苏州近岸蛋白质科技股份有限公司 2025 年第一次临时股东大会会议资料 证券代码：688137 证券简称：近岸蛋白 苏州近岸蛋白质科技股份有限公司 2025 年第一次临时股东大会 会议资料 2025 年 9 月 苏州近岸蛋白质科技股份有限公司 2025 年第一次临时股东大会会议资料 目 录 | 2025 | 年第一次临时股东大会会议须知 | 1 | | --- | --- | --- | | 2025 | 年第一次临时股东大会会议议程 | 3 | | | 议案一 | 关于使用部分超募资金永久补充流动资金的议案 5 | | | 议案二 关于续聘会计师事务所的议案 | 6 | 苏州近岸蛋白质科技股份有限公司 2025 年第一次临时股东大会会议资料 苏州近岸蛋白质科技股份有限公司 七、主持人可安排公司董事和高级管理人员回答股东所提问题，对于可能将 泄露公司商业秘密及/或内幕信息，损害公司、股东共同利益的提问，主持人或 其指定的有关人员有权拒绝回答。 1 2025 年第一次临时股东大会会议须知 为维护广大投资者的合法权益，保障股东在本次股东大会期间依法行使权利， 根据《公司法》、中国证监会《上市公司股东大会规则》和公 ...

公司于 2024 年 9 月 26 日召开第二届董事会第六次临时会议，并于 2024 年 10 月 15 日召开 2024 年第三次临时股东大会，审议通过了《关于稳定股价措施暨以 集中竞价交易方式回购公司股份方案的议案》，同意公司以自有资金通过上海证券 交易所交易系统以集中竞价交易方式回购公司已发行的部分人民币普通股（A 股） 股票。回购股份将用于依法注销、减少注册资本，回购价格不超过 30.68 元/股（含）， 回购资金总额不低于人民币 1,000 万元（含），不超过人民币 2,000 万元（含）， 回购期限自公司股东大会审议通过本次回购方案之日起 12 个月内。 具 体 内 容 详 见 公 司 于 2024 年 9 月 28 日 在 上 海 证 券 交 易 所 网 站 （www.sse.com.cn）披露的《苏州近岸蛋白质科技股份有限公司关于稳定股价措 施暨以集中竞价方式回购股份方案的公告》（公告编号：2024-041）。 二、回购股份的进展情况 根据《上市公司股份回购规则》《上海证券交易所上市公司自律监管指引第 7 号——回购股份》等相关规定，公司在回购股份期间，应当在每个月的前 3 个交 易日内公告截 ...

Core Viewpoint - Nearshore Protein (688137.SH) has announced that as of August 31, 2025, the company has not yet initiated a stock buyback program, but it plans to implement this buyback based on market conditions in the future [1] Summary by Relevant Categories - Company Actions - The company has not commenced any stock repurchase activities as of the specified date [1] - Future buyback plans will be contingent upon market conditions [1]

Core Viewpoint - The company reported a revenue of 72.09 million yuan for the first half of 2025, marking a year-on-year increase of 20.85%, driven by growth in cytokine product sales and expansion into overseas markets. However, it also experienced a net loss of 24.22 million yuan, which is a 172% increase in losses compared to the previous year, primarily due to high R&D expenditures and a reduction in government subsidies [1][1][1] Financial Performance - Revenue for the first half of 2025 reached 72.09 million yuan, reflecting a 20.85% year-on-year growth [1] - Net profit loss amounted to 24.22 million yuan, which is a 172% increase in losses compared to the same period last year [1] - R&D expenses were 26.10 million yuan, accounting for 36.21% of total revenue [1] - Operating cash flow was negative at -14.08 million yuan, influenced by reduced sales collections and a decrease in subsidies [1] Project Updates - The completion of the fundraising projects "Core Raw Materials for Diagnosis and Innovative Diagnostic Reagents Industrialization Project" and "R&D Center Construction Project" has been postponed from September 2025 to September 2026 [1] - The location for the R&D center has been changed from Jinshan, Shanghai to Pudong New District, and the implementing entity has shifted from the subsidiary Chuangji Medical to Nearshore Technology [1] - The company stated that the postponement does not alter the investment content or total amount, and the adjustments were made based on a principle of prudence [1] Share Buyback Plan - The company approved a share buyback plan in October 2024, allowing for the repurchase of shares worth between 10 million to 20 million yuan using its own funds [1] - As of July 31, 2025, the company has not yet initiated the stock buyback [1]

