杭州百诚医药科技股份有限公司 对外投资管理制度 第一章 总则 第一条 为规范杭州百诚医药科技股份有限公司（以下简称"公司"或"本 公司"）对外投资行为，防范投资风险，提高对外投资收益，根据《中华人民共 和国公司法》《中华人民共和国证券法》《深圳证券交易所创业板股票上市规则》 等有关国家法律、法规、规范性文件以及《杭州百诚医药科技股份有限公司章程》 （以下简称《公司章程》）的相关规定，结合公司实际情况，制定本制度。 第二条 本制度所称对外投资，是指公司在境内外进行的下列以盈利或保 值增值为目的的投资行为： 第二章 对外投资决策权限 第五条 投资项目立项由公司董事会和股东会按照各自的权限，分级审批。 公司应指定专门机构，负责对公司重大投资项目的可行性、投资风险、投资回报 等事宜进行专门研究和评估，监督重大投资项目的执行进展，如发现投资项目出 现异常情况，应及时向公司董事会报告。 第六条 公司发生的对外投资事项达到下列标准之一的，应经董事会审议 第 1 页 共 5 页 （二）新增投资企业的增资扩股、股权收购投资； （三）现有投资企业的增资扩股、股权收购投资； （四）公司经营性项目及资产投资； （五）股票、基金投资； ...

Core Viewpoint - The company, Baicheng Pharmaceutical, positions itself as a technology-driven pharmaceutical research and development enterprise, emphasizing innovation and a comprehensive value chain [1] Group 1: Company Overview - Baicheng Pharmaceutical is characterized by its innovative, full-value chain, platform-based, and inclusive attributes [1] - The company has developed an AI platform named "Smart Drug AI," which is applicable for toxicity prediction as well as activity and drug-likeness prediction [1] Group 2: Research and Development Capabilities - The new drug department of the company features an organoid platform that offers drug development technical services, including drug screening, efficacy evaluation, and safety assessment [1]

Core Viewpoint - Baicheng Pharmaceutical (301096.SZ) is a technology-driven pharmaceutical research and development company that integrates innovative, full-value chain, platform-based, and collaborative attributes [1] Group 1 - The company has developed an AI platform called "Smart Drug AI," which can be applied to toxicity prediction as well as activity and drug-likeness prediction [1] - The new drug department features an organoid platform that provides drug research and development technical services, including drug screening, efficacy evaluation, and safety assessment [1]

Core Viewpoint - Baicheng Pharmaceutical (301096.SZ) is positioned as an innovative pharmaceutical research and development company that integrates technology development with a full value chain and platform-based attributes [2] Group 1: Company Overview - The company focuses on technology development as its core competency [2] - It operates as a comprehensive pharmaceutical R&D enterprise with innovative and collaborative characteristics [2] Group 2: Product and Services - Baicheng Pharmaceutical has developed an AI platform named "Smart Drug AI," which is applicable for toxicity prediction as well as activity and drug-likeness prediction [2] - The new drug department features an organoid platform that offers drug screening, efficacy evaluation, and safety assessment services [2]

Core Viewpoint - The company emphasizes the importance of innovation in drug development for oncology, autoimmune diseases, and neurobiology, highlighting unmet clinical needs and significant market demand in these areas [1] Group 1: Oncology - Oncology remains a key focus for innovative drug development, with ongoing clinical demand for breakthroughs in immunotherapy, targeted therapy, and personalized medicine due to increasing drug resistance [1] Group 2: Autoimmune Diseases - Autoimmune diseases such as rheumatoid arthritis, systemic lupus erythematosus, and inflammatory bowel disease are critical areas of interest for biopharmaceutical companies, particularly as they affect the younger workforce and have lower treatment efficacy and adherence [1] Group 3: Neurobiology - Neurodegenerative diseases like Alzheimer's, Parkinson's, and diabetic neuropathy are gaining significant attention from global pharmaceutical companies and research institutions, driven by the rapid increase in patient numbers due to global aging [1] Group 4: Company Pipeline - The company has established multiple self-developed drug pipelines in neurobiology, autoimmune diseases, and oncology, having obtained three IND approvals for Class I new drugs and ten IND approvals for Class II new drugs [1]

Core Viewpoint - The company emphasizes the importance of innovation in drug development for oncology, autoimmune diseases, and neurobiology, highlighting unmet clinical needs and market demand in these areas [1] Group 1: Oncology - Oncology remains a key focus in innovative drug development, with increasing resistance leading to ongoing breakthroughs in immunotherapy, targeted therapy, and personalized medicine [1] - There is a persistent unmet clinical demand in the oncology sector, indicating potential investment opportunities [1] Group 2: Autoimmune Diseases - Autoimmune diseases such as rheumatoid arthritis, systemic lupus erythematosus, and inflammatory bowel disease are significant areas of interest for biopharmaceutical companies [1] - These diseases predominantly affect the younger workforce, and there is a high demand for effective treatments due to poor treatment outcomes and medication adherence [1] Group 3: Neurobiology - Neurodegenerative diseases like Alzheimer's, Parkinson's, and diabetic neuropathy are gaining attention from global pharmaceutical companies and research institutions [1] - The aging global population is contributing to a rapid increase in the number of patients with neurodegenerative diseases, creating substantial market demand [1] Group 4: Company Performance - For the period from January to September 2025, the company reported revenue of 510 million yuan, a year-on-year decrease of 29.33% [1] - The net profit attributable to the parent company was 6 million yuan, reflecting a significant year-on-year decline of 95.68% [1] Group 5: Drug Development Pipeline - The company has established multiple self-developed drug pipelines in neurobiology, autoimmune diseases, and oncology [1] - It has obtained three IND approvals for Class I new drugs and ten IND approvals for Class II new drugs, indicating progress in its drug development efforts [1]

