Market Overview - On September 25, the animal health sector declined by 1.62% compared to the previous trading day, with the leading stock, Driveline, experiencing a drop of 4.04% [1] - The Shanghai Composite Index closed at 3853.3, down 0.01%, while the Shenzhen Component Index closed at 13445.9, up 0.67% [1] Stock Performance - The following stocks in the animal health sector showed notable declines: - Driveline (Code: 838275) closed at 9.50, down 4.04% with a trading volume of 19,300 lots [1] - Shunlian Bio (Code: 688098) closed at 10.43, down 3.43% with a trading volume of 76,300 lots [1] - Yongshun Bio (Code: 839729) closed at 9.74, down 2.89% with a trading volume of 20,800 lots [1] - Other notable declines include *ST Green Health (Code: 002868) down 2.39% and Shoufeng Holdings (Code: 002141) down 2.33% [1] Capital Flow - The animal health sector saw a net outflow of 113 million yuan from institutional investors, while retail investors experienced a net inflow of 61.16 million yuan [1] - The following stocks had significant capital flow: - Zhongmu Co. (Code: 600195) had a net inflow of 986,800 yuan from institutional investors [2] - Pulaike (Code: 603566) saw a net inflow of 764,200 yuan from retail investors [2] - *ST Green Health (Code: 002868) experienced a net outflow of 6.71 million yuan from institutional investors [2]

上海海利生物技术股份有限公司 2025 年第一次临时股东大会 会议资料 2025 年第一次临时股东大会议程 一、现场会议召开时间 2025 年 10 月 9 日（星期四）13:30 二、网络投票时间 1、互联网投票平台投票时间：2025 年 10 月 9 日的 9:15－15:00 2、交易系统投票平台投票时间：2025 年 10 月 9 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 室会议室 四、会议主持 董事长张海明先生 上海海利生物技术股份有限公司 五、会议议程 （一）主持人宣布 2025 年第一次临时股东大会开始，报告出席会议的股东人 数及代表股份总数 非累积投票议案： （二）介绍出席会议的董事、监事、高级管理人员、见证律师等人员情况 （三）推举两名监票人、一名计票人，并宣读议案审议和表决办法 （四）宣读和审议会议议案 1、关于取消监事会、变更注册地址和经营范围并修订《公司章程》的议 案 2、关于修订公司部分治理制度的议案 2.01、关于修订《股东会议事规则》的议案 2.02、关于修订《董事会议事 ...

Core Points - The animal health sector experienced a decline of 0.36% on September 22, with Jinhe Biology leading the drop [1] - The Shanghai Composite Index closed at 3828.58, up 0.22%, while the Shenzhen Component Index closed at 13157.97, up 0.67% [1] Stock Performance Summary - The following stocks in the animal health sector showed notable performance: - Shoufeng Holdings (002141) closed at 3.94, up 3.14% with a trading volume of 307,400 shares and a turnover of 118 million yuan [1] - ST Lvkang (002868) closed at 28.23, up 2.43% with a trading volume of 24,900 shares and a turnover of 69.04 million yuan [1] - Shengbiotech (600201) closed at 9.11, up 1.22% with a trading volume of 396,800 shares and a turnover of 364 million yuan [1] - Jinhe Biology (002688) closed at 6.74, down 2.18% with a trading volume of 234,800 shares and a turnover of 158 million yuan [2] - Other stocks such as Haili Biology (603718) and Zhongmu Co. (600195) also experienced declines of 1.43% and 1.39% respectively [1][2] Capital Flow Analysis - On that day, the animal health sector saw a net outflow of 53.34 million yuan from institutional investors, while retail investors contributed a net inflow of 67.06 million yuan [2]

Market Overview - On September 19, the animal health sector declined by 0.26% compared to the previous trading day, with the driving force leading the decline [1] - The Shanghai Composite Index closed at 3820.09, down 0.3%, while the Shenzhen Component Index closed at 13070.86, down 0.04% [1] Stock Performance - Notable stock movements included: - *ST Lvkang (002868): Closed at 27.56, up 4.99% with a trading volume of 38,500 shares and a turnover of 105 million yuan [1] - Kexin Biological (688526): Closed at 18.08, up 0.39% with a trading volume of 22,700 shares and a turnover of 40.94 million yuan [1] - Driving Force (838275): Closed at 10.50, down 4.11% with a trading volume of 21,200 shares and a turnover of 22.63 million yuan [2] Capital Flow - The animal health sector experienced a net outflow of 91.4 million yuan from institutional investors, while retail investors saw a net inflow of 70.15 million yuan [2] - The capital flow for individual stocks showed: - RuiPu Biological (300119): Net inflow of 16.56 million yuan from institutional investors, but a net outflow of 21.57 million yuan from retail investors [3] - *ST Lvkang (002868): Net inflow of 6.13 million yuan from institutional investors, with a net outflow of 4.21 million yuan from retail investors [3]

