国浩律师（杭州）事务所 贝达药业 2025 年第一次临时股东大会法律意见书 国浩律师（杭州）事务所 关于 贝达药业股份有限公司 2025 年第一次临时股东大会 的 法律意见书 地址：杭州市上城区老复兴路白塔公园 B 区 2 号、15 号国浩律师楼 邮编：310008 Grandall Building, No.2＆No.15, Block B, Baita Park, Old Fuxing Road, Hangzhou, Zhejiang 310008, China 电话/Tel: (+86)(571) 8577 5888 传真/Fax: (+86)(571) 8577 5643 电子邮箱/Mail：grandallhz@grandall.com.cn 网址/Website：http://www.grandall.com.cn 二〇二五年九月 国浩律师（杭州）事务所 贝达药业 2025 年第一次临时股东大会法律意见书 国浩律师（杭州）事务所 关于 贝达药业股份有限公司 2025 年第一次临时股东大会的法律意见书 致：贝达药业股份有限公司 国浩律师（杭州）事务所（以下简称本所）接受贝达药业股份有限公司（以 下简 ...

Core Viewpoint - The article discusses the challenges faced by Betta Pharmaceuticals, particularly the decline in profitability and the impact of product competition on its financial health, leading to a liquidity crisis and the need for a third attempt at an IPO in Hong Kong [6][14]. Financial Performance - In the first half of 2025, Betta Pharmaceuticals reported a revenue of 1.731 billion yuan, a year-on-year increase of 15.37%, but the net profit dropped by 37.53% to 140 million yuan, indicating a dangerous trend of "increased revenue without increased profit" [7][10]. - The second quarter of 2025 saw a significant decline in profitability, with a revenue of 814 million yuan corresponding to a net profit of 39.808 million yuan, a staggering year-on-year decrease of 68.36% [7][10]. Product Challenges - The core product, Camrelizumab (凯美纳), has seen a cumulative price drop of 54% due to multiple rounds of medical insurance negotiations and is facing competition from generics after its patent expiration in 2023, leading to stagnation in growth [6][8]. - Another key product, Ensartinib (贝美纳), is under pressure with a 71% price reduction and competition from five similar products in the European market, resulting in declining gross margins [8][9]. - The third-generation EGFR inhibitor, Bafetinib (贝福替尼), has not met sales expectations, with first-half sales failing to reach the disclosure threshold of 173 million yuan, significantly below the market expectation of 1 billion yuan [8][9]. Research and Development (R&D) Issues - Betta Pharmaceuticals has reduced its R&D investment from 700 million yuan in 2022 to 500 million yuan in 2024, with only 226 million yuan spent in the first half of 2025, a year-on-year decrease of 10.4% [9][15]. - The R&D team size has halved from 647 to 327, contrasting sharply with the industry trend where A-share innovative pharmaceutical companies increased R&D investment by 18% in the same period [9][15]. Cash Flow and Debt Situation - The company's operating cash flow has deteriorated, with a net cash flow from operating activities of 445 million yuan in the first half of 2025, a decline of 14.7% year-on-year [10][11]. - As of June 2025, current liabilities exceeded current assets by 398 million yuan, resulting in a current ratio of only 0.77, indicating significant short-term debt repayment pressure [10][11]. IPO Attempts and Market Conditions - Betta Pharmaceuticals announced its third attempt at an IPO in September 2025, aiming to issue up to 15% of its total shares, with the primary goal of alleviating liquidity issues [14][16]. - The previous two IPO attempts in 2021 were unsuccessful due to deteriorating financial conditions and market sentiment, with the second application expiring in June 2022 [13][14]. Industry Context - The challenges faced by Betta Pharmaceuticals reflect broader issues within the Chinese innovative pharmaceutical sector, including price controls, intensified competition, and a decline in new drug applications [14][15]. - The article highlights the need for companies to adapt by focusing on new global targets and improving cost control to survive in a competitive landscape [15][16].

