Core Viewpoint - The company, Shanghai Haoyuan Pharmaceutical Co., Ltd., is adjusting the implementation locations and delaying the timeline for its convertible bond fundraising project, specifically for the CDMO project, while ensuring that the total investment amount and production capacity remain unchanged [1][6]. Fundraising Overview - The company has received approval from the China Securities Regulatory Commission to issue convertible bonds totaling RMB 822.35 million, with a maturity of 6 years and a face value of RMB 100 per bond [1][2]. - The funds will be stored in a dedicated account, and the company has signed a tripartite/four-party supervision agreement with the sponsor and the bank [1]. Investment Project Details - The total investment for the high-end pharmaceutical intermediates and raw materials CDMO industrialization project (Phase I) is RMB 863.51 million, with RMB 811.74 million planned to be funded from the raised capital [2][3]. Adjustments and Delays - The project site is located in the chemical park in Chengwu County, Heze City, Shandong Province, covering approximately 158 acres [3][4]. - Adjustments include relocating certain workshops and auxiliary facilities to optimize space and reduce costs, without affecting the total investment or production capacity [4][6]. - The project timeline has been extended to June 2029 due to delays in funding and the need for additional government approvals [5][6]. Impact of Adjustments - The adjustments are based on practical project implementation conditions and do not alter the investment content or total amount, ensuring no significant adverse effects on the company's operations [6][7]. - The company has followed necessary approval procedures for these adjustments, complying with relevant regulations [6][7].

Core Viewpoint - The legal opinion letter issued by Deheng Shanghai Law Firm confirms that the procedures for the upcoming shareholders' meeting of Shanghai Haoyuan Pharmaceutical Co., Ltd. comply with relevant laws and regulations, ensuring the legitimacy of the meeting and its resolutions [1][4][10]. Group 1: Meeting Procedures - The fourth board meeting of the company was held on June 18, 2025, where the decision to convene the shareholders' meeting was made [4]. - The notice for the shareholders' meeting was published on June 20, 2025, detailing the time, location, agenda, and registration methods, with a record date set for July 1, 2025 [4][5]. - The meeting will be conducted using a combination of on-site and online voting methods, with specific time slots allocated for each voting method [5][10]. Group 2: Qualifications of Participants - The shareholders' meeting is convened by the company's board of directors, which is authorized to do so under the Company Law and the company's articles of association [5][6]. - A total of 75 shareholders and representatives attended the meeting, representing 105,439,641 shares with voting rights, which is a significant portion of the total voting shares [5][6]. - All attending shareholders provided valid identification, and the qualifications of online voters were verified by the Shanghai Stock Exchange's information company [6][10]. Group 3: Voting Procedures and Results - Voting was conducted through both written and online methods, with the counting and monitoring of votes carried out by the lawyers, supervisors, and shareholder representatives [6][10]. - The resolutions passed during the meeting included the cancellation of the supervisory board and amendments to the company's articles of association, with significant support from the voting shareholders [8][9]. - The voting results showed overwhelming approval for the proposed resolutions, indicating strong shareholder support for the company's governance changes [8][9].

Core Viewpoint - The company plans to increase its capital in its wholly-owned subsidiary, Anhui Haoyuan Pharmaceutical Co., Ltd., through a debt-to-equity conversion to alleviate financial pressure and optimize its capital structure [4][6][7]. Summary by Sections 1. Basic Situation of the Capital Increase - The company has formed a fundraising debt of RMB 40 million from Anhui Haoyuan due to the completion of the "Anhui Haoyuan Biological Pharmaceutical R&D Center Construction Project" in 2021 [1]. - For the "Anhui Haoyuan Annual Production of 121.095 Tons of Pharmaceutical Raw Materials and Intermediates Construction Project (Phase I)," the company has a fundraising debt of RMB 527.26 million and a self-funding debt of RMB 164.53 million [2]. 2. Approval Process - The company’s board of directors approved the use of RMB 180 million of raised funds for capital increase on July 12, 2021, and later approved a debt-to-equity conversion of RMB 200 million on March 22, 2024 [3][4]. 3. Purpose and Impact of the Capital Increase - The capital increase aims to relieve Anhui Haoyuan's financial pressure, optimize its asset-liability structure, and enhance its competitive strength [6][7]. - After the capital increase, Anhui Haoyuan's registered capital will rise from RMB 400 million to RMB 800 million, and it will remain a wholly-owned subsidiary of the company [4][7]. 4. Financial Situation of Anhui Haoyuan - As of the end of the first quarter of 2024, Anhui Haoyuan's total assets were RMB 797.34 million, total liabilities were RMB 584.89 million, and net profit was -RMB 113.37 million [6]. 5. Opinions from the Board and Supervisory Committee - The board and supervisory committee agree that the debt-to-equity conversion will not harm the interests of the company or its shareholders, particularly minority shareholders [7][8].

