本所及经办律师依据《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》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，遵循了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，本所律师独立、客观、公正地审查了公司本次股东会 的有关文件和材料，并遵循审慎性及重要性原则。本所律师得到公司如下保证， 法律意见书 致：北京北陆药业股份有限公司 北京市中伦律师事务所（以下简称"本所"）作为北京北陆药业股份有限公司 （以下简称"公司"）的常年法律顾问，受公司委托，指派律师出席公司2025年第 三次临时股东会（以下简称"本次股东会"）。本所律师根据《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》"）《上市公司股东会规则》等相关法律、法规、规范性文件及《北京北 陆药业股份有限公司章程》（以下简称"《公司章程》"）的规定，对本次股东会 进行见证并出具法律意见。 ...

股票代码：300016 股票简称：北陆药业 公告编号：2025-107 北京北陆药业股份有限公司 2025年第三次临时股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 特别提示： 1、本次股东会无增加、变更、否决提案的情况； 2、本次股东会未涉及变更以往股东会已通过的决议。 一、会议召开和出席情况 1 5、召开方式：本次会议采取现场投票和网络投票相结合的方式 6、会议召开的合法、合规性：公司第九届董事会第四次会议审议通过了 《关于召开 2025 年第三次临时股东会的议案》，本次股东会会议的召开符合 有关法律、行政法规、部门规章、规范性文件和《公司章程》等规定。 1、会议召开的日期和时间： （1）现场会议召开时间为：2025年10月14日（星期二）下午14：30 （2）网络投票时间为：通过深圳证券交易所交易系统进行网络投票的具 体时间为2025年10月14日9：15—9：25、9：30—11：30、13：00—15：00； 通过深圳证券交易所互联网投票系统投票的时间为2025年10月14日上午9：15 至下午15：00期间的任意时间。 2、召开地点 ...

股票代码：300016 股票简称：北陆药业 公告编号：2025-106 北京北陆药业股份有限公司 关于召开2025年第三次临时股东会的提示性公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚 假记载、误导性陈述或重大遗漏。 北京北陆药业股份有限公司（以下简称"公司"）于2025年9月27日在巨 潮资讯网发布了《关于召开2025年第三次临时股东会的通知》，为进一步保护 投资者的合法权益，方便公司股东行使股东会表决权，现将股东会的有关事项 提示如下： 一、召开会议的基本情况 通过深圳证券交易所互联网投票系统投票的时间为2025年10月14日上午9：15 至下午15：00期间的任意时间。 5、召开方式：本次会议采取现场投票和网络投票相结合的方式 （1）现场投票：包括本人出席及通过填写授权委托书授权他人出席。 1、股东会届次：2025年第三次临时股东会 2、会议召集人：公司董事会 3、会议召开的合法、合规性：公司第九届董事会第四次会议审议通过了 《关于召开2025年第三次临时股东会的议案》，本次股东会会议的召开符合有 关法律、行政法规、部门规章、规范性文件和《公司章程》等规定。 4、会议召开的日期 ...

Core Viewpoint - The capital operations of Beilu Pharmaceutical, involving significant shareholder sell-offs and a planned private placement, raise questions about the underlying logic and potential market implications [1][2][3] Group 1: Shareholder Actions - Major shareholders, including Chongqing Three Gorges Paint Co., Ltd., have been actively reducing their stakes, with plans to sell up to 9.7 million shares, representing 1.98% of total shares [1] - From March 25 to June 19, 2025, Chongqing Three Gorges Paint reduced its holdings by 2.9988 million shares, decreasing its ownership from 8.23% to 7.59%, resulting in approximately 22 million yuan in cash [1] - The actual controller, Wang Daixue, also sold 7.3783 million shares in July 2025 for nearly 60 million yuan, following a previous sale of 9.7893 million shares in 2023 for over 66 million yuan [2] Group 2: Private Placement Details - Beilu Pharmaceutical announced plans to raise up to 300 million yuan through a simplified procedure for a private placement, aimed at funding the construction of a pharmaceutical production workshop and upgrading raw material production lines [1] - The pricing for the private placement has not been finalized but will be set at no less than 80% of the average price over the 20 trading days prior to the issuance date, raising concerns about potential arbitrage opportunities if the placement price is lower than the recent sell-off prices [2] - Historical context shows that in 2015, Beilu's private placement price was 12.9 yuan per share, while the market price remained above 15 yuan, leading to significant unrealized gains for participating shareholders [2]

