www.grandall.com.cn 中国江苏省南京市汉中门大街 309 号 B 座 5、7-8 层（210036） 5、7-8F/Block B, 309# Hanzhongmen Street, Nanjing, China Tel: 86-25-89660900 Fax: 86-25-89660966 国浩律师（南京）事务所 关于 江苏恒瑞医药股份有限公司 2025 年第二次临时股东会的 法律意见书 致：江苏恒瑞医药股份有限公司 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》（以下简称"《证券法》"）、《上市公司股东会规则》（以下 简称"《股东会规则》"）、《上海证券交易所上市公司自律监管指引第 1 号— —规范运作》(以下简称"《监管指引第 1 号》")及《江苏恒瑞医药股份有限公 司章程》（以下简称"《公司章程》"）的规定，国浩律师（南京）事务所（以 下简称"本所"）接受江苏恒瑞医药股份有限公司（以下简称"公司"）的委托， 指派刘向明律师、张秋子律师（以下简称"本所律师"）出席公司 2025 年第二次 临时股东会（以下简称"本次股东会"或"本次会议"），对本次股东 ...

Group 1 - In 2025, the market value increment of A-share listed companies in Jiangsu Province reached 24,249 billion yuan, representing a growth of 37.01% compared to the beginning of the year [1] - Leading companies contributed significantly to the market value increment, with WuXi AppTec, Tianfu Communication, Dongshan Precision, Hengrui Medicine, and Hengli Hydraulic contributing 1,115 billion, 1,072 billion, 1,052 billion, 1,026 billion, and 766 billion yuan respectively, accounting for a total of 20.75% of Jiangsu's total market value increment [1] - The companies with the most significant market value reduction in Jiangsu Province included Yanghe Brewery, Guodian NARI, Ninghu Expressway, Jinshiyuan, and Changdian Technology, with each experiencing a decline of no more than 350 billion yuan [1] Group 2 - The formation of a MACD golden cross signal indicates a positive trend for certain stocks [2]

金融是国民经济的血脉。"十四五"时期，我国加快构建中国特色现代金融体系，牢牢守住系统性风险安 全底线，为高质量发展注入磅礴动能。 2025年，全球金融格局深刻演变，中国加快建设金融强国：从"金融强国"目标写入五年规划建议，到货 币政策持续发力显效；从资本市场量质齐升、直接融资功能持续增强，到国有大行补充资本、公司治理 体系加速重塑；从中小金融机构深度整合、行业格局优化升级，到公募基金、保险资金等中长期资金加 速入市；从贵金属价格屡创新高映射全球变局，到港股IPO重回全球第一、AI浪潮重塑全球科技与投资 版图…… 站在"十四五"与"十五五"交汇的新起点，我国金融业将继续秉持改革锐气和开放胸襟，为中国式现代化 注入更加澎湃的金融活水。 【01】"金融强国" 入五年规划建议，"五篇大文章" 顶层设计落地 10月，党的二十届四中全会召开，会议通过"十五五"规划建议，建议提出加快建设金融强国，标志着金 融发展从"规模扩张"向"质量提升"的历史性跨越；3月，国务院办公厅印发《关于做好金融"五篇大文 章"的指导意见》，构建 "1+N" 政策体系，明确科技金融、绿色金融、普惠金融、养老金融、数字金 融"五篇大文章"重点领域和 ...

