迈威（上海）生物科技股份有限公司 2024 年年度股东大会会议资料 2025 年 4 月 | 2024 年年度股东大会会议须知 2 | | --- | | 2024 年年度股东大会会议议程 4 | | 2024 年年度股东大会会议议案 6 | | 议案一、关于公司《2024 年年度报告》及摘要的议案 6 | | 议案二、关于公司《2025 年度财务预算报告》的议案 7 | | 附件一：2025 年度财务预算报告 8 | | 议案三、关于公司《2024 年度财务决算报告》的议案 9 | | 附件二：2024 年度财务决算报告 10 | | 议案四、关于公司 2024 年度利润分配方案的议案 13 | | 议案五、关于续聘公司 2025 年度审计机构的议案 14 | | 附件三：拟聘会计师事务所的基本情况 15 | | 议案六、关于公司《2024 年度董事会工作报告》的议案 17 | | 附件四：2024 年度董事会工作报告 18 | | 议案七、关于公司《2024 年度监事会工作报告》的议案 25 | | 附件五：2024 年度监事会工作报告 26 | | 议案八、关于公司 2025 年度董事、监事薪酬方案的议 ...

Core Viewpoint - The company, Maiwei Biotech, is facing severe financial challenges, including significant losses and cash flow issues, prompting multiple rounds of financing to sustain operations [1][2][4][5]. Financial Performance - Maiwei Biotech reported a revenue of 200 million yuan in 2024, a year-on-year increase of 56.28%, but still incurred a net loss of 1.044 billion yuan, with losses slightly narrowing by 0.9% compared to the previous year [1]. - Cumulative losses over three years reached 3.052 billion yuan, with daily cash burn averaging nearly 2.8 million yuan [2]. - The company's operating cash flow has been negative for three consecutive years, totaling a cash outflow of 2.458 billion yuan [4]. Financing Activities - The company has initiated a series of financing efforts, including a recent plan to issue up to 500 million yuan in targeted debt financing tools [1][5]. - The credit and financing limits have been increased from 2.3 billion yuan to 6.2 billion yuan over the past year [5]. Research and Development - Maiwei Biotech has invested heavily in R&D, with cumulative expenses reaching 2.378 billion yuan from 2022 to 2024, which is 6.7 times the total revenue during the same period [2]. - The company has three commercialized products but has struggled to generate significant sales, with total drug sales in 2023 amounting to only 42.09 million yuan, far below expectations [3]. Market Position and Challenges - The company aimed to replicate the success of peers like Heng Rui Medicine but has faced challenges in product sales and market penetration [3]. - The asset-liability ratio has surged from 24% at the time of listing to 63.61%, indicating increasing financial risk [4]. Management and Operational Issues - The company has experienced significant turnover in its management team, with key personnel leaving, which may impact its operational capabilities [8]. - The R&D team has been reduced by 30% from 568 members in 2022 to 403 in 2024, raising concerns about the company's innovation potential [8]. Future Outlook - Despite attempts to secure funding through various channels, the company must address low R&D efficiency and a scattered strategic focus to avoid a cycle of financing and losses [9].

Core Viewpoint - Maiwei Biotech (688062) reported a net loss exceeding 1 billion yuan for 2024, with an increasing debt-to-asset ratio surpassing 60%, prompting the company to seek financing to improve its financial position [1][4]. Financial Performance - In 2024, Maiwei Biotech achieved an operating revenue of approximately 200 million yuan, representing a year-on-year growth of 56.28% [1][2]. - The net profit attributable to shareholders was -1.044 billion yuan, slightly improved from -1.053 billion yuan in the previous year [2][3]. - Total assets decreased by 4.03% to approximately 4.276 billion yuan compared to 2023 [2]. Product and R&D Pipeline - Despite having three products on the market, the company has not yet achieved profitability and has accumulated losses [3]. - Maiwei Biotech has 16 products in various stages of development, including 12 innovative drugs and 4 biosimilars, focusing on oncology and age-related diseases [3]. - The company emphasizes the combination use of ADC, IO, and TCE as a significant development direction and plans to explore combination therapies with external products [3]. Financing and Debt Management - The company's reliance on external financing has led to a rising debt-to-asset ratio, which increased from 24% in 2022 to 63.61% in 2024 [4]. - To optimize its debt structure and reduce financial costs, Maiwei Biotech plans to issue targeted debt financing tools not exceeding 500 million yuan [4]. - The company is also planning to list in Hong Kong to meet its funding needs and enhance its international presence [4].

