二〇二五年九月 上市公司：派斯双林生物制药股份有限公司 上市地点：深圳证券交易所 证券简称：派林生物 证券代码：000403 中信建投证券股份有限公司 关于派斯双林生物制药股份有限公司 详式权益变动报告书 之 财务顾问核查意见 财务顾问 | 第二节 | 序言 3 | | --- | --- | | 第三节 | 声明 4 | | 第四节 | 财务顾问意见 5 | | 一、对本次详式权益变动报告书内容的核查 5 | | | 二、对信息披露义务人权益变动目的的核查 5 | | | 三、对信息披露义务人的核查 5 | | | 四、对信息披露义务人进行证券市场规范化运作辅导的情况 19 | | | 五、信息披露义务人的股权控制结构与其控股股东、实际控制人支配信息 | | | 披露义务人的方式 19 | | | 六、对信息披露义务人本次增持资金来源及合法性的核查 20 | | | 七、对信息披露义务人本次收购所履行的决策程序的核查 21 | | | 八、对是否已对收购过渡期间保持上市公司稳定经营作出安排，该安排是 | | | 否符合有关规定的核查 21 | | | 九、对信息披露义务人收购后续计划的核查 21 | | | ...

派斯双林生物制药股份有限公司 详式权益变动报告书 派斯双林生物制药股份有限公司 风险提示 本次权益变动尚需取得受让方有权国有资产监督管理部门的批复、经营者集中 审查通过、深交所合规性确认、股权出让方解除标的股份质押等。目前相关方正在 推进相关程序，本次权益变动能否完成前述程序存在不确定性，提请投资者注意相 关风险。 声明 一、本报告书系信息披露义务人依据《中华人民共和国公司法》《中华人民共和 国证券法》《上市公司收购管理办法》《公开发行证券的公司信息披露内容与格式 准则第 15 号——权益变动报告书》及《公开发行证券的公司信息披露内容与格式准 则第 16 号—上市公司收购报告书》及相关的法律、法规编写。 二、依据上述法律法规的规定，本报告书已全面披露了信息披露义务人在派斯 双林生物制药股份有限公司中拥有权益的股份。 详式权益变动报告书 上市公司名称：派斯双林生物制药股份有限公司 股票上市地点：深圳证券交易所 股票简称：派林生物 股票代码：000403 信息披露义务人：中国生物技术股份有限公司 注册地址/通讯地址：北京市朝阳区双桥路乙 2 号院 2 号楼 2 层 权益变动性质：股份增加（协议受让） 签署日期：二 ...

北京市嘉源律师事务所 关于派斯双林生物制药股份有限公司 2025 年第二次临时股东大会的 法律意见书 西城区复兴门内大街 158 号远洋大厦 4 楼 中国·北京 E UME 3 PT YUAN LAW OFFICES 北京 BEIJING · 上海 SHANGHAI · 深圳 SHENZHEN · 香港 HONGKONG · 广州 GUANGZHOU · 西安 XI `AN 北京市嘉源律师事务所 关于派斯双林生物制药股份有限公司 2025 年第二次临时股东大会的 法律意见书 嘉源(2025)-04-638 北京市嘉源律师事务所(以下简称"本所")接受派斯双林生物制药股份有 限公司(以下简称"公司")的委托,根据《中华人民共和国公司法》(以下简 称"《公司法》")、《上市公司股东会规则》(以下简称"《股东会规则》") 等现行有效的法律、行政法规、部门规章、规范性文件(以下简称"法律法规") 以及《派斯双林生物制药股份有限公司章程》(以下简称"《公司章程》")的 有关规定,指派本所律师对公司 2025年第二次临时股东大会(以下简称"本次 股东大会"）进行见证,并依法出具本法律意见书。 为出具本法律意见书,本所指派 ...

证券代码：000403 证券简称：派林生物 公告编号：2025-043 派斯双林生物制药股份有限公司 2025年第二次临时股东大会决议公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏。 （2）网络投票时间：其中，通过深圳证券交易所交易系统网络投票的时间为：2025 年 09 月 08 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 互联网投票系统网络投票时间为：2025 年 09 月 08 日上午 9:15 至下午 15:00 期间的任 意时间。 2、现场会议地点：上海闵行区虹桥商务区申滨路 168 号丽宝广场 T1B 号楼 3 层 1 号会议室。 3、会议召开方式：现场投票与网络投票相结合方式 4、会议召集人：公司董事会 特别提示： 本次股东大会的议案获得通过，未出现否决议案的情形。 本次股东大会不涉及变更前次股东大会已通过的决议。 一、会议召开和出席情况 （一）会议召开情况： 1、召开时间： （1）现场会议时间：2025 年 09 月 08 日（星期一）下午 15:00 | | 现场会议出席情况 | ...

