上海君澜律师事务所 关于诺思格（北京）医药科技股份有限公司 2025 年第一次临时股东大会的法律意见书 致：诺思格（北京）医药科技股份有限公司 根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华人民 共和国证券法》《上市公司股东会规则》（以下简称"《股东会规则》"）等法 律、法规、规章、规范性文件及《诺思格（北京）医药科技股份有限公司章程》 （以下简称"《公司章程》"）的规定，上海君澜律师事务所（以下简称"本所"） 接受诺思格（北京）医药科技股份有限公司（以下简称"公司"）的委托，指派 本所律师出席公司2025年第一次临时股东大会（以下简称"本次股东大会"）， 并就本次股东大会的召集、召开程序及表决程序、表决结果等事项出具本法律意 见书。 本法律意见书仅供本次股东大会之目的使用。本所律师同意将本法律意见书 随公司本次股东大会其他信息披露资料一并公告。 本所律师按照律师行业公认的业务标准、道德规范和勤勉尽责的精神，对本 次股东大会所涉及的有关事项和相关文件进行了必要的核查和验证，现出具法律 意见如下： 一、 本次股东大会的召集、召开程序 1.1 本次股东大会由公司董事会召集。 公司董事会于 2025 ...

Core Viewpoint - The ongoing legal dispute between NuoSiGe and its actual controller Wu Jie, along with expert Zhong DaFang, has attracted significant public attention, particularly due to the involvement of Zhong, a well-known figure in drug research and development [2][6]. Group 1: Legal Dispute Overview - NuoSiGe received a notice from the Supreme People's Court regarding a civil case for retrial initiated by Zhong DaFang, who is dissatisfied with the second-instance ruling by the Beijing High People's Court [2][5]. - The dispute originated from a compensation claim of 180 million yuan, which began before the company's IPO in August 2022 [2][3]. - Zhong DaFang had previously raised concerns about significant omissions in NuoSiGe's prospectus, leading to investigations by the underwriting agency and the Shenzhen Stock Exchange [3]. Group 2: Financial Performance and Business Impact - NuoSiGe's revenue is heavily reliant on the domestic market, with nearly 90% of its income sourced from within China, linking its performance directly to the development of the domestic innovative drug industry [6]. - In 2024, the company's revenue from clinical trial operation services, its largest business segment, declined by nearly 10% year-on-year [6]. - Despite the overall revenue decline, the income from biological sample testing services, which is linked to Suzhou Haike, a company founded by Zhong DaFang, saw a significant year-on-year increase of approximately 74% [6][7]. Group 3: Future Outlook - NuoSiGe's stock price has shown limited volatility, with a year-to-date decline of 3.20%, despite a broader market rally in the innovative drug sector [6]. - The company reported a revenue of 173 million yuan in the first quarter of this year, a decrease of 2.53% year-on-year, while net profit attributable to shareholders increased by 13.12% [7]. - Analysts predict that the domestic clinical CRO industry may recover due to new policies, potentially providing NuoSiGe with opportunities for rapid growth [7][8].

据新浪财经消息，诺思格（301333）近日发布声明，称部分媒体及自媒体账号未经调查发布关于诺思格 及其实控人武杰的不实报道，严重影响企业形象。诺思格自2008年成立以来一直秉持科学严谨原则，但 在2020年上市申报时遭遇恶意勒索。钟大放等人通过非法手段阻碍上市进程并索要巨款，目前钟大放已 被刑拘，陈某逃往国外。诺思格谴责相关媒体歪曲事实并保留追责权利，表示正义终将得到伸张。 ...

诺思格（301333）公告，公司于近日收到最高人民法院民事申请再审案件《应诉通知书》，钟大放不服 北京市高级人民法院作出的二审民事判决，向最高人民法院提出再审。截至本公告披露日，该案件已再 审立案审查，公司将根据最终审查结果及时履行信息披露义务。 ...

