Core Viewpoint - The company is currently not in a position to pursue acquisitions, as indicated by the independent director's repeated opposition to the proposed acquisition of Pengli Bio [1][2] Group 1: Acquisition Details - The company plans to acquire 100% of Pengli Bio for approximately 1.45 billion yuan, with an estimated valuation of 1.452 billion yuan by the end of 2024, reflecting a 56.62% increase in value [1] - The independent director has expressed concerns about the necessity of the acquisition, stating that the company does not require it at this stage [1] Group 2: Financial Performance - In the first three quarters of the year, the company reported revenue of approximately 272 million yuan, representing a year-on-year growth of 25.79%, and a net profit of about 49.43 million yuan, up 81.48% year-on-year [2] - Following the acquisition, the company expects to recognize goodwill of 555 million yuan, which would account for 849.41% of the projected net profit for 2024 [2] Group 3: Industry Context - The CRO industry is characterized by intense competition and significant market segmentation, with a rising risk of price wars due to stringent cost control from downstream clients [2] - The company faces potential risks related to the target company's performance, including the possibility of goodwill impairment if the acquired company's operational results are poor [2]

Core Viewpoint - Aopu Mai's acquisition of 100% equity in Pengli Biopharmaceutical Technology (Shanghai) Co., Ltd. for a total of 1.451 billion yuan is progressing, but concerns arise due to the expected goodwill of approximately 555 million yuan and the declining performance of Pengli Biopharmaceutical [1][3][4]. Group 1: Acquisition Details - The acquisition involves issuing shares and cash payments to 31 parties for the purchase of Pengli Biopharmaceutical's equity, with a transaction price of approximately 1.451 billion yuan [3]. - As of December 31 last year, Pengli Biopharmaceutical's book value of equity was 927 million yuan, with an assessed value of 1.452 billion yuan, resulting in an assessed increase of 525 million yuan, representing a 56.62% increase [3][4]. - Aopu Mai aims to leverage Pengli's clinical research client resources to promote its cell culture products and biopharmaceutical CDMO services, thereby expanding its potential customer base and early-stage research pipeline [3]. Group 2: Financial Implications - The expected goodwill of approximately 555 million yuan will account for 13.74% of Aopu Mai's total assets and 19.55% of its net assets as of the end of last year, and it represents 849.41% of the projected net profit for 2024 [4]. - Pengli Biopharmaceutical's revenue for 2023-2024 and the first half of this year was 318 million yuan, 331 million yuan, and 187 million yuan, with net profits of 59.75 million yuan, 44.51 million yuan, and 23.86 million yuan, respectively [5][6]. - The gross profit margins for Pengli Biopharmaceutical's main business were 47.3%, 42.98%, and 43.58%, indicating a decline due to factors such as revenue structure and pricing [6]. Group 3: Performance Risks - The independent director, Tao Hua'an, has repeatedly voted against the acquisition, expressing concerns about the necessity of the merger at this stage, which adds uncertainty to the transaction [1][8]. - The performance of Pengli Biopharmaceutical is under scrutiny, as its profitability is influenced by various factors, including policy environment and market demand, raising the risk of not meeting the promised net profit targets for 2025-2027 [6][7]. - Aopu Mai's own performance has shown a decline over the past two years, with revenues of approximately 243 million yuan, 297 million yuan, and 272 million yuan, and net profits of approximately 54 million yuan, 21 million yuan, and 49 million yuan for the same periods [7].

Core Viewpoint - The acquisition of 100% equity of Chengli Bio by Aopumai for 1.4505 billion yuan has been approved, despite ongoing controversies regarding the necessity and strategic rationale of the merger [2][3]. Group 1: Acquisition Details - The acquisition proposal includes a differentiated valuation mechanism, with pricing for Chengli Bio's shareholders ranging from 1.23 billion yuan to 2.18 billion yuan, reflecting a significant variance of 77.24% [2][15]. - The deal has faced opposition from independent director Tao Hua'an, who questioned the necessity of the acquisition, suggesting that Aopumai should focus on improving its existing CDMO and culture medium businesses instead [3][6]. Group 2: Business Performance and Strategy - Aopumai's CDMO business has been under pressure, with a 10.03 million yuan impairment charge due to insufficient fixed asset utilization in 2024, and it has not yet turned profitable [3]. - The culture medium business has shown a growth rate of approximately 30%, generating 239 million yuan in revenue in the first three quarters of 2025, but faces competition from both international giants and domestic alternatives [3][6]. Group 3: Strategic Rationale for the Acquisition - Aopumai argues that the acquisition is aimed at capitalizing on the cyclical bottom of the CRO industry and enhancing long-term service capabilities through business synergies, rather than providing a short-term boost to CDMO capacity [5][8]. - The acquisition is expected to facilitate Aopumai's entry into the global market by leveraging Chengli Bio's established overseas channels, particularly in North America, where Chengli Bio has a strong presence [10][11]. Group 4: Financial Implications and Shareholder Dynamics - The valuation of Chengli Bio has significantly decreased, with the total consideration of 1.4505 billion yuan representing a 55% drop from its last financing round valuation of 3.22 billion yuan [12][15]. - Differentiated pricing was introduced to address the conflicting interests of early and late-stage investors, with varying performance compensation responsibilities based on the valuation at which they entered [16][18]. Group 5: Market Position and Future Outlook - Aopumai has successfully entered Merck's supplier system, indicating progress in establishing its market position [11]. - The future success of the acquisition will depend on Aopumai's ability to realize business synergies and improve the performance of its CDMO segment, which remains a critical challenge [23].