Core Viewpoint - The 2025 Lujiazui Forum will be held in Shanghai, coinciding with positive signals from multiple Sci-Tech Innovation Board companies, showcasing steady performance growth, breakthroughs in core technologies, and frequent buybacks to boost market confidence [1] Group 1: Business Performance Highlights - The integrated circuit industry is thriving, with companies reporting strong performance due to the recovery of the terminal consumer market. For instance, Beijing Jingyi Automation Equipment Technology Co., Ltd. expects revenue between 690 million to 720 million yuan for the first half of 2025, a year-on-year increase of 36.54% to 42.48% [2] - Ningbo YSIC Electronics Co., Ltd. anticipates a revenue growth of 16.60% to 28.88% for the first half of 2025, driven by improved delivery capabilities and rising utilization rates in advanced packaging product lines [2] - Xiamen Xatu New Energy Materials Co., Ltd. reported a sales volume of approximately 47,600 tons for new energy materials in the first five months, a year-on-year increase of about 20.95%. The demand for lithium cobalt oxide also surged, with sales reaching approximately 22,300 tons, up about 53% [3] - Hefei Chip Microelectronics Equipment Co., Ltd. signed seven equipment purchase contracts totaling 146 million yuan, demonstrating strong product competitiveness [3] Group 2: R&D Achievements - The Sci-Tech Innovation Board has effectively implemented reforms to support technological innovation and new productive forces, resulting in over 120,000 invention patents accumulated by the end of 2024, with more than 20,000 new patents in 2024 alone [4] - 109 companies have been recognized as "single champion" enterprises in manufacturing, reflecting the highest development levels in specific sectors [4] - Several biopharmaceutical companies have announced significant R&D progress, including Suzhou Zejing Biopharmaceutical Co., Ltd., which received approval for clinical trials of its drugs for advanced small cell lung cancer [5] Group 3: Buyback and Stake Increase Actions - Sci-Tech Innovation Board companies are actively implementing buyback and dividend strategies to enhance shareholder value and stabilize market expectations. On June 17, eight companies announced buyback plans with a total upper limit of 762 million yuan [6] - Approximately 60% of Sci-Tech Innovation Board companies have conducted share buybacks since listing, totaling over 40 billion yuan. In 2024, more than 440 companies proposed buyback and stake increase plans, with a total upper limit exceeding 37 billion yuan [6] - Notable buyback actions include Hefei Jinghe Integrated Circuit Co., Ltd., which has repurchased shares totaling 890 million yuan, and several companies have announced plans to cancel repurchased shares to enhance shareholder returns [6][7]

Core Insights - Shanghai Haoyuan Pharmaceutical Co., Ltd. reported a revenue of 606 million yuan for Q1 2025, representing a year-on-year growth of 20.05%, and a net profit attributable to shareholders of 62.38 million yuan, up 272.28% [1] - The total assets of the company reached 5.714 billion yuan by the end of Q1 [1] - The global trade environment is undergoing significant changes, with high-frequency repurchase characteristics of research reagents likely accelerating domestic substitution [1] Business Performance - The front-end life science reagent business of the company showed strong growth, with its revenue share significantly increasing compared to the same period last year [2] - The backlog of orders in the back-end business increased by over 30% year-on-year, indicating a notable rise in customer demand [2] Innovation and R&D - The company is actively exploring the application of AI technology in new drug development, aiming to establish an "AI + Biomedicine" innovation hub [2] - A partnership has been formed with East China Normal University to create an "AI Drug Exploration Joint Laboratory," focusing on ADC drug database construction and AI drug intelligent manufacturing [2] - The initiative aims to enhance the company's technological barriers in the entire drug development process and accelerate the transition of research results from the laboratory to production [2]