Core Viewpoint - Beilu Pharmaceutical plans to raise up to 300 million yuan through a simplified procedure for a private placement of shares, with the funds allocated for specific projects and working capital [1][2]. Group 1: Fundraising Details - The total amount to be raised is capped at 30,000,000 yuan, which will be used for the "Luzhibao Chemical Drug Production Workshop and Intelligent Comprehensive Warehouse Project," a 100-ton iodinated contrast agent production line upgrade, a 50-ton iodinated alcohol raw material drug production line upgrade, and to supplement working capital [1]. - The issuance will be limited to no more than 35 specific investors, including qualified institutional investors and other eligible entities as per the regulations of the China Securities Regulatory Commission (CSRC) [2]. - The pricing benchmark for the shares will be set at no less than 80% of the average trading price over the 20 trading days prior to the pricing date [2]. Group 2: Issuance Conditions - The number of shares to be issued will be determined by dividing the total fundraising amount by the issuance price, with a maximum limit of 30% of the company's total share capital prior to the issuance [3]. - Shares acquired through this issuance will be subject to a six-month lock-up period post-issuance [3]. - The issuance is contingent upon approval from the Shenzhen Stock Exchange and registration consent from the CSRC [1][3]. Group 3: Previous Financing Activities - In 2020, Beilu Pharmaceutical issued convertible bonds with a total face value of up to 500 million yuan, with a net fundraising amount of approximately 489.22 million yuan after deducting related expenses [4]. - The bonds were issued at a face value of 100 yuan each, totaling 5 million bonds, and the issuance was approved by the CSRC [4].

Group 1 - Baiyun Airport announces joint investment with China Duty Free Group to establish a duty-free company with a registered capital of 45 million yuan, where China Duty Free Group holds 51% [3] - Dongxing Medical plans to acquire 90% stake in Wuhan Yijiaobao, a high-tech company focused on orthopedic and biomedical materials [4] - Fosun Pharma's subsidiary plans to transfer 100% stake in Shanghai Clone to enhance asset operation efficiency, with a transaction value of up to 1.256 billion yuan [5] Group 2 - Hengxing Technology's subsidiary is awaiting approval for the extension of mining license for Longtoushan Gold Mine, with exploration activities ongoing [6] - New Sai Co. announces resignation of its general manager Chen Jianjiang due to work adjustments [7] - Hailiang Co. is planning to issue H-shares and list on the Hong Kong Stock Exchange, with details yet to be finalized [8] Group 3 - Zhejiang University Network plans to sell 48.6 million shares of Wanliyang, expecting a transaction amount of 475 million yuan [9] - Huazhong Precision terminates the issuance of A-shares to specific targets, affecting a control acquisition [10] - Jiaze New Energy states that its green chemical business is not yet commercially viable, with no significant impact on revenue or profit in the short term [11] Group 4 - Hailan Home plans to issue H-shares and list on the Hong Kong Stock Exchange, with discussions ongoing with intermediaries [12] - Hongfuhang intends to invest up to 1.128 billion yuan in a joint venture to build a photovoltaic energy storage project in Congo [13] - Zhongchuang Zhiling plans to invest 5 billion yuan in a new energy vehicle parts industrial base and R&D center [14] Group 5 - Haitai Development's subsidiary signs a property sale contract worth 440 million yuan, expected to increase profits by approximately 62.86 million yuan in 2025 [15] - Dongjie Intelligent's overseas subsidiary secures a procurement order worth approximately 180 million yuan, representing 22.3% of its audited revenue for 2024 [17] - Zhiguang Electric's subsidiary signs a procurement contract worth 164 million yuan for energy storage systems [18] Group 6 - ST Songfa's subsidiary signs a shipbuilding contract for four VLCCs, with a contract value between 400 million to 600 million USD [19] - Huaguang Huaneng signs a sales contract for waste heat boilers worth 160 million yuan for a power plant project in Cambodia [20] - Yousheng Co. receives a project notification from a German automaker, with total sales expected to reach approximately 2.3 billion yuan [24] Group 7 - Zai Sheng Technology's controlling shareholder plans to reduce holdings by up to 3% [25] - Compton plans to reduce holdings of repurchased shares by up to 1% [26] - Aored plans to reduce holdings of repurchased shares by up to 1.29% [27] Group 8 - Xianhe Co. plans to raise up to 3 billion yuan through a private placement for a new materials project [34] - Guanshi Technology plans to raise up to 700 million yuan for photomask manufacturing and other projects [33] - Beilu Pharmaceutical plans to raise up to 300 million yuan for production facility upgrades and working capital [34]

