山西锦波生物医药股份有限公司 章 程 二〇二五年五月 山西锦波生物医药股份有限公司章程 山西锦波生物医药股份有限公司章程 第一章 总则 第一条 为维护山西锦波生物医药股份有限公司（以下简称"公司"或"本 公司"）、股东和债权人的合法权益，规范公司的组织和行为，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》）、《北京证券交易所股票上市规则（试行）》（以下简称《上市 规则》）和其他有关法律法规、行政规章、规范性文件的规定，制订本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司由太原锦波生物医药科技有限公司依法整体变更设立。在山西省太原市 工商行政管理局注册登记，取得营业执照，统一社会信用代码为： 91140100672338346F。 第三条 公司全部资产分为等额股份，股东以其认购的股份为限对公司承担 责任，公司以其全部资产对公司的债务承担责任。 第四条 本章程自生效之日起，即成为规范公司的组织与行为、公司与股东、 股东与股东之间权利义务关系的具有法律约束力的文件，对公司、股东、董事、 监事、高级管理人员具有法律约束力的法律文件。依 ...

证券代码：832982 证券简称：锦波生物 公告编号：2025-064 山西锦波生物医药股份有限公司 2024 年年度股东会决议公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、 误导性陈述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连 带法律责任。 一、会议召开和出席情况 （一）会议召开情况 1.会议召开时间：2025 年 5 月 21 日 2.会议召开地点：山西综改示范区太原唐槐园区锦波街 18 号公司九楼会议 室 3.会议召开方式：现场投票及网络投票 4.会议召集人：公司董事会 5.会议主持人：董事长杨霞女士 6.召开情况合法合规的说明： 本次股东会的召集、召开程序符合有关法律、行政法规、部门规章、规范性 文件和本公司章程的相关规定。本次会议召开不需要相关部门的批准或履行其他 必要的程序。 （二）会议出席情况 同意股数 53,902,177 股，占本次股东会有表决权股份总数的 100%；反对股 数 0 股，占本次股东会有表决权股份总数的 100%；弃权股数 0 股，占本次股东 会有表决权股份总数的 100%。 2.回避表决情况 出席和授权出席本次股东会的股东共 33 ...

G E Y U A N 格 远 律 师 事 务 所 Law Firm 关于山西锦波生物医药股份有限公司 2024 年年度股东会的 法律意见书 山西格远律师事务所 )二五年五 山西格远律师事务所 关于山西锦波生物医药股份有限公司 2024 年年度股东会的 法律意见书 致:山西锦波生物医药股份有限公司 根据《中华人民共和国证券法(2019年修订)》(以下简称"《证券法》")《中 华人民共和国公司法(2023年修正)》(以下简称"《公司法》")《北京证券交易 所上市公司持续监管办法》《上市公司信息披露管理办法》等法律、法规和其他 有关规范性文件的要求,山西格远律师事务所(以下简称"本所")接受山西锦 波生物医药股份有限公司(以下简称"锦波生物"或"公司")的委托,指派律 师参加公司 2024年年度股东会(以下简称"本次股东会"或"本次会议")。 均真实有效:所有相关自然人均具有完全民事行为能力;锦波生物相关工作人员 口头介绍的情况均是真实、准确、完整的。本所律师依法对出具本《法律意见书》 所依据的文件资料的真实性、准确性、完整性进行了核查和验证。核查和验证时, 本所律师对与法律相关的事项履行法律专业人士特别的注意义 ...

Group 1 - The Beijng Stock Exchange 50 Index fell over 6% in the afternoon session [1] - Jinbo Biological, a constituent stock, led the decline with a drop of over 16% [1]

Group 1 - The stock price of Jinbo Bio has reached a new historical high, with 12 trading days in the past month where the stock price set new records [2] - As of 09:43, the stock is up 0.47% at 580.20 yuan, with a total market capitalization of 51.355 billion yuan and a circulating market value of 26.626 billion yuan [2] - The beauty care industry, to which Jinbo Bio belongs, has an overall increase of 0.79%, with 23 stocks rising and 10 stocks falling [2] Group 2 - The company reported a first-quarter revenue of 366 million yuan, a year-on-year increase of 62.51%, and a net profit of 169 million yuan, up 66.25% year-on-year [3] - The basic earnings per share are 1.9000 yuan, with a weighted average return on equity of 10.41% [3]

Core Viewpoint - The company, Jinbo Biotechnology, is actively expanding its market presence and product offerings in the biopharmaceutical sector, particularly focusing on recombinant human collagen products and their applications in medical devices and skincare. Group 1: Product Development and Production - The company utilizes advanced technologies such as structural biology and protein rational design for the production of recombinant human collagen, involving processes like strain cultivation, seed culture, fermentation, separation, homogenization, and purification [2] - The company has launched its new product, HiveCOL "honeycomb" collagen tissue gel, during the 78th Cannes Film Festival, indicating a strategic push for product promotion [5] Group 2: Market Expansion and Sales - Jinbo Biotechnology has established a partnership with L'Oréal Group for its raw materials, generating revenue and indicating successful market penetration [3] - The company is prioritizing market expansion in Southeast Asia for its Class III medical devices, considering factors like registration speed and customer demographics [3] Group 3: Financial Performance - In 2024, the company reported a net cash flow from operating activities of 6.7 billion, a year-on-year increase of 55%, attributed to growth in sales revenue and net profit [6] - The company's Q1 2025 report shows a main revenue of 366 million, a year-on-year increase of 62.51%, and a net profit of 169 million, up 66.25% [6] Group 4: Industry Policy and Strategy - Recent policy adjustments in the biopharmaceutical industry have provided development opportunities, with government support for innovation benefiting the company [4] - The company has enhanced communication with government bodies to stay updated on policy changes and has increased R&D investment to improve product quality and competitiveness [4]

