上海海利生物技术股份有限公司 2025 年第三次临时股东会 会议资料 1、互联网投票平台投票时间：2025 年 12 月 16 日的 9:15－15:00 2、交易系统投票平台投票时间：2025 年 12 月 16 日的交易时间段，即 9:15 －9:25，9:30－11:30，13:00－15:00 三、现场会议召开地点 上海市黄浦区淮海中路 138 号 805 室 四、会议主持 二〇二五年十二月 上海 上海海利生物技术股份有限公司 2025 年第三次临时股东会议程 一、现场会议召开时间 2025 年 12 月 16 日（星期二）13:30 二、网络投票时间 （九）主持人宣读 2025 年第三次临时股东会决议 （十）见证律师宣读 2025 年第三次临时股东会法律意见书 （十一）出席董事签署 2025 年第三次临时股东会决议和会议记录 （十二）主持人宣布 2025 年第三次临时股东会结束 上海海利生物技术股份有限公司 董事长张海明先生 五、会议议程 （一）主持人宣布 2025 年第三次临时股东会开始，报告出席会议的股东人 数及代表股份总数 （二）介绍出席会议的董事、高级管理人员、见证律师等人员情况 （三）推举 ...

Core Viewpoint - The acquisition of a 41% stake in Shaanxi Ruisheng Biotechnology Co., Ltd. by Shanghai Haili Biotechnology Co., Ltd. is primarily a means to offset a transaction price difference due to declining performance of Ruisheng Biotech, which has been impacted by increased competition and policy changes [2][3][4]. Group 1: Acquisition Details - On November 30, Haili Biotech signed an agreement to acquire a 41% stake in Ruisheng Biotech from Meilun Management Co., Ltd. [2] - The original acquisition of 55% of Ruisheng Biotech was completed in October 2024 for 935 million yuan, with performance guarantees set for the following years [3]. - Due to a decline in Ruisheng's performance starting in Q2 2024, Haili Biotech adjusted the valuation of the acquisition, reducing the price from 935 million yuan to 535.7 million yuan, resulting in a price difference of approximately 399.3 million yuan that Meilun was unable to pay in cash [3][4]. Group 2: Financial Performance - Ruisheng Biotech's revenue for 2024 and the first nine months of 2025 was 265 million yuan and 105 million yuan, respectively, with net profits of 139 million yuan and 43.06 million yuan [5]. - The valuation of Ruisheng Biotech was adjusted to 974 million yuan, reflecting a significant increase from its book value of 301 million yuan, resulting in a valuation increase of 673 million yuan, or 223.21% [6]. - Haili Biotech's revenue for 2024 was 271 million yuan, a 12.59% increase year-on-year, with a net profit of 171 million yuan, representing a 172.28% increase [7]. Group 3: Market Challenges - Haili Biotech's main businesses, including in vitro diagnostic reagents and oral tissue repair materials, are facing pressures due to intensified market competition and declining product prices [8]. - In Q3 2025, Haili Biotech experienced a significant revenue decline of 40.2% year-on-year, with total revenue of 150 million yuan, a 14.15% decrease compared to the previous year [8].

Core Viewpoint - The acquisition of a 41% stake in Shaanxi Ruisheng Biotechnology Co., Ltd. by Shanghai Haili Biotechnology Co., Ltd. is primarily a means to offset a transaction price difference due to declining performance of Ruisheng [1][2][3] Group 1: Acquisition Details - Haili Biotechnology signed an agreement to acquire a 41% stake in Ruisheng from Meilun Management Co., Ltd. to offset a transaction price difference of approximately 399.3 million yuan [1][2] - The original acquisition of 55% of Ruisheng was completed in October 2024 for 935 million yuan, with performance guarantees set for the following years [2][3] - Due to a decline in Ruisheng's performance starting in Q2 2024, Haili adjusted the valuation of Ruisheng from 1.7 billion yuan to 974 million yuan, leading to a reduced transaction price [2][5] Group 2: Financial Performance - Ruisheng's revenue for 2024 and the first nine months of 2025 was 265 million yuan and 105 million yuan, respectively, with a net profit of 139 million yuan [4] - Haili's revenue for 2024 was 271 million yuan, a 12.59% increase year-on-year, and net profit was 171 million yuan, a 172.28% increase [7] - In Q3 2025, Haili's revenue dropped significantly by 40.2% year-on-year, attributed to intensified market competition and declining product prices [9] Group 3: Market Context - The oral tissue repair and regeneration materials market, where Ruisheng operates, is facing increased competition and price declines, impacting overall performance [8] - Haili's main business segments, including in vitro diagnostic reagents and oral tissue repair materials, are under pressure due to policy changes and market dynamics [8]

