证券代码：688293 证券简称：奥浦迈 公告编号：2025-063 上海奥浦迈生物科技股份有限公司 2025 年半年度募集资金存放与实际使用情况的 专项报告 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、准确性和完整性依法承担法律责任。 根据《上市公司募集资金监管规则》《上海证券交易所科创板上市公司自律 监管指引第1号——规范运作》和《上海证券交易所科创板股票上市规则》等相 关法律法规的规定，上海奥浦迈生物科技股份有限公司（以下简称"奥浦迈"或 "公司"）董事会编制了2025年半年度募集资金存放与实际使用情况专项报告， 现将相关情况公告如下： 一、募集资金基本情况 （一）实际募集资金金额、资金到账情况 根据中国证券监督管理委员会于2022年6月13日出具的《关于同意上海奥浦 迈生物科技股份有限公司首次公开发行股票注册的批复》（证监许可〔2022〕1232 号），并经上海证券交易所同意，公司首次公开发行人民币普通股2,049.5082万 股，每股面值为人民币1元，发行价格为每股人民币80.20元，募集资金总额为人 民 币 1,643,705,576.40 ...

证券代码：688293 证券简称：奥浦迈 公告编号：2025-067 上海奥浦迈生物科技股份有限公司 关于制定及修订公司部分治理制度的公告 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、准确性和完整性依法承担法律责任。 上海奥浦迈生物科技股份有限公司（以下简称"奥浦迈"或"公司"）于2025 年8月21日召开第二届董事会第十一次会议，审议通过了《关于制定及修订公司 部分治理制度的议案》，现将相关情况公告如下： 为进一步促进公司规范运作，维护公司及股东的合法权益，根据《中华人民 共和国公司法》《中华人民共和国证券法》《上海证券交易所科创板股票上市规 则》《上海证券交易所科创板上市公司自律监管指引第1号——规范运作》《上 市公司信息披露暂缓与豁免管理规定》等相关法律法规及规范性文件的规定，结 合公司实际情况，公司董事会同意制定并修订公司部分治理制度，具体明细如下 公司《市值管理制度》共五章、十七条，主要包括"市值管理工作基本原则"、 "市值管理机构与人员"、"市值管理的主要方式"、"监测预警机制和应急措 施"等内容。 公司《舆情管理制度》共四章、十六条，主要 ...

证券代码：688293 证券简称：奥浦迈 公告编号：2025-065 是否需要提交股东大会审议：否 日常关联交易对上市公司的影响：本次调整部分日常关联交易额度事项 是上海奥浦迈生物科技股份有限公司（以下简称"公司"或"奥浦迈"） 日常经营业务发展及生产运营的正常所需，系基于公司业务发展及市场 需求变化做出的调整，符合公司实际经营情况，与关联方之间的日常关 联交易均基于常规的商业条款签订相关协议，交易定价及交易条件均参 考同类市场可比条件进行确认，遵循公平、公开、公正的原则，定价公 允、合理，不存在损害公司和全体股东，特别是中小股东利益的情形， 公司对关联方不会形成依赖，亦不会对公司经营产生不利影响。 公司于2025年4月14日召开第二届董事会第八次会议、第二届监事会第七次 会议以及第二届董事会独立董事专门会议第二次会议，分别审议通过了《关于预 计2025年度日常关联交易的议案》，同意公司（含子公司）对2025年度日常关联 交易额度进行预计，涉及金额合计446.00万元，主要用于向相关关联方购买原材 料、向关联方销售商品以及接受关联方提供的技术服务。关联董事肖志华、张俊 杰回避表决，获其他无关联董事一致通过。具 ...

[Important Notice](index=2&type=section&id=Important%20Notice) This section highlights key financial and operational updates, including the profit distribution plan and significant asset restructuring matters [Profit Distribution Plan](index=2&type=section&id=Profit%20Distribution%20Plan) The company plans an interim dividend for H1 2025, distributing 2.30 yuan per 10 shares, totaling 26.12 million yuan, representing 69.56% of net profit, with no bonus shares or capital reserve conversion - The company plans to add an interim dividend when the H1 2025 semi-annual report is disclosed, with an estimated cash dividend of not less than **25 million yuan** for H1 2025[5](index=5&type=chunk) - 2025 H1 Profit Distribution Plan | Indicator | Amount (RMB) | | :--- | :--- | | Cash dividend per 10 shares (tax inclusive) | 2.30 yuan | | Total cash dividend (tax inclusive) | 26,116,213.42 yuan | | Proportion of H1 2025 consolidated net profit attributable to listed company shareholders | 69.56% | | Proportion of company's cumulative undistributed profit | 23.80% | - The company will not issue bonus shares or convert capital reserves into share capital in H1 2025[6](index=6&type=chunk) [Major Asset Restructuring](index=3&type=section&id=Major%20Asset%20Restructuring) The company is acquiring 100% of Pengli Biomedical Technology (Shanghai) Co., Ltd. via share issuance and cash, with a private placement, currently in inquiry response phase with uncertain approval - The company plans to acquire **100.00%** equity in Pengli Biomedical Technology (Shanghai) Co., Ltd. via share issuance and cash, and raise supporting funds[9](index=9&type=chunk) - On June 27, 2025, the company received the "Notice on the Acceptance of Shanghai OPM Biosciences Co., Ltd.'s Application for Issuance of Shares to Purchase Assets and Raise Supporting Funds" from the Shanghai Stock Exchange, and is currently in the inquiry feedback response process[9](index=9&type=chunk)[10](index=10&type=chunk) - This transaction is subject to multiple conditions, including but not limited to SSE approval and CSRC registration; there are uncertainties regarding whether the transaction will ultimately pass SSE review and obtain CSRC registration, as well as the timing thereof[10](index=10&type=chunk) [Section I Definitions](index=5&type=section&id=Section%20I%20Definitions) This section defines key terms used in the report, covering company names, investment entities, cell culture technologies, biopharmaceutical types, production processes, quality management, regulatory bodies, and reporting periods for clear understanding [Definitions of Common Terms](index=5&type=section&id=Definitions%20of%20Common%20Terms) This section defines key terms used in the report, covering company names, investment entities, cell culture technologies, biopharmaceutical types, production processes, quality management, regulatory bodies, and reporting periods for clear understanding - The reporting period refers to **January 1, 2025 - June 30, 2025**[15](index=15&type=chunk) - Detailed definitions of professional terms in the biopharmaceutical field such as cell culture technology, serum-free medium, CDMO, GMP, and FDA are provided[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - This transaction refers to OPM Biosciences' proposed acquisition of **100.00%** equity in Pengli Biomedical Technology (Shanghai) Co., Ltd. via share issuance and cash, and raising supporting funds from up to **35** specific investors[15](index=15&type=chunk) [Section II Company Profile and Key Financial Indicators](index=11&type=section&id=Section%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) This section provides an overview of the company's basic information, contact details, stock summary, and key financial performance metrics for the reporting period [Company Basic Information](index=11&type=section&id=Company%20Basic%20Information) Shanghai OPM Biosciences Co., Ltd. (OPM Biosciences) is led by Xiao Zhihua, with its registered and office address in Shanghai, and website http://www.opmbiosciences.com - The company's Chinese name is Shanghai OPM Biosciences Co., Ltd., abbreviated as **OPM Biosciences**[21](index=21&type=chunk) - The legal representative is Xiao Zhihua, and the company's registered and office address is No. 28, Lane 908, Ziping Road, Pudong New Area, Shanghai[21](index=21&type=chunk) [Contact Person and Information Disclosure](index=11&type=section&id=Contact%20Person%20and%20Information%20Disclosure) The company's Board Secretary is Ma Xiaohan, Securities Affairs Representative is Chen Hui, contact number 021-20780178. Information is disclosed in designated newspapers and on the SSE website - The Board Secretary (domestic representative for information disclosure) is Ma Xiaohan, Securities Affairs Representative is Chen Hui, contact number **021-20780178**[22](index=22&type=chunk) - The designated newspapers for information disclosure are Shanghai Securities News, Securities Daily, China Securities Journal, Securities Times, and the website for semi-annual reports is **www.sse.com.cn**[23](index=23&type=chunk) [Company Stock Overview](index=11&type=section&id=Company%20Stock%20Overview) The company's A-shares are listed on the STAR Market of the Shanghai Stock Exchange, with stock name "OPM Biosciences" and stock code 688293 - The company's stock type is **RMB ordinary shares (A-shares)**, listed on the **STAR Market of the Shanghai Stock Exchange**[24](index=24&type=chunk) - The stock abbreviation is **OPM Biosciences**, and the stock code is **688293**[24](index=24&type=chunk) [Key Accounting Data and Financial Indicators](index=12&type=section&id=Key%20Accounting%20Data%20and%20Financial%20Indicators) In H1 2025, revenue grew 23.77% to 177.75 million yuan, net profit attributable to shareholders increased 55.55% to 37.55 million yuan, and net operating cash flow surged 271.78%, driven by product sales and overseas expansion - 2025 H1 Key Accounting Data | Key Accounting Data (Unit: Yuan) | Current Period (Jan-Jun) | Prior Year Period | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 177,748,084.02 | 143,608,281.60 | 23.77 | | Total Profit | 48,851,280.25 | 30,052,311.88 | 62.55 | | Net Profit Attributable to Listed Company Shareholders | 37,546,898.62 | 24,138,140.17 | 55.55 | | Net Profit Attributable to Listed Company Shareholders After Deducting Non-recurring Gains and Losses | 29,577,348.54 | 16,736,277.99 | 76.73 | | Net Cash Flow from Operating Activities | 61,343,919.97 | 16,500,204.68 | 271.78 | - 2025 H1 Key Financial Indicators | Key Financial Indicators | Current Period (Jan-Jun) | Prior Year Period | Change from Prior Year Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (Yuan/Share) | 0.33 | 0.21 | 57.14 | | Diluted Earnings Per Share (Yuan/Share) | 0.33 | 0.21 | 57.14 | | Basic Earnings Per Share After Deducting Non-recurring Gains and Losses (Yuan/Share) | 0.26 | 0.15 | 73.33 | | Weighted Average Return on Net Assets (%) | 1.78 | 1.13 | Increased by 0.65 percentage points | | Weighted Average Return on Net Assets After Deducting Non-recurring Gains and Losses (%) | 1.40 | 0.78 | Increased by 0.62 percentage points | | R&D Investment as % of Operating Revenue (%) | 13.58 | 10.71 | Increased by 2.87 percentage points | - During the reporting period, the company achieved sales revenue of **177.75 million yuan**, a year-on-year increase of **23.77%**; product business sales revenue increased by **25.49%** year-on-year, primarily due to continuous advancement of customer pipelines and rapid expansion of overseas business[26](index=26&type=chunk) - Total profit, net profit attributable to listed company shareholders, and net profit attributable to listed company shareholders after deducting non-recurring gains and losses increased by **62.55%**, **55.55%**, and **76.73%** respectively compared to H1 2024, mainly due to steady operating revenue growth and excellent expense control[27](index=27&type=chunk) [Non-recurring Gains and Losses](index=13&type=section&id=Non-recurring%20Gains%20and%20Losses) The company's total non-recurring gains and losses for the reporting period amounted to 7.97 million yuan, primarily from government grants and fair value changes of financial assets, after tax and minority interest adjustments - 2025 H1 Non-recurring Gains and Losses Items | Non-recurring Gains and Losses Item | Amount (RMB) | | :--- | :--- | | Government grants recognized in current profit and loss | 888,144.17 | | Gains and losses from changes in fair value of financial assets and financial liabilities, and disposal of financial assets and financial liabilities, excluding effective hedge accounting related to normal business operations of non-financial enterprises | 9,800,502.28 | | Other non-operating income and expenses apart from the above | -89,200.68 | | Other profit and loss items that meet the definition of non-recurring gains and losses | 99,386.92 | | Less: Income tax impact | 2,728,706.20 | | Minority interest impact (after tax) | 576.41 | | **Total** | **7,969,550.08** | [Section III Management Discussion and Analysis](index=15&type=section&id=Section%20III%20Management%20Discussion%20and%20Analysis) This section provides an in-depth review of the company's industry, main business, operational performance, core competencies, and risk factors [Industry and Main Business Overview](index=15&type=section&id=Industry%20and%20Main%20Business%20Overview) The company specializes in cell culture products and services, a strategic emerging biopharmaceutical industry characterized by high innovation and significant market potential, with a focus on import substitution and comprehensive CDMO solutions - The company operates in "4.1 Biopharmaceutical Industry," specifically "4.1.1 Biopharmaceutical Product Manufacturing" and "4.1.5 Biopharmaceutical Related Services," a strategic emerging industry supported by national policies[32](index=32&type=chunk) - The domestic cell culture medium market is highly dependent on imports; the company focuses on R&D and production of cell culture media, having successfully developed multiple products that can replace imported brands[42](index=42&type=chunk) - The company possesses an antibody drug CDMO service platform, committed to providing domestic and international clients with full-process services from antibody engineering humanization screening, cell line construction, process development, pilot production, clinical sample production, to commercial production[43](index=43&type=chunk) [Industry Characteristics and Technical Barriers](index=15&type=section&id=Industry%20Characteristics%20and%20Technical%20Barriers) The cell culture industry, driven by downstream biopharmaceuticals and gene/cell therapies, is rapidly expanding but faces high technical barriers in serum-free medium formulation and production processes, as well as in biopharmaceutical CDMO services - The cell culture industry, where the company operates, relies on the development of downstream large molecule biopharmaceuticals, recombinant vaccines, gene and cell therapies, with rapid market growth[33](index=33&type=chunk) - Cell culture medium formulation has high technical barriers, involving **70-100 components**, requiring extensive research, scientific experiments, and long-term experience accumulation[37](index=37&type=chunk) - Key technical challenges in cell culture medium production processes include vast differences in component content, varying solubility characteristics of different components, and the need to fully consider chemical reactions between components[38](index=38&type=chunk)[39](index=39&type=chunk) - Major technical barriers in biopharmaceutical CDMO services include cell line construction technology, novel structural protein development technology, and cell culture process development technology[39](index=39&type=chunk)[40](index=40&type=chunk) [Company's Main Business](index=17&type=section&id=Company's%20Main%20Business) As a technology-driven innovator, the company integrates cell culture products and services, offering end-to-end solutions from gene to BLA, with GMP-compliant dual production bases and a CDMO platform capable of clinical Phase III and commercial production - The company provides end-to-end solutions from gene (DNA) to clinical application (IND) and Biologics License Application (BLA) by organically integrating cell culture products and services[41](index=41&type=chunk) - The company specializes in R&D and production of cell culture media, has established GMP-compliant large-scale dual production bases, and has successfully developed multiple culture medium products capable of replacing imported brands[42](index=42&type=chunk) - The company owns an antibody drug CDMO service platform, with its D3 factory already possessing capabilities for clinical Phase III and commercial production[43](index=43&type=chunk) [Discussion and Analysis of Operations](index=19&type=section&id=Discussion%20and%20Analysis%20of%20Operations) In H1 2025, revenue reached 177.75 million yuan (+23.77%), and net profit attributable to parent company was 37.55 million yuan (+55.55%), driven by product sales and overseas market expansion. The company is also advancing a major asset restructuring - During the reporting period, the company achieved operating revenue of **177.75 million yuan**, a year-on-year increase of **23.77%**; net profit attributable to the parent company was **37.55 million yuan**, a year-on-year increase of **55.55%**[46](index=46&type=chunk) - The company's business showed a pattern of "product-driven growth, service recovery," with product sales revenue contributing **87.34%** of total revenue, and overseas product sales revenue growing significantly by **34.92%**[47](index=47&type=chunk) - As of the end of the reporting period, a total of **282** drug development pipelines with established pilot processes use the company's cell culture medium products, an increase of **35** from the end of 2024, representing a **14.17%** growth[49](index=49&type=chunk)[50](index=50&type=chunk) - The company successfully developed and launched multiple new culture medium products, including chemically defined CHO cell culture medium, transient transfection serum-free medium, insect cell serum-free medium, vaccine-use serum-free cell culture medium, and cell therapy serum-free medium[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) - The company's cell line transient transfection platform achieved a breakthrough, upgrading the transfection method from PEI chemical transfection to electroporation, increasing the expression level of a certain ADC naked antibody from **71 mg/L** to **670 mg/L**[54](index=54&type=chunk) - The company is advancing a major asset restructuring involving the issuance of shares and cash payment to acquire assets and raise supporting funds, and has received an inquiry letter from the Shanghai Stock Exchange, currently in the inquiry feedback response process[57](index=57&type=chunk) [Overall Operating Performance](index=19&type=section&id=Overall%20Operating%20Performance) In H1 2025, the company's operating revenue grew 23.77% to 177.75 million yuan, and net profit attributable to the parent company increased 55.55% to 37.55 million yuan, with product sales as the main driver, especially strong overseas growth - 2025 H1 Operating Revenue Composition | Business Type | 2025 H1 (10,000 yuan) | 2024 H1 (10,000 yuan) | Operating Revenue Change from Prior Year (%) | | :--- | :--- | :--- | :--- | | Products | 15,524.30 | 12,370.74 | 25.49 | | Services | 2,227.21 | 1,966.79 | 13.24 | | Other Business Income | 23.31 | 23.31 | 0.00 | | **Total** | **17,774.81** | **14,360.83** | **23.77** | - During the reporting period, the company's business showed a pattern of "product-driven growth, service recovery," with product sales revenue contributing **87.34%** of total revenue[47](index=47&type=chunk) - Overseas product sales revenue showed impressive growth, increasing by **34.92%**, reflecting the company's deepening cooperation with major overseas clients and the effectiveness of its internationalization strategy[47](index=47&type=chunk) [Product Pipeline and Market Expansion](index=19&type=section&id=Product%20Pipeline%20and%20Market%20Expansion) The company serves over 700 biopharmaceutical enterprises and research institutes, with its drug development pipeline reaching a new high of 282, an increase of 35 (14.17%) from year-end 2024, including 149 preclinical and 11 commercial-stage projects - During the reporting period, the company provided high-quality products and services to over **700** domestic and international biopharmaceutical enterprises and research institutes[48](index=48&type=chunk) - Number of Drug Development Pipelines Using Company's Cell Culture Medium Products | Stage | End of 2024 (Units) | June 30, 2025 (Units) | H1 2025 Change (Units) | | :--- | :--- | :--- | :--- | | Preclinical | 141 | 149 | 8 | | Clinical Phase I | 41 | 58 | 17 | | Clinical Phase II | 28 | 32 | 4 | | Clinical Phase III | 29 | 32 | 3 | | Commercialization | 8 | 11 | 3 | | **Total** | **247** | **282** | **35** | - The total pipeline quantity increased by **35** compared to the end of 2024, a growth rate of **14.17%**[50](index=50&type=chunk) [Product Optimization and CDMO Service Upgrade](index=20&type=section&id=Product%20Optimization%20and%20CDMO%20Service%20Upgrade) The company continuously launches innovative culture media for various cell types and applications, significantly enhancing CDMO capabilities through electroporation for ADC expression, up to 400% yield increase for biosimilars, high-concentration filling platform, and AI-driven data automation - The company successfully developed and launched multiple new culture medium products, including chemically defined CHO cell culture medium, transient transfection serum-free medium, insect cell serum-free medium, vaccine-use serum-free cell culture medium, and cell therapy serum-free medium[51](index=51&type=chunk) - The cell line transient transfection platform achieved a breakthrough, upgrading the transfection method from PEI chemical transfection to electroporation, increasing the expression level of a certain ADC naked antibody from **71 mg/L** to **670 mg/L**[54](index=54&type=chunk) - The biosimilar cell culture process development platform achieved a maximum yield increase of up to **400%**, with expression levels reaching **11 g/L**, and demonstrated outstanding performance in critical quality attribute control[77](index=77&type=chunk) - The company established a high-concentration, high-viscosity formulation filling production platform and successfully introduced a data automation system for automatic collection of cell culture offline data, while a locally deployed AI reporting solution has been initially set up[55](index=55&type=chunk)[78](index=78&type=chunk) [Major Operating Matters](index=21&type=section&id=Major%20Operating%20Matters) The company is pursuing a major asset restructuring to acquire 100% of Pengli Biomedical Technology (Shanghai) Co., Ltd. via share issuance and cash, and raise supporting funds. The application is accepted by SSE and is in the inquiry feedback stage, with uncertain final approval - The company is advancing a major asset restructuring involving the issuance of shares and cash payment to acquire assets and raise supporting funds[57](index=57&type=chunk) - On June 27, 2025, the company received the "Notice on the Acceptance of Shanghai OPM Biosciences Co., Ltd.'s Application for Issuance of Shares to Purchase Assets and Raise Supporting Funds" from the Shanghai Stock Exchange[57](index=57&type=chunk) - This transaction is subject to multiple conditions, including but not limited to SSE approval and CSRC registration; there are uncertainties regarding whether the transaction will ultimately pass SSE review and obtain CSRC registration, as well as the timing thereof[58](index=58&type=chunk) [Core Competitiveness Analysis](index=23&type=section&id=Core%20Competitiveness%20Analysis) The company's core strengths lie in its technical expertise in cell culture medium development and customization, proprietary production processes, large-scale manufacturing capabilities, and a comprehensive product line across biopharmaceuticals, vaccines, and cell/gene therapies, supported by integrated CDMO services, a professional R&D team, rapid response, and extensive customer base - The company possesses technical advantages in culture medium development and customization, particularly in chemically defined culture medium formulation development, mastering core technologies to enhance product expression levels[59](index=59&type=chunk) - The company has proprietary and controllable cell culture product technologies and processes, achieving import substitution and breaking the long-standing foreign monopoly on core raw materials for biological products[60](index=60&type=chunk) - The company has established advanced large-scale dry powder and