Core Viewpoint - The company has decided to postpone the expected completion date for its fundraising project related to the issuance of convertible bonds, specifically the "265t/a high-end pharmaceutical intermediate product project," to April 2026 due to various implementation challenges and market conditions [1][4][6]. Fundraising Overview - The company has received approval from the China Securities Regulatory Commission to issue convertible bonds totaling RMB 822.35 million, with a maturity of 6 years and a face value of RMB 100 per bond [1][2]. - The total investment amount for the fundraising project is RMB 863.51 million, with RMB 811.74 million planned to be funded from the raised capital [2][3]. Project Delay Details - The delay in the project is attributed to the need for the company to ensure that the new construction of the third workshop is completed before starting renovations on the first and second workshops, which are critical for transitioning from commissioned processing to self-production [4][5]. - The expected completion date for the project has been postponed from March 2025 to April 2026 due to the late arrival of the raised funds and the need to optimize project progress in response to market demands [5][6]. Impact of Delay - The postponement is a cautious decision based on the actual situation of project implementation and does not alter the investment content or total amount, nor does it significantly impact the company's normal operations [4][6]. - The decision has been reviewed and approved by both the board of directors and the supervisory board, ensuring compliance with relevant regulations and protecting shareholder interests [6][7].

Meeting Overview - The fourth meeting of the fourth Supervisory Board of Shanghai Haoyuan Pharmaceutical Co., Ltd. was held on March 26, 2025, in accordance with legal regulations [1] - The meeting was convened by the chairman of the Supervisory Board, Mr. Zhang Yucheng, with all three supervisors present, ensuring the legality and validity of the resolutions [1] Resolutions Passed - The Supervisory Board approved the 2024 work report of the Supervisory Board, with a unanimous vote of 100% in favor [2] - The 2024 annual report and summary were approved, confirming compliance with legal and regulatory requirements, also with a unanimous vote of 100% in favor [2] - The financial settlement report for 2024 was approved, with a unanimous vote of 100% in favor [2] - The financial budget report for 2025 was approved, with a unanimous vote of 100% in favor [2] - The reappointment of Rongcheng Accounting Firm as the auditing institution for 2025 was approved, with a unanimous vote of 100% in favor [3] - The special report on the use of raised funds for 2024 was approved, confirming compliance with relevant regulations, with a unanimous vote of 100% in favor [4] - The proposal to postpone certain fundraising project investments was approved, with a unanimous vote of 100% in favor [5] - The internal control evaluation report for 2024 was approved, with a unanimous vote of 100% in favor [6] - The proposal for the 2025 supervisor remuneration was submitted for the annual shareholders' meeting due to all supervisors abstaining from voting [6] - The expected daily related transactions for 2025 were approved, with a unanimous vote of 100% in favor [6] - The proposal for the company and its subsidiaries to apply for a comprehensive credit limit from banks and provide guarantees was approved, with a unanimous vote of 100% in favor [7] - The proposal for asset impairment provision was approved, with a unanimous vote of 100% in favor [7] - The profit distribution plan for 2024 was approved, with a unanimous vote of 100% in favor [8] - The mid-term dividend arrangement for 2025 was approved, with a unanimous vote of 100% in favor [8] - The annual evaluation report for the "Quality Improvement and Efficiency Enhancement Return" special action plan for 2024 was approved, with a unanimous vote of 100% in favor [9] - The special action plan for 2025 was approved, with a unanimous vote of 100% in favor [9] - The performance commitment realization and compensation plan for Yaoyuan Pharmaceutical Chemical (Shanghai) Co., Ltd. was approved, with a unanimous vote of 100% in favor [10] - The proposal to invalidate certain unvested restricted stock from the 2022 incentive plan was approved, with a unanimous vote of 100% in favor [11] - The conditions for the third vesting period of the initial grant of the 2022 restricted stock incentive plan were confirmed, with a unanimous vote of 100% in favor [12]