Core Viewpoint - Jinbo Biological is a leading company in the recombinant collagen market, showcasing significant growth in revenue and profit, while emphasizing research and development as the foundation of its business strategy [3][5]. Group 1: Company Overview - Jinbo Biological was listed on the Beijing Stock Exchange in July 2023, recognized as the first A-share company focused on recombinant collagen [3]. - The company specializes in the research, development, production, and sales of high-end implantable medical devices using type A recombinant human collagen as a core material [3]. - Jinbo Biological has been designated as a national-level "specialized, refined, and innovative" small giant enterprise and a key player in the synthetic biology industry chain in Shanxi Province [3]. Group 2: Financial Performance - In 2024, Jinbo Biological reported an annual revenue of 1.443 billion yuan, representing a year-on-year increase of 84.92% [3]. - The net profit attributable to shareholders reached 732 million yuan, with a year-on-year growth of 144.27% [3]. - The growth in revenue is attributed to increases in medical devices, functional skincare products, and raw material sales, driven by sustained R&D investment and market expansion efforts [3]. Group 3: Product Development and Market Strategy - In April 2023, Jinbo Biological developed the world's first injectable recombinant type III human collagen gel using self-assembly and self-crosslinking technology, receiving a Class III medical device registration certificate from the National Medical Products Administration [4]. - The company emphasizes the importance of product effectiveness and safety over the rapid introduction of new products, focusing on quality to establish a strong market presence [5]. - Jinbo Biological aims to expand its international presence, having obtained a D-class medical device registration certificate in Vietnam and patents in multiple countries, including the US and Europe [6]. Group 4: Shareholder Engagement and Dividends - At the annual shareholder meeting, the company announced a cash dividend of 2 yuan per 10 shares and a capital reserve conversion of 3 shares for every 10 shares held, totaling 177 million yuan in cash dividends and 26.55 million shares for distribution [6].

Group 1: Investor Relations Activities - The company participated in the "2025 Online Collective Reception Day for Investors" on May 20, 2025, from 14:00 to 17:00 [3] - The event was held online in collaboration with the Shanxi Securities Regulatory Bureau and other organizations [3] - Attendees included investors participating through the online platform [3] Group 2: Company Overview and Leadership - The company is represented by key personnel including Chairwoman Yang Xia and Vice General Manager Tang Menghua [4] - The financial director is Xue Fangqin, who also participated in the investor relations activities [4] Group 3: Product Development and Market Expansion - The company utilizes advanced technologies for the production of humanized collagen, including structural biology and synthetic biology [5] - Collaboration with L'Oréal Group has generated revenue from raw material products, with a focus on expanding into Southeast Asian markets [6] Group 4: Policy Impact and Strategic Adaptation - Recent policy adjustments in the biopharmaceutical industry have created development opportunities for the company [7] - The company has enhanced communication with government departments to stay updated on policy changes [7] - Increased R&D investment and marketing efforts have been implemented to improve product quality and brand recognition [7] Group 5: Financial Performance - In 2024, the company achieved a net cash flow from operating activities of 767 million yuan, a year-on-year increase of 159.55% [8] - The increase in cash flow is attributed to higher sales revenue and net profit, along with improved cash collection practices [8] - Cost control measures have been adopted to ensure stable and sufficient cash flow [8]

Investment Rating - The investment rating for the company is "Buy" and is maintained [6]. Core Views - The company reported a significant increase in revenue and net profit for 2024, with revenue reaching 1.443 billion yuan, a year-on-year growth of 85%, and net profit of 730 million yuan, a year-on-year growth of 144% [2][4]. - In Q1 2025, the company achieved revenue of 366 million yuan, a year-on-year increase of 62.5%, and net profit of 169 million yuan, a year-on-year increase of 66% [2][4]. - The company is expected to continue its high growth trajectory, driven by high-value products and new product launches, particularly in the aesthetic medicine sector [9]. Summary by Sections Financial Performance - In 2024, the company's revenue from single materials and functional skincare products reached 1.128 billion yuan and 142 million yuan, respectively, with year-on-year growth of 99.7% and 86.8% [9]. - The gross profit margin for 2024 improved by 1.9 percentage points to 92%, while the net profit margin increased by 12.3 percentage points [9]. - For Q1 2025, the gross profit margin was 46%, continuing the upward trend [9]. Business Highlights - The company expanded its market presence, doubling the number of medical beauty institutions covered to 4,000, with clinical applications exceeding 2 million units [9]. - The new product "Recombinant Type III Humanized Collagen Gel for Injection" received regulatory approval, which is expected to enhance the company's market position in aesthetic applications [9]. Future Outlook - The company forecasts EPS of 13.00, 17.86, and 23.62 yuan per share for 2025, 2026, and 2027, respectively, indicating strong growth potential [9].

Group 1 - The core idea of the article is that Jinbo Biological is funding open research projects nationwide to promote innovative applications of recombinant collagen in the medical field [1] - The company has successfully developed various injectable recombinant collagen products and plans to expand their medical uses [1] - The research institute is soliciting collaborative projects in ten areas, including gastrointestinal post-operative repair, burn treatment, and post-operative repair for breast cancer [1] Group 2 - Collaborating parties must possess independent research capabilities, with negotiation periods set from May to December 2025 [1] - This initiative aims to accelerate the transformation of innovative results and promote the widespread clinical application of collagen technology [1]