证券代码：600165 证券简称：ST 宁科 公告编号：2025-084 宁夏中科生物科技股份有限公司 关于财务总监离任的公告 本公司董事会及全体董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、准确性和完整性承担法律责任。 宁夏中科生物科技股份有限公司 董 事 会 二〇二五年七月二十六日 姓名 离任职务 离任时间 原定任期 到期日 离任原因 是否继续在上 市公司及其控 股子公司任职 具体职务（如适用） 是否存在未 履行完毕的 公开承诺 董春香 财务总监 2025 年 7 月 25 日 2025 年 6 月 30 日注 个人原因 是 公司财务副总监 否 一、提前离任的基本情况 二、离任对公司的影响 根据《中华人民共和国公司法》《公司章程》的有关规定，董春香女士的辞 职报告自送达公司董事会之日起生效。董春香女士将按公司相关规定做好交接工 作，其离任不会影响公司的正常运行。截至本公告披露日，董春香女士未持有公 司股份，不存在未履行完毕的公开承诺。公司董事会将按照法定程序尽快完成新 任财务总监的聘任工作。 公司董事会对董春香女士在担任公司财务总监期间恪尽职守，在公司治理、 资本运作 ...

Transaction Overview - The company approved the transfer of a 10% stake in Ningxia Zhongke Biological New Materials Co., Ltd. from Shizuishan Zhengxingcheng New Materials Technology Partnership for a total consideration of RMB 106 million [1] - The company failed to pay the remaining transfer amount within the stipulated 60 working days, leading to a supplementary agreement allowing payment by October 31, 2022 [2] Debt Settlement Agreement - Due to the outstanding payment, the company was required to pay a penalty of 0.05% per day on the unpaid amount until settled [3] - On November 23, 2023, the company approved a debt settlement agreement using a property as payment for the remaining transfer amount [3] - The company later decided to terminate the debt settlement agreement on December 5, 2023, considering its business development and financial arrangements [3] Property Transfer and Management - The company signed a property holding agreement to ensure the property remains an asset of the company despite the termination of the debt settlement agreement [3] - The company is unable to transfer back the property due to tax payment issues, which are a result of financial constraints [4] - As of the announcement date, the property has been transferred back to the company, and the property holding agreement has been terminated [4][5]

宁夏中科生物科技股份有限公司（以下简称：公司）分别于 2022 年 6 月 15 日、2022 年 7 月 1 日召开第八届董事会第二十三次会议、2022 年第二次临时股 东大会，审议通过了《关于与石嘴山市正兴成新材料技术合伙企业（有限合伙） 签署<宁夏恒力生物新材料有限责任公司股权转让协议>暨关联交易的议案》，石 嘴山市正兴成新材料技术合伙企业（有限合伙）（以下简称：正兴成）将其持有 的宁夏中科生物新材料有限公司（原宁夏恒力生物新材料有限责任公司，以下简 称：中科新材）10%股权转让至公司，转让价款总计人民币 106,000,000 元整， 具体内容详见公司于 2022 年 6 月 16 日披露的《关于与石嘴山市正兴成新材料技 术合伙企业（有限合伙）签署<宁夏恒力生物新材料有限责任公司股权转让协议> 暨关联交易的公告》（公告编号：临 2022-023）。 公司未能在《宁夏恒力生物新材料有限责任公司股权转让协议》（以下简称： 《股权转让协议》）约定的 60 个工作日内向正兴成支付剩余股权转让款。经双方 协商一致，公司于 2022 年 9 月 26 日与正兴成签订了《股权转让协议之补充协议》， 正兴成同意公司在 ...

Core Viewpoint - Ningxia Zhongke Biological Technology Co., Ltd. (*ST Ningke*) is undergoing a pre-restructuring process to address its significant debt issues, with Hunan Chuntou Industrial Development Co., Ltd. stepping in as the lead investor to potentially rescue the company through capital operations and asset injection [2][4][11]. Group 1: Company Crisis - *ST Ningke* has been under severe financial distress, with total debts amounting to 2.236 billion yuan, of which 1.81 billion yuan are overdue debts [4][6]. - The company has faced regulatory penalties for false reporting in its 2022 annual report, resulting in fines totaling 14.95 million yuan for the company and its executives [3][4]. - The company's revenue for 2024 was reported at 345 million yuan, a year-on-year increase of 20.9%, but it still recorded a net loss of 539 million yuan [4][12]. Group 2: Restructuring Efforts - Hunan Chuntou, established in October 2021, has emerged as the primary investor in *ST Ningke*'s restructuring, with its actual controller, Liu Xirong, holding 90% of its shares [11][12]. - The restructuring plan involves a combination of industrial and financial investments, with Hunan Chuntou and 15 financial investors forming a consortium to support the process [11][12]. - If the restructuring is successful, Hunan Chuntou plans to acquire 22.10% of *ST Ningke*'s shares at 1.12 yuan per share, while financial investors will acquire 32.54% at 1.60 yuan per share [13]. Group 3: Future Prospects - The potential integration of Hunan Chuntou's biopharmaceutical assets into *ST Ningke* could significantly alter the company's business model, moving it towards the biopharmaceutical sector [15][17]. - The restructuring must be completed by August 28, 2025, to avoid bankruptcy, creating a tight timeline for the company [16][17]. - Successful restructuring will depend on the effective integration of existing operations and the new biopharmaceutical assets, as well as balancing the exit demands of the financial investors involved [17].

