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. 本次股东大会未出现否决议案的情形。 2. 本次股东大会不涉及变更以往股东大会已通过的决议的情形。 一、会议的召开和出席情况 1. 股东大会的届次：2025 年第二次临时股东大会。 2. 会议召集人：公司董事会。 证券代码：300765 证券简称：新诺威 公告编号：2025-082 石药创新制药股份有限公司 2025 年第二次临时股东大会决议公告 3. 会议主持人：公司董事长姚兵。 4. 会议召开的日期、时间： （1）现场会议召开时间：2025 年 10 月 16 日（星期四）下午 14:30 开始。 （2）网络投票时间：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 16 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具体时间为：2025 年 10 月 16 日 9:15-15:00。 5. 现场会议召开地点：河北省石家庄市高新区中山东路 896 号公司会议室。 6. 出席会议的股东人数： 通过现场和网 ...

Core Viewpoint - New Nuo Wei's stock price has shown significant volatility, with a year-to-date increase of 63.83%, but recent declines in the short term indicate potential market fluctuations [1][2]. Company Overview - New Nuo Wei, established on April 5, 2006, and listed on March 22, 2019, is based in Shijiazhuang, Hebei Province. The company focuses on the research, production, and sales of functional foods, with revenue composition as follows: 88.93% from functional foods and raw materials, 8.91% from biopharmaceuticals, and 2.16% from other sources [1]. Financial Performance - For the first half of 2025, New Nuo Wei reported revenue of 1.05 billion yuan, reflecting a year-on-year growth of 7.99%. However, the net profit attributable to shareholders was a loss of 2.75 million yuan, a decrease of 102% compared to the previous year [2][3]. - Cumulatively, since its A-share listing, New Nuo Wei has distributed a total of 651 million yuan in dividends, with 500 million yuan distributed over the past three years [3]. Shareholder Structure - As of June 30, 2025, New Nuo Wei had 16,400 shareholders, an increase of 3.45% from the previous period. The average number of circulating shares per shareholder decreased by 3.34% to 75,994 shares [2]. - The top ten circulating shareholders include significant institutional investors, with Hong Kong Central Clearing Limited holding 20.99 million shares, an increase of 5.05 million shares from the previous period [3].

Group 1 - The company, XinNuoWei, reported that as of September 30, 2025, the number of shareholders in its consolidated ordinary accounts and margin trading credit accounts is 16,410 [2]

Core Viewpoint - New Nuo Wei is acquiring an additional 29% stake in Giant Stone Biopharmaceutical Co., Ltd. from its controlling shareholder, Enbi Pu Pharmaceutical Co., Ltd., which will increase its ownership to 80% after the transaction is completed [1][4]. Group 1: Acquisition Details - The acquisition price is set at 1.1 billion yuan, representing a premium of approximately 146% over the assessed value of Giant Stone Biopharmaceutical [6]. - New Nuo Wei previously acquired 51% of Giant Stone Biopharmaceutical for 1.871 billion yuan in early 2024, making it a controlling subsidiary [4][11]. - The transaction does not include any performance commitments from the seller [7]. Group 2: Financial Performance - Giant Stone Biopharmaceutical is currently operating at a loss, with losses of approximately 376 million yuan in the first half of 2025 [2][8]. - New Nuo Wei reported a loss of 2.7461 million yuan in the first half of 2025, marking its first mid-year loss since 2017 [7][9]. - The company's revenue for the first half of 2025 was 1.05 billion yuan, a year-on-year increase of 7.99% [7]. Group 3: Strategic Implications - The repeated acquisitions from the controlling shareholder indicate a strategic shift towards the innovative drug sector, as New Nuo Wei aims to enhance its market position [10][11]. - New Nuo Wei is planning to list in Hong Kong to support its global strategy and improve its international competitiveness [13]. - The company has faced challenges in its operational performance, raising questions about its ability to sustain normal operations post-acquisition [7][9].