Group 1 - The core viewpoint of the article highlights the performance and strategy of the Guotai Medical Health Stock A Fund, which reported a profit of 74.68 million yuan in the first half of 2025, with a net value growth rate of 13.15% [3] - As of September 5, 2025, the fund's unit net value was 0.896 yuan, and the fund manager, Xu Zhibiao, oversees six funds, all of which have positive returns over the past year [3] - The fund's investment strategy focuses on the medical sector, particularly in areas such as medical services, retail, and OTC devices, while avoiding heavily crowded innovative drug stocks in the A-share market [3] Group 2 - The fund's performance metrics indicate a near-term net value growth rate of 13.26% over the past three months, 17.70% over the past six months, and 42.25% over the past year, ranking it 47/54, 48/54, and 40/53 among comparable funds, respectively [6] - The fund's weighted average price-to-earnings ratio (TTM) is approximately 29.06 times, significantly lower than the peer average of -135.64 times, while the weighted average price-to-book ratio is 2.52 times compared to the peer average of 4.24 times [12] - The fund's weighted revenue and net profit growth rates (TTM) for the first half of 2025 are both 0.06%, with a weighted annualized return on equity of 0.09% [20] Group 3 - As of June 30, 2025, the fund's three-year Sharpe ratio is 0.2117, ranking 13/46 among comparable funds, while the maximum drawdown over the same period is 40.92%, ranking 21/47 [27][29] - The fund's average stock position over the past three years is 92.98%, higher than the peer average of 88.2%, with a maximum position of 94.25% at the end of 2021 [32] - The fund has a high concentration of holdings, with the top ten stocks consistently accounting for over 60% of the portfolio, including companies like Kefu Medical and Sanofi Pharmaceutical [43]

Group 1 - The AI Fund Zhongjia Medical Innovation Mixed Initiation A (016756) reported a profit of 744,500 yuan for the first half of 2025, with a weighted average profit per fund share of 0.0555 yuan [2] - The fund's net asset value growth rate was 7.49% during the reporting period, and as of the end of the first half, the fund size was 10.8867 million yuan [2] - The fund is classified as a mixed equity fund, focusing on long-term investments in pharmaceutical and medical stocks [2] Group 2 - As of September 3, the fund's unit net value was 0.896 yuan, with a one-year return of 29.5%, ranking 119 out of 136 comparable funds [5] - The fund manager indicated that while the overall medical insurance volume remains under pressure, it has stabilized marginally, and the focus of medical price reform has shifted away from price reductions [2][5] - The medical device sector is expected to perform well in the second half of the year, as some companies have begun to scale their overseas operations [2] Group 3 - As of June 30, 2025, the fund's weighted price-to-earnings ratio (TTM) was approximately 48.3 times, significantly lower than the industry average of 120.96 times [9] - The fund's weighted price-to-book ratio (LF) was about 2.11 times, compared to the industry average of 4.07 times [9] - The weighted price-to-sales ratio (TTM) was approximately 3.09 times, while the industry average was 6.52 times, indicating that the fund's valuations are below the industry average [9] Group 4 - For the first half of 2025, the weighted revenue growth rate (TTM) of the stocks held by the fund was -0.01%, and the weighted net profit growth rate (TTM) was -0.43% [14] - The weighted annualized return on equity was 0.04%, reflecting a challenging growth environment for the underlying stocks [14] Group 5 - As of June 30, 2025, the fund had a total of 220 holders, with a total of 13.4706 million shares held [35] - The fund's turnover rate for the last six months was approximately 303.51%, indicating a high level of trading activity [38] - The fund's top ten holdings have consistently accounted for over 60% of its total assets, with major positions in companies like United Imaging Healthcare and Mindray Medical [40]

Core Viewpoint - The State-owned Assets Supervision and Administration Commission (SASAC) emphasizes the acceleration of the development of the biopharmaceutical industry among central enterprises, focusing on innovation-driven, long-cycle, and differentiated development to enhance the industry's quality and impact [1] Group 1: Industry Development - SASAC, in collaboration with the Chinese Academy of Sciences, held a senior training course for central enterprises in the biopharmaceutical sector from August 27 to 30 [1] - The initiative aims to align with the "Healthy China" strategy and promote high-quality development in the biopharmaceutical industry [1] - There is a focus on deep learning, brainstorming, and precise understanding of industry trends and development paths for central enterprises [1] Group 2: Corporate Actions - In March, SASAC encouraged state-owned enterprises to utilize mergers and acquisitions, equity investments, and industrial funds to strengthen their influence in underdeveloped sectors like biopharmaceuticals [1] - Recently, China National Pharmaceutical Group (Sinopharm) announced acquisitions of leading companies in the blood products sector, Palin Biotech, and the pharmaceutical glass industry leader, Shandong Pharmaceutical Glass, showcasing a trend in industry consolidation [1]

