2025 年第五次临时股东会会议资料 塞力斯医疗科技集团股份有限公司 2025 年第五次临时股东会 会议资料 （股票代码：603716） 会议时间：2025 年 10 月 9 日 2025 年第五次临时股东会会议资料 目 录 二、与会者必须遵守本次股东会的议程安排。进入会场后，应按照会务安排 及次序就座。会议期间，应保持会场安静，不得干扰大会秩序、寻衅滋事、打断 与会人员的正常发言以及侵犯股东合法权益的行为，公司会务组有权予以制止并 报告有关部门查处。 三、股东依法享有发言权、质询权、表决权等权利。参会股东及/或股东代 表应当在会前仔细阅读股东会相关提案资料，并在会议召开前以及会议进行过程 中以书面方式将质询和建议提交股东会工作人员转交会议主持人或口头提出。会 议主持人将指定相关人员在股东会上进行回答或接受质询。 四、股东要求在会上发言前，请先举手征得主持人的同意。如无特殊理由会 议主持人将会安排其发言。股东发言范围仅限于本次大会审议的议题或公司的经 营、管理、发展等内容，超出此限的，大会组织方有权取消发言人该次发言资格， 应答者有权拒绝回答无关问题。 五、股东对公司有关经营、管理等方面的建议可采取口头发言或 ...

关于对参股子公司增资及与实际控制人共同投资 暨关联交易的对外投资的更正公告 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。 塞力斯医疗科技集团股份有限公司（以下简称"公司"或"塞力医疗"）于 2025 年 9 月 18 日披露了《关于对参股子公司增资及与实际控制人共同投资暨关 联交易的对外投资公告》（公告编号：2025-082），经核查，现就部分内容进行 更正。 一、更正前 一、对外投资概述： （一）本次交易概况 | 证券代码：603716 | 证券简称：塞力医疗 | 公告编号：2025-086 | | --- | --- | --- | | 债券代码：113601 | 债券简称：塞力转债 | | 塞力斯医疗科技集团股份有限公司 1 （一）本次交易概况 | 序号 | 股东名称 | 变更后注册资本（万元） | 变更后持股比例 | | --- | --- | --- | --- | | 1 | 为歆生物 | 257.90 | 49.00% | | 2 | 塞力医疗 | 215.79 | 41.00% | | 3 | 温伟 | 52 ...

Group 1 - The company issued a correction announcement regarding its investment in a subsidiary, which was initially disclosed on September 18 [1] - The correction involves changes in the shareholding structure of the target company post-acquisition, with "Cyrus Medical" reducing its stake from 49.00% to 41.00%, while "Weixin Biotechnology" increased its stake from 41.00% to 49.00% [1] - The company apologized for any inconvenience caused by the correction and stated it would enhance its information disclosure review process [1]

Investment Overview - The company plans to increase its investment in Wuhan Huajiyuan Biotechnology Development Co., Ltd. by 42.74 million yuan, raising its ownership from 30% to 41% [2][10] - The actual controller, Mr. Wen Wei, intends to acquire 10% of the shares from shareholder Sun Danping for 27.2 million yuan, with the total investment from both parties amounting to 69.94 million yuan [2][10] Transaction Details - The investment will be used for the clinical trials of a hypertension treatment vaccine project (HJY-ATRQβ-001) [8][19] - The transaction has been approved by the company's board and will be submitted for shareholder approval, with related parties abstaining from voting [3][27] Financial Impact - The investment is expected to support the development of the target company's business and align with the company's strategic transformation and optimization of its business structure [26] - The target company will be included in the company's consolidated financial statements as a controlled subsidiary in 2026 [2][26] Approval Process - The transaction has undergone necessary approvals from the board's independent directors and strategic committee, and it will be presented at the upcoming shareholder meeting [3][27] Risk Considerations - The target company is currently in the clinical stage of product development and has not yet generated profits, leading to uncertainties regarding future revenue and investment returns [4][29] - The investment may have limited short-term impact on the company's main business and cash flow [5][29]

Core Viewpoint - Seer Medical plans to increase its stake in Wuhan Huajiyuan Biotechnology by investing 42.74 million yuan, raising its ownership to 41% [1] - The company aims to advance the clinical trials of its therapeutic antihypertensive vaccine HJY-ATRQβ-001, which has received IND approval from the NMPA [2] Group 1: Investment and Ownership Changes - Seer Medical will invest a total of 69.94 million yuan in Wuhan Huajiyuan, including a 27.2 million yuan acquisition of a 10% stake from a shareholder [1] - Following the investment, Wuhan Huajiyuan will be consolidated into Seer Medical's financial statements as a subsidiary by 2026 [1] Group 2: Product Development and Clinical Trials - HJY-ATRQβ-001 is expected to provide a new treatment option for hypertension patients, with no similar drugs currently in clinical development globally [2] - The company aims to complete Phase I and IIa clinical trials within two years, followed by Phase IIb trials [1][2] Group 3: Financial Performance and Strategic Direction - Seer Medical reported a 40.2% decline in revenue to 584 million yuan in the first half of the year, with a net loss of 56.12 million yuan [2][3] - The company is undergoing a strategic transformation towards smart healthcare, which has temporarily impacted profits but is expected to support long-term growth [3] - Seer Medical's stock price has increased by 325% this year, reflecting strong market performance [3]