Core Viewpoint - New Nuo Wei's stock price has shown significant volatility, with a year-to-date increase of 66.01%, but recent declines in the short term indicate potential market fluctuations [1][2]. Company Overview - New Nuo Wei, established on April 5, 2006, and listed on March 22, 2019, is based in Shijiazhuang, Hebei Province, focusing on the research, production, and sales of functional foods [1]. - The company's revenue composition includes 88.93% from functional foods and raw materials, 8.91% from biopharmaceuticals, and 2.16% from other sources [1]. Financial Performance - For the first half of 2025, New Nuo Wei reported revenue of 1.05 billion yuan, reflecting a year-on-year growth of 7.99%, while the net profit attributable to the parent company was a loss of 2.75 million yuan, a decrease of 102% compared to the previous year [2]. - Cumulatively, New Nuo Wei has distributed 651 million yuan in dividends since its A-share listing, with 500 million yuan distributed over the past three years [3]. Shareholder Structure - As of June 30, 2025, New Nuo Wei had 15,900 shareholders, an increase of 18% from the previous period, with an average of 78,620 circulating shares per shareholder, down 15.26% [2]. - Major shareholders include Hong Kong Central Clearing Limited, holding 20.99 million shares, and several mutual funds, indicating a diverse institutional interest [3].

Group 1 - Tibet Pharmaceutical's Zolbetuximab has been officially commercialized in the first half of this year, focusing on advanced non-small cell lung cancer with CNS metastasis [1] - The product is the first EGFR TKI designed to penetrate the blood-brain barrier, achieving 100% permeability [1] - The company is preparing for medical insurance negotiations, but the expected revenue impact for this year is minimal [1] Group 2 - Jianerkang emphasizes the importance of accounts receivable management, with dedicated sales personnel responsible for tracking and collecting payments [2] - Performance evaluations for sales staff are strictly linked to payment collection [2] - The company has a risk control specialist who organizes monthly meetings to establish collection plans and follow up on key accounts [2] Group 3 - Tonghua Dongbao has completed the first patient dosing in the Phase II clinical trial for THDBH120, showing good safety and efficacy trends [3] - The company's insulin formulation is still in preclinical research, with future updates to be disclosed as per regulations [3] Group 4 - XinNuoWei is planning to issue H-shares and list on the Hong Kong Stock Exchange to enhance its global strategy and competitiveness [4] - The board has approved the proposal to seek shareholder authorization for the overseas listing [4] Group 5 - Bailitiheng has received clinical trial approval for its innovative drug BL-ARC001, aimed at treating advanced solid tumors [5] - BL-ARC001 is the company's first class I innovative drug in the antibody-radiolabeled conjugate field, with potential first-in-class status [5] - The drug is expected to offer better specificity and tumor accumulation compared to traditional radiolabeled drugs [5] Group 6 - Nocare and Zenas have reached a licensing agreement for three autoimmune pipeline products, with a potential total transaction value exceeding $2 billion [6][7] - Zenas will pay up to $100 million in upfront and milestone payments, along with issuing shares to Nocare [7] - Nocare retains global rights for the oncology application of the licensed products while granting Zenas exclusive rights in specific regions [7]

