江苏世纪同仁律师事务所关于 南京海辰药业股份有限公司2024年度股东大会的 法 律 意 见 书 南京海辰药业股份有限公司： 根据《中华人民共和国公司法》《中华人民共和国证券法》和中国证监会 发布的《上市公司股东会规则》等法律、法规和规范性文件以及《南京海辰药 业股份有限公司章程》（以下简称"《公司章程》"）的规定，本所受公司董 事会的委托，指派本律师出席公司 2024 年度股东大会，并就本次股东大会的召 集、召开程序、出席会议人员资格、召集人资格、表决程序以及表决结果的合 法有效性等事项出具法律意见。 为出具本法律意见书，本律师对本次股东大会所涉及的有关事项进行了审 查，查阅了相关会议文件，并对有关问题进行了必要的核查和验证。 本律师同意将本法律意见书随公司本次股东大会决议一并公告，并依法对 本法律意见书承担相应的责任。 本律师根据相关法律、法规和规范性文件的要求，按照律师行业公认的业 务标准、道德规范和勤勉尽责精神，出具法律意见如下： 一、关于本次股东大会的召集、召开程序和召集人资格 1.本次股东大会由董事会召集。2024 年 4 月 18 日，公司召开了第四届董事 会第二十次会议，决定于 2025 年 5 ...

证券代码：300584 证券简称：海辰药业 公告编号：2025-025 南京海辰药业股份有限公司 2024 年度股东大会决议公告 1、本次股东大会无否决议案的情形。 2、本次股东大会无涉及变更以往股东大会已通过决议的情形。 一、会议召开和出席情况 1、公司于2025年4月21日在巨潮资讯网（http://www.cninfo.com.cn）披 露了《关于召开2024年度股东大会通知公告》。 2、会议召开的方式：以现场投票和网络投票相结合的方式召开。 3、会议召开的日期、时间 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) 现场会议召开时间：2025年5月28日（星期三）下午14:00； (2) 网络投票时间：2025年5月28日； 其中，通过深圳证券交易所交易系统进行网络投票的时间为：2025年5月28 日（星期三）9:15-9:25、9:30-11:30、13:00-15:00；通过深圳证券交易所互 联网投票系统进行投票的具体时间为：2025年5月28日（星期三）9:15-15:00。 4、现场会议地点：公司会议中心三楼会议室，南京经济技 ...

Group 1 - The innovative drug concept stocks are experiencing a downturn, with several companies seeing declines of over 5% [1] - Notable companies affected include Sanofi, Haisun Pharmaceutical, Huisheng Biological, Rejing Biological, Haichuang Pharmaceutical, and Ruizhi Pharmaceutical [1] - Other companies such as Saiseng Pharmaceutical and Hasan Union are also following the downward trend [1]

Market Overview - The three major A-share indices collectively adjusted in the morning session, with the Shanghai Composite Index down 0.30%, the Shenzhen Component Index down 0.71%, and the ChiNext Index down 1.28% [1] - The total market turnover for the half-day was 661 billion, a decrease of 1 billion compared to the previous day, with 2,600 stocks in the market showing losses [1] Sector Performance - The controllable nuclear fusion, gaming, and beverage manufacturing sectors led the gains, while the innovative drug sector experienced the largest declines [2] - Notable stocks in the controllable nuclear fusion sector included Haohan Huadong (301137), Xue Ren Co., Ltd. (002639), and Rongfa Nuclear Power (002366), all hitting the daily limit [2] - Gaming stocks also performed well, with Youzu Network (002174) reaching the daily limit [2] - Beverage manufacturing stocks rebounded, with Junyao Health (605388) and Kuaijishan (601579) hitting the daily limit [2] - The autonomous driving sector showed strength, with Jinjiang Online (600650), Tongda Electric (603390), and Longzhou Co., Ltd. (002682) all reaching the daily limit [2] - The innovative drug sector saw significant declines, with Haichen Pharmaceutical (300584) dropping over 10%, and Hainan Hai Pharmaceutical (000566) and San Sheng Guojian also experiencing notable losses [2] Hotspot Overview - The nuclear power sector was highlighted as the strongest market focus, with 11 stocks hitting the daily limit and 5 stocks achieving consecutive limit-ups, including Shangwei Co., Ltd. and Zhongchao Holdings (002471) [7] - The military industry sector also saw 11 stocks hitting the daily limit, with 5 stocks achieving consecutive limit-ups [8] - The artificial intelligence sector had 9 stocks hitting the daily limit, with one stock achieving consecutive limit-ups [9] Key Developments - The controllable nuclear fusion sector is gaining attention following U.S. President Trump's recent executive orders aimed at launching the construction of 10 large nuclear power plants by 2030 and quadrupling the nuclear power capacity by 2050 [10] - The IP economy is also gaining traction, with stocks like Youzu Network and others seeing significant interest, particularly following the recent rise in the market value of Pop Mart in Hong Kong [11] - The autonomous driving sector is attracting capital, with recent funding rounds for companies like Jiushi Intelligent and New Stone Technology, indicating strong investor interest in this area [12]