Core Viewpoint - Aopu Mai (688293) is progressing with its acquisition of 100% equity in Pengli Biopharmaceutical Technology (Shanghai) Co., Ltd. for a total of 1.451 billion yuan, but faces concerns regarding goodwill impairment and the declining performance of the target company [1][5][6]. Group 1: Acquisition Details - The acquisition involves issuing shares and cash payments to 31 parties for the purchase of Pengli Biopharmaceutical's equity, with a transaction price of approximately 1.451 billion yuan [5]. - After the transaction, Aopu Mai expects to add about 555 million yuan in goodwill, which represents 13.74% of the total assets and 19.55% of the net assets as of the end of 2024 [6]. - The valuation of Pengli Biopharmaceutical shows an increase of 5.25 billion yuan, with a valuation rate of 56.62% [5]. Group 2: Financial Performance of Target Company - Pengli Biopharmaceutical's revenue for 2023, 2024, and the first half of 2025 is projected to be 318 million yuan, 331 million yuan, and 187 million yuan, respectively, with net profits of 59.75 million yuan, 44.51 million yuan, and 23.86 million yuan [7]. - The gross profit margins for Pengli Biopharmaceutical are 47.3%, 42.98%, and 43.58% for the same periods, indicating a decline due to various factors [7]. - The performance commitment agreement stipulates that the target company must achieve net profits of at least 52 million yuan, 65 million yuan, and 78 million yuan for the years 2025 to 2027 [7]. Group 3: Independent Director's Concerns - Independent director Tao Hua'an has consistently voted against the acquisition, expressing that the company does not currently need to pursue mergers and acquisitions [9]. - The independent director's repeated opposition raises concerns about the transaction's acceptance and potential uncertainties [9]. - The board's approval of the revised acquisition proposal occurred despite the independent director's dissenting votes, indicating a divide in opinion regarding the merger's necessity [9].

Core Viewpoint - The announcement from Aopumai (688293.SH) regarding the resolutions from the 16th meeting of the second board of directors highlights significant disagreements, particularly from independent director Tao Hua'an, who opposed both key proposals related to asset acquisition and fundraising [1] Group 1: Meeting Outcomes - The board meeting was held on November 10, 2025, with all seven directors present [1] - The first proposal regarding the issuance of shares and cash for asset acquisition was approved with a vote of 6 in favor, 1 against, and 0 abstentions [1] - Independent director Tao Hua'an cast the only dissenting vote, stating that the company currently does not have a necessity for acquisitions [1] - The second proposal, related to fundraising, was passed with 6 votes in favor, 0 against, and 1 abstention [1] - Tao Hua'an also abstained from the second proposal for the same reasons as the first [1] Group 2: Proposal Details - The revisions to the proposals were prompted by the completion of asset valuation work by the appraisal agency on the identifiable net assets of the target company, Pengli Bio [1] - The company incorporated further review comments from the Shanghai Stock Exchange into the proposals [1] - Prior to the board meeting, the proposals had already been reviewed by the company's strategic committee, audit committee, and a special meeting of independent directors, and were authorized by the company's first extraordinary general meeting of 2025, thus not requiring further shareholder approval [1]

Core Viewpoint - The independent director of Aopumai, Tao Hua'an, voted against and abstained from two proposals related to the acquisition of 100% equity of Pengli Bio, indicating a lack of necessity for the merger at this stage [2][8]. Group 1: Acquisition Details - Aopumai plans to acquire 100% equity of Pengli Bio through a combination of issuing shares and cash payment, with a total transaction value of 14.505 billion yuan [5][6]. - The valuation of Pengli Bio's 100% equity is assessed at 14.52 billion yuan, and the company aims to raise 362 million yuan in supporting funds [6][10]. - Aopumai employs a "differentiated pricing" model for the acquisition, with 64.78% of Pengli Bio's equity priced at 1.007 billion yuan after negotiations [6][10]. Group 2: Strategic Implications - The acquisition is intended to enhance Aopumai's sales flow for cell culture products, improve customer loyalty, and gradually increase the capacity utilization of its CDMO (Contract Development and Manufacturing Organization) business [7]. - The strategic goal is to achieve synergy between cell culture products and CRDMO (Contract Research, Development, and Manufacturing) [7]. Group 3: Independent Director's Concerns - Tao Hua'an has consistently voted against or abstained from votes regarding the acquisition, citing that the company does not currently require a merger to achieve its primary objectives of improving cell culture product profitability and reducing CDMO losses [8][9]. - He expressed concerns that the acquisition would not directly enhance Aopumai's capacity utilization, which is critical for reversing the decline in CDMO performance [9].

