证券代码：833266 证券简称：生物谷 公告编号：2025-006 云南生物谷药业股份有限公司 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 4 月 25 日 2.会议召开地点：上海市浦东新区浦明路 898 号海航大厦 9 楼 会议室 3.会议召开方式：现场及通讯方式 4.发出董事会会议通知的时间和方式：2025 年 4 月 15 日以通讯 方式发出 5.会议主持人：董事长林弘威先生 6.会议列席人员：公司监事及高级管理人员 第五届董事会第四次会议决议公告 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。 7.召开情况合法、合规、合章程性说明： 本次会议的召集、召开及议案审议程序符合《公司法》及《公司 章程》的相关规定，会议的召集、召开及表决合法有效。 （二）会议出席情况 会议应出席董事 9 人，出席和授权出席董事 9 人。 董事胡云华以通讯方式参与表决。 二、议案审议情况 （一）审议通过《关于 2024 年度董事会工作报告的议案》 1.议案内容： 2024年度，公司董事会 ...

国新证券股份有限公司 (一) 风险事项类别 | 序号 | 类别 | 风险事项 | 公司是否履行信 息披露义务 | | --- | --- | --- | --- | | | 公司治理 | 原控股股东占用公司资金 | 是 | | 2 | 其他 | 财务报告被出具保留意见 | 是 | (二) 风险事项情况 1、公司原控股股东存在占用公司资金的情况: 公司原控股股东深圳市金沙江投资有限公司(以下简称"金沙江投资公司") 通过生物谷公司对第三方背书银行承兑汇票的方式占用公司资金,其中 2021 年 度占用资金 67,115,237.50元,归还资金 39,061,315.34元,2022年1月份占用资 金 11.649.139.54元,归还资金 39.703.061.70元;金沙江投资公司通过生物谷委 托第三方理财的方式占用公司资金,其中 2021 年度占用资金 122,000,000.00元, 2022 年 1 月份至 3 月份占用资金 155,000,000.00 元。截至 2024年财务报表批准 报出日，金沙江投资公司尚未归还生物谷资金合计 257,000,000.00 元。 2、信永中和会计师事务所对生物谷 ...

Financial Performance - Operating revenue for the first quarter of 2025 was CNY 92,118,348.63, down 40.35% year-on-year [10]. - Net profit attributable to shareholders for the first quarter of 2025 was a loss of CNY 16,768,203.83, representing a decline of 259.25% compared to the same period last year [10]. - Basic earnings per share for the first quarter of 2025 was -CNY 0.14, a decrease of 275.00% year-on-year [10]. - The company's cash flow from operating activities for the first quarter of 2025 was -CNY 24,104,184.81, a decline of 144.49% compared to the previous year [10]. - Total operating revenue for Q1 2025 was CNY 92,118,348.63, a decrease from CNY 154,441,052.85 in Q1 2024 [50]. - Net profit for Q1 2025 was a loss of CNY 16,768,203.83, while Q1 2024 reported a net profit of CNY 10,529,264.31 [51]. - The total comprehensive income for Q1 2025 was a loss of ¥17,389,376.69, compared to a comprehensive income of ¥9,570,421.92 in Q1 2024 [54]. Assets and Liabilities - Total assets as of March 31, 2025, were CNY 1,112,800,070.14, a decrease of 2.82% compared to the end of the previous year [10]. - The asset-liability ratio for the consolidated entity was 18.38%, down from 19.21% at the end of the previous year [10]. - Total current assets decreased from ¥546,033,405.54 in 2024 to ¥513,462,121.01 in 2025, a decline of approximately 5.93% [44]. - Total liabilities decreased from ¥219,970,089.73 in 2024 to ¥204,490,988.67 in 2025, a reduction of approximately 7.06% [46]. - Total equity attributable to shareholders decreased from ¥925,077,285.30 in 2024 to ¥908,309,081.47 in 