Core Viewpoint - The State-owned Assets Supervision and Administration Commission (SASAC) is focusing on accelerating the development of the biopharmaceutical industry among central enterprises, emphasizing innovation-driven, long-cycle, and differentiated development to enhance the industry's quality and impact [1]. Group 1: Industry Development - SASAC, in collaboration with the Chinese Academy of Sciences, held a high-level training course for central enterprises in the biopharmaceutical sector from August 27 to 30 [1]. - The initiative aims to align with the "Healthy China" strategy and promote high-quality development in the biopharmaceutical industry [1]. - SASAC encourages state-owned enterprises to utilize mergers and acquisitions, equity investments, and industrial funds to strengthen their influence in the biopharmaceutical sector, particularly in areas with weak industrial foundations [1]. Group 2: Recent Mergers and Acquisitions - Recently, China National Pharmaceutical Group (Sinopharm) announced the acquisition of leading companies in the blood products sector, including Palin Biotech, and in the pharmaceutical glass sector, Shandong Pharmaceutical Glass, marking significant examples of mergers in the pharmaceutical industry [1].

Core Viewpoint - The blood products industry is experiencing significant performance differentiation among listed companies due to fluctuating terminal medical demand, ongoing centralized procurement policies, and intensified competition for plasma station resources [1][2]. Revenue Performance - The blood products industry has shown a clear tiered revenue structure, with leading companies benefiting from resource barriers while smaller firms struggle with revenue growth [2][3]. - Shanghai Raist achieved a revenue of 3.952 billion yuan, with a year-on-year plasma collection increase of nearly 12% [2]. - Tian Tan Bio reported a revenue of 3.110 billion yuan, a year-on-year increase of 9.47%, supported by its stable plasma collection capabilities [2]. - Hualan Bio generated a revenue of 1.798 billion yuan, up 8.8% year-on-year, with its blood products segment contributing 1.737 billion yuan, a 7.57% increase [2]. - The top three companies accounted for 74.64% of the total revenue of the eight listed companies in the industry [2]. Profitability Analysis - There is a significant disparity in net profit performance, with only two companies reporting positive year-on-year growth in net profit [4][5]. - Shanghai Raist led with a net profit of 1.03 billion yuan, while Hualan Bio saw a notable increase of 17.19% in net profit to 516 million yuan, driven by improved gross margins [4]. - Tian Tan Bio's net profit decreased by 12.88% to 633 million yuan, impacted by declining product sales prices and reduced interest income [4]. - The profitability of smaller companies is under pressure, with Baiya Bio reporting a net profit of 225 million yuan and a cash dividend plan reflecting shareholder returns [5]. - Bai Lin Bio's net profit fell by 27.89% to 236 million yuan due to capacity expansion efforts, while Wei Guang Bio's net profit slightly decreased by 2.02% to 108 million yuan [5][6]. Industry Challenges - The industry faces challenges such as weak terminal demand, ongoing centralized procurement pressures, and financial and R&D constraints [6]. - The demand for conventional products like human albumin has decreased due to adjustments in treatment rhythms at medical institutions [6]. - Centralized procurement policies continue to exert pressure on pricing, affecting revenue from related business lines [6]. - Companies are experiencing tight funding issues as they invest in expanding plasma stations and advancing new product development [6].

Core Viewpoint - The financial performance of China Resources Boya Biological Pharmaceutical Group Co., Ltd. (Boya Bio) reflects a challenging transition period, with revenue growth not translating into profit, highlighting the dual challenges of industry-wide centralized procurement and technological pressures [1][3][10] Financial Performance - In the first half of 2025, Boya Bio reported revenue of 1.008 billion yuan, a year-on-year increase of 12.51%, while net profit attributable to shareholders fell to 225 million yuan, a decline of 28.68% [1][2] - The gross profit margin decreased significantly by 14.02 percentage points to 53.01% compared to the same period last year [1][2] Industry Context - The "increase in revenue but decrease in profit" phenomenon is not unique to Boya Bio but is a common issue across the blood products industry, with major players experiencing net profit declines exceeding 20% in the first quarter of 2025 [3][4] - The price decline of blood products, influenced by regional centralized procurement initiatives, has put direct pressure on profit margins, with prices for certain products like immunoglobulin dropping by approximately 12.59% [3][4] Strategic Focus - Boya Bio is focusing on its core blood products business while divesting non-core assets, having sold stakes in several companies since 2023, with the latest sale in July 2025 resulting in a 25.8% discount from the initial listing price [5][6] - The company aims to stabilize operations at its remaining subsidiary, Xinbai Pharmaceutical, and enhance asset and product efficiency [1][5] Growth Initiatives - Boya Bio has expanded its plasma collection network, increasing the number of plasma stations to 21 across seven provinces, which is expected to enhance raw plasma supply [2][6] - The company is investing in research and development, with R&D expenditures reaching 44.72 million yuan in the first half of 2025, accounting for 4.44% of revenue [9] Challenges and Opportunities - The blood products industry is undergoing significant transformation, with tight plasma resources and increasing competition from imported products, which now account for 69% of the domestic market for albumin [8][10] - Boya Bio is actively pursuing technological innovations and collaborations to enhance its product offerings and operational efficiency, including the establishment of smart factories expected to improve production automation [9][10]