Core Viewpoint - The report highlights the top and bottom AH share premium rates, indicating significant discrepancies in market valuations between H-shares and A-shares for various companies, with notable outliers in both categories [1][2]. Group 1: Top AH Share Premium Rates - Northeast Electric (00042) leads with a premium rate of 900.00%, followed by Zhejiang Shibao (01057) at 402.44% and Hongye Futures (03678) at 294.14% [1]. - The top three companies with the highest deviation values are Zhejiang Shibao (01057) at 98.41%, Jin Feng Technology (02208) at 27.90%, and Hongye Futures (03678) at 19.75% [1][2]. Group 2: Bottom AH Share Premium Rates - Ningde Times (03750) has the lowest premium rate at -12.98%, followed by China Merchants Bank (03968) at -4.49% and Heng Rui Medicine (01276) at 0.14% [1]. - The bottom three companies with the lowest deviation values are GAC Group (02238) at -24.57%, Zhongwei New Materials (02579) at -9.99%, and Chenming Paper (01812) at -9.89% [1][3]. Group 3: Additional Insights on Premium Rates - The report includes a detailed ranking of the top ten and bottom ten AH shares based on premium rates and deviation values, providing a comprehensive overview of market performance [1][2][3]. - Companies like Jiangsu Ningshu Highway (00177) and Agricultural Bank (01288) also show significant deviations, indicating potential investment opportunities or risks [3].

截至12月31日收盘，恒生指数年内累计上涨27.77%，恒生科技指数累计上涨23.45%，恒生国企指数累 计上涨22.27%。 2025年，港股震荡走强，恒生指数创下2017年以来最佳年度表现，港股主要指数涨幅位居全球前列。 恒生指数在年初快速上涨后一度接近25000点大关，随后受海外流动性收紧等因素影响，该指数一度下 探至19000点附近。伴随着资金面改善与市场情绪修复，恒生指数连续反弹，并在10月达到27381.84点 的阶段高点。10月以来，港股市场波动加剧。 随着指数的上涨，2025年港股的赚钱效应全面释放。截至12月31日，近400只股票年内涨幅翻倍，13只 股票年内涨幅超过10倍。香港创业板股票基地锦标集团年内暴涨超41倍，成为港股"涨幅王"。 港股通股票中，荣昌生物、药捷安康-B、长飞光纤光缆、汇聚科技、百奥赛图-B涨幅名列前五，分别涨 400%、388.94%、329.33%、315.41%、315.29%。 | 序号 | 证券代码 | 证券简称 | 区间涨跌幅 | | | --- | --- | --- | --- | --- | | | | | [起始交易日期] 本年初 [截止交易日期] ...

Group 1: Core Insights - The report from Southwest Securities indicates that by early 2025, Hong Kong-listed companies will begin to achieve business development (BD) milestones, with innovative drugs leading the market surge [1] - The Chinese innovative drug sector is expected to accelerate following the government's support for drug pricing mechanisms and the development of innovative drugs and medical devices, as highlighted in the March government work report [1] - The innovative drug sector is predicted to transition from a broad market rally to a selective stock picking phase by 2026, with a focus on three key areas: overseas expansion, brain-computer interfaces, and AI in healthcare [1] Group 2: Overseas Expansion - By December 5, 2025, the number of BD projects for Chinese innovative drugs going overseas reached 166, an increase of 54 projects compared to the entire year of 2024 [1] - The upfront payments for these projects totaled $6.3 billion, representing a growth of over 199% from 2024 [1] - The total amount for overseas projects reached $141.97 billion, an increase of over 136.8% from 2024, with over 52% of the molecules in early clinical stages [1] Group 3: Brain-Computer Interfaces - The 15th Five-Year Plan emphasizes the development of brain-computer interfaces as a new economic growth point, with several provinces introducing fee standards and including some projects in medical insurance [2] - The application of brain-computer interface technology is primarily focused on medical rehabilitation, particularly for patients with stroke and spinal cord injuries, with potential expansion into education, entertainment, and industrial sectors [2] Group 4: AI in Healthcare - Five national departments issued guidelines to promote and regulate the application of AI in healthcare, setting clear short-term (by 2027) and long-term (by 2030) goals across eight major areas [3] - AI in healthcare is entering a new phase of technological integration and industry restructuring, with key applications including AI health management, clinical decision support systems, medical imaging diagnostics, surgical robotics, genetic sequencing, and drug development [3] Group 5: Recommended Companies - The report recommends several companies for investment, including Heng Rui Medicine, BeiGene, Mindray Medical, United Imaging Healthcare, and others, indicating a diverse portfolio in the healthcare sector [4]