liquid cell culture medium production lines, with dual GMP-compliant bases, and has obtained ISO9001:2015 and ISO13485:2016 quality system certifications[61](index=61&type=chunk) - The company has developed hundreds of high-quality culture medium products for various cell types, applicable to different fields such as protein/antibody, vaccine, cell therapy, and gene therapy[62](index=62&type=chunk)[63](index=63&type=chunk) - The company possesses complete cell line construction platforms, upstream and downstream process development platforms, formulation process development platforms, CDMO biopharmaceutical commercial production platforms, and quality analysis platforms, capable of providing clients with full-process services from gene to commercial production[64](index=64&type=chunk) - The company organically integrates cell culture medium products with biopharmaceutical contract development services, mutually promoting each other, enhancing customer stickiness, and strengthening the depth and breadth of cooperation[65](index=65&type=chunk)[66](index=66&type=chunk) - The company has an R&D technical team of over **100** members, with more than **70** members holding master's degrees or above[67](index=67&type=chunk) - The company boasts rapid response capabilities, with a typical delivery cycle of approximately **2-4 weeks** for catalog culture medium products, offering a significant advantage over imported culture medium manufacturers[68](index=68&type=chunk) - As of the end of the reporting period, the company has cumulatively served over **1,800** domestic and international biopharmaceutical enterprises and research institutes, building a strong reputation in the industry[69](index=69&type=chunk) [Technical Advantages and Production Capacity](index=23&type=section&id=Technical%20Advantages%20and%20Production%20Capacity) The company excels in cell culture medium development and customization, particularly in chemically defined formulations that boost product expression. It boasts proprietary grinding and mixing processes for stable large-scale dry powder production, supported by dual GMP-compliant bases with capacities up to 2,000Kg dry powder and 2,000L liquid medium per batch - OPM Biosciences has been deeply involved in culture medium development for over **10 years**, accumulating rich experience, especially in chemically defined culture medium formulation development, mastering core technologies to enhance product expression levels[59](index=59&type=chunk) - In dry powder culture medium production, the company's sophisticated grinding and mixing processes ensure uniform addition and mixing of components with concentration differences of tens of thousands of times, thereby continuously and stably expanding production scale[60](index=60&type=chunk) - The company has established advanced large-scale dry powder and liquid cell culture medium production lines; Culture Medium Plant 1 can achieve single-batch production of **1-200Kg** dry powder and **400L** liquid culture medium, while Culture Medium Plant 2, after reaching full capacity, can achieve single-batch production of **1-2,000Kg** dry powder and **2,000L** liquid culture medium[61](index=61&type=chunk) [Integrated Services and Team Advantages](index=24&type=section&id=Integrated%20Services%20and%20Team%20Advantages) The company offers comprehensive CDMO services from gene to commercial production, integrating cell culture products and services to enhance efficiency and customer loyalty. It has a professional R&D team of over 100 members (70+ with master's degrees), ensuring rapid market response and serving over 1,800 clients - The company has invested in and established comprehensive platforms including cell line construction, upstream and downstream process development, formulation process development, CDMO biopharmaceutical commercial production, and quality analysis, capable of providing clients with full-process services from gene to commercial production[64](index=64&type=chunk) - The company organically integrates cell culture medium products with biopharmaceutical contract development services, mutually promoting each other, enhancing customer stickiness, and strengthening the depth and breadth of cooperation[65](index=65&type=chunk)[66](index=66&type=chunk) - The company has an R&D technical team of over **100** members, with leaders in each technical segment possessing many years of biopharmaceutical development experience, and over **70** members of the R&D technical team holding master's degrees or above[67](index=67&type=chunk) - The company has established a complete business process management system, ensuring timely satisfaction of customer needs for cell culture medium products, with a typical delivery cycle of approximately **2-4 weeks**, demonstrating strong responsiveness[68](index=68&type=chunk) - As of the end of the reporting period, the company has cumulatively served over **1,800** domestic and international biopharmaceutical enterprises and research institutes, building a strong reputation in the industry[69](index=69&type=chunk) [Core Technologies and R&D Progress](index=25&type=section&id=Core%20Technologies%20and%20R%26D%20Progress) The company boasts extensive expertise in serum-free cell culture media and a comprehensive CDMO platform for antibody drug development. In the reporting period, it made breakthroughs in veterinary vaccines, CGT, and stem cell therapy, completed FDA DMF filings for three products, increased R&D investment by 56.97%, expanded its R&D team, and received "Shanghai Innovative Enterprise Headquarters" and "Chain Leader Enterprise" honors - The company possesses industry-competitive cell culture medium formulation and production processes, primarily focusing on serum-free cell culture medium formulation and production processes, supplemented by an advanced CDMO service system[70](index=70&type=chunk) - In March 2025, the company's product CarpTrans transfection reagent completed its US FDA DMF filing; as of June 2025, the company has completed US FDA DMF filings for three products: HEK-293 CD05, CHO-CD07 DPM, and CarpTrans transfection reagent[72](index=72&type=chunk) - In January 2025, the company was awarded "Shanghai Innovative Enterprise Headquarters" by the Shanghai Strategic Emerging Industries Leading Group Office; in March 2025, the company received the "Chain Leader Enterprise" honor from the Pudong New Area Federation of Industry and Commerce Industry-University-Research-Application Alliance[72](index=72&type=chunk) - 2025 H1 R&D Investment Situation | Indicator | Current Period (Yuan) | Prior Year Period (Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Expensed R&D Investment | 24,142,172.25 | 15,380,364.44 | 56.97 | | Total R&D Investment | 24,142,172.25 | 15,380,364.44 | 56.97 | | Total R&D Investment as % of Operating Revenue (%) | 13.58 | 10.71 | Increased by 2.87 percentage points | - R&D investment significantly increased by **56.97%**, primarily due to the company's continuous investment and expansion in R&D, including expanding the R&D team (establishing new teams in the US, Taicang, etc.) and continuously optimizing existing products, developing new products, and expanding CDMO services[81](index=81&type=chunk) - 2025 H1 R&D Personnel Situation | Indicator | Current Period (Persons) | Prior Year Period (Persons) | | :--- | :--- | :--- | | Number of company R&D personnel | 64 | 51 | | R&D personnel as % of total company personnel (%) | 18.18 | 16.89 | | Total R&D personnel