2025, a decline of about 1.81% [46]. Shareholder Information - The largest shareholder, Shanghai Xinhong Pharmaceutical Co., Ltd., holds 32,851,219 shares, accounting for 26.49% of total shares [20]. - The total number of shareholders with more than 5% ownership is 10, collectively holding 65,807,461 shares, which is 53.06% of total shares [21]. - The total number of unrestricted shares increased from 76,935,090 to 76,990,252, representing a change of 55,162 shares, which is an increase of 0.07% [20]. - The total number of restricted shares decreased from 47,064,917 to 47,009,755, reflecting a change of -55,162 shares, which is a decrease of 0.15% [20]. Cash Flow and Expenses - The company reported a total cash inflow from operating activities of ¥106,460,668.56 in Q1 2025, compared to ¥189,066,154.08 in Q1 2024, a decrease of 43.6% [57]. - The cash flow from operating activities for Q1 2025 was negative at -¥24,104,184.81, contrasting with a positive cash flow of ¥54,184,916.38 in Q1 2024 [56]. - The company incurred sales expenses of ¥41,526,778.03 in Q1 2025, a decrease of 54.7% from ¥91,567,552.81 in Q1 2024 [53]. - Research and development expenses were ¥2,915,757.96 in Q1 2025, slightly up from ¥2,697,325.40 in Q1 2024, reflecting an 8.1% increase [53]. Related Party Transactions and Legal Issues - The company has engaged in related party transactions amounting to ¥166,696.74 for utility payments to Yunnan Biopharmaceutical Co., Ltd. and ¥754,652.00 for product sales to Longyan Pianzaihuang Hongren Pharmaceutical Co., Ltd. [35]. - The company has filed a civil lawsuit against Jinsha River and Lin Yanhe regarding the fund occupation, which is currently in the legal process [30]. - The company has maintained communication with Jinsha River and Lin Yanhe to resolve the fund occupation issue [38]. - The Guangdong High Court upheld the lower court's ruling, concluding the case regarding the fund occupation [31]. Fund Occupation and Recovery Efforts - The company reported that the controlling shareholder, Shenzhen Jinsanjiang Investment Co., Ltd., occupied funds totaling 257 million yuan, which have not yet been repaid [28]. - As of March 31, 2025, the controlling shareholder has repaid 20 million yuan of the occupied funds [29]. - The company has taken measures to recover the remaining occupied funds of 257 million yuan and corresponding returns [29]. - The company has implemented measures to prevent dividend distribution to Jinsha River and Lin Yanhe until they fulfill their commitments [40]. - The company has accrued bad debts totaling ¥195.32 million due to unreturned funds [32].