Core Viewpoint - Bidda Pharmaceutical is planning to issue H-shares and apply for listing on the Hong Kong Stock Exchange to enhance its capital strength and competitiveness, while also advancing its internationalization process [1] Group 1: Financial Performance - For the first half of 2025, Bidda Pharmaceutical reported revenue of 1.731 billion yuan, a year-on-year increase of 15.37%, but the net profit attributable to shareholders dropped by 37.53% to 140 million yuan, marking the first half-year profit decline since 2022 [2] - The company's second-quarter performance showed a revenue of 814 million yuan, a slight increase of 6.39%, while net profit fell significantly by 68.36% to 39.81 million yuan [2] Group 2: Debt and Financial Pressure - Bidda Pharmaceutical is facing financial pressure, with current assets of 1.359 billion yuan against current liabilities of 1.757 billion yuan as of mid-2023, resulting in a cash and cash equivalents balance of 527 million yuan [4] - The company has an outstanding payment of 180 million yuan to Yifang Bio for a milestone payment related to a lung cancer drug project, which has been overdue for nearly two years [3] - As of the first half of 2025, the total accounts payable amounted to 580 million yuan, with 180 million yuan being overdue payments to Yifang Bio [3] Group 3: Research and Development - Bidda Pharmaceutical's R&D investment has been declining, dropping from 700 million yuan in 2022 to 500 million yuan in 2024, with only 255 million yuan spent in the first half of 2025, a slight decrease of 0.63% year-on-year [3]

Core Viewpoint - Betta Pharmaceuticals is making a third attempt to list on the Hong Kong Stock Exchange (HKEX) after two previous unsuccessful attempts in 2021, raising questions about its ability to pass HKEX scrutiny and achieve its listing goals [1][2]. Group 1: Company Overview - Betta Pharmaceuticals focuses on innovative drug research and development, integrating R&D, production, and marketing [2]. - The company has eight marketed products targeting various cancers, including lung, kidney, and breast cancer [2]. - Betta Pharmaceuticals was listed on the Shenzhen Stock Exchange in 2016 [2]. Group 2: Financial Performance - In the first half of 2025, Betta Pharmaceuticals reported a revenue of 1.731 billion yuan, a year-on-year increase of 15.37%, but net profit fell by 37.53% to 140 million yuan [2][3]. - The second quarter of 2025 saw a significant net profit decline of 68.36%, marking the first instance of a year-on-year decrease in net profit since 2023 [2]. Group 3: Cost Structure - The decline in net profit is attributed to increased depreciation and amortization expenses [3]. - R&D expenses decreased by 10.40% to 226 million yuan, while sales expenses rose by 13.34% to 594 million yuan [3]. Group 4: Financial Pressure - As of June 30, 2025, Betta Pharmaceuticals had current assets of 1.359 billion yuan, which is lower than current liabilities of 1.757 billion yuan, indicating short-term solvency issues [4]. - The net cash flow from operating activities was 445 million yuan, a decrease of 14.70% year-on-year, highlighting liquidity challenges [4]. Group 5: Debt Issues - Betta Pharmaceuticals has an outstanding payment of 180 million yuan to Yifang Bio for a collaboration agreement, with some payments overdue for over two years [4][5]. - The company has marked the reason for the unpaid amount as "not yet settled," indicating ongoing disputes [5]. Group 6: Product Dependency - The company's net profit margin dropped to 7.55%, down from 14.40% in the previous year, largely due to high dependency on core products and a lack of new product support [6]. - The main revenue drivers are two products, Kai Mei Na and Bei Mei Na, which have historically contributed significantly to revenue [6]. Group 7: Market Competition - The third-generation EGFR inhibitor, Sai Mei Na, has not performed as expected in the market, with sales failing to meet the threshold of 10% of total revenue [7]. - New products like Kang Mei Na and Ao Fu Min face stiff competition from established players, limiting their potential revenue contributions [8]. Group 8: Future Outlook - The company aims to use the funds raised from the IPO for R&D, potential acquisitions, and expanding its marketing network [5]. - The ability of Betta Pharmaceuticals to navigate current challenges and achieve its IPO goals remains a focal point for market observers [8].

