石药集团新诺威制药股份有限公司独立董事 关于第六届董事会第三次会议相关事项的独立意见及专项说明 我们作为石药集团新诺威制药股份有限公司（以下简称"公司"）独立董事审 议了公司第六届董事会第三次会议相关议案。根据《公司章程》及《独立董事工 作细则》等制度的相关规定，并参照《关于在上市公司建立独立董事制度的指导 意见》《深圳证券交易所创业板股票上市规则》《上市公司自律监管指引第 2 号 ——创业板上市公司规范运作》等法律、法规、规范性文件的规定，本着对公司、 全体股东负责的态度，对公司下列事项进行了认真的了解和查验，现就公司第六 届董事会第三次会议的相关事项发表独立意见并对控股股东及其他关联方占用 公司资金、公司对外担保情况的专项说明，相关情况如下： 一、关于公司《2023 年半年度募集资金存放与使用情况的专项报告》的独 立意见 公司本次注销控股子公司石药集团安沃勤医药（泰州）有限公司符合《公司 法》《公司章程》的有关规定。该公司注销后，不会对公司合并财务报表产生实 质性影响，不会对公司整体业务发展和盈利水平产生不利影响。不存在损害公司 及全体股东，特别是中小投资者利益的情形。 因此，我们一致同意公司清算注销控股 ...

鉴于石药集团新诺威制药股份有限公司（以下简称"公司"）的全资子公司 石药集团中诺药业（泰州）有限公司下属控股子公司石药集团安沃勤医药（泰州） 有限公司（以下简称"安沃勤医药"）目前已无实际经营业务，为提升公司整体 运营效率，降低管理成本和经营风险，整合公司资源，公司拟依法定程序清算并 注销子公司安沃勤医药。 2023 年 8 月 16 日公司召开第六届董事会第三次会议审议通过了《关于清 算注销控股子公司石药集团安沃勤医药（泰州）有限公司的议案》，同意清算注 销控股子公司安沃勤医药，并授权公司管理层按照法定程序办理清算、注销等相 关事宜。 证券代码：300765 证券简称：新诺威 公告编号：2023-056 石药集团新诺威制药股份有限公司 根据深圳证券交易所《股票上市规则》及《公司章程》等相关规定，本次清 算及注销事项在董事会审批权限范围内，无需提交公司股东大会审议。本次清算 及注销事项不涉及关联交易，亦不构成重大资产重组。 关于清算注销控股子公司的公告 一、 石药集团安沃勤医药（泰州）有限公司的基本情况 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 1、统一 ...

签署日期： 年 月 日 因此，我们一致同意将该事项提交公司第六届董事会第三次会议审议。 （本页无正文，为《石药集团新诺威制药股份有限公司独立董事关于第六届董事 会第三次会议相关事项的事前认可意见》之签署页） 李迪斌 杨鹏 邸丛枝 石药集团新诺威制药股份有限公司独立董事 关于第六届董事会第三次会议相关事项的事前认可意见 根据《公司章程》及《独立董事工作细则》等制度的相关规定，并参照《关 于在上市公司建立独立董事制度的指导意见》《深圳证券交易所创业板股票上市 规则》《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范 运作》等法律、法规、规范性文件的规定，我们作为石药集团新诺威制药股份有 限公司（以下简称"公司"）独立董事，本着勤勉、尽责的态度，基于独立的立场 及判断，已于会前获悉本次会议审议的相关事项并进行了事前审议。 公司本次增加与关联方石家庄世耀工程有限公司的日常关联交易预计额度 系公司日常经营所需，交易事项符合市场经营规则，交易定价公允，不存在损害 公司及股东利益，特别是中小股东利益的情形，符合《深圳证券交易所创业板股 票上市规则》《深圳证券交易所上市公司自律监管指引第 7 号——交易与关 ...

