Core Points - Nanmo Bio (688265.SH) closed at 56.09 yuan, with a decline of 6.73%, resulting in a total market capitalization of 4.373 billion yuan [1] - The company was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on December 28, 2021, with an initial stock issuance of 19.49 million shares at a price of 84.62 yuan per share [1][2] - The stock reached an intraday high of 82.00 yuan on its first trading day, but is currently in a state of decline [2] Fundraising and Financials - Nanmo Bio raised a total of 1.649 billion yuan through its initial public offering (IPO), with a net amount of 1.468 billion yuan after deducting issuance costs [2] - The net fundraising amount exceeded the original plan by 1.068 billion yuan, as the company initially aimed to raise 400 million yuan for various projects [2] - The total issuance costs for the IPO amounted to 181 million yuan, with underwriting and sponsorship fees accounting for 158 million yuan [3]

Financial Performance - Company reported total revenue of 196 million yuan for the first half of 2025, a year-on-year increase of 10.69% [1] - Net profit attributable to shareholders reached 18.17 million yuan, up 298.69% year-on-year [1] - In Q2 alone, total revenue was 107 million yuan, reflecting a 14.32% increase compared to the same quarter last year [1] - Q2 net profit attributable to shareholders was 19.13 million yuan, a significant rise of 409.77% year-on-year [1] - Gross margin improved by 18.09% year-on-year, reaching 52.11% [1] - Net margin increased by 279.5% year-on-year, standing at 9.28% [1] - Total expenses (selling, administrative, and financial) amounted to 47.25 million yuan, accounting for 24.14% of revenue, a decrease of 24.05% year-on-year [1] - Earnings per share (EPS) was 0.23 yuan, up 291.67% year-on-year [1] Business Evaluation - The company's return on invested capital (ROIC) was 0.47% last year, indicating weak capital returns [2] - Historical median ROIC since listing is 3.18%, suggesting average investment returns [2] - The company has experienced three years of losses since its listing, indicating a fragile business model [2] - The net profit margin last year was 1.7%, suggesting low added value in products or services [2] Debt and Cash Flow - The company has a healthy cash asset position, indicating good debt repayment capability [2] - Operating cash flow per share was 0.05 yuan, a significant increase of 145.89% year-on-year [1] Accounts Receivable - The accounts receivable situation is concerning, with accounts receivable to profit ratio reaching 1962.96% [2]

Buyback and Reduction Plan - The company repurchased a total of 788,912 shares from February 23, 2024, to May 22, 2024, accounting for 1.0119% of the total share capital, aimed at maintaining company value and shareholder rights [1] - The company plans to reduce up to 779,635 shares, not exceeding 1% of the total share capital, through centralized bidding from September 19, 2025, to December 18, 2025 [2][3] - The repurchased shares will be sold within 12 months after the announcement of the buyback results, and if not sold within three years, the untransferred shares will be canceled [1][3] Shareholder Information - The repurchase account holds 2,346,309 shares, representing 3.01% of the total share capital, which will decrease to 1,566,674 shares, or 2.01%, after the planned reduction [4] - The company has not sold any shares from the repurchase account since its listing [2] Financial Impact - The funds recovered from the share reduction will be included in the company's capital reserve and will not significantly impact the company's operations, finances, or future development [4]

Group 1 - The board of directors of Shanghai Nanfang Model Biological Technology Co., Ltd. held its 24th meeting of the third board on August 28, 2025, with all 9 directors present, including 3 independent directors [1] - The meeting approved several proposals through a voting process, with all votes in favor (9 votes for, 0 against, 0 abstentions) [1][2] - The approved proposals included the 2025 semi-annual report and the special report on the use of raised funds, which were disclosed on the Shanghai Stock Exchange website [1][2] Group 2 - The board also approved a plan for share repurchase and a semi-annual evaluation report on the "Quality Improvement and Efficiency Enhancement Return" action plan, with unanimous support [2]

Group 1 - The core viewpoint of the report indicates that Shanghai Southern Model Biotechnology Co., Ltd. has shown a positive trend in its financial performance for the first half of 2025, with significant increases in revenue and net profit compared to the previous year [1][2]. - Total assets at the end of the reporting period amounted to approximately 1.91 billion yuan, reflecting a slight decrease of 1.06% from the previous year [2]. - The net assets attributable to shareholders increased by 0.52% to approximately 1.69 billion yuan compared to the end of the previous year [2]. Group 2 - The company's operating revenue for the reporting period reached approximately 195.76 million yuan, representing a year-on-year increase of 10.69% [2]. - The total profit for the period was approximately 17.57 million yuan, a significant recovery from a loss of approximately 13.13 million yuan in the same period last year [2]. - The net profit attributable to shareholders was approximately 18.17 million yuan, compared to a loss of approximately 9.14 million yuan in the previous year [2]. Group 3 - The net cash flow from operating activities was approximately 3.67 million yuan, a recovery from a negative cash flow of approximately 8.00 million yuan in the same period last year [2]. - The weighted average return on net assets was 1.08%, a recovery from -0.53% in the previous year [2]. - Basic and diluted earnings per share were both 0.23 yuan, compared to -0.12 yuan in the previous year [2]. Group 4 - The proportion of research and development investment to operating revenue was 21.24%, a slight decrease of 0.7 percentage points from the previous year [2]. - The total number of shareholders at the end of the reporting period was 6,522 [2].