| 证券代码：688131 | 证券简称：皓元医药 | | --- | --- | | 转债代码：118051 | 转债简称：皓元转债 | 上海皓元医药股份有限公司 2025 年限制性股票激励计划 （草案） 上海皓元医药股份有限公司 二〇二五年二月 上海皓元医药股份有限公司 2025年限制性股票激励计划（草案） 声 明 本公司及全体董事、监事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 本公司所有激励对象承诺，若公司因信息披露文件中有虚假记载、误导性 陈述或者重大遗漏，导致不符合授予权益或行使权益安排的，激励对象自相关 信息披露文件被确认存在虚假记载、误导性陈述或者重大遗漏后，将由本次激 励计划所获得的全部利益返还公司。 特别提示 一、《上海皓元医药股份有限公司 2025 年限制性股票激励计划（草案）》 系上海皓元医药股份有限公司依据《中华人民共和国公司法》《中华人民共和 国证券法》《上市公司股权激励管理办法》《上海证券交易所科创板股票上市 规则》《科创板上市公司自律监管指南第 4 号——股权激励信息披露》等有关 法律、法规、部门规章、规范性 ...

第一章 释 义 深圳价值在线咨询顾问有限公司 关于 上海皓元医药股份有限公司 2025 年限制性股票激励计划（草案） 之 独立财务顾问报告 $$\Xi{\bf{\cal{O}}}\,{\bf{\equiv}}\,\Xi{\bf{\cal{H}}}\,{\bf{\not\equiv}}\,\Xi{\bf{\cal{H}}}$$ | | | 深圳价值在线咨询顾问有限公司 独立财务顾问报告 在本报告中，如无特殊说明，下列简称具有如下含义： | 释义项 | | 释义内容 | | --- | --- | --- | | 皓元医药、本公司、上市公司、 | 指 | 上海皓元医药股份有限公司 | | 公司 | | | | 本次激励计划 | 指 | 上海皓元医药股份有限公司2025年限制性股票激励 | | | | 计划 | | 《激励计划（草案）》 | 指 | 《上海皓元医药股份有限公司2025年限制性股票激 | | | | 励计划（草案）》 | | | | 《深圳价值在线咨询顾问有限公司关于上海皓元医 | | 本报告、本独立财务顾问报告 | 指 | 药股份有限公司2025年限制性股票激励计划（草案） | | | | 之独立财 ...

德恒上海律师事务所 关于上海皓元医药股份有限公司 2025 年限制性股票激励计划（草案） 的 法律意见书 上海市虹口区东大名路 501 号上海白玉兰广场办公楼 23 楼 电话：021-55989888 传真：021-55989898 | 一、公司实施本激励计划的主体资格 | 4 | | --- | --- | | 二、本激励计划内容的合法合规性 | 6 | | 三、本激励计划履行的程序 | 19 | | 四、本激励计划的信息披露义务 | 21 | | 五、公司未为激励对象提供财务资助 | 22 | | 六、本激励计划对公司及全体股东利益的影响 | 22 | | 七、本次股权激励计划不涉及关联董事回避表决情形 | 22 | | 八、结论性意见 | 23 | 释 义 在本《法律意见书》中，除非文义另有所指，下列词语具有下属涵义： | 皓元医药/公司 | 指 | 上海皓元医药股份有限公司 | | --- | --- | --- | | 本激励计划/本次激 | 指 | 上海皓元医药股份有限公司 2025 年限制性股票激励计划 | | 励计划 | | | | 本《法律意见书》 | 指 | 《德恒上海律师事务所关于上海皓 ...