| | 石药集团河北中诚医 | 同 受 最 终控 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 药有限公司及其子公 | 制方控制 | 应收账款 | 211.40 | 1,617.31 | | 1,157.57 | 671.14 货款 | 经营性往来 | | | 司 | | | | | | | | | | | 石药集团内蒙古中诺 | 同 受 最 终控 | 应收账款 | 230.40 | 727.20 | | 680.40 | 277.20 货款 | 经营性往来 | | | 药业有限公司 | 制方控制 | | | | | | | | | | 石药银湖制药有限公 | 同 受 最 终控 | 应收账款 | 172.96 | 599.77 | | 586.64 | 186.09 货款 | 经营性往来 | | | 司 | 制方控制 | | | | | | | | | | CSPC DERMAY | 同 受 最 终控 | 应收账款 | 114.00 | 195.77 | | 195.76 | 114.01 货 ...

石药集团新诺威制药股份有限公司 2023 年半年度募集资金存放与使用情况的专项报告 根据《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规 范运作》和石药集团新诺威制药股份有限公司（以下简称"新诺威"或"公司"） 《募集资金管理办法》的有关规定，现将公司 2023 年半年度募集资金存放与使 用情况专项说明如下： 上述募集资金到位情况已由信永中和会计师事务所（特殊普通合伙）审验， 并于 2023 年 2 月 22 日出具《验资报告》（报告号：XYZH/2023HZAA1B0061）。 公司已对募集资金采取了专户存储，并且公司与开户银行、独立财务顾问签订了 《募集资金三方监管协议》。 2、截至 2023 年 6 月 30 日募集资金净额使用情况及结余情况 一、募集资金基本情况 1、募集资金金额、资金到账时间 （1）首次公开发行募集资金情况 石药集团新诺威制药股份有限公司经中国证券监督管理委员会《关于核准石 药集团新诺威制药股份有限公司首次公开发行股票的批复》（证监许可[2019]288 号）核准，并经深圳证券交易所《关于石药集团新诺威制药股份有限公司人民币 普通股股票在创业板上市的通知》（深证上[ ...

Financial Performance - The company's revenue for Q1 2023 reached ¥684,020,305, representing a 26.43% increase compared to ¥541,028,381 in the same period last year[5] - Net profit attributable to shareholders was ¥181,976,426, a 47.33% increase from ¥123,520,129 in Q1 2022[5] - Basic and diluted earnings per share increased to ¥0.2939, reflecting a 47.32% rise from ¥0.1995 in Q1 2022[5] - Total operating revenue for the current period reached ¥684,020,305, an increase of 26.4% compared to ¥541,028,381 in the previous period[26] - Net profit for the current period was ¥181,929,887, representing a 47.3% increase from ¥123,502,450 in the previous period[27] - The total profit for the current period was ¥215,261,824, an increase of 42.8% from ¥150,720,084 in the previous period[27] Cash Flow and Liquidity - The net cash flow from operating activities was ¥156,910,519, up 47.53% from ¥106,355,965 in the previous year[14] - Cash flow from operating activities generated a net amount of ¥156,910,520, compared to ¥106,355,966 in the previous period, marking a 47.5% increase[30] - The cash and cash equivalents balance at the end of the quarter was ¥2,799,277,798, a 63.81% increase from ¥1,708,827,432 at the end of the previous year[14] - Cash and cash equivalents at the end of the period totaled ¥2,799,277,798, up from ¥1,708,827,432, indicating a significant increase of 63.8%[31] - The company experienced a cash inflow from financing activities of ¥488,514,998, a significant turnaround from a cash outflow of -¥736,892 in the previous period[31] Assets and Liabilities - Total assets at the end of Q1 2023 were ¥5,180,768,085, a 13.02% increase from ¥4,584,035,512 at the end of the previous year[5] - In Q1 2023, the total assets of the company reached CNY 5,180,768,084.66, an increase from CNY 4,584,035,512.38 at the beginning of the year, reflecting a growth of approximately 13.0%[22] - The total liabilities decreased to CNY 566,567,751.88 from CNY 639,841,376.25, indicating a reduction of approximately 11.4%[24] - The total current liabilities decreased to CNY 509,763,945.63 from CNY 582,768,085.61, a reduction of approximately 12.5%[24] Research and Development - The company reported a 79.97% increase in R&D expenses, totaling ¥13,545,879, compared to ¥7,526,576 in Q1 2022, indicating a focus on innovation[12] - Research and development expenses rose to ¥13,545,879, a substantial increase of 80.0% from ¥7,526,576 in the previous period[26] Shareholder Information - The company reported a total of 72,926,162 shares held by its largest shareholder, Shiyao Group Enbi Pharmaceutical Co., Ltd., which accounts for a significant portion of the total shares[18] - UBS AG acquired 3,211,586 shares during the non-public offering, with a lock-up period ending on September 9, 2023[18] - The company has not released any restricted shares during this quarter, maintaining a total of 72,926,162 restricted shares[18] - The company has committed to a 36-month lock-up period for shares issued in the recent transaction, ensuring stability in shareholder structure[18] - The top ten