华泰联合证券有限责任公司 关于南京药石科技股份有限公司 2024 年度现场检查报告 4 （本页无正文，为《华泰联合证券有限责任公司关于南京药石科技股份有限公司 2024 年度现场检查报告》之签章页） 根据中国证监会《证券发行上市保荐业务管理办法》和《深圳证券交易所上 市公司自律监管指引第 13 号——保荐业务》等有关法律法规的要求，华泰联合 证券有限责任公司作为南京药石科技股份有限公司（以下简称"药石科技"或"公 司"）2022 年度向不特定对象发行可转换公司债券的保荐人，于 2025 年 4 月 27 日对南京药石科技股份有限公司 2024 年度有关情况进行了现场检查，报告如下： | 保荐机构名称：华泰联合证券有限责任公司 被保荐公司简称：药石科技 | | --- | | 保荐代表人姓名：唐澍 联系电话：025-83387726 | | 保荐代表人姓名：季李华 联系电话：025-83387680 | | 现场检查人员姓名：唐澍、谈琲 | | 现场检查对应期间：2024 年度 | | 现场检查时间：2025 年 4 月 27 日 | | 一、现场检查事项 现场检查意见 | | （一）公司治理 是 否 不适用 ...

Group 1 - Major shareholders of *ST WanFang plan to reduce their holdings by up to 9,341,596 shares, accounting for 3% of the company's total share capital from May 27 to August 25, 2025 [1] - Shareholders of Airo Energy intend to reduce their holdings by up to 800,000 shares, 800,000 shares, and 1,600,000 shares, representing 0.50%, 0.50%, and 1% of the company's total share capital respectively during the same period [1] - Anner plans to reduce its holdings by up to 3,186,159 shares, which is 1.5% of the company's total share capital, from May 27 to August 26, 2025 [1] Group 2 - Shareholders of Chuhuan Technology plan to reduce their holdings by up to 2,395,605 shares, accounting for 3% of the total share capital excluding repurchased shares from May 27 to August 26, 2025 [1] - Major shareholder of Dalian Technology intends to reduce their holdings by up to 4,189,336 shares, which is 0.99% of the company's total share capital from May 27 to August 26, 2025 [2] - Dongwei Technology's board members plan to reduce their holdings by a total of 2,574,857 shares, representing 0.8629% of the company's total share capital during the same period [2] Group 3 - Gann Li Pharmaceutical's shareholder has completed a reduction of 6,010,622 shares, which is 1% of the company's total share capital from April 22 to April 30, 2025 [2] - Guanshi Technology's board members plan to reduce their holdings by up to 359,375 shares, accounting for 0.4891% of the company's total share capital from May 27 to August 26, 2025 [2] - Guoguang Electric's shareholder has completed a reduction of 1,625,751 shares, which is 1.5% of the company's total share capital from April 25 to April 30, 2025 [2] Group 4 - Haili Biological's major shareholder has completed a reduction of 13,113,244 shares, representing 2% of the company's total share capital from April 15 to April 22, 2025 [3] - Hengfeng Information's board member has completed a reduction of 198,717 shares, which is 0.1207% of the company's total share capital on April 28, 2025 [3] - Hongwei Technology's shareholder plans to reduce their holdings by up to 820,000 shares, accounting for 0.39% of the company's total share capital from May 12 to August 11, 2025 [3] Group 5 - Huatai Medical's vice president has completed a reduction of 29,943 shares, which is 0.0308% of the company's total share capital from April 28 to April 29, 2025 [4] - Jilin Carbon Valley's major shareholder has completed a reduction of 4,989,160 shares, representing 0.8490% of the company's total share capital from April 25 to April 29, 2025 [4] - Jiahua Technology's shareholder plans to reduce their holdings by up to 1,160,000 shares, accounting for 1.50% of the company's total share capital from May 28 to August 25, 2025 [4] Group 6 - Jiangbo Long's shareholder plans to reduce their holdings by up to 4,159,815 shares, which is 1% of the company's total share capital from May 27 to August 26, 2025 [5] - Jiangshan Co. plans to reduce its holdings in Jiangtian Chemical by 4,330,800 shares, accounting for 3% of its total share capital from May 27 to August 26, 2025 [5] - Kairun Co.'s major shareholder plans to reduce their holdings by up to 9,000,000 shares, representing 2.43% of the total share capital excluding repurchased shares from May 27 to August 26, 2025 [5] Group 7 - Lianqi Technology's shareholders plan to reduce their holdings by a total of 18,717,374 shares, which is 2.96% of the total share capital excluding repurchased shares from May 27 to August 26, 2025 [9] - Zhongke Information's board members have completed a reduction of 698,914 shares, representing 0.2358% of the company's total share capital [9] - Zhongshi Co.'s major shareholder plans to reduce their holdings by up to 1,800,000 shares, accounting for 1.1527% of the company's total share capital from May 27 to August 26, 2025 [10]

