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莎普爱思: 浙江莎普爱思药业股份有限公司关于上海证券交易所问询函所涉事项的独立意见

Core Viewpoint - Zhejiang Shapuaisi Pharmaceutical Co., Ltd. received an inquiry letter from the Shanghai Stock Exchange regarding its 2024 annual report, prompting an independent opinion on its investment activities [1] Group 1: Investment in Shanghai Xinhong - The company, along with partners, invested 460 million yuan in Shanghai Xinhong Pharmaceutical Co., with Shapuaisi contributing 160 million yuan for a 34.7% stake [2] - The investment partners included Fujian Kangcheng Pharmaceutical Co. and Hainan Anxi Pharmaceutical Co., contributing 195 million yuan and 100 million yuan, respectively [2] - The controlling shareholder of Biogate changed from Lin Yanhua to Lin Hongyuan, Lin Hongli, and two others after the acquisition [2] Group 2: Biogate's Financial Performance - Biogate's revenue over the past three years was 587 million yuan, 622 million yuan, and 516 million yuan, with net profits of -49 million yuan, -12 million yuan, and -74 million yuan [2] - The stock price of Biogate increased significantly from 6.5 yuan per share on November 21, 2023, to 14 yuan per share on January 8, 2024, prior to the acquisition [2] Group 3: Independent Directors' Opinion - The independent directors confirmed that the investment followed necessary internal review procedures and that the transaction price was fair, not harming the interests of the company or minority shareholders [3] - The directors stated that the investment did not violate relevant regulations and did not constitute a significant undisclosed matter [3]