| 北京海润天睿律师事务所 | | --- | | 关于九州通医药集团股份有限公司 | | 修订 2023-2025 年员工持股计划（草案）及第三批分 | | 配的 | | 法律意见书 | | 中国·北京 | | 朝阳区建外大街甲 14 号广播大厦 17 层 邮政编码：100022 | | 电话：(010)65219696 传真:(010)88381869 | | 二〇二五年六月 | | 释义 | | 在本法律意见书中，除非文义另有所指，下列词语具有下述含义： | | 九州通、公司 指 九州通医药集团股份有限公司 | | 《九州通医药集团股份有限公司 2023-2025 年员工持股 | | 《员工持股计划（草案）》 指 | | 计划（草案）》 | | 《员工持股计划（草案修 《九州通医药集团股份有限公司 2023-2026 年员工持股 | | 指 | | 订稿）》 计划（草案）（修订稿）》 | | 2023-2025 九州通医药集团股份有限公司 年员工持股计 | | 本次员工持股计划 指 划（本次名称拟修订为九州通医药集团股份有限公司 | | 九州通医药集团股份有限公司拟修订 2023-2025 年员工 | ...

证券代码：600998 证券简称：九州通 九州通医药集团股份有限公司 （草案）（修订稿） 九州通医药集团股份有限公司 二○二五年六月 一、九州通医药集团股份有限公司（以下简称"九州通"或"公司"）2023-2026 年员工持股计划（以下简称"本员工持股计划"）须经公司股东会批准后方可实 施，本员工持股计划能否获得公司股东会批准，存在不确定性； 二、本员工持股计划设立后将由公司自行管理，也可根据实际需要聘请外部 专业机构为本员工持股计划提供资产管理、咨询等服务；但能否达到计划规模、 目标存在不确定性； 三、有关本员工持股计划的具体的资金来源、出资金额、实施方案等属初步 结果，能否完成实施，存在不确定性； 四、若员工认购资金较低时，本员工持股计划存在不成立的风险； 五、股票价格受公司经营业绩、宏观经济周期、国际/国内政治经济形势及 投资者心理等多种复杂因素影响。因此，股票交易是有一定风险的投资活动，投 资者对此应有充分准备； 六、公司后续将根据规定披露相关进展情况，敬请广大投资者谨慎决策，注 意投资风险。 -2- 特别提示 声 明 本公司及公司董事会全体成员保证本员工持股计划不存在虚假记载、误导性 陈述或重大遗漏 ...

Summary of Huadong Medicine Conference Call Company Overview - Huadong Medicine is a leading enterprise in the pharmaceutical industry, with a strong channel advantage, particularly in the metabolic and autoimmune fields. The company was established in 1993 and listed on the Shenzhen Stock Exchange in 2000. Its business encompasses pharmaceutical manufacturing, commercial operations, and medical aesthetics, with pharmaceutical manufacturing being the largest segment. In 2024, the company expects industrial revenue of approximately 14 billion yuan, commercial revenue of about 28 billion yuan, and medical aesthetics revenue of around 2 billion yuan [3][4][7]. Financial Performance - In 2024, Huadong Medicine's total revenue is projected to exceed 40 billion yuan, representing a year-on-year growth of 3%. The net profit attributable to shareholders is expected to grow by over 20%, benefiting from business transformation and the clearance of negative factors [2][4]. Innovation and Product Pipeline - The company is actively developing innovative drugs in the fields of diabetes, weight loss, autoimmune diseases, and oncology. The first domestic generic version of Liraglutide has been approved, with Semaglutide and other products expected to be approved soon. The company is also developing multi-target GLP-1 products such as HDM1,002 and HDM1,005, which are anticipated to quickly capture market share [2][6][14]. Commercial Operations - The commercial segment, primarily located in Zhejiang Province, is expected to generate over 28 billion yuan in revenue in 2024, a 3% increase year-on-year. The company has restored stable profitability through innovative development and has a competitive advantage in market access and network coverage, which synergizes well with its industrial operations [2][7][23]. Medical Aesthetics - The medical aesthetics segment has seen significant success, with the "Girl Needle" product achieving over 1 billion yuan in sales. The company also offers hyaluronic acid and energy source devices, with expectations for double-digit growth in 2025. The acquisition of UK-based Sinclair has facilitated global expansion [8][9][20]. Risks and Challenges - Key risks include potential delays in innovative product development, intensified market competition, and lower-than-expected sales of core products. These factors could impact future performance and require ongoing monitoring and strategic adjustments [10]. ADC and Oncology Developments - Huadong Medicine has made substantial innovations in the ADC (Antibody-Drug Conjugate) field, with significant products like HDM1,022 and HDM1,005 targeting advanced malignancies. The company is also collaborating with other firms to develop CAR-T therapies, which are expected to contribute to revenue growth [15][16][17]. Industrial Microbiology - The industrial microbiology segment has maintained rapid growth of 30%-40% in recent years, contributing significantly to revenue. The company has over 40 years of experience in this field, with leading subsidiaries in the industry. Industrial microbiology revenue is expected to exceed 700 million yuan in 2024, reflecting a 40% year-on-year increase [21][22]. Valuation and Future Outlook - The current market capitalization of Huadong Medicine is over 70 billion yuan, with projected profits for 2025 estimated between 3.9 billion and 4 billion yuan, resulting in a price-to-earnings ratio of less than 20 times. This valuation is considered low given the company's innovative transformation and traditional channel advantages. The company has multiple core innovation pipelines in autoimmune, endocrine, and oncology fields, which are expected to enhance market recognition through potential overseas licensing agreements [24].