compensation (10,000 yuan) | 1,217.72 | 803.55 | | Average R&D personnel compensation (10,000 yuan) | 19.03 | 15.76 | [Risk Factors](index=29&type=section&id=Risk%20Factors) The company faces diverse risks, including core competency risks (product development failure, technology leakage, formula loss, quality issues), operational risks (raw material supply, client R&D failure, unsustainable revenue growth, CDMO order shortfalls, price erosion, expansion management), financial risks (accounts receivable, inventory, government subsidies), industry risks (regulatory changes, competition), macroeconomic risks (exchange rate, economic downturn), and other significant risks like improper control by actual controllers and major asset restructuring uncertainties - The company faces risks in culture medium product development, potentially leading to technical development failures or inability to industrialize R&D projects[84](index=84&type=chunk)[85](index=85&type=chunk) - The cell culture industry, where the company operates, is technology-intensive, posing risks of core technology leakage or insufficient intellectual property protection[86](index=86&type=chunk) - Risks exist regarding stable raw material supply, as some amino acid raw materials still rely on imported brands, and suppliers may provide unstable quality raw materials[89](index=89&type=chunk)[90](index=90&type=chunk) - Downstream clients' product R&D failures or inability to industrialize will affect demand for the company's products and services, negatively impacting sustained profitability[91](index=91&type=chunk)[92](index=92&type=chunk) - The rapid growth of the company's cell culture medium business revenue may not be sustainable, influenced by customer demand, drug development plans, and industry investment and financing sentiment[93](index=93&type=chunk) - CDMO business orders face risks of not meeting expectations, early termination, or delayed payments[94](index=94&type=chunk)[95](index=95&type=chunk) - Accounts receivable book value is **112.78 million yuan**, accounting for **4.90%** of total assets, posing risks of overdue or unrecoverable amounts[98](index=98&type=chunk) - The biopharmaceutical industry, where the company's direct downstream clients operate, is highly regulated, and changes in policies and regulations may have potential adverse effects on the company's operations[101](index=101&type=chunk)[102](index=102&type=chunk) - Some of the company's product sales are settled in foreign currency; significant changes in the RMB exchange rate will cause fluctuations in foreign currency-denominated product prices and lead to exchange gains or losses, thereby affecting the company's operating performance[104](index=104&type=chunk) - The actual controllers, Xiao Zhihua and HE YUNFEN (贺芸芬)夫妇, collectively control **32.0814%** of the company's shares, potentially exercising inappropriate control that could affect or harm the interests of the company and public shareholders[106](index=106&type=chunk) - The major asset restructuring is subject to multiple conditions for implementation, including approval risks, risks of the transaction being suspended, terminated, or canceled, risks of performance commitments not being met, risks of performance compensation not fully covering the transaction consideration, and goodwill impairment risks[107](index=107&type=chunk)[108](index=108&type=chunk) [Core Competency Risks](index=29&type=section&id=Core%20Competency%20Risks) Core competency risks include high technical barriers and long R&D cycles leading to product development failure or inability to industrialize; risks of core technology leakage or intellectual property infringement; and potential damage to reputation and profitability from formula loss or obsolescence, or product quality control defects - R&D of new products requires significant human, material, and financial investment, potentially leading to technical development failures or inability to industrialize R&D projects, adversely affecting the company's revenue growth and profitability[84](index=84&type=chunk)[85](index=85&type=chunk) - The cell culture industry, where the company operates, is technology-intensive; culture medium product formulas, production processes, quality control methods, and CDMO technical service platforms are core technologies crucial to the company, posing risks of intellectual property infringement or insufficient protection[86](index=86&type=chunk) - If the company's internal control procedures or intellectual property protection are not strict, or if formulas are leaked due to improper management of current/former employees in relevant positions, or if formulas cannot be adjusted in a timely manner, existing formulas may be lost or become obsolete[87](index=87&type=chunk) - If the company fails to maintain the stability of cell culture medium processes, or if product quality control defects occur during production, it will adversely affect the reputation of the company's cell culture medium products, thereby impacting sustained profitability[88](index=88&type=chunk) [Operational Risks](index=30&type=section&id=Operational%20Risks) Operational risks include unstable raw material supply, downstream client R&D failures, unsustainable rapid growth in cell culture medium revenue, CDMO order shortfalls or early termination, product/service price declines, and management risks from company expansion - The company's main purchased products include various chemical elements, reagents, and consumables; some raw materials come from a few core suppliers, posing risks of unstable raw material supply, especially as a small amount of amino acid raw materials still needs to be purchased from imported brands[89](index=89&type=chunk)[90](index=90&type=chunk) - The future development of the company's business is closely related to the new drug development and industrialization of downstream clients; if downstream clients experience product R&D failures or inability to industrialize, it will adversely affect the company's sustained profitability[91](index=91&type=chunk)[92](index=92&type=chunk) - The company's culture medium business is closely related to the specific needs of downstream clients, drug R&D plans, commercialization progress of R&D pipelines, and industry investment and financing sentiment, which may lead to lower-than-expected downstream demand for the company's culture medium products in the future, thus preventing the sustained rapid growth of culture medium business revenue[93](index=93&type=chunk) - The CDMO business faces risks of service contracts being terminated early or payments being delayed due to uncertainties such as drug research not meeting expectations, clinical study failures, changes in client research directions, or a downturn in industry sentiment[94](index=94&type=chunk)[95](index=95&type=chunk) - If industry competition intensifies, prices for the company's main products or services may further decrease, thereby reducing the company's gross profit margin and adversely affecting profitability[96](index=96&type=chunk) - The company's business scale continues to grow, and its asset and personnel scale are constantly expanding, which will bring greater challenges in resource integration, market development, product R&D and quality management, financial management, and internal control, posing risks of adverse effects on operating performance due to mismanagement[97](index=97&type=chunk) [Financial Risks](index=32&type=section&id=Financial%20Risks) Financial