Company Recognition and Achievements - In 2024, the company was recognized as a leading enterprise in high-quality development in the Chinese pharmaceutical industry, with its product, Dengzhanhua Jiangong, awarded as a top brand[5]. - The company ranked 89th in the 2023 Top 100 Chinese Traditional Medicine Enterprises list[6]. - The company's product, Dengzhanhua Xixin, was included in the "Green Yunnan Products" brand directory in September 2024[9]. - The company was listed among the top 100 manufacturing enterprises in Yunnan in 2024[10]. Financial Performance - The company's operating revenue for 2024 was ¥516,232,107.07, a decrease of 17.05% compared to ¥622,338,700.67 in 2023[32]. - The net profit attributable to shareholders for 2024 was -¥74,400,964.91, representing a decline of 509.83% from -¥12,200,282.05 in 2023[32]. - The gross profit margin decreased to 72.89% in 2024 from 80.94% in 2023[32]. - Total assets at the end of 2024 were ¥1,145,047,375.03, down 7.34% from ¥1,235,702,221.84 at the end of 2023[34]. - The total liabilities decreased by 6.88% to ¥219,970,089.73 in 2024 from ¥236,223,971.63 in 2023[34]. - The net assets attributable to shareholders decreased to ¥925,077,285.30 in 2024, a reduction of 7.44% from ¥999,478,250.21 in 2023[34]. - The cash flow from operating activities for 2024 was ¥39,967,466.89, a significant decrease of 65.15% compared to ¥114,686,505.28 in 2023[34]. - The basic earnings per share for 2024 was -¥0.60, a decline of 500.00% from -¥0.10 in 2023[32]. Operational Developments - In August 2024, the company established a wholly-owned subsidiary in Shanghai to enhance its comprehensive value and sustainable development[8]. - The company relocated its registered address to Yunnan Province in February 2024[7]. - The company completed the cancellation of 3,999,993 shares, reducing the total shares from 128,000,000 to 124,000,007[26]. - The company has 7 products in the Dengzhanhua series, with Dengzhan Shengmai capsules and Dengzhan Xixin injection being the main patented products[42]. Research and Development - The company is focusing on establishing high-level R&D collaborations with prestigious medical institutions to drive innovation and improve patient care[51]. - The company aims to improve product clinical value and market competitiveness through ongoing R&D projects[100]. - The company has established collaborations with hospitals for RCT studies, enhancing its research capabilities and product validation[101]. - The company holds a total of 48 patents, all of which are invention patents, indicating a strong focus on innovation[98]. Market Strategy and Expansion - The company plans to expand its market presence by exploring new markets along the "Belt and Road" initiative and enhancing digital marketing strategies[48]. - The company aims to achieve double growth in operating income and profit by optimizing resource allocation and enhancing operational efficiency in response to the complex market environment[59]. - The company aims to strengthen the entire industrial chain of the medicinal plant, Dan Zhan Hua, to ensure raw material availability and promote high-quality development[121]. - The company plans to enhance market share of its core products, Dan Zhan Sheng Mai capsules and Dan Zhan Xi Xin injections, by expanding into untapped markets and improving coverage in grassroots medical institutions[122]. Legal and Compliance Issues - The company is actively addressing issues related to fund occupation, ensuring legal rights are protected, and is in the process of pursuing legal actions against former controlling shareholders for the return of misappropriated funds[54][55]. - The company has ongoing litigation with a total claim amount of 273,107,940.57 yuan, with the first instance ruling against the company[146]. - The company has taken measures to recover the remaining occupied funds of 257 million yuan and corresponding returns[160]. - The company has initiated legal proceedings against Jinsha River and related parties, with the first instance court ruling against the company[148]. Environmental and Social Responsibility - The company is committed to environmental responsibility, ensuring compliance with pollution discharge standards and passing external inspections[50]. - The company has promoted the planting area of Dengzhanhua in Yunnan Province to over 3,000 mu, contributing to poverty alleviation and rural revitalization[108]. - The company sponsored 20,000 yuan for the "2024 Mile Women's Half Marathon" to support local cultural and sports development[108]. - The company adheres to environmental protection regulations and has implemented measures to ensure wastewater discharge is below permitted levels[110]. Challenges and Risks - The company is facing risks of core technical personnel loss during the relocation of its production base from Kunming to Mile, which may impact long-term development[135]. - The price of traditional Chinese medicine materials has significantly increased due to various factors, which will affect the production costs of related products[136]. - The company has accumulated a bad debt provision of 195.32 million yuan due to unreturned funds, with credit impairment losses increasing by 45.63% year-on-year[148]. - The company has faced significant cash flow and operational impacts due to the large amount of funds occupied by the defendants[148]. Corporate Governance - The company has a total of 9 board members, 3 supervisors, and 2 senior management personnel[199]. - The total remuneration for the chairman and general manager, Lin Hongwei, is 26.65 million yuan[198]. - The total remuneration for the general manager, Yang Zhiling, is 53.48 million yuan[198]. - The total remuneration for the vice general manager, Zhang Chuan Kai, is 88.13 million yuan[198].