Group 1 - Galaxy Fund recently conducted research on 10 listed companies, including Baile Tianheng, Maiwei Bio, and Zhonghang Heavy Machinery [1][2][3] - Baile Tianheng achieved revenue of 582.27 million yuan in 2024, a year-on-year increase of 936.31%, and net profit of 370.75 million yuan, turning a profit [1] - Maiwei Bio made progress in ADC and TCE platforms, collaborating with Insilico Medicine to enhance ADC development efficiency using AI technology [2] - Zhonghang Heavy Machinery's 2025 revenue target is 11.5 billion yuan, with a profit target of 1.3 billion yuan, and expects stable demand in Q1 2024 [3] Group 2 - Olin Bio is advancing its recombinant pneumococcal vaccine phase III clinical trial, with over 5,600 cases enrolled [3] - Haizheng Pharmaceutical anticipates growth in raw materials, formulations, and e-commerce by 2025, with a focus on reducing costs and enhancing product competitiveness [4] - Semir Apparel reported total revenue of 14.63 billion yuan in 2024, a 7.06% increase, with children's apparel accounting for 70.21% of revenue [5] Group 3 - Huayang Group's automotive electronics business is optimizing customer structure, with an increase in major clients and new projects [6] - Huafeng Chemical's gross margin declined due to lower margins in basic chemical products, but it is optimistic about future demand for spandex [7] - Ruifeng New Materials is addressing increased accounts receivable due to new and existing customer sales, while planning to enhance its global market share through innovation [8] Group 4 - Weixing Co. achieved significant growth in its button and zipper business, with zipper revenue increasing by 16% and button revenue by 22% in 2024 [9] - The company aims for a revenue target of 5 billion yuan in 2025, focusing on becoming a global and innovative fashion accessory leader [9] - The company is also expanding its production capacity and enhancing its competitive advantages through product diversity and innovation [9]

Core Viewpoint - The company, Maiwei Biotech, is facing significant financial challenges, having accumulated losses exceeding 30 billion yuan since its IPO in 2022, and is now seeking to raise funds through various financing methods to maintain operations and manage its debt levels [1][2][3]. Financing and Debt Management - Maiwei Biotech plans to apply for the issuance of targeted debt financing tools not exceeding 5 billion yuan to optimize its debt structure and reduce financial costs [1]. - The company has increased its credit and financing limits from an initial 2.3 billion yuan to 6.2 billion yuan in 2024 [1][3]. - As of the end of 2024, the company's debt-to-asset ratio has surged to 63.61%, with net cash flow from operating activities reported at -9.56 billion yuan [3]. Financial Performance - The company reported net losses of 9.55 billion yuan, 10.53 billion yuan, and 10.44 billion yuan for the years 2022 to 2024, totaling over 30 billion yuan in losses [2][3]. - Cumulative R&D expenses from 2022 to 2024 approached 24 billion yuan, indicating a heavy investment in new drug development [2]. Product Pipeline and R&D Challenges - Maiwei Biotech has 16 core products in various stages of development, with only 3 approved for market release [1][2]. - The company has faced personnel turnover, including the departure of key figures such as Zhang Jinchao, who was instrumental in the development of antibody drugs [4][5]. Corporate Structure and Strategy - The company has expanded its operations through multiple acquisitions, spending 366 million yuan to acquire five companies since 2018, which has led to a complex corporate structure with 18 subsidiaries [6][7]. - Despite the extensive network of subsidiaries, only three are currently profitable, raising concerns about the sustainability of the business model [7]. Industry Context - The biotech industry is characterized by high R&D costs and long development timelines, with an average cost exceeding 1 billion USD and a development period of over 10 years for new drugs [3]. - Analysts suggest that the company's early investment in production capabilities may be premature given its current stage of development, leading to questions about its strategic direction [8].

迈威生物表示，公司营运资金主要依赖于外部融资，若经营发展所需开支超过可获得的外部融资，将造 成公司经营活动现金流紧张，进而对公司的产品研发投入、人才引进、团队稳定等方面造成不利的影 响。 3月30日，迈威生物发布2024年年度报告，公司实现营业收入2亿元，同比增长56.28%；归属于上市公 司股东的净利润为-10.44亿元。自2022年在科创板上市以来，迈威生物已累计亏损超30亿元。持续亏 损、资产负债率不断攀升的迈威生物，同日还宣布，拟向中国银行间市场交易商协会申请注册发行规模 不超过5亿元的定向债务融资工具。 三年累计亏损超30亿元 2024年，迈威生物营业收入大增主要得益于药品销售收入的显著增长，其中，地舒单抗的上市对收入增 长贡献突出。迈威生物2024年实现药品销售收入1.45亿元，同比增长243.53%，其中，地舒单抗药品销 售收入为1.40亿元，同比增长230.17%。 2024年迈威生物亏损10.44亿元，同比减亏0.90%，尽管亏损有所缩窄，但亏损减少幅度远不及营收增 幅。对于亏损，迈威生物表示，主要系随着公司投入大量资金用于新药研发管线持续推进，多个创新药 物处于关键试验研究阶段，整体研发投 ...