Fundraising Overview - The company raised a total of RMB 1,649,319,958.00 by issuing 19,490,900 shares at a price of RMB 84.62 per share, with a net amount of RMB 1,467,876,199.92 after deducting issuance costs [1][2] - As of June 30, 2025, the total net amount of raised funds was RMB 146,787.62 million, with RMB 146,308.22 million invested in projects and RMB 1,794.24 million in net interest income [1][2] Fund Management - The company established a management method for the raised funds, adhering to regulations to ensure proper management and usage, including a dedicated account storage system [1][2] - Six dedicated accounts for the raised funds have been closed as of June 30, 2025, indicating a complete utilization of the funds [1][2] Fund Utilization - The company did not have any idle funds or temporary use of idle funds for working capital during the reporting period [1][2] - All investment projects funded by the raised capital, including the "Gene Modification Model Resource Library" and "Humanized Antibody Mouse Model Development," have been completed [4][5] Cash Management - The company approved the use of up to RMB 80 million of excess and idle funds for cash management, allowing for cyclical use within a 12-month period starting from February 1, 2024 [1][2] Compliance and Reporting - The company confirmed that all disclosed information regarding the use of raised funds is timely, truthful, accurate, and complete, with no significant violations in fund usage [1][2]

Group 1 - The resignation of non-independent director Su Yuexing was submitted on August 28, 2025, due to personal reasons, and he will not hold any position in the company after his resignation [1][2] - Su Yuexing's resignation does not affect the minimum number of board members required by law, nor does it violate any regulations regarding the composition of the board, ensuring the normal operation of the board and daily operations of the company [2] - The company will complete the board member replacement process in accordance with legal requirements [2] Group 2 - Su Yuexing held an indirect total of 0.62 thousand shares in the company through various partnerships, and he has committed to comply with relevant regulations regarding shareholding reduction after his resignation [2] - The board expressed gratitude for Su Yuexing's contributions during his tenure [3]

Core Viewpoint - The report outlines Shanghai Southern Model Biotechnology Co., Ltd.'s efforts to enhance operational quality, increase investor returns, accelerate the development of new productive forces, strengthen investor communication, and ensure regulatory compliance in the first half of 2025 [1][4][7][8]. Group 1: Enhancing Operational Quality - The company focuses on life sciences, expanding its mouse model library and improving service quality while enhancing production capacity and information technology [1]. - As of the first half of 2025, the company has nine production and R&D bases with a total capacity of approximately 140,000 cages, and a major expansion project is underway at its headquarters [3]. Group 2: Increasing Investor Returns - The company reported a net profit of RMB 6.4955 million for 2024, marking a return to profitability, but decided not to distribute profits to support future growth and innovation [4][5]. - The company aims to balance shareholder returns with sustainable development, exploring methods to enhance both immediate and long-term shareholder benefits [5]. Group 3: Accelerating Development of New Productive Forces - The company has developed over 22,000 models, including more than 14,000 standardized models, to meet market demands in drug research and development [5]. - The company is advancing the development of humanized mouse models for various therapeutic areas, including cancer and genetic diseases, and has validated over 200 models in the first half of 2025 [5]. Group 4: Strengthening Investor Communication - The company emphasizes transparency and compliance with information disclosure regulations, actively engaging with investors through various channels [7]. - The company participated in performance briefings and maintained a high response rate to investor inquiries, fostering two-way communication [7]. Group 5: Ensuring Regulatory Compliance - The company has implemented a stock incentive plan and conducted multiple board meetings to ensure compliance with corporate governance standards [8][9]. - The company is in the process of revising its articles of association and enhancing its internal control systems to maintain a stable governance structure [9]. Group 6: Strengthening Key Personnel Responsibility - The company has established a stock incentive plan to motivate key personnel, linking performance metrics to revenue growth [10]. - Training programs for board members and senior management are being conducted to enhance compliance awareness and operational effectiveness [10].

证券代码：688265 证券简称：南模生物 公告编号：2025-056 上海南方模式生物科技股份有限公司 关于召开2025年第二次临时股东大会的通知 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： 一、 召开会议的基本情况 （一） 股东大会类型和届次 2025年第二次临时股东大会 （二） 股东大会召集人：董事会 （三） 投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结 合的方式 （四） 现场会议召开的日期、时间和地点 召开日期时间：2025 年 9 月 23 日 15 点 00 分 召开地点：上海市浦东新区琥珀路 63 弄 1 号 M10 会议室 （五） 网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 （七） 涉及公开征集股东投票权 无 网络投票起止时间：自2025 年 9 月 23 日 至2025 年 9 月 23 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 股东大会召开日期：2025年9月23日 本次股东大会采用的网络投票系 ...

上海南方模式生物科技股份有限公司 独立董事提名人声明与承诺 提名人上海砥石企业管理咨询有限公司，现提名周展为上海 南方模式生物科技股份有限公司第四届董事会独立董事候选人， 并已充分了解被提名人职业、学历、职称、详细的工作经历、全 部兼职、有无重大失信等不良记录等情况。被提名人已书面同意 出任上海南方模式生物科技股份有限公司第四届董事会独立董 事候选人。提名人认为，被提名人具备独立董事任职资格，与上 海南方模式生物科技股份有限公司之间不存在任何影响其独立 性的关系，具体声明并承诺如下： 一、被提名人具备上市公司运作的基本知识，熟悉相关法律、 行政法规、规章及其他规范性文件，具有五年以上财务相关工作 经验。 被提名人已取得上海证券交易所颁发的独立董事资格证书， 并承诺尽快参加上海证券交易所举办的独立董事履职学习平台 的专题培训。 二、被提名人任职资格符合下列法律、行政法规和部门规章 的要求： （一）《中华人民共和国公司法》等关于董事任职资格的规 定； （二）《中华人民共和国公务员法》关于公务员兼任职务的 规定（如适用）； （三）中国证监会《上市公司独立董事管理办法》、上海证 券交易所自律监管规则以及公司章程有关独 ...