一、本次股票解除限售数量总额为 864,984 股，占公司总股本 0.698%， 可交易时间为 2025 年 4 月 9 日。 二、本次股票解除限售的明细情况及原因 单位：股 | | | 是否为控 | | | | 本次解 | | | --- | --- | --- | --- | --- | --- | --- | --- | | | 股东姓名 | 股股东、 | 董事、监 事、高级 | 本次解限 | 本次解除 | 除限售 股数占 | 尚未解除 | | 序号 | | 实际控制 | | | 限售登记 | | 限售的股 | | | 或名称 | 人或其一 | 管理人员 | 售原因 | 股票数量 | 公司总 | 票数量 | | | | 致行动人 | 任职情况 | | | 股本比 | | | | | | | | | 例 | | | | | | 原董事、 | | | | | | 1 | 杨智玲 | 否 | 原高级管 | B | 107,150 | 0.086% | 321,450 | | | | | 理人员 | | | | | | | | | 原董事、 | | | | | | 2 | 邓慧明 | 否 | 原高级管 | B ...

关于变更持续督导保荐代表人的公告 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。 云南生物谷药业股份有限公司（以下简称"公司"）于2025年4 月1日收到保荐机构国新证券股份有限公司（以下简称"国新证券"） 出具的《关于云南生物谷药业股份有限公司持续督导保荐代表人变 更的函》。国新证券担任公司于2020年7月向不特定合格投资者公开 发行股票并在精选层挂牌的持续督导机构，曾指定梁立群女士、张 见先生作为该次精选层挂牌的保荐代表人具体开展持续督导工作。 现张见先生因退休，不再担任公司持续督导的保荐代表人。为保证 持续督导工作有序进行，国新证券委派付玉龙先生为公司持续督导 的保荐代表人，继续履行持续督导义务。 本次变更后，公司的持续督导保荐代表人为梁立群女士和付玉 龙先生。本次变更不影响国新证券对公司的持续督导工作，公司董 事会对张见先生在担任公司保荐代表人期间所做的工作表示衷心的 感谢！ 证券代码：833266 证券简称：生物谷 公告编号：2025-005 云南生物谷药业股份有限公司 云南生物谷药业股份有限 ...

Financial Performance - The total revenue for the reporting period was CNY 516,232,107.07, a decrease of 17.05% compared to the previous year[4] - The net profit attributable to shareholders was CNY -68,883,069.87, representing a decline of 464.60% year-on-year[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was CNY -75,357,038.91, down 228.80% from the previous year[4] - The basic earnings per share were CNY -0.56, a decrease of 460.00% compared to the same period last year[4] Assets and Equity - Total assets at the end of the reporting period were CNY 1,149,313,345.38, a decline of 6.99% year-on-year[6] - The equity attributable to shareholders was CNY 930,595,180.34, down 6.89% compared to the beginning of the period[6] Bad Debt Provision - The company recorded a bad debt provision of CNY 66.82 million during the reporting period, compared to CNY 43.69 million in the previous period[7] Revenue Decline Factors - The decline in revenue was primarily due to price reductions for core products, including the "Dengzhanbai Capsule" and "Dengzhanxixin Injection" due to intensified competition in the healthcare environment[7] Corporate Governance - The company plans to continue monitoring and addressing the fund occupation issues with its former controlling shareholder, Shenzhen Jinsijiang Investment Co., Ltd.[8] Investment Caution - The financial data presented is preliminary and has not been audited, and investors are advised to be cautious regarding investment risks[9]

证券代码：833266 证券简称：生物谷 公告编号：2025-002 云南生物谷药业股份有限公司 股票解除限售公告 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、本次股票解除限售数量总额为 55,162 股，占公司总股本 0.04%， 可交易时间为 2025 年 2 月 25 日。 二、本次股票解除限售的明细情况及原因 注：解除限售原因： A 董事、监事、高级管理人员每年解除限售 B 离职董事、监事、高级管理人员解除限售 C 自愿限售解除限售 D 限制性股票解除限售 E 公开发行前特定主体股票解除限售上市 F 参与战略配售取得股票解除限售上市 G 其他（说明具体原因） | 无限售条件的股份 | 76,990,252 | 62.09% | | --- | --- | --- | | 1、高管股份 有限售条件的 | 14,158,536 | 11.42% | | 2、个人或基金 | 0 | 0% | | 3、其他法人 | 32,851,219 | 26.49% | | 股份 4、限制性股票 | 0 | ...

Financial Performance - The company's net profit attributable to shareholders is expected to be between -75.28 million and -61.60 million CNY, compared to -12.20 million CNY in the same period last year, representing a change of -517.06% to -404.87%[5] - The decline in revenue is primarily due to the dual impact of industry and centralized procurement policies, leading to price reductions for core products such as Lingzhan Shenmai Capsules and Lingzhan Xixin Injection[6] - The company has recognized a bad debt provision of 66.82 million CNY during the reporting period, compared to 43.69 million CNY in the previous period, with a cumulative bad debt provision of 200.46 million CNY[6] Audit and Reporting - The financial data presented is preliminary and has not been audited by an accounting firm, and the final figures will be disclosed in the company's 2024 annual report[7] Corporate Governance - The company is actively pursuing the resolution of fund occupation issues with its former controlling shareholder, Shenzhen Jinsanjiang Investment Co., Ltd., and its actual controller, Lin Yanhe[6]