risks primarily include accounts receivable collection risk, increased inventory risk, and government subsidy policy change risk - As of the end of the reporting period, the company's accounts receivable book value was **112.78 million yuan**, accounting for **4.90%** of total assets; if market conditions or the credit status of major clients deteriorate in the future, the company may face risks of overdue or unrecoverable accounts receivable[98](index=98&type=chunk) - As of the end of the reporting period, the company's inventory book value was **72.52 million yuan**, accounting for **3.15%** of total assets; with the expansion of the company's production scale in the future, inventory balances may increase, thereby affecting the company's capital turnover speed and operating cash flow, and posing impairment risks[99](index=99&type=chunk) - During the reporting period, government grants recognized in current profit and loss amounted to **888,144.17 yuan**, accounting for **1.82%** of the company's total profit. If government grant policies change in the future or the company fails to meet the requirements of grant policies, it may have a certain impact on the company's operating performance[100](index=100&type=chunk) [Industry Risks](index=32&type=section&id=Industry%20Risks) The highly regulated biopharmaceutical industry poses risks from changing policies and regulations. Increased competition from international companies and new entrants may also lead to pricing pressure on products and services, affecting company performance - The biopharmaceutical industry is highly regulated; if the company fails to adjust its operating strategy in a timely manner to respond to changes in industrial policies and industry regulations, it may have potential adverse effects on the company's operations[101](index=101&type=chunk)[102](index=102&type=chunk) - In the cell culture medium products and CDMO services sectors, the company faces competition from large international technology companies and new market entrants, which may lead to a decrease in product and service prices, thereby reducing the company's gross profit margin and adversely affecting profitability[103](index=103&type=chunk) [Macroeconomic Environment Risks](index=33&type=section&id=Macroeconomic%20Environment%20Risks) Macroeconomic risks include exchange rate fluctuations, as foreign currency sales can lead to exchange gains/losses from RMB exchange rate changes. Global economic cycles, trade protectionism, and geopolitical issues may also negatively impact profitability - Some of the company's product sales are settled in foreign currency; as the scale of the company's overseas sales continues to expand in the future, significant changes in the RMB exchange rate will cause fluctuations in foreign currency-denominated product prices and lead to exchange gains or losses, thereby affecting the company's operating performance[104](index=104&type=chunk) - The current global economy is undergoing cyclical fluctuations, and risks of trade protectionism and international trade frictions will persist, which may adversely affect the company's profitability[105](index=105&type=chunk) [Other Significant Risks](index=33&type=section&id=Other%20Significant%20Risks) Other significant risks include potential improper control by actual controllers Xiao Zhihua and his wife, who collectively hold 32.0814% of shares and key management roles, potentially influencing company decisions. Additionally, the ongoing major asset restructuring faces uncertainties regarding approval, performance commitments, and goodwill impairment - As of the end of the reporting period, Xiao Zhihua directly holds **24.9249%** of the company's shares, and Xiao Zhihua and HE YUNFEN (贺芸芬)夫妇 indirectly control **7.1565%** of the company's shares through Wenshi Enterprise, totaling **32.0814%** of the company's shares[106](index=106&type=chunk) - The actual controllers may use their position to exert significant influence on the company's development strategy, technology R&D, operational decisions, personnel arrangements, profit distribution, related party transactions, and external investments; if they improperly exercise their control, it may affect or even harm the interests of the company and public shareholders[106](index=106&type=chunk) - The company plans to acquire **100%** of Pengli Biomedical Technology (Shanghai) Co., Ltd. via share issuance and cash payment, and raise supporting funds; this transaction is subject to multiple conditions for completion, including but not limited to approval risks, risks of the transaction being suspended, terminated, or canceled, risks of performance commitments not being met, risks of performance compensation not fully covering the transaction consideration, and goodwill impairment risks[107](index=107&type=chunk)[108](index=108&type=chunk) [Major Operating Performance During the Reporting Period](index=34&type=section&id=Major%20Operating%20Performance%20During%20the%20Reporting%20Period) In H1 2025, revenue grew 23.77% to 177.75 million yuan, and net profit attributable to the parent company increased 55.55% to 37.55 million yuan, driven by product sales and optimized expense control. Asset-liability structure remained stable, but cash decreased due to increased financial investments, while non-current assets due within one year and fixed assets significantly increased - During the reporting period, the company achieved operating revenue of **177,748,084.02 yuan**, a year-on-year increase of **23.77%**; net profit attributable to the parent company was **37,546,898.62 yuan**, a year-on-year increase of **55.55%**[109](index=109&type=chunk) - Operating revenue grew significantly, primarily due to the strong performance of the cell culture product business, especially deepening cooperation with overseas clients. CDMO services also made significant progress[111](index=111&type=chunk) - Management expenses decreased by **34.03%** compared to the same period last year, mainly because the debugging and operating costs of the company's fundraising project "OPM Biosciences CDMO Biopharmaceutical Commercial Production Platform" were recorded as management expenses in the same period last year, but are now entirely accounted for as operating costs this year[111](index=111&type=chunk) - The change in monetary funds was mainly due to increased investment in entrusted wealth management; the increase in non-current assets due within one year was mainly due to increased investment in large-denomination certificates of deposit and the reclassification of some large-denomination certificates of deposit maturing within one year from other non-current assets to non-current assets due within one year[116](index=116&type=chunk) - The changes in fixed assets and construction in progress were mainly due to the completion and acceptance of the company's innovative drug base project and the completion of equipment installation at the wholly-owned subsidiary OPM Biosciences Taicang[116](index=116&type=chunk) - The company and/or its wholly-owned subsidiary OPM Biosciences Bioengineering plans to jointly establish the Aochuang Xiandao Fund with Shanghai Tengxin Zhiyao Enterprise Management Consulting Partnership (Limited Partnership) and other partners, primarily focusing on direct or indirect equity or quasi-equity investments in early to mid-stage projects and M&A projects in biomanufacturing, pharmaceutical equipment and consumables, biopharmaceuticals, and related investment activities