据查阅，迈威生物是一家全产业链布局的创新型生物制药公司，专注于肿瘤和年龄相关疾病，涉及肿 瘤、自身免疫、骨疾病、眼科、血液、感染等治疗领域。公司于2022年1月在上海证券交易所科创板上 市，募集资金净额为33.03亿元。 薪酬方面，2024年，迈威生物副总经理HAIWU（武海）薪酬368.67万元，位列董监高首位，另有5名在 任董监高薪酬超200万元，分别为首席科学家、迈威（美国）总裁杜欣薪酬280.5万元，副总经理、财务 负责人华俊薪酬277.71万元，董事长、总经理刘大涛薪酬270.5万元，副总经理、董事会秘书胡会国薪酬 为219.38万元，副总经理陈曦薪酬为210.19万元。 | | | | | | | | | | | 报告期内 | alle Level The | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 姓名 | 明多 | 性别 | 年齡 | 任期起始 日期 | 任期终止 目期 | 年初持胶数 | 年末特股数 | 年度内股份 增减变动量 | 增减变动 图图 | 从公司装 得的税前 报酬总额 ...

Core Viewpoint - The company plans to expand its business scope to include medical research, drug production, and related activities, requiring amendments to its articles of association and subsequent registration with the industrial and commercial authorities [1][2]. Summary by Relevant Sections Business Scope Changes - The company intends to add medical research and experimental development, drug production, and other related activities to its existing business scope [1]. - The revised business scope includes general projects such as technical services, technology development, medical research, gene diagnosis and treatment technology development, and various medical device rentals [1][2]. Articles of Association Amendments - The amendments to the articles of association will reflect the new business scope and will require approval from the company's shareholders [1]. - Other contents of the articles of association will remain unchanged, and the final approved content will be based on the registration authority's confirmation [2]. Shareholder Meeting - The board of directors will seek authorization from the shareholder meeting to allow management and authorized representatives to handle the necessary registration and filing related to the business scope changes [2].

Meeting Overview - The second session of the Supervisory Board of Maiwei (Shanghai) Biotechnology Co., Ltd. was held on March 30, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1]. Resolutions Passed - The Supervisory Board approved the 2024 Annual Report and its summary, affirming that the report accurately reflects the company's financial status and operational results without any misleading statements or omissions [2]. - The 2025 Financial Budget Report was also approved, pending review at the 2024 Annual General Meeting [2]. - The 2024 Financial Settlement Report received approval, also subject to the upcoming shareholder meeting [2]. - A special report on the storage and actual use of funds raised in 2024 was approved, confirming compliance with relevant regulations and proper use of funds [2][3]. - The 2024 Internal Control Evaluation Report was approved, indicating effective internal control execution without significant defects [3]. - The profit distribution plan for 2024 was approved, pending shareholder review [4]. - The reappointment of Ernst & Young Hua Ming as the auditing firm for 2025 was approved, ensuring compliance with legal and regulatory requirements [4]. - The 2025 Employee Compensation Plan was approved, aimed at enhancing management levels and motivating employees [5]. - The proposal for the company and its subsidiaries to apply for credit limits from financial institutions was approved, aligning with business needs [5][6]. - The proposal for the use of surplus funds from completed fundraising projects to supplement working capital was approved, enhancing fund utilization efficiency [6][7].

Group 1 - The company, Mabwell (Shanghai) Biotechnology Co., Ltd., is convening its 2024 Annual General Meeting on April 21, 2025, at 15:00 in Shanghai [1][3] - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's network voting system [1][4] - The registration date for shareholders to attend the meeting is April 14, 2025, and shareholders must complete registration by April 15, 2025, at 17:00 [5][6] Group 2 - The agenda includes several non-cumulative voting proposals, such as the application for credit limits from financial institutions and the approval of the 2024 annual report [2][9] - The meeting will also hear reports from independent directors regarding their performance for the year 2024 [2][3] - Shareholders can delegate their voting rights to representatives, who do not need to be shareholders themselves [5][8]