天风农业团队指出，受气温下降影响，山东南部、辽宁西部部分区域有零星猪病散发，本周90kg以下小 体重猪整体出栏占比为4.83%，较上周增加0.34%。连续增长7周，后续需持续观察。政策引导减产&养 殖亏损&疫病干扰情况下，后续产能有望持续去化。机构强调，重视生猪板块空间，重视优秀企业的盈 利能力，在25年猪价持续低位&政策引导情况下，后续产能有望去化。 截至2025年12月3日 13:29，中证畜牧养殖指数(930707)成分股罗牛山(000735)上涨9.98%，益客食品 (301116)上涨3.36%，金新农(002548)上涨2.82%，海利生物(603718)上涨2.50%，中牧股份(600195)上涨 2.23%。畜牧ETF(159867)上涨0.46%，最新价报0.65元。 畜牧ETF紧密跟踪中证畜牧养殖指数，中证畜牧养殖指数选取涉及畜禽饲料、畜禽药物以及畜禽养殖等 业务的上市公司证券作为样本，以反映畜牧养殖相关上市公司的整体表现。 数据显示，截至2025年11月28日，中证畜牧养殖指数(930707)前十大权重股分别为牧原股份(002714)、 温氏股份(300498)、海大集团(002311) ...

Core Viewpoint - HaiLi Bio plans to acquire 41% of Shaanxi Ruisheng Biotechnology Co., Ltd. for 399.3 million yuan, increasing its stake from 55% to 96%, raising concerns about the pricing and performance commitments of the transaction [1][3]. Group 1: Acquisition Details - The acquisition price of 399.3 million yuan offsets a previous transaction difference owed by Meilun Management Co., Ltd. [1] - After the acquisition, HaiLi Bio will strengthen its control over Ruisheng, which is crucial for its oral medical device business [3]. - The acquisition is part of a broader strategy to optimize resource allocation and enhance operational efficiency in the oral business sector [3]. Group 2: Financial Performance and Adjustments - Ruisheng achieved a net profit of 138 million yuan in 2024, exceeding its performance commitments [2]. - The initial acquisition price was adjusted from 935 million yuan to 535.7 million yuan due to Meilun's financial difficulties, requiring a refund of 399.3 million yuan [2]. - Meilun proposed to settle the transaction difference by transferring its 41% stake in Ruisheng to HaiLi Bio, which the company accepted to mitigate collection risks [3]. Group 3: Regulatory and Market Concerns - HaiLi Bio received a regulatory inquiry regarding the acquisition, focusing on the fairness of the transaction pricing and the performance guarantees [4][5]. - The valuation method used for the acquisition raised questions, as the income approach showed a significant premium compared to the market approach [5]. - Concerns exist regarding Meilun's ability to meet future performance targets for Ruisheng, given its current financial challenges [6]. Group 4: Shareholder Dynamics - There are concerns about major shareholders exiting the top ten list after the acquisition, raising questions about the confidence in the company's future [6]. - HaiLi Bio stated that the shareholder reductions were based on individual needs and that the company complied with disclosure regulations [7]. - The company aims to continue seeking quality projects in both the oral and IVD sectors to bolster its market position [7].