证券代码：301333 证券简称：诺思格 公告编号：2025-030 诺思格（北京）医药科技股份有限公司 关于公司及子公司、实际控制人诉讼进展的公告 一、本次诉讼的基本情况 诺思格（北京）医药科技股份有限公司（以下简称"公司"）于2023年8月 收到北京市第四中级人民法院送达的《起诉状》《应诉通知书》（<2023>京04民 初142号）等诉讼材料，北京市第四中级人民法院受理原告钟大放起诉公司实际 控制人武杰（WU JIE）、公司及子公司圣兰格（北京）医药科技开发有限公司合 同纠纷一案。2024年9月，公司收到北京市第四中级人民法院做出的一审《民事 判决书》（<2023>京04民初142号）。钟大放不服一审《民事判决书》，向北京 市高级人民法院提起上诉。2025年2月，公司收到北京市高级人民法院作出的二 审民事判决书（<2024>京民终1186号），判决驳回钟大放的上诉请求，维持原判。 以上具体内容详见公司于2023年8月24日、2024年9月3日、2024年9月19日、 2025年2月18日在巨潮资讯网披露的《关于公司及子公司、实际控制人涉及诉讼 的公告》（公告编号：2023-026）及《关于公司及子公司、实 ...

Group 1: Gree Electric and Shield Environment Collaboration - Gree Electric announced a collaboration with Shield Environment for a commercial energy storage project, which is not a rooftop photovoltaic project [1] - The project aims to enhance energy efficiency and facilitate green transformation in factories, reducing energy costs and serving as an emergency backup power source [1] - Gree and Shield will deeply cooperate in energy storage technology and equipment manufacturing, planning to build multiple energy projects in the Yangtze River Delta and Pearl River Delta regions [1] Group 2: Liquor Industry Insights - Guotai Junan's report indicates that the liquor industry is still in a bottoming phase in Q2 2025, with price pressures outweighing volume pressures [2] - The liquor pricing system is undergoing restructuring, with high-end liquor prices trending downward, emphasizing the strategic significance of a "full price layout" [2] - The growth logic of the liquor industry is shifting, with market share becoming more important than price/profit, leading to a competitive advantage for companies with market share [2] Group 3: Leadership Changes in Luxury Goods - Kering Group's board approved the appointment of Luca de Meo as CEO, effective September 15, 2025, following his departure from Renault [3] - The upcoming shareholders' meeting will focus on the proposal for de Meo's appointment and the approval of the new compensation policy under the new organizational structure [3] Group 4: Swine Production Adjustments - Reports indicate that the national breeding sow inventory will be reduced by approximately 1 million heads, bringing the total down to 39.5 million heads [4] Group 5: Xiaomi's Growth and Environment - Xiaomi's founder Lei Jun expressed gratitude for Beijing's favorable business environment and talent resources during the company's 15th anniversary [6] - The company has thrived in Beijing, benefiting from the local ecosystem [6] Group 6: Ba Nu International's IPO - Ba Nu International Holdings submitted an application for an IPO in Hong Kong, with adjusted net profits of RMB 76.7 million for Q1 [7] - The company reported revenues of RMB 1.433 billion, RMB 2.112 billion, and RMB 2.307 billion for the years 2022, 2023, and 2024 respectively [7] Group 7: GAC Aion's Response to Rumors - GAC Group issued a statement denying false information regarding employee stock ownership at GAC Aion, labeling it as malicious rumors [8] Group 8: Xiaomi Automotive Updates - Xiaomi Automotive clarified that there are currently no official channels for large customer orders or cash subsidies, urging the public to verify information through official sources [10] Group 9: Cao Cao Mobility's IPO Plans - Cao Cao Mobility announced plans to issue approximately 44.18 million shares through an IPO in Hong Kong, with an expected trading start date of June 25 [11] Group 10: Norse's Future Plans - Norse stated it will not independently develop innovative drugs but may consider acquiring CRO companies in the future [13] Group 11: Bitcoin Acquisition by Strategy - Strategy company acquired 10,100 bitcoins for $1.05 billion, bringing its total holdings to 592,100 bitcoins with an average cost of $70,666 per bitcoin [14]