Core Viewpoint - The recent financial report of Nearshore Protein (688137) indicates a significant increase in revenue but a substantial decline in net profit, highlighting challenges in profitability despite revenue growth [1] Financial Performance - Total revenue for the first half of 2025 reached 72.09 million yuan, a year-on-year increase of 20.85% compared to 59.65 million yuan in 2024 [1] - The net profit attributable to shareholders was -24.22 million yuan, representing a 172.0% decline from -8.91 million yuan in the previous year [1] - The gross profit margin improved to 64.47%, up 1.82% from 63.32% in 2024, while the net profit margin fell to -33.60%, a decrease of 125.07% [1] Cost and Expenses - Total selling, administrative, and financial expenses amounted to 32.55 million yuan, accounting for 45.15% of revenue, which is a 14.64% decrease year-on-year [1] - The company reported a significant drop in operating cash flow per share to -0.20 yuan, down 160.45% from 0.33 yuan in the previous year [1] Asset and Liability Management - Cash and cash equivalents decreased by 31.58% to 774 million yuan from 1.131 billion yuan [1] - Accounts receivable increased by 13.96% to 66.55 million yuan, indicating potential liquidity concerns [1] - Interest-bearing debt decreased by 32.24% to 11.99 million yuan, reflecting improved debt management [1] Investment and Market Sentiment - The company has a historical median ROIC of 6.33%, indicating average investment returns, with a notably poor performance in 2018 [3] - The company has faced three years of losses since its listing, suggesting a fragile business model [3] - The largest fund holding Nearshore Protein is Huashang Flexible Allocation Mixed A, with a recent net asset value increase of 2.3% [4]

Group 1 - The company, Nearshore Protein, announced the reappointment of Rongcheng Accounting Firm as its auditing institution for the fiscal year 2025 [2]

Core Points - The Supervisory Board of Suzhou Nearshore Protein Technology Co., Ltd. held its ninth meeting of the second session on August 27, 2025, where all resolutions were passed unanimously by the three attending supervisors [1][2][3][4] Group 1: Meeting Overview - The meeting was convened and chaired by Mr. Li Debin, and all procedures complied with relevant laws and regulations [1] - The meeting reviewed and approved the 2025 semi-annual report, confirming that it accurately reflects the company's financial status and operational results [1][2] Group 2: Financial Reports - The Supervisory Board approved the semi-annual fundraising storage and usage report, confirming compliance with relevant regulations and that funds were used appropriately without harming shareholder interests [2][3] - The board also approved the asset impairment provision report, stating that the provision aligns with accounting standards and accurately reflects the company's financial condition [3] Group 3: Fund Utilization - The board reviewed the proposal to use part of the excess raised funds, amounting to 72 million RMB, to permanently supplement working capital, which is expected to enhance operational efficiency and profitability [4] - This proposal was also unanimously approved and will be submitted for consideration at the company's first extraordinary general meeting of 2025 [4]

Group 1 - The company, Suzhou Novoprotein Technology Co., Ltd., is holding a shareholder meeting on September 12, 2025, at 15:00 [1][3][4] - The voting method for the shareholder meeting will combine on-site and online voting [1][3] - The online voting system will be the Shanghai Stock Exchange's shareholder meeting online voting system, available from 9:15 to 15:00 on the day of the meeting [1][3] Group 2 - The meeting will review non-cumulative voting proposals that were approved in the board and supervisory meetings held on August 27, 2025 [3] - There are no related shareholders that need to abstain from voting [3] - Shareholders must complete voting on all proposals before submission [3][5] Group 3 - Shareholders or their agents must register for the meeting by providing necessary documents, including identification and shareholder account information [5] - Registration will take place on September 11, 2025, from 8:30 to 17:00 [5] - The meeting will be held at Donghengsheng International Hotel, Suzhou [1][3]

