Group 1 - The company announced a profit distribution plan for the first half of 2025, proposing a cash dividend of 0.23 yuan per share (tax included) [2] - The record date for the dividend is set for September 12, 2025, with the ex-dividend date and payment date both on September 15, 2025 [2]

重要内容提示： 证券代码：688293 证券简称：奥浦迈 公告编号：2025-083 上海奥浦迈生物科技股份有限公司 2025年半年度权益分派实施公告 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。 每股现金红利0.23000元 | 股权登记日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | | 2025/9/12 | 2025/9/15 | 2025/9/15 | 一、通过分配方案的股东大会届次和日期 本次利润分配方案经公司2025 年 5 月 9 日的2024年年度股东大会审议通过。 二、分配方案 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任 公司上海分公司（以下简称"中国结算上海分公司"）登记在册的本公司全体股东。 3、分配方案： 本次利润分配以方案实施前的公司总股本113,548,754股为基数，向全体股东 是否涉及差异化分红送转：否 每股分配比例 1、发放年度：2025年半年度 2、分派对象： 相关日期 3、扣税说明 每股派发现金红利0.23000元（含税）， ...

优化，成就与众不同 Optimization Makes Differences 证券代码：688293 证券简称：奥浦迈 | 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 6 | | | 议案 8 | 1： | | 《关于续聘公司会计师事务所的议案》 8 | | 上海奥浦迈生物科技股份有限公司 2025 年第二次临时股东大会 会议资料 二〇二五年九月 1 优化，成就与众不同 Optimization Makes Differences 上海奥浦迈生物科技股份有限公司 2025 年第二次临时股东大会会议须知 为了维护全体股东的合法权益，确保股东大会的正常秩序和议事效率，保证 大会的顺利进行，根据《中华人民共和国公司法》《中华人民共和国证券法》《上 市公司股东会规则》以及《上海奥浦迈生物科技股份有限公司章程》《上海奥浦 迈生物科技股份有限公司股东大会议事规则》等相关规定，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"）特制定本次股东大会会议须知： 一、为确认出席大会的股东或其代理人或其他出席者的出席资格，会议工作 人员 ...

Core Viewpoint - The biopharmaceutical sector experienced a significant increase of 3.06% on September 5, with Sanofi leading the gains [1] Group 1: Market Performance - The Shanghai Composite Index closed at 3812.51, up 1.24% [1] - The Shenzhen Component Index closed at 12590.56, up 3.89% [1] Group 2: Individual Stock Performance - Sanofi (688336) closed at 61.60, with a rise of 11.80% and a trading volume of 165,400 shares, totaling a transaction value of 9.62 billion [1] - Changchun High-tech (000661) closed at 128.00, increasing by 7.53% with a trading volume of 270,100 shares [1] - Junshi Biosciences (688180) closed at 48.00, up 7.38% with a trading volume of 252,900 shares, totaling 1.17 billion [1] - Tibet Pharmaceutical (600211) closed at 50.48, rising by 7.13% with a trading volume of 220,200 shares, totaling 1.08 billion [1] - Other notable stocks include: - Rongan Bio (688331) at 92.17, up 4.32% [1] - Kexing Pharmaceutical (688136) at 42.27, up 4.14% [1] Group 3: Capital Flow - The biopharmaceutical sector saw a net inflow of 231 million from institutional investors, while retail investors experienced a net outflow of 25.77 million [1]

Core Viewpoint - The company is facing internal dissent regarding its proposed acquisition of 100% equity in Chengli Bio, with independent director Tao Hua'an expressing concerns about the necessity of the merger at this stage [1][2][3]. Group 1: Acquisition Proposal - The company plans to acquire 100% equity of Chengli Bio for a total transaction price of 1.4505 billion yuan, with 710 million yuan to be paid in cash [3]. - The acquisition aims to enhance the company's client resources in preclinical research and expand its customer base for cell culture products and CDMO services [4]. - Tao Hua'an has consistently voted against or abstained from the acquisition proposals, arguing that the company does not currently require such a merger [2][5]. Group 2: Financial Performance - The company's net profit for 2024 was reported at 21.0523 million yuan, a decrease of 61.04% year-on-year, while the net profit after deducting non-recurring gains and losses was 6.5859 million yuan, down 81.03% year-on-year [4]. - The company has faced significant losses in its CDMO business, with a 40.80% year-on-year decrease in operating profit [4]. - The company reported a substantial impairment loss of 9.5369 million yuan for its CDMO asset group, marking a 2176% increase year-on-year [6]. Group 3: Market Conditions - The CRO business of Chengli Bio is facing intense competition domestically, and there are uncertainties in its overseas operations [5]. - The global CDMO industry has entered a downturn since 2023, leading to a reassessment of the company's investment strategies and a reduction in planned capacity [6].