Core Viewpoint - The acquisition of a 41% stake in Shaanxi Ruisheng Biotechnology Co., Ltd. by Haili Biological is marked by a significant premium, despite a substantial reduction in the company's valuation, indicating a complex financial maneuver to mitigate risks associated with uncollectible receivables and declining performance [1][3]. Group 1: Acquisition Details - Haili Biological announced the acquisition of a 41% stake in Ruisheng Biotechnology, with the transaction price adjusted from 9.35 billion to 5.36 billion yuan due to a revised valuation of Ruisheng from 17 billion to 9.74 billion yuan [3][4]. - The adjustment in transaction price results in a difference of approximately 3.99 billion yuan, which Haili Biological will receive from Meilun Company in the form of equity rather than cash [3][4]. - Following the acquisition, Haili Biological's ownership in Ruisheng will increase from 55% to 96%, enhancing control over the company [4]. Group 2: Financial Performance of Ruisheng - Ruisheng's financial performance has been under pressure, with projected revenues of 2.65 billion yuan and net profits of 1.39 billion yuan for 2024, and a decline in revenue to approximately 1.05 billion yuan with net profits of about 43.06 million yuan for the first three quarters of 2025 [2][6]. - The valuation adjustment reflects a significant decrease in Ruisheng's performance, with an increase in the valuation rate from 223.21% to 952.12% in previous assessments [5][6]. Group 3: Market and Regulatory Context - The acquisition has drawn scrutiny from the Shanghai Stock Exchange, which issued a regulatory letter to Haili Biological regarding the transaction, highlighting concerns over the valuation adjustments and potential discrepancies in financial reporting [8][9]. - The market dynamics, including increased competition and price wars, have adversely affected Ruisheng's performance, necessitating price reductions to maintain market share [6][10].

Core Viewpoint - Hai Li Biological is engaged in a high-premium acquisition of 41% equity in Shaanxi Ruisheng Biological Technology Co., Ltd. The transaction involves a significant price adjustment due to Ruisheng's declining performance, leading to a return of approximately 399 million yuan from Meilun Company, which is unable to pay in cash and will instead transfer equity as compensation [1][3][4]. Group 1: Acquisition Details - On December 1, Hai Li Biological announced the acquisition of 41% equity in Ruisheng Biological, with Meilun Company required to pay a price difference due to performance issues [1][3]. - The original acquisition of 55% equity in Ruisheng was completed for 935 million yuan, but the valuation has been adjusted down to 974 million yuan, resulting in a new transaction price of 536 million yuan [3][4]. - The acquisition will increase Hai Li Biological's stake in Ruisheng from 55% to 96%, enhancing control and operational efficiency [4][6]. Group 2: Financial Implications - The valuation adjustment reflects a significant decrease in Ruisheng's performance, with a revenue of 265 million yuan and a net profit of 139 million yuan projected for 2024, down from previous expectations [7][8]. - The previous acquisition created goodwill of 782 million yuan, which will be reduced due to the price adjustment, impacting Hai Li Biological's financial statements [7][8]. - The adjusted performance commitments for Ruisheng for 2025 and 2026 are set at 50 million yuan and 58 million yuan, respectively, indicating a cautious outlook on future profitability [8]. Group 3: Regulatory and Market Context - The Shanghai Stock Exchange issued a regulatory letter to Hai Li Biological regarding the acquisition, highlighting concerns over the valuation adjustments and potential impacts on financial reporting [9][10]. - Market conditions, including increased competition and price wars, have pressured Ruisheng's pricing strategy, necessitating the price adjustment in the acquisition [8][11]. - Experts suggest that the high premium paid during the acquisition may pose long-term financial risks if Ruisheng's performance does not recover, potentially leading to further goodwill impairment [11].

据悉，11月30日晚间，海利生物发布公告称，11月21日，公司收到美伦管理有限公司（以下简称"美伦 公司"）发出的《关于无法按期退还交易差价、建议以股权进行抵偿的沟通函》，函中明确美伦公司因 资金周转困难，预计无法按期支付交易差价，建议以其持有的陕西瑞盛生物科技有限公司41%股权向公 司履行交易差价退还义务。 北京商报讯（记者 丁宁）12月1日晚间，上交所官网显示，上交所向海利生物（603718）下发关于公司 收购子公司少数股权的监管工作函，涉及对象包括上市公司，董事，高级管理人员及监事。 ...

Core Viewpoint - The animal health sector experienced a decline of 0.48% on December 1, with *ST Lvkang leading the drop, while the overall market indices showed positive performance with the Shanghai Composite Index rising by 0.65% and the Shenzhen Component Index increasing by 1.25% [1][2]. Market Performance - The closing price of *ST Lvkang was 39.35, reflecting a decrease of 3.41% with a trading volume of 30,400 shares and a transaction value of 122 million yuan [2]. - Other notable stocks in the animal health sector included: - Dayu Biological: Closing price 8.26, up 2.10% [1] - Haili Biological: Closing price 6.86, up 1.03% [1] - Qihua Biological: Closing price 15.85, up 0.51% [1] - Repu Biological: Closing price 19.83, down 0.10% [1][2]. Capital Flow - The animal health sector saw a net outflow of 29.57 million yuan from institutional investors, while retail investors contributed a net inflow of 3.27 million yuan [2][3]. - Specific stock capital flows included: - Jinhai Biological: Net inflow from institutional investors of 3.13 million yuan [3]. - Haili Biological: Net inflow from institutional investors of 2.06 million yuan [3]. - Repu Biological: Net inflow from retail investors of 2.81 million yuan [3].

