本所律师根据《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》）、《律师事务所从事证券法律业务管理办法》（以下简称 《证券法律业务管理办法》）、《律师事务所证券法律业务执业规则（试行）》 （以下简称《证券法律业务执业规则》）等相关法律、行政法规、规章、规范性 文件及《睿智医药科技股份有限公司章程》（以下简称《公司章程》）的规定， 就本次会议的召集与召开程序、召集人资格、出席会议人员资格、会议表决程序 及表决结果等事宜，出具本法律意见书。 对本法律意见书的出具，本所律师特作如下声明： 1．本所律师仅就本次会议的召集与召开程序、召集人和出席现场会议人员 资格、会议表决程序及表决结果的合法性发表意见，不对本次会议所审议的议案 内容及该等议案所表述的事实或数据的真实性、准确性和完整性发表意见； 上海市徐汇区淮海中路 1010 号嘉华中心 45 层 邮编：200031 电话：(86-21) 5404 9930 传真：(86-21) 5404 9931 北京市竞天公诚律师事务所上海分所 关于睿智医药科技股份有限公司 2025 ...

本公司及董事会全体成员保证公告内容真实、准确和完整，没有虚假记载、误导 性陈述或重大遗漏。 特别提示： 1、本次股东会未出现否决提案的情形。 证券代码：300149 证券简称：睿智医药 公告编号：2025-76 睿智医药科技股份有限公司 2025 年第二次临时股东会决议公告 2、本次股东会无变更提案的情况。 一、会议召开和出席情况 1、召开方式：本次会议采取现场投票与网络投票相结合的方式。 2、现场会议地点：上海市浦东新区张江高科技园区金科路 2829 号金科中心 A 栋 3、现场会议召开时间：2025 年 11 月 17 日下午 14:30 4、网络投票时间：2025 年 11 月 17 日。其中，通过深圳证券交易系统进行网络 投票的具体时间为 2025 年 11 月 17 日上午 9:15-9:25，9:30-11:30，下午 13:00-15:00； 通过深圳证券交易所互联网投票的具体时间为 2025 年 11 月 17 日上午 9:15 至下午 15:00 期间的任意时间。 5、召集人：公司董事会 6、出席现场会议和参加网络投票的股东及股东代表共 264 人，所持（代理）有 表决权的股份总数 172, ...

Core Insights - The company is collaborating with professional investment institutions to establish an investment fund through a CVC model, focusing on innovative drug projects [1] - The company aims to achieve a revenue growth rate of no less than 15% by 2025 and to turn net profit positive (excluding equity incentive expenses) [1] Group 1 - The company’s wholly-owned subsidiary is involved in the investment fund initiative [1] - The investment strategy is designed to empower industrial collaboration and expand future orders [1] - The company is advancing its operational efforts around equity incentive goals [1]

Company Overview - Ruizhi Pharmaceutical (SZ 300149) announced that on November 13, 2025, it will accept investor research led by Guoxin Securities, with CFO Cha Yinqun addressing investor questions [1] - As of the report, Ruizhi Pharmaceutical has a market capitalization of 5.8 billion yuan [1] Revenue Composition - For the first half of 2025, the revenue composition of Ruizhi Pharmaceutical is as follows: - Pharmaceutical research and development services and production outsourcing accounted for 99.06% - Prebiotic series accounted for 0.52% - Rental income accounted for 0.35% - Other industries accounted for 0.07% [1]

Group 1: Equity Incentive Plan - The company announced a restricted stock incentive plan on April 2025, with the first grant date set for July 11, 2025, at a price of 3.05 yuan per share, granting 44.56 million shares to 123 recipients including management and key personnel [2][3] - The equity incentive expenses for the first three quarters of 2025 amounted to 3,563.69 million yuan; excluding these expenses, the net profit attributable to shareholders was 42.72 million yuan, a year-on-year increase of 169.29% [3] Group 2: Employee Retention and Stability - The company's recent employee turnover rate is at a healthy level, indicating good team stability [3] Group 3: Collaboration with Investment Funds - The company has established investment funds in collaboration with professional investment institutions to enhance the innovative drug industry, leveraging their investment capabilities and risk control [3] Group 4: Performance Outlook - The company aims for a revenue growth rate of no less than 15% in 2025, with net profit (excluding equity incentive payment expenses) expected to be positive [3]

