitting the daily limit of 20% increase, while Shutai Shen and Toukeng Life rose over 10% [4] - The "innovation + internationalization" trend in the innovative drug industry remains strong, with ongoing policy support expected to enhance global competitiveness and commercial profitability [5] Company Highlights - Guangsheng Tang's innovative drug GST-HG141 for hepatitis B is the first of its kind to enter Phase III trials globally, representing a breakthrough in treatment options [8] - Shutai Shen focuses on infectious diseases and has two products, STSP-0601 and BDB-001, included in the breakthrough therapy designation by the CDE [8] - Anglikang is investing in the production of 8000 tons of amoxicillin and 2000 tons of ampicillin, which is expected to enhance its cost advantages in penicillin-based formulations [8] - Frontier Bio is advancing the development of a new long-acting HIV treatment and is strategically positioning itself in high-end generics and medical devices [9]

Market Overview - On October 15, the market experienced fluctuations, with the Shanghai Composite Index rising by 0.1%, the Shenzhen Component Index remaining flat, and the ChiNext Index increasing by 0.22%. The half-day trading volume exceeded 1.28 trillion yuan [1]. Sector Performance - The market showed a mixed performance with notable activity in sectors such as pharmaceuticals, domestic software, and consumer goods. The domestic software sector rebounded strongly, with stocks like Jiuqi Software and Geer Software hitting the daily limit. The innovative drug sector also saw significant gains, with stocks like Angli Kang and Yatai Pharmaceutical reaching their daily limits [2][4]. Domestic Software Sector - The domestic software sector saw a notable rise, with Geer Software and Jiuqi Software both hitting the daily limit. Other companies like Pinming Technology and Haocen Software also experienced substantial increases, with Haocen Software rising by 15% [2][3]. EDA Software Development - The launch of two domestically developed EDA (Electronic Design Automation) software products by Wuhan Qiyunfang Technology Co., a subsidiary of Xinkailai, is seen as a milestone for China's semiconductor and electronic software autonomy. The domestic EDA market currently has a localization rate of less than 20%, dominated by overseas giants. The new products reportedly improve performance by 30% and reduce hardware development cycles by 40% [4]. Innovative Drug Sector - The innovative drug sector showed strong performance, with several stocks reaching their daily limits. Notable mentions include Guangsheng Tang, which rose by 20%, and Shutaishen, which increased by 14.4% [5][7]. - Recent approvals for clinical trials of multiple injectable drugs by Heng Rui Pharmaceutical are expected to boost the sector. Analysts suggest that the recent market pullback in pharmaceuticals presents a buying opportunity, with expectations of a recovery in innovative drug research and development [7]. Investment Outlook - Analysts remain optimistic about the long-term growth of the innovative drug sector, highlighting the trend of innovative drugs entering overseas markets. The end of the year is anticipated to see a surge in business development (BD) activities, which could lead to significant opportunities for investors [7].

Core Viewpoint - The pharmaceutical sector experienced a strong rally on the 15th, with notable stocks such as Sunflower reaching a 20% limit up, and Guangsheng Tang and Shutaishen seeing increases of over 17% and nearly 12% respectively [1] Market Performance - Following the National Day holiday, the market continued its pre-holiday trend, primarily driven by technology stocks, while the pharmaceutical sector faced some capital outflow and exhibited relatively volatile performance [1] - Short-term adjustments in the pharmaceutical sector are attributed to profit-taking by investors and limited catalysts, alongside heightened risk aversion due to escalating China-U.S. trade tensions [1] Investment Recommendations - Despite the short-term volatility, the main logic of the innovation trend remains intact, with ongoing developments in new target research, clinical data releases, and cross-border business development [1] - It is recommended to selectively increase positions in high-quality stocks that have key data readout catalysts, potential significant business development transactions, and global growth potential [1] - In light of the long-term complexities of China-U.S. relations, it is advisable to actively select domestic demand sectors with low valuation levels, good chip structures, and stable fundamental recovery for appropriate allocation [1]