shareholders collectively hold a significant number of unrestricted shares, indicating strong institutional support[17] Strategic Initiatives - The company plans to expand its market presence and is focusing on new product development and technological advancements[17] - The first quarter performance indicates a strong upward trend in user data and market engagement, reflecting the effectiveness of recent strategies[17] - The company is exploring potential mergers and acquisitions to enhance its market position and product offerings[17] - Future guidance suggests continued growth in revenue and user base, driven by strategic initiatives and market expansion efforts[17] Other Financial Metrics - Accounts receivable financing increased by 51.25% to ¥172,533,899 due to higher revenue and increased bank acceptance bills received[10] - The company experienced a 35.50% decrease in contract liabilities, down to ¥44,025,922, attributed to a reduction in advance payments received[10] - The company's accounts receivable decreased to CNY 439,056,492.37 from CNY 481,379,233.73, a decline of approximately 8.8%[23] - The inventory level decreased to CNY 229,119,007.12 from CNY 238,125,791.53, reflecting a decrease of about 3.8%[23] - The company's long-term investments slightly decreased to CNY 252,784,264.20 from CNY 253,488,895.12, a minor decline of about 0.3%[23]

Financial Performance - The company's revenue for Q1 2023 reached ¥684,020,305, representing a 26.43% increase compared to ¥541,028,381 in the same period last year[5] - Net profit attributable to shareholders was ¥181,976,426, a 47.33% increase from ¥123,520,129 in Q1 2022[5] - The net profit after deducting non-recurring gains and losses was ¥179,439,429, reflecting a 60.88% increase from ¥111,537,005 in the previous year[5] - Total operating revenue for Q1 2023 was CNY 684,020,305, representing an increase of 26.4% compared to CNY 541,028,381.87 in the same period last year[23] - Net profit for Q1 2023 reached CNY 181,929,887.41, representing a 47.2% increase from CNY 123,502,450.15 in Q1 2022[24] - The company reported a total comprehensive income of CNY 181,810,781.12 for Q1 2023, up from CNY 123,843,650.92 in the same period last year[25] - Basic and diluted earnings per share for Q1 2023 were CNY 0.2939, compared to CNY 0.1995 in Q1 2022, marking a 47.3% increase[25] Cash Flow and Liquidity - Operating cash flow net amount was ¥156,910,520, up 47.53% from ¥106,355,966 in Q1 2022[12] - Cash and cash equivalents at the end of Q1 2023 were ¥2,799,277,798, a 63.81% increase from ¥1,708,827,432 at the end of the previous year[12] - The company's cash and cash equivalents at the end of Q1 2023 amounted to CNY 2,802,092,881.57, up from CNY 2,195,684,427.95 at the beginning of the year, reflecting a growth of 27.6%[20] - The company raised CNY 488,799,998.48 through financing activities in Q1 2023, compared to a cash outflow of CNY 736,892.33 in the same period last year[28] Assets and Liabilities - Total assets at the end of Q1 2023 were ¥5,180,768,085, a 13.02% increase from ¥4,584,035,512 at the end of the previous year[5] - The total assets as of March 31, 2023, were CNY 5,180,768,084.66, compared to CNY 4,584,035,512.38 at the beginning of the year, indicating an increase of 13.0%[21] - The total liabilities decreased from CNY 639,841,376.25 at the beginning of the year to CNY 566,567,751.88, a reduction of 11.4%[21] - The equity attributable to shareholders of the parent company increased to CNY 4,605,653,369.51 from CNY 3,935,600,634.14, marking a growth of 17.0%[21] Shareholder Information - The number of ordinary shareholders at the end of the reporting period was 17,983, with the top 10 shareholders holding 73.35% of the shares[13] - The total number of unrestricted shares held by the top 10 shareholders includes 404,135,550 shares held by Shiyao Group Enbipu Pharmaceutical Co., Ltd.