in China[125](index=125&type=chunk) [Analysis of Financial Statement Account Changes](index=34&type=section&id=Analysis%20of%20Financial%20Statement%20Account%20Changes) In the reporting period, operating revenue grew 23.77%, while operating costs increased 33.41%. Selling expenses slightly rose 5.12%, management expenses decreased 34.03%, and R&D expenses surged 56.97%. Net operating cash flow increased 271.78%, net investing cash flow decreased 23.09%, and net financing cash flow increased 53.13% - 2025 H1 Financial Statement Related Account Changes | Account | Current Period (Yuan) | Prior Year Period (Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 177,748,084.02 | 143,608,281.60 | 23.77 | | Operating Cost | 76,710,518.73 | 57,499,840.21 | 33.41 | | Selling Expenses | 13,157,033.16 | 12,516,182.66 | 5.12 | | Management Expenses | 28,523,400.76 | 43,234,140.62 | -34.03 | | R&D Expenses | 24,142,172.25 | 15,380,364.44 | 56.97 | | Financial Expenses | -10,473,209.75 | -11,353,033.46 | 7.75 | | Net Cash Flow from Operating Activities | 61,343,919.97 | 16,500,204.68 | 271.78 | | Net Cash Flow from Investing Activities | -350,872,591.83 | -285,047,272.50 | -23.09 | | Net Cash Flow from Financing Activities | -28,942,181.06 | -61,754,411.66 | 53.13 | - Operating revenue grew significantly, primarily due to the strong performance of the cell culture product business, especially deepening cooperation with overseas clients. CDMO services also made significant progress[111](index=111&type=chunk) - Management expenses decreased by **34.03%** compared to the same period last year, mainly because the debugging and operating costs of the company's fundraising project "OPM Biosciences CDMO Biopharmaceutical Commercial Production Platform" were recorded as management expenses in the same period last year, but are now entirely accounted for as operating costs this year[111](index=111&type=chunk) - R&D expenses increased by **56.97%** compared to the same period last year, primarily due to the company's continuous investment and expansion in R&D, including expanding the R&D team, continuously optimizing existing culture medium products, actively exploring and developing new products to further enrich the product line, and expanding the scope and depth of CDMO services[112](index=112&type=chunk) - The change in net cash flow from operating activities was mainly due to increased sales revenue, improved collections, and the recovery of letter of guarantee deposits[112](index=112&type=chunk) - The change in net cash flow from investing activities was mainly due to the company's increased investment in wealth management in H1 2025[114](index=114&type=chunk) - The change in net cash flow from financing activities was mainly due to the company's share repurchase in Q1 2024, which was completed in October 2024, and no further share repurchases in H1 2025[114](index=114&type=chunk) [Analysis of Assets and Liabilities](index=35&type=section&id=Analysis%20of%20Assets%20and%20Liabilities) Total assets and net assets attributable to shareholders slightly increased. Monetary funds decreased 36.66% to 564.44 million yuan due to increased entrusted wealth management. Trading financial assets rose 22.89% to 440.04 million yuan. Non-current assets due within one year surged 359.25% to 395.58 million yuan, and fixed assets grew 97.26% to 316.60 million yuan, while construction in progress decreased 99.50% to 0.84 million yuan - 2025 H1 Assets and Liabilities Status | Item Name | Current Period End (Yuan) | Current Period End as % of Total Assets (%) | Prior Year End (Yuan) | Prior Year End as % of Total Assets (%) | Change from Prior Year End (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 564,436,315.09 | 24.52 | 891,143,542.80 | 38.98 | -36.66 | | Trading Financial Assets | 440,036,367.99 | 19.12 | 358,081,124.67 | 15.66 | 22.89 | | Accounts Receivable | 112,777,951.61 | 4.90 | 101,933,396.19 | 4.46 | 10.64 | | Other Receivables | 3,933,049.60 | 0.17 | 8,567,791.89 | 0.37 | -54.09 | | Non-current Assets Due Within One Year | 395,582,852.06 | 17.19 | 86,137,633.55 | 3.77 | 359.25 | | Fixed Assets | 316,600,879.22 | 13.75 | 160,503,035.85 | 7.02 | 97.26 | | Construction in Progress | 843,301.81 | 0.04 | 169,327,829.99 | 7.41 | -99.50 | | Deferred Income Tax Assets | 9,200,493.67 | 0.40 | 3,583,754.86 | 0.16 | 156.73 | | Other Non-current Assets | 102,102,158.21 | 4.44 | 159,613,590.34 | 6.98 | -36.03 | | Taxes Payable | 12,669,167.20 | 0.55 | 6,374,547.52 | 0.28 | 98.75 | - The main reason for the change in monetary funds was the company's increased investment in entrusted wealth management[116](index=116&type=chunk) - The increase in non-current assets due within one year was mainly due to increased investment in large-denomination certificates of deposit and the reclassification of some large-denomination certificates of deposit maturing within one year from other non-current assets to non-current assets due within one year[116](index=116&type=chunk) - The changes in fixed assets and construction in progress were mainly due to the completion and acceptance of the company's innovative drug base project and the completion of equipment installation at the wholly-owned subsidiary OPM Biosciences Taicang[116](index=116&type=chunk) [Investment Status Analysis](index=37&type=section&id=Investment%20Status%20Analysis) Company investment activities primarily involved buying and redeeming trading financial assets, with 1.4 billion yuan purchased and 1.316 billion yuan redeemed this period. Additionally, the company is establishing the Aochuang Xiandao Fund, an industry fund focused on early-to-mid-stage biopharmaceutical projects and M&A, which is still in progress - 2025 H1 Financial Assets Measured at Fair Value | Asset Category | Beginning Balance (Yuan) | Amount Purchased in Current Period (Yuan) | Amount Sold/Redeemed in Current Period (Yuan) | Ending Balance (Yuan) | | :--- | :--- | :--- | :--- | :--- | | Trading Financial Assets | 358,081,124.67 | 1,400,000,000.00 | 1,316,000,000.00 | 440,036,367.99 | | Other Non-current Financial Assets | 43,525,222.24 | - | - | 43,525,222.24 | | Debt Investments | 20,242,191.78 | - | - | 20,040,547.94 | | **Total** | **421,848,538.69** | **1,400,000,000.00** | **1,316,000,000.00** | **503,602,138.17** | - The company and/or its wholly-owned subsidiary OPM Biosciences Bioengineering plans to jointly establish the Aochuang Xiandao Fund with its own funds, primarily focusing on direct or indirect equity or quasi-equity investments in early to mid-stage projects and M&A projects in biomanufacturing, pharmaceutical equipment and consumables, biopharmaceuticals, and related investment activities in China[125](index=125&type=chunk) - As of the end of the reporting period, the establishment and preparation of the aforementioned industry fund are still in progress[125](index=125&type=chunk) [Analysis of Major Holding and Participating Companies](index=38&type=section&id=Analysis%20of

本公司监事会及全体监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、准确性和完整性依法承担法律责任。 证券代码：688293 证券简称：奥浦迈 公告编号：2025-061 上海奥浦迈生物科技股份有限公司 第二届监事会第十次会议决议公告 （2）公司2025年半年度报告公允反映了公司报告期内的财务状况和经营成 果，所包含的信息从各个方面真实的反映出公司报告期内的经营情况和财务状况 等事项。 （3）公司2025年半年度报告所披露的信息真实、准确、完整，不存在虚假 记载、误导性陈述或重大遗漏。 一、监事会会议召开情况 上海奥浦迈生物科技股份有限公司（以下简称"奥浦迈"或"公司"）第二 届监事会第十次会议于2025年8月21日通过现场表决与通讯相结合的方式召开。 本次会议通知及相关资料已于2025年8月11日送达全体监事。本次会议由监事会 主席梁欠欠女士召集并主持，会议应出席监事3名，实际出席监事3名，本次会议 的召集、召开方式符合相关法律、行政法规、部门规章、规范性文件和《公司章 程》的规定，会议决议合法有效。 二、监事会会议审议情况 经与会监事审议表决，形成的会议决议如下： 1、审 ...