Group 1 - The company held its 13th meeting of the second board on September 2, 2025, where all 7 directors attended, confirming the legality and validity of the meeting [2][4] - The board approved the adjustment of the fundraising plan for the acquisition, reducing the total amount to 362.05 million yuan, with cash payment and fees adjusted accordingly [2][5] - The board confirmed that the adjustments do not constitute a major change to the transaction plan, as there are no changes to the target assets or transaction parties [5][20] Group 2 - The company’s supervisory board also convened on September 2, 2025, with all 3 supervisors present, and unanimously approved the same adjustments made by the board [13][16] - The independent financial advisor confirmed that the adjustments do not constitute a major change according to relevant regulations [22] - The company plans to acquire 100% equity of Pengli Bio-pharmaceutical Technology (Shanghai) Co., Ltd. through a combination of share issuance and cash payment [19][24]

证券代码：688293 证券简称：奥浦迈 公告编号：2025-080 上海奥浦迈生物科技股份有限公司 关于本次交易方案调整不构成重大调整的公告 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"公司"或"上市公司"）拟 通过发行股份及支付现金方式购买澎立生物医药技术（上海）股份有限公司（以 下简称"澎立生物"或"标的公司"）100.00%股权（以下简称"本次发行股份及 支付现金购买资产"），并向不超过 35 名特定投资者发行股票募集配套资金（以 下简称"本次募集配套资金"，与本次发行股份及支付现金购买资产合称"本次 交易"）。 次会议，审议通过《关于调整公司发行股份及支付现金购买资产并募集配套资金 具体方案的议案》《关于确认公司本次交易方案调整不构成重大调整的议案》等 相关议案，对本次交易方案进行了调整。具体情况如下： 一、本次交易方案调整的具体内容 （一）本次募集配套资金金额 项 调整前 调整后 目 公司本次配套募集资金总额不超过 公司本次配套募集资金总额不超过 （二）本次募集配套 ...

Core Viewpoint - The company plans to acquire 100% equity of Pengli Biopharmaceutical Technology (Shanghai) Co., Ltd. through a combination of issuing shares and cash payment, while also raising supporting funds from no more than 35 specific investors [1][2]. Group 1 - The company has received an inquiry letter from the Shanghai Stock Exchange regarding the proposed transaction, which includes the issuance of shares and cash payment for asset acquisition [1][2]. - The company and related intermediaries have responded to the inquiry letter by providing detailed explanations and revisions to the transaction draft [2]. - The transaction is subject to multiple conditions, including approval from the Shanghai Stock Exchange and registration consent from the China Securities Regulatory Commission, which introduces uncertainty regarding the final approval and registration timeline [2].

Core Viewpoint - The adjustment of the transaction plan by Shanghai Aopumai Biotechnology Co., Ltd. does not constitute a significant change to the restructuring plan, as confirmed by the independent financial advisor [2][5]. Summary by Sections Transaction Plan Adjustment Details - The total amount of funds raised through the transaction has been reduced from 730 million yuan to 362.05 million yuan [3]. - The allocation of the raised funds has been modified, with the payment for cash consideration and taxes now accounting for a larger percentage of the total funds raised [3]. Fundraising Amount and Usage - The adjusted fundraising amount is 362.05 million yuan, with 1.48 million yuan allocated for intermediary fees, representing 4.08% of the total [3]. - The previous plan allocated 2 million yuan for intermediary fees, which was 2.74% of the total [3]. Confirmation of No Significant Adjustment - The adjustment does not involve changes to the transaction parties or the scope of the target assets, nor does it introduce new fundraising amounts, thus it is not considered a significant adjustment under relevant regulations [4][5]. - The criteria for determining significant adjustments to restructuring plans were referenced, confirming that the current adjustments fall within acceptable limits [4]. Decision-Making Process for the Adjustment - The adjustment was approved in the 13th meeting of the second board of directors and the 12th meeting of the second supervisory board, following prior review by the strategic committee and independent directors [5]. Independent Financial Advisor's Opinion - The independent financial advisor has verified that the transaction plan adjustment does not constitute a significant change according to the relevant regulations [5].

Core Viewpoint - The report provides an independent financial advisory opinion regarding Shanghai Aopumai Biotechnology Co., Ltd.'s issuance of shares and cash payment for asset acquisition, emphasizing the fairness and reasonableness of the transaction for all shareholders [1][2][3]. Group 1: Transaction Overview - The transaction involves the acquisition of 100% equity of Pengli Biotechnology by issuing shares and cash, along with raising supporting funds [10][20]. - The total transaction price for the acquisition is approximately 1.45 billion yuan, with the payment structured through both shares and cash [18][19]. Group 2: Compliance with Regulations - The transaction complies with the relevant provisions of the Major Asset Restructuring Management Measures and does not constitute a restructuring listing as defined by the regulations [14][15]. - The transaction has been assessed to meet the requirements of the Science and Technology Innovation Board's continuous supervision measures and listing rules [21]. Group 3: Financial and Operational Impact - The acquisition is expected to enhance the company's asset quality and operational capabilities, allowing for a more comprehensive service offering in the biopharmaceutical sector [15][16]. - The target company, Pengli Biotechnology, specializes in preclinical drug research services, which aligns with the acquirer's existing business in cell culture and contract development manufacturing (CDMO) [8][20]. Group 4: Independent Advisory and Due Diligence - The independent financial advisor has conducted thorough due diligence and confirmed that the transaction's terms are fair and reasonable, ensuring no substantial discrepancies with disclosed documents [2][11]. - The advisor's opinion is based on the assumption that all parties involved will adhere to their contractual obligations and that the provided information is accurate and complete [3][4].