上海睿昂基因科技股份有限公司 2025 年第二次临时股东大会会议资料 证券代码：688217 证券简称：睿昂基因 上海睿昂基因科技股份有限公司 2025 年第二次临时股东大会 会议资料 2025 年 9 月 上海睿昂基因科技股份有限公司 2025 年第二次临时股东大会会议资料 | | | | 2025 | 年第二次临时股东大会会议须知 3 | | --- | --- | | 2025 | 年第二次临时股东大会会议议程 5 | | 2025 | 年第二次临时股东大会会议议案 7 | | | 议案一《关于 2025 年半年度利润分配方案的议案》 7 | 上海睿昂基因科技股份有限公司 2025 年第二次临时股东大会会议资料 三、会议按照会议通知上所列顺序审议、表决议案。 四、股东及股东代理人依法享有发言权、质询权、表决权等权利。股东及股 东代理人参加股东大会应认真履行其法定义务，不得侵犯公司和其他股东及股东 代理人的合法权益，不得扰乱股东大会的正常秩序。 五、要求发言的股东及股东代理人，应当按照会议的议程，经会议主持人许 可方可发言。有多名股东及股东代理人同时要求发言时，先举手者发言；不能确 定先后时，由主持人指定 ...

Core Viewpoint - The resignation of Xiong Hui, the chairman of Ruian Gene, raises concerns about the company's leadership and ongoing operations, although she remains the actual controller of the company [3][4]. Group 1: Leadership Changes - Xiong Hui has resigned from her positions as chairman, director, general manager, and core technical personnel due to personal reasons, but will continue to hold other roles within the company [1][3]. - Gao Shangxian, Xiong Hui's husband, will take over the chairman position following her resignation [3]. Group 2: Legal Issues - Xiong Hui and other key personnel have been subjected to criminal detention for alleged fraud, with the case currently under review by the prosecution [2][6]. - The legal troubles may be linked to a fraud case involving AstraZeneca, where there were allegations of falsifying genetic testing reports for insurance reimbursement [6][7]. Group 3: Company Background - Ruian Gene, established in 2012, specializes in the research, production, and sales of in vitro diagnostic products, focusing on precision testing for blood diseases, solid tumors, and infectious diseases [4]. - The actual controllers of the company include Xiong Hui, Gao Shangxian, Xiong Jun, and Gao Ze, collectively holding 30.62% of the company's shares [4]. Group 4: Financial Performance - In the first half of 2025, Ruian Gene reported a revenue of 105 million yuan, a decrease of 22.29% year-on-year, and a net profit attributable to shareholders of 3.55 million yuan, down 61.46% year-on-year [7].

熊慧 截图自睿昂基因官网 去年12月，睿昂基因曾公告，公司实控人熊慧、熊钧姐弟，因涉嫌诈骗被正式批捕，并移交检察机关。熊钧 申请辞去公司董事、副总经理职务，辞职后将不再担任公司任何职务。副总经理何俊彦、薛愉玮申请辞去公 司副总经理职务，辞职后将在公司担任其他职务。 另据睿昂基因去年10月25日公告，熊慧、熊钧、何俊彦、薛愉玮已被刑事拘留，涉嫌罪名由非法经营罪变更 为诈骗罪。 红星资本局9月9日消息 今日，睿昂基因（688217.SH）公告称，公司原董事长熊慧因个人原因申请辞去公司 董事长、董事、总经理及核心技术人员的职务，辞职后将在公司担任其他职务。 睿昂基因称，熊慧辞职后，仍是公司的实际控制人，公司日常经营和技术研发均正常。目前，公司董事长职 位将由熊慧的丈夫高尚先接任。 红星资本局注意到，今年6月，睿昂基因曾召开股东会，但熊慧因涉诉被批捕无法出席。目前，熊慧直接持 有睿昂基因18.22%的股份，是第一大股东，熊慧家族通过伯慈投资和力漾投资持有睿昂基因12.4%的股份。 针对这一问题，上述工作人员称，公司仅从熊慧家属那里得知是涉嫌诈骗，至于具体是哪个案件，目前公司 并不清楚。 资料显示，睿昂基因主营业务为体 ...