上海奥浦迈生物科技股份有限公司 第二届董事会独立董事专门会议第四次会议决议 上海奥浦迈生物科技股份有限公司（以下简称"公司"）第二届董事会独立董事 专门会议第四次会议于 2025 年 8 月 21 日通过线上通讯会议的方式召开。本次会议 应到独立董事 3 人，实到独立董事 3 人。本次会议的召集、召开程序符合相关法律、 行政法规、部门规章、规范性文件以及《上海奥浦迈生物科技股份有限公司独立董 事工作制度》的规定。 上述议案尚需提交公司董事会审议。 上海奥浦迈生物科技股份有限公司董事会 独立董事：陶化安、张元兴、李晓梅 经与会独立董事审议表决，形成的会议决议如下： 2025 年 8 月 21 日 一、审议通过了《关于调整 2025 年度部分日常关联交易预计额度的议案》 基于公司 2025 年生产经营实际需要，结合 2025 年上半年业务推进的实际情况， 同时基于对 2025 年下半年公司业务的合理预计，公司拟对 2025 年度日常关联交易 预计额度进行调整，其中向苏州海星生物科技有限公司销售商品的预计金额由 5.00 万元调增至 100.00 万元，向纳谱分析技术（苏州）有限公司购买原材料的预计金额 由 30. ...

证券代码：688293 证券简称：奥浦迈 公告编号：2025-060 上海奥浦迈生物科技股份有限公司 第二届董事会第十一次会议决议公告 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、准确性和完整性依法承担法律责任。 一、董事会会议召开情况 上海奥浦迈生物科技股份有限公司（以下简称"奥浦迈"或"公司"）第二 届董事会第十一次会议于2025年8月21日通过现场表决与通讯相结合的方式召开。 本次会议通知及相关资料已于2025年8月11日送达全体董事。本次会议由董事长 肖志华先生召集并主持，会议应出席董事7名，实际出席董事7名，本次会议的召 集、召开方式符合相关法律、行政法规、部门规章、规范性文件和《公司章程》 的规定，会议决议合法有效。 二、董事会会议审议情况 经与会董事审议表决，形成的会议决议如下： 1、审议通过了《关于公司<2025年半年度报告及其摘要>的议案》 董事会对公司2025年半年度报告及其摘要进行审核并发表书面意见，董事会 认为： （1）公司严格按照各项法律法规、规章制度等的要求规范运作，公司2025 年半年度报告及摘要的编制和审议程序符合相关法 ...

Core Viewpoint - Pengli Biopharmaceutical Technology (Shanghai) Co., Ltd. is pursuing a backdoor listing through acquisition by Aopumai after failing to list on the Sci-Tech Innovation Board, with the latest valuation and performance data drawing attention [1][3][7]. Group 1: Acquisition Details - Aopumai plans to acquire 100% of Pengli Biopharmaceutical through a combination of issuing shares and cash payments to 31 parties, including PL HK and Sequoia Capital [3]. - The acquisition aims to enhance Aopumai's business by integrating its cell culture products and services with Pengli's preclinical CRO services, creating significant synergies [4]. Group 2: Financial Performance - In 2022 and 2023, Pengli reported revenues of 256 million and 311 million yuan, with net profits of approximately 57.17 million and 56.88 million yuan, indicating a slight decline in 2023 [7]. - For the period of January to November 2024, Pengli's revenue was about 274 million yuan, with net profit around 35.31 million yuan, showing a gap compared to the full-year performance of 2023 [7]. Group 3: IPO and Valuation - Pengli's IPO was initially valued at over 3.2 billion yuan but faced a reduction in valuation during the IPO process, with the latest estimated valuation and transaction price still pending completion of audits [5][6]. - The company aimed to raise up to 601 million yuan for various projects, but the valuation at the time of the IPO was approximately 2.4 billion yuan, reflecting a significant decrease from previous funding rounds [6]. Group 4: Industry Context - The CRO industry is experiencing intense competition, leading to market share battles and compressed profit margins, alongside challenges such as talent shortages and tight funding [8]. - Aopumai is also facing a projected decline in net profit for 2024, estimated at around 20.33 million yuan, representing a decrease of approximately 62.37% year-on-year [8].

每经AI快讯，8月12日，CRO指数盘中显著回调，现跌2.21%。成分股普遍走弱，成都先导跌4.14%、金 凯生科跌3.84%、阳光诺和跌3.82%、益诺思跌3.31%、奥浦迈跌2.86%领跌。 （文章来源：每日经济新闻） ...

Group 1 - The company plans to acquire 100% equity of Pengli Biopharmaceutical Technology (Shanghai) Co., Ltd. through a combination of issuing shares and cash payment [1][2] - The company has received an inquiry letter from the Shanghai Stock Exchange regarding the asset acquisition and fundraising, which requires a response within one month [2] - Due to the complexity of the issues raised in the inquiry letter, the company has applied for a one-month extension to submit its response [2][3] Group 2 - The completion of the transaction is subject to multiple conditions, including approval from the Shanghai Stock Exchange and registration consent from the China Securities Regulatory Commission [2] - The company commits to timely information disclosure in accordance with relevant laws and regulations as the transaction progresses [3]