Core Viewpoint - ST Ningke has signed a "Pre-restructuring Investment Agreement" with Hunan Chuantou and other financial investors, marking a significant step in its restructuring process [2][3][4]. Group 1: Pre-restructuring Investment Agreement - The company announced the signing of the "Pre-restructuring Investment Agreement" on July 11, 2024, which is essential for advancing its restructuring efforts [2]. - Two industrial investors submitted restructuring proposals during the recruitment period, with Hunan Chuantou being selected as the main industrial investor [2][4]. - The agreement with Hunan Chuantou and other financial investors is expected to facilitate the smooth progress of the company's pre-restructuring and restructuring work [4]. Group 2: Financial Investors - A list of financial investors has been designated, including companies such as Kaishuo (Hubei) Biotechnology Co., Ltd., National Trust Co., Ltd., and several private equity funds [3]. - These financial investors have also signed the "Pre-restructuring Investment Agreement," indicating their commitment to the restructuring process [3]. Group 3: Legal and Regulatory Context - The signing of the investment agreements is a necessary step in the restructuring process, which will lead to the drafting of a restructuring plan to be submitted for approval by stakeholders [4]. - The company and its management received administrative penalties from the China Securities Regulatory Commission for violations related to false disclosures in the 2022 annual report [5].

Core Viewpoint - Ningxia Zhongke Biological Technology Co., Ltd. has signed a pre-restructuring investment agreement as part of its restructuring process initiated by the Shizuishan Intermediate People's Court, which aims to address the company's financial difficulties and facilitate its recovery [1][2]. Group 1: Pre-restructuring Process - The Shizuishan Intermediate People's Court decided to initiate pre-restructuring for Ningxia Zhongke Biological Technology Co., Ltd. and its subsidiary on May 30, 2024 [1]. - Two industrial investors submitted restructuring investment plans, with Hunan Chuantou Industrial Development Co., Ltd. identified as the main investor [2][5]. - The company has entered into a pre-restructuring investment agreement with both industrial and financial investors to facilitate the restructuring process [3][4]. Group 2: Investment Agreements - The pre-restructuring investment agreement with industrial investors allows them to gain actual control of the company upon successful completion of the restructuring [4]. - Financial investors, including several asset management firms, have also signed pre-restructuring investment agreements, contributing to the restructuring efforts [3][6]. - The agreements are essential for advancing the restructuring process and will be subject to court approval based on the restructuring plan [4][5]. Group 3: Investor Profiles - Hunan Chuantou Industrial Development Co., Ltd. was established in October 2021 with a registered capital of 50 million RMB and focuses on various consulting and technology services [6][7]. - Financial investors include companies like Kaiso (Hubei) Biotechnology Co., Ltd., National Trust Co., Ltd., and others, each with distinct operational focuses and financial backgrounds [8][12][13]. - National Trust Co., Ltd. manages assets totaling approximately 243.39 billion RMB and reported a net profit of 385 million RMB in 2024 [12].

证券代码：600165 股票简称：ST 宁科 公告编号：临 2025-081 宁夏中科生物科技股份有限公司 关于签署《预重整投资协议》的公告 本公司董事会及全体董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、准确性和完整性承担法律责任。 重要内容提示： ● 宁夏回族自治区石嘴山市中级人民法院（以下简称：石嘴山中院）于 2024 年 5 月 30 日作出（2024）宁 02 破申 2 号《决定书》、（2024）宁 02 破申 1 号《决定书》， 决定对宁夏中科生物科技股份有限公司（以下简称：宁科生物或公司）及其控股子公 司宁夏中科生物新材料有限公司（以下简称：中科新材）启动预重整，并指定惠农区 人民政府成立的清算组担任临时管理人，负责组织预重整期间各项工作。 ● 2024 年 6 月 29 日、2024 年 12 月 28 日，公司分别披露了《关于临时管理人公 开招募和遴选重整投资人延期暨重整及预重整事项的进展公告》《关于重整及预重整 事项的进展公告》（公告编号：临 2024-101、临 2024-185），共有 2 家产业投资人在 临时管理人要求的期限内提交《重整投资方案》 ...