Market Overview - On September 18, the animal health sector declined by 0.77% compared to the previous trading day, with Huisheng Biological leading the decline [1] - The Shanghai Composite Index closed at 3831.66, down 1.15%, while the Shenzhen Component Index closed at 13075.66, down 1.06% [1] Stock Performance - The following stocks in the animal health sector showed notable performance: - *ST Lvkang (002868): Closed at 26.25, up 5.00% with a trading volume of 3433 lots [1] - Shengbi Biological (600201): Closed at 66.8, down 2.39% with a trading volume of 55.74 million [1] - Ruipu Biological (300119): Closed at 22.06, unchanged with a trading volume of 111.3 million [1] - Other stocks such as Jinhai Biological (002688) and Shunlian Biological (688098) also experienced declines of 1.98% and 2.02% respectively [1][2] Capital Flow - The animal health sector experienced a net outflow of 126 million yuan from institutional investors, while retail investors saw a net inflow of 92.38 million yuan [2] - The following stocks had significant capital flow: - Ruipu Biological: Net inflow of 12.35 million yuan from institutional investors [3] - *ST Lvkang: Net outflow of 3.83 million yuan from institutional investors [3] - Jinhai Biological: Net outflow of 25.51 million yuan from institutional investors [3]

Core Viewpoint - Haili Biological has adjusted the acquisition price of 55% equity in Ruisheng Biological from 935 million yuan to 536 million yuan due to industry policy changes and intensified market competition, aiming to mitigate goodwill impairment risks [2][5][6]. Company Summary - Haili Biological completed the acquisition of Ruisheng Biological in October 2024, marking a significant business transformation into the oral repair materials sector [2]. - The acquisition price was initially set at 935 million yuan, but was later reduced to 536 million yuan, with a difference of approximately 399 million yuan to be refunded by Meilun Management [5][6]. - The adjustment reflects a decrease in Ruisheng Biological's valuation from 1.711 billion yuan to 974 million yuan, resulting in a significant reduction in goodwill [5][6]. - Haili Biological still holds 55% of Ruisheng Biological after the price adjustment, which is expected to positively impact cash flow [2][6]. Industry Summary - Ruisheng Biological specializes in human tissue repair and regenerative medical products, including oral bone graft materials and absorbable membranes [3]. - The market has seen an influx of new competitors, leading to price wars that have negatively impacted Ruisheng Biological's product pricing, with a nearly 30% decrease in prices compared to Q1 2024 and a further 40% drop in Q2 2025 [4][9]. - The tightening of tax incentives has also adversely affected Ruisheng Biological's revenue and profit margins, as the company shifted from a simplified tax rate of 3% to a general tax rate of 13% [5]. - Despite the challenges, Haili Biological anticipates long-term growth in the oral repair materials market driven by aging populations and increasing demand for dental implants [9][10].

Core Viewpoint - The company, Haili Biological, is facing challenges after a high-premium acquisition of 55% of Shaanxi Ruisheng Biological Technology Co., Ltd. for 935 million yuan, which has not met expectations due to intensified market competition and declining product prices [1][2][3]. Group 1: Acquisition Details - Haili Biological announced a price adjustment for the acquisition of Ruisheng Biological, reducing the purchase price to approximately 536 million yuan, with the seller returning about 399 million yuan [1][3]. - The initial valuation of Ruisheng Biological was 1.94 billion yuan, with a significant premium of 321.11% at the time of acquisition [2]. - The acquisition was intended to facilitate Haili's transition into the oral tissue repair and regeneration materials sector [2][3]. Group 2: Market Conditions - Since the acquisition, the market has seen the approval of around 20 similar products, leading to aggressive price competition that has forced Ruisheng Biological to lower its prices significantly [3]. - In the second quarter of 2025, Ruisheng's product prices dropped by 40%, impacting profitability despite a slight increase in market share [3][6]. - Changes in tax policies have also negatively affected Ruisheng's financial performance, shifting from a simplified tax rate of 3% to a general tax rate of 13% [3]. Group 3: Financial Performance - Haili Biological's overall profitability has been weak, with net profits fluctuating below 100 million yuan since its IPO in 2015 [1][4][5]. - In 2024, Haili reported a net profit of 171 million yuan, a year-on-year increase of 172.28%, but the adjusted net profit was only 11 million yuan, reflecting a 10.49% decline [5]. - For the first half of 2025, Ruisheng Biological's revenue and net profit were significantly lower than half of its 2024 figures, indicating ongoing financial pressure [6].