Market Overview - The medical services sector declined by 0.47% on November 14, with the digital human sector leading the drop [1] - The Shanghai Composite Index closed at 3990.49, down 0.97%, while the Shenzhen Component Index closed at 13216.03, down 1.93% [1] Stock Performance - Notable declines in individual stocks include: - Digital Human: closed at 17.28, down 4.85% with a trading volume of 80,400 shares and a turnover of 1.411 million [1] - Haoyuan Pharmaceutical: closed at 77.20, down 3.54% with a trading volume of 30,800 shares and a turnover of 2.4212 million [1] - Yinos: closed at 48.69, down 2.62% with a trading volume of 14,300 shares and a turnover of 7132.217 [1] - Other notable declines include Taige Pharmaceutical, MediX, and WuXi AppTec, all showing declines between 1.28% and 2.08% [1] Capital Flow - The medical services sector experienced a net outflow of 238 million yuan from institutional investors, while retail investors saw a net inflow of 181 million yuan [3] - Notable capital flows for specific stocks include: - Ruizhi Pharmaceutical: net inflow of 38.93 million yuan from institutional investors, but net outflows from retail and speculative investors [3] - Chengda Pharmaceutical: net inflow of 37.96 million yuan from institutional investors, with significant outflows from speculative investors [3] - Other stocks like Sanbo Brain Science and Jinyu Medical also showed varying net inflows and outflows among different investor types [3]

Core Viewpoint - The stock of Ruizhi Pharmaceutical has shown significant growth this year, with a notable increase in both revenue and net profit, indicating strong performance in the pharmaceutical outsourcing sector [1][2]. Group 1: Stock Performance - On November 14, Ruizhi Pharmaceutical's stock rose by 2.40%, reaching a price of 11.52 yuan per share, with a trading volume of 1.04 billion yuan and a turnover rate of 1.94%, resulting in a total market capitalization of 57.37 billion yuan [1]. - Year-to-date, the stock price has increased by 79.44%, with a 6.47% rise over the last five trading days, a 2.58% increase over the last 20 days, and a 10.70% decline over the last 60 days [1]. - The company has appeared on the "Dragon and Tiger List" twice this year, with the most recent instance on July 29, where it recorded a net buy of 1.65 billion yuan [1]. Group 2: Financial Performance - For the period from January to September 2025, Ruizhi Pharmaceutical achieved a revenue of 8.17 billion yuan, reflecting a year-on-year growth of 13.68%, while the net profit attributable to shareholders was 709.13 million yuan, marking a substantial increase of 111.50% [2]. - The company has distributed a total of 1.80 billion yuan in dividends since its A-share listing, with no dividends paid in the last three years [2]. Group 3: Shareholder Information - As of October 31, 2025, the number of shareholders for Ruizhi Pharmaceutical was 42,100, a decrease of 0.88% from the previous period, with an average of 11,260 circulating shares per shareholder, which is an increase of 0.89% [2]. - Among the top ten circulating shareholders, Hong Kong Central Clearing Limited holds 24.33 million shares, having decreased its holdings by 6,100 shares compared to the previous period [2].