Core Points - The company has prepared a special report on the use of raised funds for the first half of 2025, ensuring compliance with relevant regulations and confirming the accuracy of the report [1][2][5] Fundraising Overview - The company raised a total of RMB 1,754.386 million by issuing 17.54 million shares at a price of RMB 106.19 per share, with the total expected fundraising amount being RMB 1,754.386 million [1] - As of June 30, 2025, the cumulative investment of raised funds amounted to RMB 429.0863 million, with interest income received totaling RMB 91.1389 million and bank fees paid of RMB 0.0066 million, leaving a balance of RMB 1,404.2419 million [1][2] Fund Management - The company has established a fundraising management method to regulate the storage, approval, use, management, and supervision of raised funds, ensuring investor protection [2] - A tripartite supervision agreement has been signed with various banks to manage the special account for raised funds, with a balance of RMB 659.9814 million as of June 30, 2025 [2][3] Actual Use of Funds - As of June 30, 2025, the company has not used idle raised funds to temporarily supplement working capital [3] - The company has approved the use of idle raised funds for cash management, allowing for investments in safe and liquid products up to RMB 1 billion, with a total of RMB 744.2187 million in large transferable certificates of deposit as of June 30, 2025 [3][5] Other Fund Usage - The company has initiated a share repurchase plan using part of the raised funds, with a total repurchase amount between RMB 10 million and RMB 20 million, and has repurchased 404,337 shares for a total of RMB 11.9598 million as of June 30, 2025 [5][6] - There have been no changes in the direction of the raised funds or issues in the use and disclosure of the funds as of June 30, 2025 [5][6]

Core Viewpoint - The company is committed to enhancing operational quality and investor returns through its "Quality Improvement and Efficiency Enhancement Action Plan" for 2025, focusing on core competencies in recombinant protein technology and applications [1][2]. Group 1: Business Performance - The company achieved a revenue of 72.09 million yuan in the first half of 2025, representing a year-on-year increase of 20.85%, driven by improved management, product quality, and expansion into overseas markets [2]. - The recombinant protein business saw a significant growth of 43.66% year-on-year, while the overall customer base increased by 4.2% [2][6]. - The net profit attributable to shareholders was -24.22 million yuan, primarily due to high R&D and marketing investments aimed at high-quality development and reduced government subsidies [2][6]. Group 2: R&D and Innovation - The company emphasizes self-innovation, with 23 core technologies forming 7 comprehensive technology platforms, enhancing its capabilities in product development, production, and quality control [6][7]. - The company is actively developing solutions for various drug types, including RNA vaccines and antibody drugs, and is focusing on areas like organoids and three-dimensional genomics in life sciences [7][8]. Group 3: Investor Relations and Governance - The company has repurchased 404,337 shares for a total of approximately 11.96 million yuan to enhance investor confidence and maintain long-term investment value [8][9]. - The company adheres to strict information disclosure practices, ensuring transparency and communication with investors through multiple channels [9][10]. - The governance structure is continuously optimized to ensure compliance with legal regulations and to protect shareholder rights [10][11]. Group 4: Market Expansion - The company is expanding its overseas market presence by building localized teams and participating in international exhibitions related to antibody drugs and gene therapies [4][5]. - The number of overseas customers increased significantly, reflecting the company's successful market penetration strategies [5]. Group 5: Operational Efficiency - The company is implementing cost-reduction measures and enhancing production efficiency through supply chain integration and local sourcing of raw materials [3][6]. - Quality management systems such as GMP and ISO standards are strictly followed to ensure product safety and effectiveness [3][6]. Group 6: Future Outlook - The company plans to continue evaluating the execution of its action plan while focusing on core business areas and exploring new profit growth points [11]. - The commitment to sustainable long-term returns for investors remains a priority, alongside maintaining operational excellence [11].