Group 1 - Jingchen Co., Ltd. plans to acquire 100% equity of Chipmy Microelectronics for a total consideration of 316 million RMB, which will make Chipmy a wholly-owned subsidiary [1] - Kingdee International announced the acquisition of approximately 63% equity of Yunzhijia Network for 68 million RMB, aiming to enhance AI capabilities in enterprise management [2] - Purun Co., Ltd. intends to acquire SHM Holdings through cash payments to various investment funds, details of the transaction are not disclosed [3] Group 2 - Jiayun Technology's wholly-owned subsidiary is acquiring the remaining 40% equity of Beijing Wanhe for 1.14 million RMB [4] - Galaxy Magnetics is planning to issue shares and pay cash to acquire 100% equity of Sichuan Kyoto Longtai Technology, while raising supporting funds [5] - Gansu Lanke High-tech Equipment Co., Ltd. intends to acquire 100% equity of Shanghai Lanya Petrochemical Equipment Testing and 51% equity of China Air Separation Engineering [6] Group 3 - Tianrun Industrial is acquiring 100% equity of Shandong Altai Automotive Parts for 135 million RMB, with the first delivery already completed [7] - ST Quan is in the preliminary planning stage to sell 100% equity of Anhui Quanwei, with a framework agreement signed [8] - Longyang Electronics completed the acquisition of 70% equity of Suzhou Deyou New Materials for cash, constituting a major asset restructuring [9] Group 4 - United Precision Manufacturing plans to acquire 51% equity of Chengdu Mite Aviation Manufacturing for cash, with an intention agreement signed [10] - Shanghai Haili Bio-Technology adjusted the acquisition price of 55% equity of Shaanxi Ruisheng Bio-Technology due to intensified industry competition and tightened tax incentives [11] - Nanjing Shangluo Electronics' wholly-owned subsidiary intends to acquire a total of 88.79% equity of Guangzhou Ligong Technology for 70 million RMB [12] Group 5 - Sanan Optoelectronics received a regulatory letter regarding the acquisition of equity in a globally renowned LED company, focusing on the company's situation and transaction pricing [13] - Longjian Co., Ltd. plans to acquire 100% equity of Guangdong Zhimiao Construction Engineering for 40,000 RMB to expand into new regional markets [14]

Market Overview - On September 16, the animal health sector declined by 0.41%, with *ST Lvkang leading the drop [1] - The Shanghai Composite Index closed at 3861.87, up 0.04%, while the Shenzhen Component Index closed at 13063.97, up 0.45% [1] Stock Performance - Key stocks in the animal health sector showed mixed performance, with the following notable movements: - Xianfeng Holdings (002141) increased by 2.27% to close at 4.06 [1] - Haili Biological (603718) rose by 1.27% to 7.17 [1] - *ST Lvkang (002868) fell by 4.34% to 23.81, leading the decline [2] - The trading volume and turnover for selected stocks were significant, with Xianfeng Holdings achieving a turnover of 1.02 billion [1] Capital Flow Analysis - The animal health sector experienced a net outflow of 15.97 million from institutional investors, while retail investors saw a net inflow of 11.29 million [2][3] - Notable capital flows included: - Biological Shares (600201) had a net inflow of 12.28 million from institutional investors [3] - *ST Lvkang (002868) saw a net outflow of 2.89 million from institutional investors [3] - Retail investors contributed positively to several stocks, including a net inflow of 12.59 million into Shenyuan Biological (688098) [3]

Core Viewpoint - The acquisition of 55% stake in Shaanxi Ruisheng Biological Technology Co., Ltd. by Haili Biological has faced significant challenges, leading to a price adjustment from 9.35 billion to 5.36 billion yuan due to declining revenue and net profit caused by market competition and tightened tax policies [1][2][3] Group 1: Acquisition Details - Haili Biological announced a supplementary agreement to adjust the acquisition price of Ruisheng Biological's 55% stake from 9.35 billion yuan to 5.36 billion yuan, requiring the seller, Meilun Company, to return a price difference of 3.99 billion yuan [1][2] - The overall valuation of Ruisheng Biological was adjusted from 17 billion yuan to 9.74 billion yuan based on an asset assessment report as of June 30 [2] - The profit commitments for 2025 and 2026 were revised to 50 million yuan and 58 million yuan, respectively [1] Group 2: Performance Challenges - Ruisheng Biological's revenue and net profit have declined due to two main factors: increased competition in the market and the tightening of previously applicable tax incentives, which has led to a shift to a general taxation method with a 13% VAT rate [2][3] - The average price of Ruisheng Biological's oral product line dropped by 40% in Q2, despite a slight increase in market share of 6% to 7% [2] - The company has faced challenges in maintaining profitability due to significant price declines that cannot be offset by market share gains [2] Group 3: Strategic Shift - Haili Biological's acquisition of Ruisheng Biological is seen as a strategic move to enter the human health sector, transitioning from the animal health industry [1][3] - Ruisheng Biological specializes in regenerative medicine products, including oral bone repair materials and absorbable biological membranes [3][4] - The company has had recent success with the acceptance of registration applications for new medical devices aimed at jawbone defect repair [4]