Policy Developments - The National Health Commission's Director Lei Haichao emphasized the importance of planning for the "14th Five-Year Plan" to accelerate the construction of a healthy China and promote high-quality population development [2] - Key tasks include optimizing the function and layout of medical institutions, implementing strong foundational healthcare projects, and enhancing public health capabilities [2] Pharmaceutical Industry Updates - Bai Cheng Pharmaceutical's subsidiary received clinical trial approval for BIOS2242, a drug for treating acute ischemic stroke, with no current approvals for this product domestically or internationally [5] - Fosun Pharma's subsidiary received FDA approval for HLX11, a biosimilar drug for HER2-positive breast cancer, with applications for registration in China and Europe also accepted [6] Market Movements - Kexing Pharmaceutical's controlling shareholder plans to transfer 5% of its shares through an inquiry-based transfer due to operational needs [8][9] - Enwei Pharmaceutical announced a 20 million yuan investment to establish a fund focused on healthcare and technology sectors, with a total fund size of 201 million yuan [10] Major Industry Events - Guangxi's pharmaceutical exports reached a record high, with a year-on-year increase of 27.23% in the first three quarters of the year [13] - Samsung Medical's subsidiary is a candidate for a procurement project with an estimated value of 168 million yuan, which could positively impact the company's performance [14] Corporate Governance Changes - Haocen Medical announced a change in control, with no single controlling party, following the termination of a cooperation agreement [16] - Yifeng Pharmacy's executives plan to reduce their holdings by a total of 0.0176% of shares due to personal financial needs [17]

Policy Developments - The National Health Commission's Secretary Lei Haichao conducted research in Guangxi, focusing on pediatric and mental health, grassroots medical services, and public hospital reforms, emphasizing the need for a robust health system and high-quality population development [2] - The "14th Five-Year" plan highlights strengthening grassroots healthcare, promoting the distribution of quality medical resources, and enhancing public health capabilities [2] Drug and Medical Device Approvals - Baicheng Pharmaceutical's subsidiary received clinical trial approval for BIOS2242, a treatment for acute ischemic stroke, with no prior approvals for this product globally [5] - Fosun Pharma's subsidiary received FDA approval for HLX11, a biosimilar for HER2-positive breast cancer, with applications pending in China and Europe [6] Capital Market Activities - Kexing Pharmaceutical's controlling shareholder plans to transfer 5% of its shares, citing operational needs, with the transfer process managed by China International Capital Corporation [8] - Enwei Pharmaceutical announced a 20 million yuan investment in a venture capital fund focusing on healthcare and technology, with potential uncertainties regarding returns [10] - Pfizer completed the acquisition of Metsera for $10 billion, a company focused on developing drugs for obesity and cardiovascular diseases [11] Industry Developments - Guangxi's pharmaceutical exports reached a record high, growing 27.23% year-on-year in the first three quarters [13] - Samsung Medical's subsidiary is a candidate for a 168 million yuan procurement project with the State Grid, which could positively impact the company's performance [14] Shareholder Movements - Haocen Medical announced a change in control, with no single controlling party, following a partnership agreement termination [16] - Yifeng Pharmacy executives plan to reduce their holdings by a combined 0.0176% of shares due to personal financial needs [17][18]

Core Viewpoint - Baicheng Pharmaceutical's wholly-owned subsidiary, Zhejiang Saimer Pharmaceutical Co., Ltd., has received clinical trial approval from the National Medical Products Administration (NMPA) for its drug BIOS2242 oral solution [1] Group 1 - The clinical trial approval indicates a significant step forward for Saimer Pharmaceutical in the development of BIOS2242 [1] - The approval from NMPA is crucial for the advancement of the drug through the regulatory process [1]

Core Viewpoint - Baicheng Pharmaceutical announced a related party transaction with Zhejiang Zhongshen Innovative Pharmaceutical Technology Co., Ltd. due to the connection with its former vice president, Feng Enguang, who is now a senior executive at Zhongshen [1] Group 1: Transaction Details - The company disclosed the signing of a supplementary agreement to the original technology development cooperation agreement, modifying the effective date to be contingent upon approval from the shareholders' meeting [1] - The original cooperation under the agreement has not yet commenced [1] Group 2: Regulatory Compliance - The transaction is classified as a related party transaction under the listing rules, requiring approval from the company's shareholders [1] - The company will submit the cooperation matter for review by the board and shareholders as per regulatory requirements [1]