Core Insights - Chinese companies are projected to conduct approximately 39% of global cancer clinical trials in 2024, surpassing the United States at about 32% [2][8] - The number of clinical trials in China has increased significantly, from around 2% in 2009 to approximately 35% in 2023, indicating a growing dominance in the cancer research field [2][8] - The Chinese government is providing strong support for new drug research, designating it as a key national focus and investing substantial resources [4][8] Clinical Trials and Market Dynamics - In 2024, Chinese enterprises are expected to conduct 896 cancer clinical trials, leading globally, while the U.S. will conduct 720 trials [2][8] - The total number of clinical trials globally is projected to be 5,318, with Chinese companies accounting for 1,669 trials, approximately 30% of the total [7][8] - The increase in patient numbers in China facilitates easier clinical trial execution and drug development [5] Collaborations and Partnerships - Japanese pharmaceutical companies are increasingly collaborating with Chinese firms, with notable agreements in cancer treatment and autoimmune disease therapies [6][7] - In 2023, Takeda Pharmaceutical signed an agreement with a Chinese company for cancer drug licensing, highlighting the advantages of conducting research in China [6][7] - By mid-2025, contracts between Chinese and global pharmaceutical companies are expected to exceed $48.5 billion, indicating a robust partnership trend [7] Intellectual Property and Globalization - China filed over 188,000 drug patents in 2024, significantly outpacing the U.S. with about 53,000 patents, reflecting a rapid enhancement in research capabilities [7][8] - For Chinese drugs to enter international markets, they must undergo rigorous clinical trials and secure regulatory approvals, emphasizing the importance of intellectual property protection [10] - The potential for innovative Chinese drugs to be utilized globally is increasing, necessitating careful management of economic and geopolitical risks [10]

Core Viewpoint - The recent price drop of weight loss drugs, particularly the injection of Tirzepatide (Mu Feng Da) and Semaglutide, has led to significant financial losses for early consumers, while intensifying competition between major pharmaceutical companies Eli Lilly and Novo Nordisk [1][6][11]. Price War Dynamics - The price of Tirzepatide has decreased dramatically, with the 40mg specification now priced at approximately 1320 yuan, down from 3852 yuan, resulting in a loss of about 5060 yuan for consumers who purchased earlier [1][3]. - Novo Nordisk's Semaglutide has also seen substantial price reductions, with prices for various specifications dropping by nearly 50% [5]. - Both companies are engaging in a price war ahead of the new national medical insurance directory, with pre-sale promotions already underway on platforms like Meituan and JD Health [4][6]. Market Competition - The competition between Eli Lilly and Novo Nordisk has intensified, with Semaglutide achieving sales of approximately 167 billion yuan (about 1127.56 million Danish Krone) in the first half of the year, while Tirzepatide's sales reached 85.80 billion yuan [6][8]. - Analysts predict that Tirzepatide may surpass Semaglutide in sales by the end of the year, potentially dethroning it as the "king of drugs" [7]. Future Market Outlook - The weight loss drug market is expected to become increasingly competitive, with projections suggesting it could exceed 100 billion USD by 2030 [8]. - Numerous domestic companies are entering the GLP-1 drug market, with nearly 10 approved products, and many more in the pipeline [8][12]. - The expiration of key patents for Semaglutide in 2026 is anticipated to lead to a surge in generic versions, further intensifying competition [8][12]. Impact on Domestic Drugs - The price reductions of imported weight loss drugs have put significant pressure on domestic alternatives, such as Masitide, which has already seen a price drop of about 15% [11][12]. - Domestic companies are reevaluating their pricing strategies in light of the aggressive pricing from Eli Lilly and Novo Nordisk, which may hinder their profitability [12][13]. - The competitive landscape suggests that unless domestic drugs can secure early approval, they may struggle to gain market share against established players [13].