[14] - UBS AG holds 3,211,586 shares, representing 0.51% of the total shares[14] - The total number of shares held by the top shareholder, Shiyao Group Enbipu Pharmaceutical Co., Ltd., is 404,135,550 shares, all of which are ordinary shares[14] - The total number of shares held by Hong Kong Central Clearing Limited is 6,052,856, representing 0.93% of the total shares[14] Research and Development - The company's R&D expenses increased by 79.97% to ¥13,545,879 from ¥7,526,576 in the same period last year, indicating a focus on innovation[11] - Research and development expenses increased to CNY 13,545,879.02, up 80.5% from CNY 7,526,575.82 in the previous year[24] Operational Highlights - The company completed the election of a new board of directors and supervisory board on April 7, 2023, along with the appointment of new senior management[18] - The company plans to continue expanding its market presence and investing in new product development to drive future growth[18] - Total operating costs for Q1 2023 were CNY 472,576,687.19, an increase of 22.4% compared to CNY 386,256,108.97 in Q1 2022[24] - The company experienced a foreign exchange loss of CNY 4,787,109.33 during Q1 2023, compared to a gain of CNY 81,750.42 in Q1 2022[28]

石药集团新诺威制药股份有限公司（以下简称"公司"）已于 2023 年 3 月 17 日披露公司《2022 年年度报告》，为使投资者进一步了解公司的财务状况、经 营情况及公司发展规划，公司定于 2023 年 4 月 4 日（星期二）15:00-17:00 在全 景网举办 2022 年度业绩说明会，本次年度业绩说明会将采用网络远程的方式举 行，投资者可登陆全景网"投资者关系互动平台"（https://ir.p5w.net）参与本次 年度业绩说明会。 出席本次年度业绩说明会的人员有：公司董事长潘卫东先生、董事兼总经理 韩峰先生、独立董事徐一民先生、董事会秘书兼财务总监杜英女士、保荐代表人 张翊维先生。 为充分尊重投资者、提升交流的针对性，现就公司本次业绩说明会提前向投 资者公开征集问题，广泛听取投资者的意见和建议。投资者可于 2023 年 4 月 3 日 14:00 前访问 https://ir.p5w.net/zj/，或扫描下方二维码，进入问题征集专题页面。 公司将在 2022 年度网上业绩说明会上，对投资者普遍关注的问题进行回答。 证券代码：300765 证券简称：新诺威 公告编号：2023-031 石药集团新 ...

Financial Performance - The company reported a net profit that has been negative for the last three accounting years, indicating potential concerns regarding its ongoing viability [11]. - The company's operating revenue for 2022 was ¥2,626,488,832.63, representing a 42.00% increase compared to ¥1,849,677,007.18 in 2021 [13]. - The net profit attributable to shareholders for 2022 was ¥726,277,891.97, an increase of 84.70% from ¥393,228,489.93 in 2021 [13]. - The net profit after deducting non-recurring gains and losses reached ¥657,608,747.31, marking a 120.31% increase compared to ¥298,498,249.98 in 2021 [13]. - The net cash flow from operating activities was ¥640,717,518.79, up 119.36% from ¥292,085,994.15 in the previous year [13]. - The total assets at the end of 2022 amounted to ¥4,584,035,512.38, reflecting a 22.53% increase from ¥3,741,208,950.36 at the end of 2021 [13]. - The net assets attributable to shareholders increased by 19.65% to ¥3,935,600,634.14 from ¥3,289,370,322.06 in 2021 [13]. - The company reported a basic earnings per share of ¥1.1734 for 2022, an increase of 84.70% from ¥0.6353 in 2021 [13]. - The company reported a significant increase in revenue, achieving a total of 1.5 billion RMB for the year, representing a growth of 15% compared to the previous year [32]. - The company reported a gross margin of 45%, maintaining a stable margin despite rising raw material costs [32]. - The company’s main business revenue for 2022 was approximately CNY 2.57 billion, with a gross profit margin of 43.58%, reflecting a year-on-year revenue increase of 43.43% [47]. Market Expansion and Product Development - The company is focused on expanding its market presence and enhancing its product offerings through new technology and product development initiatives [1]. - The company has established subsidiaries in the United States and Germany, indicating its international expansion strategy [5]. - The health food industry in China is experiencing rapid growth, with increasing consumer demand for functional foods and health management products [21]. - The company is the largest producer of synthetic caffeine globally, with a significant market share in the functional food and beverage sector [25]. - The company has an annual production capacity of approximately 280 tons for acarbose, making it the largest acarbose raw material producer in China [25]. - The company is actively pursuing market expansion through new product registrations and certifications, enhancing its competitive position in the pharmaceutical industry [28]. - The company aims to expand its