Core Viewpoint - Aopu Mai announced its participation in establishing an industrial fund with a total fundraising target of 1 billion RMB, with the company planning to contribute up to 30 million RMB, representing a maximum of 30% of the fund's total size [2] Group 1 - The second board meeting and the fifth supervisory board meeting of Aopu Mai will be held on October 30, 2024, to review the proposal for participating in the establishment of the industrial fund [2] - The fund is tentatively named Shanghai Aochuang Qianjing Venture Capital Partnership (Limited Partnership) and is currently registered as Shanghai Aochuang Xiandao Venture Capital Partnership (Limited Partnership) [2] - Aopu Mai's wholly-owned subsidiary, Aopu Mai Biological Engineering, will act as a limited partner in the fund [2] Group 2 - The company has signed a partnership agreement with several entities, including Shanghai Tengxin Zhiyao Enterprise Management Consulting Partnership (Limited Partnership) and Shanghai Guotou Xiandao Biomedical Private Equity Investment Fund Partnership (Limited Partnership) [2] - The total fundraising scale of the fund is expected to reach 1 billion RMB [2] - Aopu Mai's investment will not exceed 30% of the total fund size, capped at 30 million RMB [2]

Core Viewpoint - The company Aopumai (688293.SH) announced plans to acquire 100% equity of Chengli Biopharmaceutical Technology (Shanghai) Co., Ltd. through a combination of share issuance and cash payment, with the transaction still subject to multiple approval processes, leading to uncertainty regarding its final implementation [1][2]. Group 1 - The company has completed the revision of its response to the inquiry letter from the Shanghai Stock Exchange regarding the transaction [1]. - The asset evaluation of Chengli Biopharmaceutical's identifiable net assets has been completed, prompting the company to supplement and revise parts of its response based on further feedback from the exchange [1]. - The revised response documents have been published on the Shanghai Stock Exchange's website [1]. Group 2 - The implementation of the transaction is contingent upon several prerequisites, including approval from the Shanghai Stock Exchange and registration consent from the China Securities Regulatory Commission [2]. - The company has emphasized the uncertainty surrounding the approval and registration timeline for the transaction [2]. - The company will adhere to legal and regulatory requirements for timely information disclosure based on the transaction's progress [2].

独立财务顾问 二零二五年十一月 关于上海奥浦迈生物科技股份有限公司 发行股份及支付现金购买资产并募集配套资金 的审核问询函的回复（修订稿） 上海证券交易所： 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"）于 2025 年 7 月 10 日收到上海证券交易所（以下简称"上交所"）下发的《关于上海奥浦 迈生物科技股份有限公司发行股份及支付现金购买资产并募集配套资金的审核 问询函》（上证科审（并购重组）〔2025〕24 号）（以下简称"《审核问询函》"）。 公司已会同国泰海通证券股份有限公司（以下简称"国泰海通"或"独立财务顾 问"）、上海市方达律师事务所（以下简称"律师事务所"或"法律顾问"或"律 师"）、立信会计师事务所（特殊普通合伙）（以下简称"立信会计师"或"会计 师事务所"或"会计师"）、上海东洲资产评估有限公司（以下简称"东洲评估" 或"评估机构"或"评估师"）进行了认真研究和落实，并按照问询函的要求在 《上海奥浦迈生物科技股份有限公司发行股份及支付现金购买资产并募集配套 资金报告书》（草案）中进行了补充披露，对所涉及的问题进行了回复，现提交 贵所，请予以审核。 除非文义另有所指，本问询 ...

证券代码：688293 证券简称：奥浦迈 上市地点：上海证券交易所 上海奥浦迈生物科技股份有限公司 发行股份及支付现金购买资产并募集配套 资金报告书（草案）（修订稿） | 项目 | 交易对方 | | --- | --- | | | PharmaLegacy Hong Kong Limited、嘉兴汇拓企业管理合伙企业 | | | （有限合伙）、红杉恒辰（厦门）股权投资合伙企业（有限合 | | | 伙）、宁波梅山保税港区谷笙澎立投资合伙企业（有限合伙）、 | | | TF PL LTD.、上海高瓴辰钧股权投资合伙企业（有限合伙）、杭 | | | 州泰格股权投资合伙企业（有限合伙）、南通东证富象股权投资 | | | 中心（有限合伙）、江西济麟鑫盛企业管理有限公司、中金启辰 | | | 贰期（苏州）新兴产业股权投资基金合伙企业（有限合伙）、嘉 | | | 兴合拓企业管理合伙企业（有限合伙）、苏州晨岭投资合伙企业 | | | （有限合伙）、德州两仪幂方康健创业投资合伙企业（有限合 | | | 伙）、平阳国凯股权投资合伙企业（有限合伙）、苏州一元幂方 | | 发行股份及支付现金购买资产 | 医药创业投资合伙企业（有限合 ...