Group 1 - Daqian Ecological announced the resignation of Chairman Zhang Yuan due to personal reasons, affecting his roles in the board and strategic committee [1] - Daqian Ecological, established in October 1988, focuses on urban renewal, rural revitalization, and ecological restoration [1] Group 2 - Haili Biological plans to use up to 500 million yuan of idle funds to invest in financial products issued by banks, brokers, trusts, and fund companies [1] - Haili Biological, founded in July 1981, specializes in in vitro diagnostic reagents and oral tissue repair and regeneration materials [1] Group 3 - Xianglou New Materials' application for a private placement of shares has been accepted by the Shenzhen Stock Exchange [2] - Xianglou New Materials, established in December 2005, is engaged in the research, production, and sales of customized precision stamping new materials [3] Group 4 - Zhuochuang Information has submitted an application for H-share listing to the Hong Kong Stock Exchange [4] - Zhuochuang Information, founded in April 2004, provides market data monitoring, trading price evaluation, industry data analysis, and research [4] Group 5 - Zhongwei Company plans to reduce its shareholding by up to 626,150 shares, representing 1% of the total share capital [5] - Zhongwei Company, established in May 2004, focuses on the research, production, and sales of high-end semiconductor equipment and related products [5] Group 6 - Jiarong Technology intends to raise up to 1 billion yuan through a private placement to acquire 100% of Hangzhou Lanran [6] - Jiarong Technology, founded in February 2005, specializes in membrane separation equipment and high-performance membrane components [6] Group 7 - Dameng Data's director and general manager Pi Yu has had his detention lifted by the local supervisory committee [7] - Dameng Data, established in November 2000, provides various database software, cloud computing, big data products, and related technical services [7] Group 8 - Huayang Co. has launched a 200-ton annual production project for high-performance carbon fiber [8] - Huayang Co., founded in December 1999, is involved in coal production, power generation, and renewable energy technologies [8] Group 9 - Saintno Biological's executives plan to collectively reduce their holdings by up to 37,600 shares, which is 0.024% of the total share capital [9] - Saintno Biological, established in July 2001, focuses on the research, production, and sales of peptide raw materials and formulations [9] Group 10 - *ST Dongyi is in the process of signing a comprehensive technical service agreement worth 635 million yuan [10] - *ST Dongyi, founded in November 1996, provides comprehensive home decoration services [11] Group 11 - Jiangxi Copper is attempting to acquire all shares of London-listed SolGold, with a recent offer of 26 pence per share [12] - Jiangxi Copper, established in January 1997, specializes in copper and gold mining, smelting, and processing [12] Group 12 - China Shenhua's subsidiary has successfully completed a 168-hour trial run of its power generation unit [13] - China Shenhua, founded in November 2004, is involved in coal and electricity production and sales [13] Group 13 - Baile Tianheng's subsidiary has received a milestone payment of 250 million USD from BMS [14] - Baile Tianheng, established in August 2006, focuses on innovative biopharmaceuticals and chemical preparations [14] Group 14 - Yulide's directors plan to reduce their holdings by up to 35,000 shares, representing 0.0313% of the total share capital [15] - Yulide, founded in December 2003, specializes in the research, production, and sales of testing and measuring instruments [15] Group 15 - Aters plans to establish joint ventures with its controlling shareholder to adjust its U.S. market operations [15] - Aters, established in April 2006, focuses on lithium-ion battery separator products and sterile packaging [15] Group 16 - Enjie Co. is planning to acquire 100% of Zhongke Hualian's shares, leading to a stock suspension [16] - Enjie Co., founded in April 2006, specializes in lithium-ion battery separator products and sterile packaging [16] Group 17 - ST Tianrui's controlling shareholder is planning a change in company control, resulting in a stock suspension [16] - ST Tianrui, established in July 2006, focuses on analytical testing instruments and environmental governance [17]