| 证券代码：300725 | 证券简称：药石科技 | 公告编号：2025-031 | | --- | --- | --- | | 债券代码：123145 | 债券简称：药石转债 | | 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 特别提示： 持有本公司股份74.3753万股（占剔除已回购股份后总股本比例0.37%）的股东吴希 罕先生计划在2025年5月9日至2025年8月8日以集中竞价方式或大宗交易方式减持本公 司股份74.3753万股（占剔除已回购股份后总股本比例0.37%）。 一、股东情况 （一）股东名称：吴希罕 （二）股东持股数量：截至本公告披露日，吴希罕先生持有公司股份数74.3753万 股，占剔除已回购股份后总股本比例0.37%。 南京药石科技股份有限公司 关于公司股东减持股份的预披露公告 公司股东吴希罕保证向本公司提供的信息内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 （六）减持价格区间：根据减持时的二级市场价格及交易方式确定。 （七）股东承诺履行情况：截至本公告日，吴希罕先生严格遵守了《首次公开发 行股票并在创业板上市招股说明书》和《首次公开发行股票并在 ...

| 证券代码：300725 | 证券简称：药石科技 | 公告编号：2025-029 | | --- | --- | --- | | 债券代码：123145 | 债券简称：药石转债 | | 南京药石科技股份有限公司 第四届董事会第五次会议决议公告 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。 南京药石科技股份有限公司（以下简称"公司"）第四届董事会第五次会议 于2025年4月30日以书面审议会议文件、传签表决的方式召开。会议通知已于2025 年4月27日通过电子邮件方式送达各位董事。会议由董事长杨民民先生召集主持， 应出席董事人数7人，实际出席董事人数7人。本次会议的召集、召开符合《中华 人民共和国公司法》和《南京药石科技股份有限公司公司章程》等有关规定。 一、 董事会会议审议情况 会议在保证所有董事充分发表意见的前提下，以投票表决方式通过了以下议 案： 1、审议通过了《关于审议公司 2024 年环境、社会及公司治理报告的议案》 具 体 内 容 详 见 公 司 于 创 业 板 信 息 披 露 网 站 巨 潮 资 讯 网 （http://www.cninfo.c ...

公司近日接到股东杨民民先生函告，获悉其所持有本公司的部分股份接触质押， 具体事项如下： | 股东 | 是否为第一大股 | 本次解除质押股 | 占其所持股 | 占公司总股 | 起始日 | 解除日期 | 质权人 | | --- | --- | --- | --- | --- | --- | --- | --- | | 名称 | 东及一致行动人 | 份数量（股） | 份比例（%） | 本比例（%） | | | | | 华泰证券（上 | 2024年4月 | 2025年4月 | | | | | | | 杨民民 | 是 | 2,000,000 | 4.83 | 1.00 | 海）资产管理 | 29日 | 29日 | | 有限公司 | | | | | | | | 二、股东股份累计被质押的情况 截至公告披露日，上述股东及其一致行动人所持质押股份情况如下： | 证券代码：300725 | 证券简称：药石科技 | 公告编号：2025-030 | | --- | --- | --- | | 债券代码：123145 | 债券简称：药石转债 | | 南京药石科技股份有限公司 关于控股股东、实际控制人部分股份解除质押的公告 本公司及董事 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Views - The company achieved a revenue of 1.689 billion yuan in 2024, a year-on-year decline of 2.12%, while the net profit attributable to the parent company was 220 million yuan, an increase of 11.24% year-on-year. In Q1 2025, the company reported a revenue of 455 million yuan, a year-on-year growth of 20.55%, but the net profit attributable to the parent company decreased by 27.67% year-on-year [4][5] - The company has a steady growth in its order backlog, leading to an upward revision of profit forecasts for 2025-2027, with expected net profits of 255 million, 298 million, and 364 million yuan respectively [4][5] Financial Performance - In 2024, the company's revenue from drug development and commercialization services was 1.354 billion yuan, a decrease of 1.83% year-on-year. The revenue from CDMO services was 863 million yuan, an increase of 3.38% year-on-year. Domestic revenue was 449 million yuan, down 17.47%, while international revenue was 1.24 billion yuan, up 4.94% [5][6] - The company signed new CDMO orders worth 12.43% more than the previous year, with the number of active clients increasing by 12.32% to 775 [6] Market Expansion - The company has made significant progress in expanding its overseas market, with European revenue growing by 40.12% year-on-year to 193 million yuan in 2024. North American revenue remained stable at 979 million yuan [5][6] - The company has strengthened its collaboration with multinational pharmaceutical companies, achieving a revenue of 464 million yuan from MNC clients, a year-on-year increase of 16.37% [6] Earnings Forecast - The earnings per share (EPS) for 2025, 2026, and 2027 are projected to be 1.28, 1.49, and 1.82 yuan respectively, with corresponding price-to-earnings (P/E) ratios of 24.7, 21.1, and 17.3 [4][8]