Core Viewpoint - The company has approved a profit distribution plan for the fiscal year 2024, which includes a cash dividend of RMB 3.66 per 10 shares, totaling RMB 203.7 million to be distributed to shareholders [1][5][3]. Group 1: Profit Distribution Plan - The profit distribution plan was approved at the annual shareholders' meeting held on June 10, 2025, based on a total share capital of 556,565,077 shares [1][2]. - The total cash dividend to be distributed amounts to RMB 203,702,818.18, with no stock dividends or capital reserve transfers [1][5]. - The cash dividend will be distributed to all shareholders, with specific tax implications based on the type of shares held [5][6]. Group 2: Dividend Payment Details - The cash dividend of RMB 3.66 per 10 shares is inclusive of tax, with different tax treatments for various types of shareholders [5][6]. - The A-share equity registration date is set for June 24, 2025, and the ex-dividend date is June 25, 2025 [7]. - B-share shareholders will have their last trading day on June 24, 2025, with the same ex-dividend date of June 25, 2025 [7][8]. Group 3: Distribution Method - The cash dividends for A-share shareholders will be directly credited to their accounts through their custodial securities companies on June 25, 2025 [9]. - B-share dividends will be credited on June 27, 2025, with specific instructions for shareholders who may need to handle tax-related issues [9][10]. - The company will bear all legal responsibilities for any discrepancies in the dividend distribution process [9].

今天A股缩量上涨，总成交额 1.24万亿元，相比前一个交易日明显缩量。 上周五的地缘风险对市场造成 了较大影响，但今天全球市场情绪已开始恢复。目前A股正处于关键点位，面临技术面压力，本周料指 数大概率维持震荡整理格局，但市场中期向好逻辑未变，短线可多关注防御性板块。 | 英国富时100 | 法国CAC40 | 德国DAX | | --- | --- | --- | | 8890.68 | 7752.89 | 23619.71 | | +40.05 +0.45% | +68.21 +0.89% | +103.48 +0.44% | | 意大利MIB | 俄罗斯MOEX | 欧洲STOXX50 | | 39855.08 | 2757.23 | 5329.30 | | +416.33 +1.06% | +6.91 +0.25% | +38.83 +0.73% | | 亚太市场 | | | | 日经225 | 韩国综合 | 新加坡海峡 | | 38311.33 | 2946.6600 | 3908.46 | | +477.08 +1.26% +52.0400 +1.80% | | -2.96 -0.08% | | 澳 ...

截至2025年6月13日收盘，国药股份（600511）报收于30.34元，较上周的30.51元下跌0.56%。本周，国 药股份6月10日盘中最高价报31.55元。6月13日盘中最低价报30.34元。国药股份当前最新总市值228.92 亿元，在医药商业板块市值排名4/31，在两市A股市值排名670/5150。 本周关注点 公司公告汇总：国药股份2024年年度权益分派实施，每股现金红利0.80元（含税） 以上内容为证券之星据公开信息整理，由AI算法生成（网信算备310104345710301240019号），不构成 投资建议。 A股每股现金红利0.80元（含税） 股权登记日：2025年6月17日 除权（息）日和现金红利发放日：2025年6月18日 差异化分红送转：否 分配方案：以方案实施前的公司总股本754502998股为基数，每股派发现金红利0.80元（含税）， 共计派发现金红利603602398.40元(含税） 分配实施办法：无限售条件流通股的红利委托中国结算上海分公司派发，控股股东国药控股股份 有限公司的现金红利由本公司直接发放 扣税说明： 对于个人股东及证券投资基金，持股期限超过1年的，股息红利所得暂免征 ...