Core Insights - Hong Kong's IPO market achieved a record fundraising amount of 2856.93 billion HKD in 2025, surpassing Nasdaq and reclaiming the title of the world's largest IPO market, demonstrating the resilience and attractiveness of Hong Kong as an international financial center [4][5][7] Group 1: IPO Market Performance - Six companies, including AI pharmaceutical leader Insilico Medicine, listed simultaneously, raising over 60 billion HKD, contributing to a total of 117 IPOs for the year [3][4] - Insilico Medicine's shares debuted at 24.05 HKD, soaring 45.53% on the first day, while other companies like Lin Qingxuan and Meilian Holdings also showed strong performance [3][4] - The overall IPO first-day performance was mixed, with some companies experiencing significant gains while others, like Woan Robotics and Xunce Technology, had weaker results [3][4] Group 2: Structural Changes in the Market - The surge in IPOs was driven by the unique "A+H" listing model, indicating a shift in the market's function from primarily serving mainland private enterprises to becoming an international distribution center for mature mainland companies [6][8] - A total of 19 A-share companies raised approximately 1399.93 billion HKD in 2025, accounting for half of the total IPO fundraising, highlighting the increasing influence of A-share companies in the Hong Kong market [8] Group 3: Regulatory and Quality Concerns - The rapid growth of the IPO market has raised concerns about the quality of listings, prompting a joint letter from the Hong Kong Stock Exchange and the Securities and Futures Commission addressing issues such as poor drafting quality and inadequate verification of listing documents [9][10] - The overall IPO failure rate decreased to 28.83%, but a rebound in failure rates was observed towards the end of the year, indicating market skepticism towards lower-quality projects [10][11] Group 4: Future Outlook - Despite short-term volatility and quality challenges, forecasts for 2026 remain optimistic, with expectations of around 160 new listings and a fundraising target of at least 3000 billion HKD [12] - Continued inflow of southbound capital, which reached a record net inflow of 1.41 trillion HKD in 2025, is expected to provide substantial liquidity support for the Hong Kong market [12]

Core Viewpoint - Chinese companies are leading the world in cancer clinical trials, with a projected 39% share in 2024, surpassing the United States at 32% and indicating a significant shift in the global pharmaceutical landscape [1][3]. Group 1: Clinical Trials and Market Position - In 2024, Chinese enterprises are expected to conduct 896 cancer clinical trials, representing 39% of the global total, while the U.S. will account for approximately 32% [3]. - The number of clinical trials conducted by Chinese companies has increased from about 2% in 2009 to 35% in 2023, marking a substantial growth trajectory [3]. - The global market for pharmaceuticals is projected to see China’s drug expenditure reach $166 billion in 2024, constituting 10% of the global market [9]. Group 2: Government Support and R&D Investment - The Chinese government has prioritized new drug research as a key area, providing substantial funding and talent, particularly in the biopharmaceutical sector [7]. - The "Made in China 2025" initiative has identified biomedicine as a critical industry for national revitalization [7]. Group 3: Collaborations and Partnerships - Japanese pharmaceutical companies are increasingly collaborating with Chinese firms, with notable agreements for cancer treatments and other therapeutic areas [8]. - In the first half of 2025, contracts between Chinese and global pharmaceutical companies reached 61, totaling $48.5 billion, indicating a growing trend in international partnerships [9]. Group 4: Innovation and Patent Applications - China applied for over 188,000 drug patents in 2024, significantly outpacing the U.S. with approximately 53,000 applications, showcasing an increase in R&D capabilities [9]. - The quality of drug development in China is improving, with expectations for the emergence of blockbuster drugs and major pharmaceutical companies in the future [9]. Group 5: Global Market Challenges - Despite advancements, Chinese drugs primarily remain within the domestic market, with challenges in gaining approval for international sales [11]. - The need for transparent clinical trial data and intellectual property protection is crucial for Chinese companies aiming for global market entry [12].