Core Viewpoint - The company, Saily Medical (603716.SH), has approved a capital increase in its subsidiary, Wuhan Huajiyuan, which will enhance its ownership stake and support the development of a therapeutic hypertension vaccine project [1] Group 1: Investment Details - The company plans to invest 42.7429 million yuan in Wuhan Huajiyuan, increasing its ownership from 30% to 41% [1] - The actual controller, Mr. Wen Wei, will acquire an additional 10% stake in Wuhan Huajiyuan for 27.2 million yuan, with other shareholders waiving their preemptive rights [1] - The total investment from the company and Mr. Wen Wei amounts to 69.9429 million yuan [1] Group 2: Strategic Implications - The capital increase will provide additional funding to Wuhan Huajiyuan, facilitating the clinical trials of the therapeutic hypertension vaccine (HJY-ATRQβ-001) [1] - This investment aligns with the company's strategic transformation plan, optimizing its business structure and enhancing core competitiveness [1] - The investment is expected to promote sustainable and steady development for the company [1]

Core Viewpoint - The company, Sely Medical (603716.SH), plans to increase its stake in Wuhan Huajiyuan by investing 42.7429 million yuan, raising its ownership to 41% [1] Investment Details - The actual controller, Mr. Wen Wei, intends to acquire 10% equity from shareholder Sun Danping for 27.2 million yuan, based on a post-investment valuation of 272 million yuan [1] - Other shareholders of Wuhan Huajiyuan have waived their preemptive rights regarding this equity transfer [1] - After the completion of the equity transfer, Mr. Wen Wei will delegate all voting rights corresponding to the 10% equity he holds to Sely Medical [1] Financial Implications - The total investment from the company and Mr. Wen Wei amounts to 69.9429 million yuan [1] - Wuhan Huajiyuan is expected to be included in the company's consolidated financial statements as a controlled subsidiary by 2026 [1] Strategic Alignment - This investment will provide additional financial support to Wuhan Huajiyuan, facilitating the clinical trials of its therapeutic antihypertensive vaccine project (HJY-ATRQβ-001) [1] - The move aligns with the company's strategic transformation plan, optimizing its business structure and enhancing core competitiveness [1] - The investment is positioned to promote sustainable and steady development for the company [1]

Core Viewpoint - The company, Saily Medical (603716.SH), plans to increase its stake in Wuhan Huajiyuan by investing 42.74 million yuan, raising its ownership to 41% [1] Group 1: Investment Details - The actual controller, Mr. Wen Wei, intends to acquire 10% equity from shareholder Sun Danping for 27.2 million yuan, based on a post-investment valuation of 272 million yuan [1] - The total investment from the company and Mr. Wen Wei amounts to 69.94 million yuan [1] - Other shareholders of Wuhan Huajiyuan have waived their preemptive rights regarding the equity transfer [1] Group 2: Strategic Implications - The investment will provide additional funding to Wuhan Huajiyuan, supporting the development of its therapeutic hypertension vaccine project (HJY-ATRQβ-001) through various clinical trial phases [1] - This move aligns with the company's strategic transformation plan, optimizing its business structure and enhancing core competitiveness [1] - The target company is expected to be included in the company's consolidated financial statements as a controlled subsidiary by 2026 [1]

Core Viewpoint - The company, Celery Medical (603716.SH), plans to increase its investment in its subsidiary, Wuhan Huajiyuan Biotechnology Development Co., Ltd., by 42.74 million yuan, which will raise its ownership stake to 41% [1] Group 1: Investment Details - The actual controller, Wen Wei, intends to acquire a 10% stake from shareholder Sun Danping for 27.2 million yuan, based on a post-investment valuation of 272 million yuan [1] - The total investment from the company and Wen Wei will amount to 69.94 million yuan [1] Group 2: Future Plans - The target company is expected to be included in the company's consolidated financial statements as a controlled subsidiary by 2026 [1] - All parties have agreed to actively promote the clinical trials for the therapeutic antihypertensive vaccine (HJY-ATRQβ-001) project, aiming to complete Phase I and Phase IIa clinical trials within two years, followed by the implementation of Phase IIb clinical trials [1]

涉及武汉华纪元生物技术开发有限公司 股东全部权益价值项目 资产评估报告 中企华评报字（2025）第 6518 号 （共一册，第一册） 本报告依据中国资产评估准则编制 塞力斯医疗科技集团股份有限公司拟增资所 北京中企华资产评估有限责任公司 二〇二五年八月二十八日 | 报告编码: | 2411020110240401202500064 | | --- | --- | | 合同编号: | PG20251042732000 | | 报告类型: | 非法定评估业务资产评估报告 | | 报告文号: | 中企华评报字(2025)第6518号 | | 报告名称: | 塞力斯医疗科技集团股份有限公司拟增资所涉及武汉华纪元生物 技术开发有限公司股东全部权益价值项目 | | 评估结论: | 234,295,500.00元 | | 评估报告日: | 2025年08月28日 | | 评估机构名称: | 北京中企华资产评估有限责任公司 | | 签名人员: | 王晨煜 (资产评估师) 正式会员 编号:24000264 | | | 孙丽娟 (资产评估师) 正式会员 编号:24210011 | | | 王晨煜、孙丽娟实名认可 | | 声 | ...