Investment Rating - The report assigns a "Buy-A" investment rating for the company, with a target price of 36.96 CNY for the next six months [4][6][19]. Core Insights - The company reported a revenue of 1.689 billion CNY and a net profit of 220 million CNY for 2024, showing a year-on-year revenue decline of 2.12% but a net profit increase of 11.24% [2][4]. - In Q1 2025, the company achieved a revenue of 455 million CNY, reflecting a year-on-year growth of 20.55%, while the net profit decreased by 27.67% [2][4]. - The company is experiencing a gradual improvement in orders, with new orders in the CDMO segment increasing by 12.43% year-on-year and the number of new projects growing by 31.12% [3][4]. Summary by Sections Financial Performance - For 2024, the revenue from drug research and development services was 331 million CNY, down 4.06%, while the revenue from drug development and commercialization services was 1.354 billion CNY, down 1.83% [2][3]. - The projected revenues for 2025-2027 are 1.821 billion CNY, 2.018 billion CNY, and 2.295 billion CNY, with year-on-year growth rates of 7.82%, 10.86%, and 13.73% respectively [13][21]. Profitability Forecast - The expected net profits for 2025-2027 are 224 million CNY, 237 million CNY, and 255 million CNY, with growth rates of 2.1%, 5.9%, and 7.4% respectively [4][13]. - The report anticipates an EPS of 1.12 CNY for 2025, with a PE ratio of 33 times [4][19]. Market Position and Outlook - The company is focusing on customer needs and enhancing its business and market expansion capabilities, which is expected to lead to improved operational margins as commercial projects are delivered [3][4]. - The total number of projects in the pipeline exceeds 2,400, with 78 projects in clinical III and commercialization stages, indicating a robust growth potential [3][4].

Financial Performance - Total revenue for 2024 was 1.689 billion CNY, a decrease of 2.12% year-on-year [6] - Operating cash flow increased by 22.68% to 303 million CNY [6] - Net profit attributable to shareholders rose by 11.24% to 220 million CNY [6] - Earnings per share reached 1.10 CNY, an increase of 12.43% [6] - Gross margin was 38.06%, down by 4.46 percentage points year-on-year [6] Revenue Breakdown - Revenue from drug development and commercialization was 1.354 billion CNY, down 1.83% year-on-year [8] - Revenue from drug research stage products and services was 331 million CNY, a decrease of 4.06% [8] - Revenue from molecular building blocks for drug discovery was 281 million CNY; for drug development and production, it was 491 million CNY [9] Customer Segmentation - Revenue sources by type: 28% from large multinational pharmaceutical companies and 72% from small and medium-sized biopharmaceutical companies [12] - Revenue sources by region: North America contributed 58% (979 million CNY), Europe 11% (193 million CNY), China 27% (449 million CNY), and Japan/Korea and others 4% (68 million CNY) [12] Project Pipeline - Over 2,400 projects in various stages, with 78 projects in clinical phases [15] - Focus on early clinical projects to strengthen later-stage project growth [14] Innovation and Technology - Cumulative design of over 200,000 novel molecular building blocks, with over 45,000 compounds synthesized [23] - Development of unique solutions to accelerate new drug research, including an AI-driven drug discovery platform [27] - Continuous flow chemistry and low-carbon technology innovations are key to sustainable development [50] ESG Commitment - Achieved AA rating in Wind ESG assessment and joined the UN Global Compact [72] - Received multiple awards for sustainability and green chemistry excellence [52] Future Strategy - Focus on enhancing customer value creation and strengthening technology transformation capabilities [75] - Aim to improve delivery quality and build trust with customers [76]

Group 1: Company Performance and Growth - In 2024, the company experienced a 30% year-on-year growth in API and GMP intermediate projects at Zhejiang Huishi, with 4 new NDA projects added [3] - The CDMO new signed order amount in 2024 increased by 12.43%, with order quantity rising by 31.12% [9] - The company’s revenue from multinational pharmaceutical companies grew by 16.37%, contributing 27.50% to total revenue [9] Group 2: Market Expansion and Client Acquisition - The company has established a 5-person BD team in Europe and appointed a BD head for Japan and South Korea to enhance market share [2] - By the end of 2024, the company entered multiple top 10 multinational pharmaceutical companies' direct procurement platforms, significantly boosting sales [8] - The company aims to increase the application of new technologies in production from 20% in 2024 to 30% or higher [4] Group 3: Financial Metrics and Cost Management - The gross margin for the CDMO business in 2024 was 31.57%, expected to remain stable in Q1 2025 [10] - The company plans to maintain stable absolute amounts for expenses in 2025 while reducing expense ratios alongside revenue growth [14] - The human resource cost accounted for 35.30% of revenue, with a 14.69% increase in fixed asset depreciation impacting overall costs [17] Group 4: Product Development and Innovation - The company is focusing on developing new molecular building blocks for small molecule GLP-1 projects, leveraging early market positioning [15] - The R&D team is enhancing efficiency by utilizing AI technology for new product design starting in 2024 [8] - The company plans to expand its R&D capabilities at the Nanjing center to support future business growth [12] Group 5: Response to Market Conditions - The company is closely monitoring changes in U.S. tariff policies, with 70% of revenue from U.S. and European clients, and 20% directly from the U.S. market [6][7] - The company is implementing strategies to mitigate the impact of tariff fluctuations, including enhancing European market presence and optimizing contract terms [7] - The company anticipates structural pressures on demand from small biotech companies due to global investment cycles [9]