Core Insights - The trend of A-share companies pursuing dual listings in Hong Kong is becoming a standard configuration for internationalization, with 25 companies announcing plans in September alone [2][38] - The Hong Kong IPO market is experiencing a surge, with 286 new applications received by September 30, more than double the previous year, and a total of 66 new IPOs raising approximately 182.3 billion HKD [3][4] - The regulatory environment is favorable, with the China Securities Regulatory Commission supporting leading enterprises in their Hong Kong listings and the Hong Kong Stock Exchange optimizing the approval process for eligible A-share companies [5][6][7] Group 1: Market Activity - The Hong Kong IPO market is witnessing a significant influx of Chinese companies, with a total fundraising amount of 134.5 billion HKD by the end of August, a nearly sixfold increase compared to the same period in 2024 [3][4] - A-share companies utilizing the "A+H" listing model accounted for 70% of total fundraising in the first half of the year, with 11 companies raising a total of 91.7 billion HKD [3][4] Group 2: Strategic Considerations - The motivations behind A-share companies listing in Hong Kong include not only the expansion of financing channels but also the alignment with favorable policies and the need for global capital reallocation [10] - Companies like Kexing Pharmaceutical and Newnovel have explicitly stated that their Hong Kong listings are part of their strategies to enhance international competitiveness and accelerate global business development [11][13] Group 3: Investor Dynamics - The participation of cornerstone investors in the Hong Kong IPO market has significantly increased, with an average of 5.35 cornerstone investors per listing, compared to 1.37 last year [22] - Local state-owned enterprises are increasingly becoming cornerstone investors, with over 15 local state-owned platforms participating in IPOs this year [25][26] Group 4: Talent and Market Evolution - The changing landscape of market participants is leading to a shift in talent demand, particularly for teams in Hong Kong and AI-focused investment professionals [32] - International investment banks are ramping up their presence in Hong Kong, with major banks increasing their senior management personnel to meet the growing demand in the financial sector [34][36]

Core Viewpoint - The company is planning to issue H-shares and list on the Hong Kong Stock Exchange to enhance its global strategy and competitiveness in the international market [1] Group 1: Company Actions - The company held the 26th meeting of the 6th Board of Directors and the 21st meeting of the 6th Supervisory Board to approve the proposal for the issuance of H-shares [1] - The company is currently in discussions with relevant intermediaries regarding the issuance and listing of H-shares [1] Group 2: Strategic Goals - The issuance of H-shares aims to deepen the company's global strategic layout and create an international capital operation platform [1] - The initiative is expected to promote the development of the company's pharmaceutical business [1]

Key Points - Hainan Huatie's shareholder Hu Danfeng has terminated the share reduction plan and plans to increase holdings in the company with an investment of no less than 30 million yuan and no more than 50 million yuan [2] - Yonghe Co. expects a net profit increase of 447.64% to 506.85% year-on-year for Q3 2025, driven by the high demand in the refrigerant industry and product optimization [3] - Delis Co. is planning a change in company control, leading to a suspension of its stock from October 9, 2025 [4] - BYD reported September 2025 sales of 396,300 new energy vehicles, a slight decrease from 419,400 units in the same month last year, while cumulative sales for the year reached 3.26 million units, up 18.64% [5] - Chipone Technology expects Q3 2025 revenue of 1.284 billion yuan, marking a historical high for the company, with a year-on-year increase of 78.77% [7] - Chipone anticipates a significant improvement in profitability for Q3 2025, with new orders expected to reach 1.593 billion yuan, a year-on-year increase of 145.80% [8] - ST Zhengping's stock will be suspended from trading starting October 9, 2025, due to unusual stock price fluctuations [2][28] - Huanxin Cement plans to repurchase shares worth between 32.25 million and 64.5 million yuan [14] - Sichuan Gold won exploration rights for a gold mine in Xinjiang for 510 million yuan, indicating strong geological potential [15]

Core Viewpoint - The trend of A-share companies seeking to list in Hong Kong continues, with a significant number of companies announcing plans to do so in September 2023 [1] Group 1: A-share Companies Going Public in Hong Kong - As of September 30, three A-share listed companies, namely XinNuoWei, Kexing Pharmaceutical, and KOTAI Power, announced plans to list in Hong Kong [1] - In total, 25 A-share listed companies have announced plans to list in Hong Kong since the beginning of September 2023 [1] - As of October 2, there are 76 A-share listed companies that have submitted listing materials to the Hong Kong Stock Exchange and are awaiting hearings [1] Group 2: Industry Distribution - The A-share companies that have submitted applications for listing in Hong Kong cover various industries, including pharmaceuticals, telecommunications, food and beverages, automotive, and machinery [1] - Notable companies from multiple sectors are among those seeking to list in Hong Kong [1]