Financial Performance - Operating revenue for the first nine months of 2024 was CNY 420,136,311.75, down 10.46% from CNY 469,237,445.29 in the same period of 2023[4] - Net profit attributable to shareholders for the first nine months of 2024 was CNY 1,790,516.28, a decline of 70.38% compared to CNY 6,044,110.41 in 2023[4] - Basic earnings per share for the third quarter of 2024 was CNY 0.01, down 80.00% from CNY 0.05 in the same period of 2023[4] - The company reported a net loss attributable to shareholders of CNY 3,011,174.86 for the third quarter of 2024, a decrease of 130.02% compared to a profit of CNY 10,031,027.91 in the same period of 2023[4] - Total operating revenue for the first nine months of 2024 was CNY 420.14 million, a decrease of 10.5% compared to CNY 469.24 million in the same period of 2023[26] - Net profit for the first nine months of 2024 was CNY 1.79 million, a decline of 70.4% compared to CNY 6.04 million in the same period of 2023[27] - The company’s total profit for the first nine months of 2024 was CNY 2.75 million, down 68.4% from CNY 8.70 million in the same period of 2023[27] Cash Flow - Cash flow from operating activities for the first nine months of 2024 was CNY 100,844,264.39, a decrease of 11.44% compared to the previous year[4] - Cash inflow from operating activities totaled 509,116,550.03, down from 599,808,337.30 in the same period last year, representing a decrease of approximately 15%[31] - Cash outflow from operating activities was 408,272,285.64, compared to 485,934,433.34 in the previous period, indicating a reduction of about 16%[33] - Net cash flow from operating activities was 100,844,264.39, down from 113,873,903.96, reflecting a decline of around 11%[33] - Cash inflow from investment activities was 51,516,457.44, an increase from 32,157,106.06, marking a growth of approximately 60%[33] - Net cash flow from investment activities was -11,200,822.82, improving from -72,098,317.71 in the previous period[33] - Cash inflow from financing activities was 6,267,394.50, compared to 58,300.00 in the previous period, showing a significant increase[33] Assets and Liabilities - Total assets as of September 30, 2024, amounted to CNY 1,214,099,292.79, a decrease of 1.75% compared to CNY 1,235,702,221.84 at the end of 2023[4] - The company's total liabilities to total assets ratio (consolidated) was 17.53% as of September 30, 2024, down from 19.12% at the end of 2023[4] - Current liabilities decreased from 99,104,080.81 to 95,532,408.80, a reduction of about 5.1%[21] - Non-current liabilities decreased from 137,119,890.82 to 117,298,117.50, a decrease of approximately 14.4%[21] - The company’s total liabilities decreased from 236,223,971.63 to 212,830,526.30, a reduction of about 9.9%[22] Shareholder Information - The total number of unrestricted shares decreased from 77,640,137 to 76,935,090, a change of -0.91%[11] - The total share capital remained unchanged at 124,000,007 shares[11] - Major shareholders include Shanghai Xinhong Pharmaceutical Co., Ltd. with 26.49% ownership and Li Zhensheng with 8.15% ownership[12] Related Party Transactions and Legal Matters - The company has engaged in related party transactions, which were disclosed and executed in a timely manner[16] - The company has fulfilled its commitments as disclosed in previous announcements, including those from 2015 and 2020[16] - There were no significant litigation or arbitration matters reported during the period[16] Research and Development - Research and development expenses decreased by 37.23% to CNY 9,208,001.89, primarily due to amortization based on contract and project progress[7] - Research and development expenses for the first nine months of 2024 were CNY 9.21 million, a decrease of 37.5% compared to CNY 14.67 million in the same period of 2023[26] Financial Obligations and Guarantees - The company provided a guarantee for a project loan of up to 120 million CNY for the "Yunnan Biological Valley Health Industry Park Project," with an actual guarantee amount of 90 million CNY as of the reporting period[17] - In 2021, the original controlling shareholder, Jinsha River, occupied funds amounting to 67,115,237.50 CNY, with repayments of 39,061,315.34 CNY, and in January 2022, occupied funds of 11,649,139.54 CNY with repayments of 39,703,061.70 CNY[17] - As of the reporting date, Jinsha River had not repaid a total of 257 million CNY of occupied funds and corresponding financial returns[17] - The company has made provisions for bad debts totaling 143.92 million CNY due to the large amount of funds occupied by Jinsha River[18] - The company has taken legal action against Jinsha River and related parties to recover the occupied funds, with the Shenzhen Intermediate People's Court accepting the case in August 2022[18] - The company has pledged assets held by Jinsha River to secure the repayment of occupied funds, including 99% equity in two companies and receivables totaling 29.19 million CNY[18] - The company has maintained communication with Jinsha River and Mr. Lin Yanhe to resolve the fund occupation issue[18] - The company has not experienced significant operational disruptions due to the fund occupation, and the financial impact has been managed[18] - The company continues to monitor the progress of related criminal cases concerning fund occupation to facilitate recovery efforts[18]