民生证券股份有限公司 关于苏州近岸蛋白质科技股份有限公司 2025 年半年度持续督导跟踪报告 民生证券股份有限公司（以下简称"民生证券"或"保荐机构"）作为苏州 近岸蛋白质科技股份有限公司（以下简称"近岸蛋白"或"公司"）首次公开发 行股票并在科创板上市的保荐机构，根据《证券发行上市保荐业务管理办法》《上 海证券交易所科创板股票上市规则》以及《科创板上市公司持续监管办法（试行）》 等有关法律法规和规范性文件的要求，负责近岸蛋白上市后的持续督导工作，并 出具本持续督导跟踪报告。 | 序号 | 工作内容 | 持续督导情况 | | --- | --- | --- | | | 建立健全并有效执行持续督导工作制 | 本持续督导期间，保荐机构已建立健全 | | 1 | 度，并针对具体的持续督导工作制定相 | 并有效执行了持续督导制度，并制定了 | | | 应的工作计划 | 相应的工作计划 | | | 根据中国证监会相关规定，在持续督导 | 本持续督导期间，保荐机构已与近岸蛋 | | | 工作开始前，与上市公司或相关当事人 | | | 2 | 签署持续督导协议，明确双方在持续督 | 白签订承销及保荐协议，该协议明确了 | ...

Core Viewpoint - The company is convening its first extraordinary general meeting of shareholders in 2025 to discuss key proposals, including the use of excess raised funds to supplement working capital and the reappointment of an accounting firm for financial auditing [6][8]. Group 1: Meeting Procedures - The meeting will follow a structured agenda, allowing shareholders to exercise their rights, including speaking, questioning, and voting [2][3]. - Shareholders must register and present necessary identification documents to participate in the meeting [1][2]. - Voting will be conducted through both on-site and online methods, with specific time frames for each [4][6]. Group 2: Proposals - Proposal 1 involves using CNY 72 million (approximately USD 10.1 million) of excess raised funds to permanently supplement working capital, which represents 29.73% of the total excess funds raised of CNY 242.2 million (approximately USD 34.1 million) [6][8]. - Proposal 2 seeks to reappoint Rongcheng Accounting Firm for the 2025 financial audit, with an audit fee of CNY 700,000 (approximately USD 98,000), maintaining the same fee as the previous year [8][12].

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]