Core Viewpoint - The A-share pharmaceutical sector is experiencing significant fluctuations, with notable declines in several companies' stock prices, indicating a broader market adjustment in this industry [1] Company Summary - Haichen Pharmaceutical has seen its stock price drop by over 10% [1] - Key competitors such as Keyuan Pharmaceutical and Tuoxin Pharmaceutical have also faced declines, with drops exceeding 8% [1] - Other companies in the sector, including Duori Pharmaceutical, Ruizhi Pharmaceutical, and Nuotai Biological, are also experiencing downward trends in their stock prices [1]

Market Overview - On May 23, the A-share market showed strong performance before noon but retreated in the afternoon, with the Shanghai Composite Index down 0.94% to 3348.37 points, the Shenzhen Component Index down 0.85% to 10132.41 points, and the ChiNext Index down 1.18% to 2021.50 points [2] - The total market turnover was 118.26 billion yuan, an increase of 42.9 billion yuan compared to the previous trading day [2] - Leading sectors included pharmaceuticals, automotive supply chains, and controllable nuclear fusion, while previously popular micro-cap stocks continued to adjust [2] Pharmaceutical Sector - The pharmaceutical sector experienced a strong surge, with leading innovative drug company Heng Rui Pharmaceutical listing on the Hong Kong Stock Exchange and seeing its stock price rise over 25%, boosting the entire innovative drug industry chain [3] - A-share pharmaceutical stocks rose against the trend, with companies like Hai Chen Pharmaceutical and Zhong Sheng Pharmaceutical hitting the daily limit, while Hua Sen Pharmaceutical and Cheng Da Pharmaceutical also saw gains [3] - Multiple innovative drug companies announced they would showcase their research results at the 2025 American Society of Clinical Oncology (ASCO) annual meeting from May 30 to June 3 [3] - The market's expectations for domestic innovative drugs going global were heightened following the news of a dual-antibody new drug licensing collaboration between Sanofi and Pfizer [3] - According to NextPharma, Chinese pharmaceutical companies completed 41 overseas licensing transactions in Q1 2025, totaling 36.9 billion USD, nearing the total for the entire year of 2023 [3] - From 2015 to 2024, China ranked first globally in the cumulative number of original innovative drugs developed [4] - Zhonghang Securities noted that the innovative drug industry is undergoing profound changes, with companies enhancing their core advantages and transitioning from followers to significant players in international competition [3] Micro-Cap Stocks - Micro-cap stocks initially performed well but began to adjust from mid-week, with high-profile stocks like Nanjing Port and Langsha experiencing significant fluctuations [5] - Wangzi New Materials gained attention from active market funds, achieving a limit-up on May 23 and recording five consecutive trading days of gains, effectively doubling in value [5] - According to Founder Securities, the dominance of micro-cap stocks has been a notable feature of the A-share market this year, with strong mean reversion properties observed in small-cap styles [5] - The outlook for the market suggests that the trend favoring micro-cap stocks may continue, supported by factors such as a stable capital market, ongoing economic transformation, and sustained liquidity [5]

Company Announcements - Weir Shares plans to issue H-shares and list on the Hong Kong Stock Exchange to accelerate international strategy and enhance overseas financing capabilities [1] - Zhongjin Gold's controlling shareholder plans to inject four companies, including Inner Mongolia Jintao, into the company to resolve competition issues [2] - Hanchuan Intelligent has filed a lawsuit against CATL and its subsidiaries for approximately 60.88 million yuan due to payment defaults [2] - Yunnan Copper intends to acquire a 40% stake in Liangshan Mining, with stock resuming trading on May 26 [3] - China Shenhua plans to acquire a 7.43% stake in China Energy Group Financial Company for 2.929 billion yuan [3] - Dike Co. intends to acquire 60% of Zhejiang Suote for 696 million yuan to control the Solamet photovoltaic silver paste business [4] - Jin Hua Co.'s chairman is under investigation for information disclosure violations, but it will not affect the company's operations [4] Financing and Investments - Heng Rui Pharmaceutical's H-shares will be listed on May 23, 2025, with a total issuance of 225 million shares at a price of 44.05 HKD per share [23] - Ningde Times' investment fund has increased to 10.128 billion yuan, with the company's stake reduced to 6.91% [8] - Intercontinental Oil and Gas expects to invest approximately 848 million USD in the Iraq South Basra project [9] - Keli Yuan plans to invest an additional 500 million yuan in a storage industry fund, increasing its total investment to 700 million yuan [10] Project Bids and Contracts - China Communications has won important rail transit projects totaling approximately 3.789 billion yuan [22] - Anhui Construction has received multiple project bids totaling over 2 billion yuan [22] Operational Updates - Zijin Mining's Kamoa-Kakula copper mine has suspended some underground mining operations due to seismic activity, potentially impacting future production [21] - Shaanxi Natural Gas will reduce pipeline transportation prices by 0.0386 yuan per cubic meter, expected to decrease net profit by approximately 222 million yuan in 2025 [20]