人民财讯9月8日电，睿昂基因(688217)9月8日晚间公告，公司召开第三届董事会第五次会议，审议通过 了《关于选举第三届董事会董事长的议案》和《关于聘任公司总经理的议案》，选举代理董事长高尚先 担任公司第三届董事会董事长，同时，公司董事会同意聘任代理总经理高尚先为公司总经理，任期自本 次董事会审议通过之日起至公司第三届董事会任期届满之日止。 ...

上海睿昂基因科技股份有限公司 证券代码：688217 证券简称：睿昂基因 公告编号：2025-041 关于相关人员调整变动的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： | | | | 原定任期到 | | 是否继续在上 | 是否存在未 | | --- | --- | --- | --- | --- | --- | --- | | 姓名 | 离任职务 | 离任时间 | 期日 | 离任原因 | 市公司及其控 | 履行完毕的 | | | | | | | 股子公司任职 | 公开承诺 | | | 董事长、总 经理、董 | | | | | | | | | 2025 年 9 月 | 2028 年 1 月 | | | | | 熊慧 | | | | 个人原因 | 是 | 是 | | | 事、核心技 | 8 日 | 26 日 | | | | | | 术人员 | | | | | | 一、提前离任的基本情况 二、董事长、总经理、核心技术人员变动对公司的影响 公司董事长兼总经理、核心技术人员熊慧女士因个人原因申请辞去公司董事 长 ...

Group 1 - The company, You Ning Wei, announced on September 4 that it signed a fund share transfer agreement with Shanghai Rui Ang Gene Technology Co., Ltd. and Shanghai Hongsheng Junhao Equity Investment Fund Management Co., Ltd. on August 18, 2025 [2] - The agreement involves the acquisition of a 15 million yuan stake in the Hongsheng Houde Private Investment Fund Partnership, making the company one of the limited partners in the fund [2] - After the transfer, the company's subscribed amount will account for 2.6283% of the total subscribed capital of the partnership [2]

Core Viewpoint - Ruiang Gene (688217) reported disappointing financial results for the first half of 2025, with significant declines in revenue and net profit compared to the previous year [1]. Financial Performance - Total revenue for the first half of 2025 was 105 million yuan, a decrease of 22.29% year-on-year [1]. - Net profit attributable to shareholders was 3.55 million yuan, down 61.46% year-on-year [1]. - In Q2 2025, total revenue was 50.01 million yuan, a decline of 29.17% year-on-year [1]. - Q2 2025 net profit attributable to shareholders was 199,300 yuan, a staggering drop of 97.71% year-on-year [1]. - The company's accounts receivable accounted for 68.8% of total revenue, indicating a large receivables burden [1]. Profitability Metrics - Gross margin was 72.98%, down 2.84% year-on-year [1]. - Net margin was -1.07%, a decrease of 124.82% year-on-year [1]. - Total selling, administrative, and financial expenses amounted to 47.41 million yuan, representing 45.26% of revenue, a slight increase of 0.32% year-on-year [1]. - Earnings per share (EPS) was 0.06 yuan, down 64.71% year-on-year [1]. - Operating cash flow per share was 0.31 yuan, an increase of 42.25% year-on-year [1]. Balance Sheet Highlights - Cash and cash equivalents were 132 million yuan, a decrease of 15.37% year-on-year [1]. - Accounts receivable stood at 167 million yuan, down 17.23% year-on-year [1]. - Interest-bearing debt was 2.19 million yuan, a significant drop of 89.72% year-on-year [1]. - Book value per share was 16.34 yuan, a decrease of 2.29% year-on-year [1]. Business Model and Historical Performance - The company's business relies heavily on research and marketing efforts, necessitating a deeper analysis of these driving factors [3]. - Historical data indicates a median Return on Invested Capital (ROIC) of 5.26%, with the worst year being 2024 at -2.91%, suggesting poor investment returns [3]. - The company has reported mixed financial results since its listing, with one year of losses, warranting further investigation into potential underlying issues [3].