Core Points - The Shanghai First Pharmaceutical Co., Ltd. will hold its 2024 Annual General Meeting on June 20, 2025, with both on-site and online voting options available for shareholders [1][2][3] - The meeting will cover 12 proposals, including the annual report, board and supervisory reports, financial statements, and various governance matters [6][7][15] - The company emphasizes maintaining shareholder rights and ensuring orderly conduct during the meeting [4][5] Meeting Agenda - The meeting will start with attendance reporting and the announcement of the meeting's commencement [1] - Proposals will be read and discussed, followed by independent directors' reports and shareholder Q&A sessions [1][3] - Voting will occur after discussions, with results announced by the legal representative [1][6] Voting Procedures - Shareholders must present valid identification and may appoint proxies with proper authorization to vote [2][4] - Voting will be conducted through both on-site and online methods, with specific time frames for each [4][5] - Each proposal will be voted on individually, and any invalid votes will be counted as abstentions [5][6] Board and Supervisory Reports - The board's report will detail the company's operations and governance practices, highlighting compliance with legal and regulatory requirements [7][8][10] - The supervisory report will confirm the company's adherence to laws and regulations, ensuring the protection of shareholder interests [15][17] Financial Overview - The financial report for 2024 will be presented, including audited financial statements and budget proposals for 2025 [22] - The company has received a standard unqualified audit opinion from its accounting firm [22]

Core Viewpoint - The company is implementing a "Three New and Two Transformation" strategy, focusing on new products, new retail, new medical services, digitalization, and real estate securitization to enhance competitiveness and shareholder value [1][5]. New Product Strategy - The company has established a comprehensive new product strategy framework centered around CSO, covering business development, R&D registration, product evaluation, and marketing [1]. - In 2024, the total sales of the CSO brand promotion business reached 19.267 billion yuan, with 2,247 drug and device specifications introduced, including 52 products with sales exceeding 100 million yuan [1]. - The company's pharmaceutical manufacturing and OEM business achieved sales revenue of 3.007 billion yuan, a year-on-year increase of 21.49% [1]. New Retail Strategy - The company is building an integrated online and offline new retail service system, focusing on "ten thousand store franchises" [2]. - The number of franchise pharmacies has exceeded 29,000, generating sales revenue of 5.392 billion yuan, with C-end new retail sales revenue of 2.966 billion yuan [2]. - The logistics network covers over 96% of the country, serving more than 1,900 upstream brand enterprises [2]. New Medical Strategy - The company has developed an efficient clinic operation system and is advancing the "Nine Medical Clinics" membership alliance [2]. - Collaborating with Tencent Cloud, the company has created an AI-assisted diagnostic platform for clinics, enhancing diagnostic efficiency and patient experience [2]. - As of March, the number of member clinics reached 1,377, increasing the company's coverage in clinic channels [2]. Digitalization Strategy - The company has achieved digitalization across various operations, including supply chain management and decision support, and is advancing towards AI integration [3]. - In 2024, R&D investment in digitalization reached 346 million yuan, a year-on-year increase of 24.32% [3]. - The company’s digital platforms have improved operational efficiency and reduced costs, with significant recognition for its digital transformation initiatives [3]. Real Estate Securitization Strategy - The company has established a multi-tiered real estate equity operation platform, including public REITs and Pre-REITs, to attract scarce equity funds [4]. - The public REITs are based on high-quality pharmaceutical warehousing and logistics assets, with a total area of approximately 172,000 square meters recognized as a national intelligent logistics demonstration base [4]. - The company owns over 3 million square meters of pharmaceutical warehousing and logistics assets, with plans for further expansion of REITs listings [4]. Strategic Goals - The strategic objectives of the "Three New and Two Transformation" initiative include enhancing product competitiveness, improving profitability, reaching C-end customers, elevating overall management levels through digitalization, and achieving light asset operations to increase shareholder returns [5].

Group 1 - The company has approved a profit distribution plan for the year 2024, proposing a cash dividend of 0.30 RMB per 10 shares, totaling approximately 51.85 million RMB [1][2] - The total share capital as of December 31, 2024, is 1,728,184,696 shares, and the distribution will be adjusted if there are changes in the total share capital before implementation [1][2] - The dividend will be distributed to all shareholders registered by June 19, 2025, with the ex-dividend date set for June 20, 2025 [2] Group 2 - The cash dividend will be directly credited to shareholders' accounts through their custodial securities companies on the ex-dividend date [2] - Different tax rates will apply for various categories of shareholders, with specific provisions for Hong Kong investors and domestic investors [1][2] - The company has provided contact information for inquiries regarding the dividend distribution [2]

Group 1 - The company, Nanjing Pharmaceutical Co., Ltd., has announced the issuance of its first medium-term note for 2023, with a total issuance amount of 100,000 million yuan [1] - The bond, named "23 Nanjing Pharmaceutical MTN001," has an interest rate of 3.1% and a maturity date set for June 20, 2025 [1] - The main underwriters for this bond issuance are Bank of Communications Co., Ltd. and Industrial Bank Co., Ltd. [1] Group 2 - The bond's interest and principal repayment will be managed by the China Interbank Market Clearing House Co., Ltd., which will transfer funds to bondholders on the specified payment date [1] - In case the payment date falls on a public holiday, the payment will be postponed accordingly [1] - The company and the clearing house will not be liable for any losses incurred due to delays in fund transfers if bondholders fail to notify changes in their payment account in a timely manner [1]