Major Events - Baiyun Airport announced a joint investment with China Duty Free Group to establish a duty-free company at Guangzhou Baiyun Airport with a registered capital of 45 million yuan, where China Duty Free will contribute 22.95 million yuan for a 51% stake [4] - Dongxing Medical plans to acquire 90% of Wuhan Yijiaobao's equity for cash, which is expected to constitute a major asset restructuring [5] - Fosun Pharma's subsidiary is planning to transfer 100% of Shanghai Clon to enhance asset operation efficiency, with a transaction value of up to 1.256 billion yuan [7] - Hengxing Technology's subsidiary is undergoing a review for the extension of mining license for Longtoushan Gold Mine, with exploration activities ongoing [8] - New Sai Co.'s general manager Chen Jianjiang resigned due to work adjustments [9] - Hailiang Co. is planning to issue H-shares and list on the Hong Kong Stock Exchange, with details yet to be finalized [10] - Zhejiang University Net announced plans to sell 48.6 million shares of Wanliyang, expecting a transaction amount of 475 million yuan [11] - Huazhong Precision terminated its plan to issue A-shares to specific investors, which also halts the acquisition of control by a third party [12] - Jiazhe New Energy stated that its green chemical business is not yet commercially viable [13] Significant Contracts - Haitai Development's subsidiary signed a property sale contract worth 440 million yuan, expected to increase profits by approximately 62.86 million yuan in 2025 [18] - Dongjie Intelligent's overseas subsidiary received a procurement order worth approximately 180 million yuan, accounting for 22.3% of the company's audited revenue for 2024 [19][20] - Zhiguang Electric's subsidiary signed a procurement contract worth 164 million yuan for energy storage systems [21] - ST Songfa's subsidiary signed contracts for building four oil tankers, with a total value between 400 million to 600 million USD [22] - Huaguang Huaneng signed a sales contract for waste heat boilers worth 160 million yuan for a power plant project in Cambodia [23] - Keda Intelligent plans to issue H-shares and list on the Hong Kong Stock Exchange, with details still under discussion [24] Shareholding Changes - Zai Sheng Technology's controlling shareholder plans to reduce holdings by up to 3% [28] - Compton plans to reduce up to 1% of its repurchased shares [29] - Aorede plans to reduce up to 1.29% of its shares from the repurchased stock [30] - Yidian Tianxia's controlling shareholder plans to reduce up to 3% of its shares [31] - Huace Film's shareholders plan to transfer 3.6% of the company's shares through an inquiry transfer [32] Buybacks and Financing - Qibin Group obtained a special financing support of up to 90 million yuan for share repurchase [33] - CanSino plans to cancel 406,100 repurchased shares and reduce registered capital accordingly [35] Fundraising Initiatives - Xianhe Co. plans to raise up to 3 billion yuan through a private placement for a high-performance paper-based new materials project [36] - Guanshi Technology plans to raise up to 700 million yuan for photomask manufacturing and other projects [37] - Beilu Pharmaceutical plans to raise up to 300 million yuan for production line upgrades and working capital [38]

Core Viewpoint - Beilu Pharmaceutical (300016.SZ) plans to raise a total of no more than 300 million yuan through a simplified procedure for issuing shares to specific targets, which does not exceed 20% of the company's net assets at the end of the last fiscal year [1] Fundraising Details - The total amount of funds raised will not exceed 300 million yuan, including the principal amount [1] - The net proceeds from the fundraising, after deducting related issuance costs, will be fully invested in the construction of the Luzhibao chemical drug production workshop and intelligent comprehensive warehouse project, as well as the technical transformation project for a new 100-ton iodinated methyl propyl and 50-ton iodinated butanol raw material production line, and to supplement working capital [1]

Group 1 - North Lu Pharmaceutical announced a stock issuance plan approved by the 2024 annual general meeting, aiming to raise no more than 300 million yuan [1] - The stock issuance will target no more than 35 specific investors, with the issuance price set at no less than 80% of the average trading price over the previous 20 trading days [1] - The raised funds will be allocated to three main projects: approximately 234 million yuan for the construction of a pharmaceutical production workshop and smart warehouse, 39.86 million yuan for the renovation of a new production line for iodine-based raw materials, and 26.4 million yuan for working capital [1] Group 2 - As of the latest report, North Lu Pharmaceutical has a market capitalization of 4.9 billion yuan [2] - The company's revenue composition for 2024 indicates that 98.88% of its income will come from pharmaceutical production, while other business revenues will account for 1.12% [1]

Core Viewpoint - Beilu Pharmaceutical (300016.SZ) plans to issue shares to specific targets through a simplified procedure, aiming to raise no more than 300 million yuan for various projects and working capital [1] Group 1: Share Issuance Details - The company intends to issue shares to no more than 35 specific targets [1] - The issuance price will not be lower than 80% of the average trading price of the company's shares over the 20 trading days prior to the pricing benchmark [1] - The total number of shares issued will be determined by the total amount of funds raised divided by the issuance price, not exceeding 30% of the company's total share capital before the issuance [1] Group 2: Fund Utilization - The total amount raised from the share issuance will not exceed 300 million yuan, including the principal [1] - After deducting related issuance costs, the net proceeds will be fully invested in the construction of the Luzhibao pharmaceutical production workshop and intelligent comprehensive warehouse project [1] - Additional investments will be made in the technical transformation project for a new 100-ton iodinated methylpyrrolidone and 50-ton iodinated butanol raw material production line, as well as to supplement working capital [1]