Core Viewpoint - The company plans to distribute a cash dividend of 1.70 RMB per 10 shares (including tax) for the first half of 2025, without any capital reserve transfer or bonus shares [1][2]. Profit Distribution Plan - As of June 30, 2025, the company's undistributed profits amount to approximately 140.34 million RMB in the consolidated financial statements and 13.32 million RMB in the parent company financial statements [1]. - The total share capital is 55,855,896 shares, and after deducting 669,621 shares in the repurchase account, the shares eligible for distribution are 55,186,275 [2]. - The total cash dividend to be distributed is approximately 9.38 million RMB (including tax), which represents 263.95% of the net profit attributable to the parent company for the first half of 2025 [2]. Legality and Compliance of the Distribution Plan - The distribution plan complies with relevant regulations and company articles, ensuring that it considers shareholder returns and future funding needs [3]. - The company has sufficient cash and financial assets, totaling approximately 213 million RMB, to support the cash dividend and future operations [4]. Decision-Making Process - The board of directors approved the profit distribution plan with unanimous consent during the meeting held on August 27, 2025, and it will be submitted for approval at the second extraordinary general meeting of shareholders in 2025 [4]. - The supervisory board also approved the plan, confirming that the preparation and review processes comply with legal and regulatory requirements [4].

Core Viewpoint - The company has established an investor relations management system to enhance communication with investors, improve corporate governance, and increase overall company value [2][4]. Group 1: Principles and Objectives of Investor Relations Management - The basic principles of the company's investor relations management include compliance, equality, proactivity, and honesty [3][4]. - The objective of investor relations management is to provide an objective, truthful, accurate, and complete representation of the company's actual situation, thereby enhancing investor understanding and company value [4][5]. Group 2: Responsibilities and Organization - The chairman of the board is the primary responsible person for investor relations management, with the board secretary acting as the head of this function [4][5]. - The securities department is responsible for executing investor relations management tasks, including communication with investors and handling inquiries and complaints [5][6]. Group 3: Communication Channels and Methods - The company will utilize multiple channels and platforms for investor relations management, including phone, email, and online platforms to ensure effective communication [9][10]. - Regular reports, investor meetings, and public relations activities will be organized to maintain engagement with investors [10][11]. Group 4: Handling of Investor Relations Emergencies - The company has outlined procedures for managing investor relations during crises, such as negative media coverage or significant legal issues, including timely communication and potential announcements [26][28]. - In the event of major operational declines or losses, the company will analyze the causes and communicate them transparently to investors [30][31].

Core Viewpoint - The external guarantee management system of Shenzhen Pan Hai Tong Lian Precision Manufacturing Co., Ltd. aims to regulate the company's external guarantee behavior, effectively control guarantee risks, prevent financial risks, ensure stable operations, and promote healthy development [1][2]. Group 1: General Principles - The company’s external guarantees must adhere to principles of equality, voluntariness, fairness, integrity, mutual benefit, strictness, prudence, legal compliance, and standardized operations [2]. - External guarantees require approval from the board of directors or shareholders' meeting, and subsidiaries cannot provide guarantees without the company's approval [2][3]. Group 2: Qualification of Guaranteed Parties - The company can provide guarantees for entities with independent legal status and strong debt repayment capabilities, including mutual guarantee units, entities with significant business relationships, and wholly-owned or controlling subsidiaries [6]. - Additional conditions for guaranteed parties include good credit, strong capital strength, effective management capabilities, good asset liquidity, and sufficient cash flow during the repayment period [7]. Group 3: Approval Procedures - The highest decision-making body for external guarantees is the shareholders' meeting, with the board of directors exercising decision-making authority based on relevant regulations [9]. - Prior to deciding on a guarantee, the company must conduct thorough investigations into the applicant's business and financial status, and submit a report for approval [10]. Group 4: Management of External Guarantees - The finance department is responsible for managing external guarantees, including conducting credit analysis, overseeing guarantee procedures, and monitoring the financial status of guaranteed parties [24][25]. - The company must maintain proper documentation and regularly verify the completeness and accuracy of guarantee-related materials [26]. Group 5: Accountability - The company will hold responsible parties accountable for any losses incurred due to violations of the guarantee management system [33][34]. - Any unauthorized signing of guarantee contracts by directors or senior management will result in liability for the incurred losses [35].