Group 1 - The cell immunotherapy sector experienced a decline of 2.75%, ranking among the top losers in the concept sector, with ST Zhongzhu hitting the daily limit down [1] - Major stocks within the cell immunotherapy sector that saw significant declines include Zhaoyan New Drug, Jimin Health, and Boteng Co., with respective drops of 6.04%, 5.45%, and 5.34% [1][2] - The sector faced a net outflow of 1.61 billion yuan from main funds, with 48 stocks experiencing outflows, and six stocks seeing outflows exceeding 100 million yuan, led by Hengrui Medicine with a net outflow of 293 million yuan [2] Group 2 - The top gainers in today's concept sectors included the SMIC concept with a rise of 1.22% and the National Big Fund holding with an increase of 1.08% [2] - The main inflows were observed in stocks such as Betta Pharmaceuticals, Chutian Technology, and Rongchang Bio, with net inflows of 35.97 million yuan, 21.30 million yuan, and 14.08 million yuan respectively [4] - The overall market sentiment reflected a mixed performance across various sectors, with notable declines in the Huawei Pangu and MLOps concepts, down 3.69% and 3.31% respectively [2]

Core Insights - The article highlights the entrepreneurial journey of Ding Lieming, chairman of Betta Pharmaceuticals, over the past 20 years, emphasizing the company's growth and its role in the biopharmaceutical industry in China [1] Company Overview - Betta Pharmaceuticals was established in 2006 in Linping District, Hangzhou, which significantly accelerated its clinical research and development processes [1] - The company has emerged as a leader in the biopharmaceutical sector, notably contributing to the development of China's first chemical targeted anti-cancer drug, Kaimena, breaking the technological monopoly of foreign pharmaceutical giants [1] Industry Development - Linping District has developed a biopharmaceutical industry cluster led by Betta Pharmaceuticals, including companies like Deshi Bio, Zhonghan Bio, Hu Qingyu Tang, and Baicheng Pharma [1] - By 2024, Linping District is projected to have 802 industrial enterprises above designated size, achieving an industrial output value of 1,760.02 billion yuan and an industrial added value of 447.53 billion yuan [1] - High-tech industries are expected to account for 84.04% of the district's industrial added value, indicating a strong focus on innovation and technology [1] Innovation and Support Systems - Linping District aims to build a comprehensive support system for major scientific and technological innovation platforms, inspired by the entrepreneurial innovation of Betta Pharmaceuticals [1] - The district is implementing digital reforms, reconstructing approval processes, and optimizing resource allocation to stimulate entrepreneurship and innovation among enterprises and talents [1]

Company Overview - Beida Pharmaceutical Co., Ltd. is located in Hangzhou, Zhejiang Province, established on January 7, 2003, and listed on November 7, 2016. The company primarily engages in the research, production, and sales of pharmaceuticals, with 99.10% of its revenue coming from drug sales and 0.90% from other sources [1]. Stock Performance - As of September 22, Beida Pharmaceutical's stock price decreased by 2.01%, trading at 65.72 CNY per share, with a total market capitalization of 27.651 billion CNY. The stock has increased by 22.31% year-to-date but has seen a decline of 6.38% over the last five trading days and 9.69% over the last 20 days [1]. - The company experienced a net outflow of 15.2774 million CNY in principal funds, with significant selling pressure observed [1]. Financial Performance - For the first half of 2025, Beida Pharmaceutical reported a revenue of 1.731 billion CNY, representing a year-on-year growth of 15.37%. However, the net profit attributable to shareholders decreased by 37.53% to 140 million CNY [2]. Shareholder Information - As of June 30, 2025, the number of shareholders increased to 32,100, a rise of 9.97%. The average number of circulating shares per person decreased by 9.08% to 13,064 shares [2]. - The company has distributed a total of 669 million CNY in dividends since its A-share listing, with 184 million CNY distributed over the past three years [3]. Institutional Holdings - As of June 30, 2025, notable institutional shareholders include E Fund's ChiNext ETF, which holds 6.3678 million shares (a decrease of 107,600 shares), and China Europe Medical Health Mixed A, which is a new shareholder with 4.3513 million shares [3].