[Current Period Performance Forecast](index=1&type=section&id=I.%20Current%20Period%20Performance%20Forecast) The company projects a net loss for the first half of 2025, with attributable net profit between -200 million CNY and -160 million CNY, and non-recurring net profit between -150 million CNY and -110 million CNY Performance Forecast Details | Indicator | Estimated Amount (CNY) | | :--- | :--- | | **Performance Forecast Period** | January 1, 2025 to June 30, 2025 | | **Net Profit Attributable to Shareholders of the Listed Company** | -200 million CNY to -160 million CNY | | **Net Profit After Deducting Non-Recurring Gains and Losses** | -150 million CNY to -110 million CNY | - This performance forecast represents the company's finance department's preliminary estimation and has not been audited by a certified public accountant[3](index=3&type=chunk) [Prior Period Performance Review](index=1&type=section&id=II.%20Prior%20Period%20Operating%20Performance%20and%20Financial%20Position) Compared to the prior year, the company's projected loss for the first half of 2025 has narrowed, with the 2024 corresponding period showing an attributable net loss of 424.9641 million CNY and a non-recurring net loss of 412.9578 million CNY Prior Period Performance (H1 2024) | Indicator (H1 2024) | Amount (CNY) | | :--- | :--- | | **Net Profit Attributable to Shareholders of the Listed Company** | -424.9641 million CNY | | **Net Profit After Deducting Non-Recurring Gains and Losses** | -412.9578 million CNY | | **Earnings Per Share** | -0.620 CNY | - Compared to the prior period, the projected attributable net loss for the current period (between **-200 million CNY** and **-160 million CNY**) shows a significant narrowing from **-424.9641 million CNY** in the prior corresponding period[2](index=2&type=chunk)[4](index=4&type=chunk) [Analysis of Current Period Pre-Loss](index=2&type=section&id=III.%20Primary%20Reasons%20for%20Current%20Period%20Pre-Loss) The current period's loss is primarily due to insufficient capacity utilization at Ningxia Zhongke Biomaterials Co., Ltd., leading to unabsorbed fixed costs, and the accrual of expenses related to investor misrepresentation lawsuits - Core operational issue: The subsidiary, Ningxia Zhongke Biomaterials Co., Ltd., experienced insufficient capacity utilization, preventing the effective absorption of fixed costs such as depreciation of fixed assets and public utility operating expenses, contributing to the loss[6](index=6&type=chunk) - Non-operating expense: Accrual of litigation expenses related to investor misrepresentation lawsuits further increased the loss for the current period[6](index=6&type=chunk) [Risk Warning](index=2&type=section&id=IV.%20Risk%20Warning) The company emphasizes that this performance forecast is an unaudited preliminary calculation with inherent uncertainties, and no other significant factors affecting its accuracy have been identified as of the announcement date - This performance forecast is a preliminary calculation by the company's finance department based on its professional judgment, is unaudited by a certified public accountant, and the final results may differ[7](index=7&type=chunk) - As of the announcement date, the company has not identified any other significant uncertain factors that could affect the accuracy of this performance forecast[7](index=7&type=chunk) [Other Explanations](index=2&type=section&id=V.%20Other%20Explanations) The company reiterates that the data in this announcement are preliminary, and the final accurate financial figures will be based on the officially disclosed 2025 semi-annual report, urging investors to be aware of investment risks - The final accurate financial data will be subject to the company's officially disclosed 2025 semi-annual report, and investors are advised to pay attention to investment risks[8](index=8&type=chunk)

Core Viewpoint - ST Ningke (600165) expects a net loss attributable to shareholders of the listed company in the range of -200 million to -160 million yuan for the first half of 2025, with a net profit excluding non-recurring gains and losses estimated between -150 million to -110 million yuan [1] Group 1 - The primary reason for the expected loss is the insufficient capacity release of its subsidiary, Ningxia Zhongke Biological New Materials Co., Ltd [1] - Fixed asset depreciation and the operational costs of public auxiliary facilities are fixed expenses that cannot be diluted [1] - The current period includes provisions for litigation costs related to false statements made to investors [1]

Core Viewpoint - Ningxia Zhongke Biotechnology Co., Ltd. is facing significant financial distress, with a total debt of 2.236 billion yuan, including overdue debts of 1.81 billion yuan and litigation-related debts of 1.84 billion yuan, leading to a severe impact on its ability to continue operations [1][5]. Debt and Financial Situation - As of the announcement date, the company's total debt stands at 2.236 billion yuan, with overdue debts totaling 1.81 billion yuan and litigation-related debts amounting to 1.84 billion yuan [1][5]. - Most of the company's bank accounts, except for those of its subsidiaries, are frozen, indicating a critical liquidity crisis [1][5]. - The company lacks sufficient funds and liquid assets to meet its debt obligations, raising concerns about its ability to continue as a going concern and potential bankruptcy [1][5]. Litigation Status - The company and its subsidiaries have been involved in multiple lawsuits over the past 12 months, with various stages including concluded, executed, and pending cases [2]. - The total amount involved in the current litigation is approximately 8.7 million yuan, along with associated litigation and preservation costs [2]. - The company is currently a defendant in several lawsuits related to loan agreements, equity transfer disputes, sales contracts, construction contracts, and securities fraud claims [2][5]. Specific Case Details - A specific lawsuit has been filed by Yantai Jiuqi Construction Engineering Installation Co., Ltd. against the company and Shandong Guiyuan Biotechnology Co., Ltd. for unpaid construction fees totaling 3.699 million yuan [2][3]. - The lawsuit is based on a construction contract where the plaintiff claims that the defendants have delayed payment for completed work [3]. Impact on Future Profitability - Due to the ongoing litigation and the current financial situation, it is difficult to accurately assess the impact on the company's current and future profitability [4][5].