Core Viewpoint - The Hong Kong medical sector is experiencing significant growth, as evidenced by the performance of the Hong Kong Medical ETF, which has increased over 50% since its launch this year, indicating strong market resilience [1] Industry Summary - The CXO (Contract Research Organization) sector is seeing robust order volumes, with major companies like WuXi AppTec reporting an order backlog of 59.88 billion yuan, a year-on-year increase of 41.2% [2] - WuXi Biologics has an unfulfilled order total of 20.3 billion USD (approximately 147 billion yuan), showcasing strong demand in the sector [2] - Other CXO companies, such as Kanglong Chemical and Tigermed, are also reporting double-digit growth in new orders, driven by high demand from multinational pharmaceutical companies [2] Company Summary - ADC (Antibody-Drug Conjugate) related CDMO companies are experiencing significant growth, with Pharmaron reporting a 15% year-on-year increase in new CDMO orders, and orders for ADC-related new business growing over 100% [3] - BeiGene has shown remarkable performance, with a 10% increase in its US stock price following positive regulatory developments, indicating a favorable environment for pharmaceutical companies [5] - Pfizer has initiated a new clinical trial for a dual-target PD-1/VEGF antibody drug, signaling ongoing innovation in drug development [5]

Core Insights - The Xinjiang Listed Companies Association organized a learning exchange activity in Shanghai for 27 listed companies and related institutions, focusing on "benchmarking advanced practices and empowering enhancement" [1][2] - The event included training on regulatory policies from the Shanghai Stock Exchange, emphasizing compliance in daily operations, information disclosure, and capital operations [1] - Participants visited four benchmark companies in Shanghai to learn about their advanced experiences in technology innovation, industry operations, corporate governance, and ESG practices [2] Group 1 - The activity aimed to build an efficient learning and cooperation bridge for Xinjiang listed companies [1] - The training provided insights into compliance management and risk prevention, highlighting common issues in information disclosure and regulatory processes [1] - The event facilitated a platform for collaboration between Xinjiang enterprises and Shanghai resources, enhancing awareness of collaborative benchmarking [2] Group 2 - The association plans to continue organizing various learning exchange activities to meet enterprise development needs and promote healthy development in the Xinjiang capital market [2] - The initiative aims to deepen understanding of industrial upgrades, technological innovation, and capital operations [2] - The event strengthened the foundation for high-quality development of Xinjiang listed companies through enhanced capabilities and resource integration [2]

Core Viewpoint - The recent "Walk into Shanghai" event organized by the Xinjiang Listed Companies Association aimed to enhance the compliance foundation, optimize capital operations, and improve governance capabilities of local companies, thereby promoting high-quality development in the regional capital market [1][6]. Group 1: Regulatory Policy and Compliance - The event included a training session led by experts from the Shanghai Stock Exchange, focusing on the latest regulatory policies affecting listed companies, emphasizing compliance in daily operations, information disclosure, and capital operations [2]. - The training aimed to help Xinjiang companies understand regulatory directions and learn from typical regulatory cases to ensure sustainable development [2]. Group 2: Capital Operations and Mergers - Shanxi Securities provided insights on capital operations and value management, discussing trends in mergers and acquisitions and how to enhance corporate value through effective management [2]. - A closed-door seminar organized by Shangqi Capital gathered various professional institutions to share insights on investment banking practices, merger strategies, and financial support, facilitating a platform for deep integration of capital and industry [3]. Group 3: Learning from Benchmark Enterprises - The event included visits to four benchmark companies in Shanghai, focusing on their experiences in technological innovation, corporate governance, and ESG practices [4]. - Awei Electronics, a leader in mixed-signal chips, invested over 2 billion in R&D over the past five years, showcasing a strong governance system centered on innovation [4]. - Kying Network demonstrated its achievements in IP innovation and integrating ESG principles into corporate governance [4]. - Ruizhi Pharmaceutical highlighted its leadership in new drug development and compliance in international clinical trials [4]. - Borai Technology introduced innovative solutions in renewable energy and autonomous driving, addressing traditional mining challenges [5]. Group 4: Local Company Engagement - The delegation also visited Tianshan Co., a local benchmark in the building materials industry, showcasing its commitment to compliance, collaboration, and green production [5]. - The discussions between Xinjiang companies and Shanghai resources aimed to enhance mutual learning and collaboration in compliance management and green technology applications [5]. Group 5: Future Initiatives - The Xinjiang Listed Companies Association plans to continue organizing various learning and exchange activities to meet the actual needs of enterprises, promoting resource integration and collaborative innovation for the healthy development of the regional capital market [6].