Investment Rating - The report recommends a "Buy" rating for multiple companies in the pharmaceutical sector, including Junshi Biosciences, Hualing Pharmaceutical-B, and others [3]. Core Insights - The pharmaceutical sector has outperformed the market, with a focus on the potential of innovative drugs and the CD73 target in cancer immunotherapy [4][5]. - The report highlights the promising clinical progress of CD73 inhibitors, with several products in various stages of clinical trials [21][25]. Summary by Sections Industry Investment Rating - The report provides a list of recommended companies with "Buy" and "Hold" ratings, indicating strong investment potential in the pharmaceutical sector [3]. Industry Performance - The pharmaceutical sector rose by 1.13%, outperforming the CSI 300 index by 0.25 percentage points, with innovative drugs and vaccines leading the performance [5][32]. Company Dynamics - Companies such as Lepu Medical and Sunshine Nuohua have made significant announcements regarding new product approvals and clinical trial progress, indicating a robust pipeline and growth potential [33][34]. Industry Trends - The report discusses the increasing focus on innovative drugs and the impact of regulatory changes on the pharmaceutical landscape, suggesting a shift towards high-efficiency business models in the industry [31][40].

Core Viewpoint - The company, Norsker, is experiencing a decline in stock price and has a lower PE ratio compared to the industry average, indicating potential challenges in its market position and performance [1][2]. Company Summary - Norsker's closing stock price is 50.65 yuan, down 2.61%, with a rolling PE ratio of 34.15 times and a total market capitalization of 4.892 billion yuan [1]. - The company operates in the medical services industry, which has an average PE ratio of 40.82 times and a median of 45.93 times, placing Norsker at the 24th position within the industry [1][2]. - As of the first quarter of 2025, 12 institutions hold shares in Norsker, including 7 funds and 5 other entities, with a total holding of 32.7994 million shares valued at 1.685 billion yuan [1]. Financial Performance - For the first quarter of 2025, Norsker reported revenue of 173 million yuan, a year-on-year decrease of 2.53%, while net profit was 26.0737 million yuan, reflecting a year-on-year increase of 13.12% [1]. - The company's gross profit margin stands at 36.53% [1].

Core Viewpoint - The company has decided to terminate the "Data Science Center Project" and permanently supplement the remaining raised funds into working capital due to changes in market conditions and its operational strategy [4][6][8]. Fundraising Overview - The company raised a total of RMB 1,183.2 million from its initial public offering, with a net amount of RMB 1,087.6 million after deducting issuance costs [1]. - As of April 30, 2025, the company has used RMB 578.5 million of the raised funds, leaving a balance of RMB 558.9 million [2]. Investment Project Status - The total investment for committed projects is RMB 610 million, with RMB 298.5 million already invested [2]. - The company has also allocated RMB 477.6 million for projects funded by excess raised funds, with RMB 280 million already utilized [2]. Termination of Investment Projects - The "Data Science Center Project" was intended to enhance the company's data management and statistical analysis capabilities but has been terminated due to macroeconomic factors and market demand changes [5][6]. - The remaining funds from this project, amounting to RMB 177.7 million, will be permanently added to working capital [6]. Impact on Daily Operations - The termination of the project is expected to have no adverse effects on the company's existing operations and is seen as a strategic decision to optimize fund usage [6][8]. - The decision aligns with the company's goal to improve the efficiency of fund utilization and meet daily operational funding needs [6][8]. Approval Process - The board of directors has approved the termination of the project and the reallocation of funds, which will be submitted for shareholder approval [7][8]. Sponsor's Review Opinion - The sponsor believes that the decision to terminate the project and reallocate funds is in line with the company's operational needs and will enhance the economic benefits of the raised funds [8][9].

Group 1 - The company held its fourth supervisory board meeting on June 5, 2025, with all three supervisors present, complying with legal and regulatory requirements [1][2] - The supervisory board approved the proposal to terminate the data science center project and permanently allocate the remaining raised funds to supplement working capital, with a unanimous vote of 3 in favor [1][2] - The decision to terminate the project was made based on the company's actual situation and long-term development plan, aiming to improve the efficiency of fund utilization and align with the interests of the company and its shareholders [2]