第四届董事会第二十七次会议决议公告 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。 一、董事会会议召开情况 1、本次董事会由董事长丁列明先生召集，会议通知于 2025 年 9 月 12 日以电 话、邮件等形式送达全体董事，董事会会议通知中包括会议的相关材料，同时列 明了会议的召开时间、地点、内容和方式。 2、本次董事会于 2025 年 9 月 19 日在公司杭州总部行政大楼十五楼会议室召 开，采取现场会议和电话会议结合的方式现场投票表决。 证券代码：300558 证券简称：贝达药业 公告编号：2025-065 贝达药业股份有限公司 同意董事会授权丁列明先生全权办理本次联席公司秘书、授权代表的聘任事 宜，包括但不限于前期磋商、定价、签署聘任协议等，并可根据需要调整上述人 1 选。公司聘任的《香港上市规则》下的联席公司秘书及授权代表的任期自公司本 次发行的 H 股股票在香港联交所上市之日起生效。公司聘任香港《公司条例》下 的授权代表的任期自聘任协议签署之日起生效。 本议案已提前经过公司董事会提名委员会审议通过。 3、本次董事会应到 12 人，实际出席会议人数 12 ...

Core Viewpoint - Bidar Pharmaceuticals is making its third attempt to list on the Hong Kong Stock Exchange, facing significant financial pressures and reliance on its core product, Camrelizumab, for revenue generation [1][2][4]. Group 1: Company Background - Bidar Pharmaceuticals, listed on the Shenzhen Stock Exchange since 2016, has become a representative enterprise in the domestic innovative drug sector [2]. - The company has eight listed drugs, focusing on areas such as lung cancer, kidney cancer, and breast cancer [1]. Group 2: Financial Performance - In the first half of 2025, Bidar achieved revenue of 1.731 billion yuan, a year-on-year increase of 15.37%, but its net profit dropped by 37.53% to 140 million yuan [3]. - Historical revenue growth from 2021 to 2024 shows fluctuations in net profit, with figures of 383 million, 145 million, 348 million, and 403 million yuan respectively [3]. Group 3: Financial Challenges - As of June 30, 2025, the company had cash reserves of 527 million yuan, with current liabilities reaching 1.757 billion yuan, indicating significant short-term debt pressure [4]. - Bidar has overdue payments of 180 million yuan to its partner, Yifang Bio, which has led to the latter recognizing bad debt provisions of 18 million yuan [4]. Group 4: Research and Development - The company has maintained high R&D expenditures, with amounts of 861 million, 977 million, 1.002 billion, and 717 million yuan from 2021 to 2024, often exceeding 40% of revenue [5]. - In the first half of 2025, Bidar invested 299 million yuan in various ongoing projects, including Ensartinib and other candidates [5]. Group 5: Market Context - The push for H-share listing is part of a broader trend among innovative drug companies in China seeking to access international capital markets [5]. - Successful H-share listings can enhance a company's risk resilience and brand influence, as seen with other companies like Hengrui Medicine and Kexing Pharmaceutical [5].

Core Viewpoint - Benda Pharmaceutical's stock has experienced fluctuations, with a year-to-date increase of 26.74% but a recent decline of 5.31% over the past five trading days [1] Financial Performance - As of June 30, Benda Pharmaceutical reported a revenue of 1.731 billion yuan for the first half of 2025, representing a year-on-year growth of 15.37% [2] - The company's net profit attributable to shareholders was 140 million yuan, showing a significant decrease of 37.53% compared to the previous period [2] Stock Market Activity - On September 17, Benda Pharmaceutical's stock price was 68.10 yuan per share, with a trading volume of 165 million yuan and a turnover rate of 0.57% [1] - The total market capitalization of the company stood at 28.652 billion yuan [1] - The net outflow of main funds was 5.9614 million yuan, with large orders showing a buy of 38.5116 million yuan and a sell of 39.5442 million yuan [1] Shareholder Information - As of June 30, the number of shareholders increased to 32,100, a rise of 9.97% from the previous period [2] - The average number of circulating shares per shareholder decreased by 9.08% to 13,064 shares [2] - The top ten circulating shareholders included new entrants such as China Europe Medical Health Mixed A and South China CSI 500 ETF [3]