market presence through the development of new health food products and technologies [31]. - The company is exploring potential acquisitions to enhance its product portfolio, focusing on companies with complementary health products [32]. - The company is expanding its market presence in Southeast Asia, targeting a 25% market share within the next two years [109]. Research and Development - The company is focused on research and development to innovate and improve its product offerings, ensuring alignment with market demands and regulatory standards [28]. - The R&D team focuses on improving production processes for caffeine products and developing new resources and technologies in health food [58]. - The company is investing in R&D for new technologies, with a budget allocation of 200 million RMB aimed at enhancing product efficacy and safety [32]. - The company has reported a significant focus on research and development, particularly in new drug development and biopharmaceuticals, to enhance market competitiveness [131]. Compliance and Regulatory Matters - The company adheres to multiple regulatory frameworks, including the Food Safety Law and Drug Administration Law, ensuring compliance in its operations [23][24]. - The company’s financial reports are audited by Xinyong Zhonghe Accounting Firm, ensuring compliance and accuracy in financial disclosures [10]. - The company has received GMP certification for various products, including caffeine and aminophylline, with certifications HE20180061 and HE20180069, valid until August 16, 2023 [28]. - The company has established a comprehensive food safety quality control system, achieving multiple certifications including GMP and ISO standards [105]. Corporate Governance - The company maintains complete independence from its controlling shareholder in terms of business, assets, personnel, and finance, ensuring no interference in decision-making or operational activities [120]. - The board of directors operates in accordance with legal regulations and company bylaws, with specialized committees in place for strategic, remuneration, audit, and nomination functions [114]. - The supervisory board functions independently, ensuring effective oversight and compliance with legal and regulatory requirements [115]. - The company has established a performance evaluation and incentive mechanism for directors and senior management, with the remuneration and assessment committee overseeing the implementation of effective incentive and restraint measures [117]. Environmental Responsibility - The company has increased its investment in environmental protection and achieved clean production certification, demonstrating its commitment to social responsibility [44]. - The company has implemented a comprehensive energy management system to promote energy conservation and improve energy efficiency [157]. - The company reported no instances of exceeding pollution discharge standards for wastewater and waste gas [155]. - The company has committed to continuous improvement in environmental protection efforts, including regular monitoring by qualified third-party agencies [157]. Shareholder Relations and Dividends - The profit distribution plan approved by the board is to distribute a cash dividend of 1.5 RMB (including tax) for every 10 shares, with a capital reserve conversion of 8 shares for every 10 shares [2]. - The company distributed a cash dividend of RMB 1.50 per 10 shares, totaling RMB 97,561,846.20, which represents 100% of the total profit distribution [146]. - The company actively engages with investors through various communication channels to enhance transparency and trust [160]. Strategic Initiatives - The company is exploring new technologies in product formulation to improve efficacy and consumer satisfaction [33]. - The company has established measures to ensure stock price stability, which may include stock repurchases and other actions approved by the board and shareholders [169]. - The company has committed to measures to fill the diluted immediate return, focusing on improving operational efficiency and reducing costs [172].