Market Performance - On May 23, major market indices experienced fluctuations and closed lower, with A-shares trading volume reaching 1.18 trillion yuan, and over 1,100 stocks closing higher, including 52 stocks hitting the daily limit [1] - For the week, the Shanghai Composite Index fell by 0.57%, the ChiNext Index dropped by 0.88%, and the STAR Market 50 Index decreased by 1.47% [1] Individual Stock Performance - Over 1,600 stocks rose this week, with 22 stocks gaining over 30%. Notably, six stocks surged over 50%, with the largest increase being 99.96% for Sanofi [1][2] - Other significant gainers included Huibo Yuntong (301316) and Binhai Energy (000695), both of which saw weekly increases exceeding 60% [1][2] Sector Analysis - Among the stocks that rose over 30%, the pharmaceutical and biological sector had six representatives, followed by light industry manufacturing with three stocks [1] Historical Highs - On May 23, 17 stocks reached historical closing highs, with the pharmaceutical and biological, mechanical equipment, and automotive sectors showing a concentration of high performers [3][4] - The average increase for stocks reaching historical highs was 8.20%, with notable gainers including Xintiandi (301277) and Zhongzhou Special Materials (300963) [3] Institutional Activity - On May 23, ten stocks saw net purchases from institutions, with Yixin Tang (002727) leading at a net buy of 102 million yuan [5][6] - Conversely, institutions sold off stocks such as Hongchuang Holdings (002379) and Tianqimo (002510), each experiencing net sales exceeding 50 million yuan [5][6] Northbound Capital Flow - Northbound capital was present in nine stocks on the trading board, with net purchases in three stocks: Xue Ren Shares (002639), Huibo Yuntong, and Jinlongyu (002882) [7] - Yixin Tang faced the highest net sell-off from northbound capital, totaling 68.98 million yuan [7] Company Announcements - Zhongjin Gold (600489) plans to inject four companies, including Inner Mongolia Jintao, into the company to resolve competition issues [8] - Huakang Clean (301235) won a bid for a healthcare project with a contract value of 60.24 million yuan and a duration of 120 days [8] - Weier Shares (603501) intends to issue H-shares and list on the Hong Kong Stock Exchange [9] - Yunchongma (603130) plans to raise no more than 640 million yuan for a project to produce DTY silk and high-performance leather base fabric [9]

| 300705 | 九典制 | 0.44 | 3.37 | 660.10 | 3.35 | | --- | --- | --- | --- | --- | --- | | | 药 | | | | | | 600572 | 康恩贝 | 0.68 | 1.45 | 627.79 | 3.76 | | 002349 | 精华制 | 0.81 | 2.27 | 571.95 | 4.13 | | | 药 | | | | | | 002004 | 华邦健 | 0.25 | 0.80 | 571.40 | 9.29 | | | 康 | | | | | | 688553 | 汇宇制 | 1.93 | 1.88 | 555.55 | 5.80 | | | 药 | | | | | | 300086 | 康芝药 | -0.39 | 3.88 | 517.25 | 5.87 | | | 业 | | | | | | 002907 | 华森制 | 3.77 | 5.14 | 493.67 | 2.10 | | | 药 | | | | | | 000908 | *ST景峰 | 1.19 | 2.66 | 475.12 | 3.98 | ...

Group 1 - The Helicobacter pylori concept sector increased by 1.28%, ranking fifth among concept sectors, with 48 stocks rising, including New World and Haisan Pharmaceutical reaching a 20% limit up [1] - Major gainers in the Helicobacter pylori sector included Zhongsheng Pharmaceutical, *ST Sailong, and others, with increases of 8.80%, 7.82%, and 3.77% respectively [1] - The sector saw a net inflow of 599 million yuan from main funds, with 34 stocks receiving net inflows, and five stocks exceeding 50 million yuan in net inflow [2] Group 2 - The top three stocks by net inflow in the Helicobacter pylori sector were Haisan Pharmaceutical (179 million yuan), Zhongsheng Pharmaceutical (177 million yuan), and Jiaoda Onlly (128 million yuan) [2] - The net inflow ratios for Zhongsheng Pharmaceutical, Jiaoda Onlly, and Haisan Pharmaceutical were 42.93%, 18.92%, and 15.92% respectively [3] - The overall performance of the Helicobacter pylori sector was supported by significant trading volumes, with Haisan Pharmaceutical achieving a turnover rate of 39.86% [3]