Revenue and Profit - Revenue for Q3 2022 reached ¥509,649,615.05, an increase of 49.38% year-over-year[3] - Net profit attributable to shareholders was ¥160,244,702.61, up 97.89% compared to the same period last year[3] - Basic earnings per share for Q3 2022 was ¥0.2935, reflecting a 97.91% increase year-over-year[3] - Net profit for the first nine months of 2022 reached ¥462,936,325.29, an increase of 89.52% compared to ¥244,267,982.52 in the same period of 2021[8] - The net profit for Q3 2022 was approximately ¥462.94 million, a significant increase from ¥244.27 million in Q3 2021, representing an increase of about 89.5%[18] - The total profit for the period was approximately ¥549.37 million, an increase from ¥298.71 million in the same quarter last year, indicating a growth of about 83.9%[18] - The company recorded a total comprehensive income of approximately ¥464.75 million for Q3 2022, compared to ¥243.81 million in Q3 2021, which is an increase of about 90.2%[18] Assets and Equity - Total assets as of September 30, 2022, amounted to ¥3,670,308,342.42, a growth of 13.78% from the end of the previous year[3] - The company’s total equity attributable to shareholders increased to ¥3,334,607,649.33, a 12.96% rise from the previous year-end[3] - The company's total assets as of September 30, 2022, were ¥3,670,308,342.42, compared to ¥3,225,776,209.68 at the beginning of the year, reflecting a growth of 13.8%[15] - The equity attributable to shareholders of the parent company rose to ¥3,334,607,649.33, compared to ¥2,952,078,874.74, marking an increase of 12.9%[16] Cash Flow - Cash flow from operating activities showed a net increase of 129.17% year-over-year, reaching ¥389,570,962.56[3] - Operating cash flow net amount increased by 129.17% to ¥389,570,962.56 from ¥169,991,542.05 year-on-year, primarily due to rising sales prices of coffee-related products[8] - The cash flow from operating activities generated a net amount of approximately ¥389.57 million, up from ¥169.99 million in the previous year, indicating a growth of about 129.0%[19] - The company’s cash and cash equivalents net increase was ¥378,458,503.54, reflecting a 79.95% increase from ¥210,313,724.79 in the previous year[8] - Cash and cash equivalents increased to ¥1,610,321,780.87 from ¥1,231,863,277.33, representing a growth of 30.7%[14] - The cash and cash equivalents at the end of the period totaled approximately ¥1.61 billion, an increase from ¥1.35 billion at the end of Q3 2021, representing a growth of about 19.4%[20] Expenses and Costs - The company experienced a 57.79% increase in operating costs, totaling ¥813,394,409.83, primarily due to rising raw material prices[7] - The company reported a significant increase in research and development expenses, totaling ¥21,312,407.31, which is a 78.98% rise compared to the same period last year[7] - Research and development expenses increased to ¥21,312,407.31, a rise of 78.6% compared to ¥11,907,685.12 in the previous year[17] - The company’s income tax expense increased by 58.76% to ¥86,434,557.34 due to a rise in total profit compared to the previous year[8] - The company paid dividends and interest amounting to approximately ¥81.90 million during the quarter, compared to ¥42.00 million in the same period last year, reflecting an increase of about 94.3%[20] Liabilities and Contractual Obligations - The company’s contract liabilities rose by 35.30% to ¥24,230,966.17, attributed to increased advance payments for products[7] - The total liabilities increased to ¥327,120,378.87, up from ¥265,437,616.12, indicating a rise of 23.2%[15] Other Financial Metrics - The company reported a significant increase in credit impairment losses, which rose by 136.25% to ¥7,669,781.59, attributed to an increase in accounts receivable[8] - The company’s foreign exchange impact on cash and cash equivalents was a positive ¥20,566,567.49, a significant increase of 1455.08% compared to a negative impact in the previous year[8] - The company’s financing activities resulted in a net cash outflow of ¥82,547,958.72, an increase of 93.56% compared to the previous year, primarily due to higher cash dividends[8] - The company’s investment activities generated a net cash flow of ¥50,868,932.21, a decrease of 39.79% compared to ¥84,487,880.51 in the previous year[8] - The company reported a net profit margin improvement, with net profit for the period reflecting a positive trend in operational efficiency[17]