Group 1 - The stock price of Aopumai (688293.SH) decreased by 2.58%, closing at 37.77 yuan [1] - Aopumai was listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on September 2, 2022, with an initial public offering (IPO) of 20.4951 million shares at a price of 80.20 yuan per share [1] - The company is currently in a state of share price decline, having fallen below its IPO price [1] Group 2 - Aopumai raised a total of 164.37056 million yuan from its IPO, with a net amount of 151.09448 million yuan after deducting issuance costs [1] - The actual net fundraising amount exceeded the original plan by 100.82794 million yuan, which was initially set at 50.26654 million yuan for various projects [1] - The total issuance costs for Aopumai's IPO amounted to 13.27608 million yuan, including underwriting fees of 11.50594 million yuan [2] Group 3 - Aopumai announced a dividend plan on May 6, 2023, proposing a distribution of 6 yuan (pre-tax) for every 10 shares and a bonus issue of 4 shares, with the ex-dividend date set for May 12, 2023 [2] - The actual controllers of Aopumai are Xiao Zhihua and He Yunfen, who are a married couple, with Xiao holding Chinese nationality and He holding American nationality [2]

Core Viewpoint - The article discusses the rising trend of mergers and acquisitions (M&A) in the investment sector, emphasizing the concept of "differentiated pricing" in transactions, particularly in the context of the acquisition of Pengli Bio by Aopumai [2][3][9]. Group 1: M&A Trends - The investment community is increasingly referring to a "golden age of M&A," driven by a return to reasonable asset valuations and supportive government policies [2][3]. - Aopumai's acquisition of Pengli Bio exemplifies this trend, with the final transaction price set at approximately 1.451 billion yuan, reflecting a significant discount compared to previous valuations [2][9]. Group 2: Differentiated Pricing - The concept of "differentiated pricing" is becoming more common in M&A transactions, allowing for tailored exit strategies for various investors involved in the target company [3][5]. - Aopumai's acquisition involved setting four different pricing tiers for the investors in Pengli Bio, ranging from 1.24 billion yuan to 2.18 billion yuan, showcasing the flexibility in structuring deals [4][12]. Group 3: Case Studies - The article references other similar cases, such as Zhaoyi Innovation's acquisition of Saixin Electronics, which also employed differentiated pricing strategies [5][14]. - The acquisition of Pengli Bio is highlighted as a typical case, with its history of rapid valuation increases followed by a significant discount during the acquisition process [9][10]. Group 4: Market Implications - The article suggests that M&A activities are a means to alleviate market bubbles and provide liquidity to investors who have been trapped in illiquid positions due to a cooling IPO market [11][12]. - The involvement of various institutional investors in Pengli Bio's funding rounds indicates a complex ownership structure, which adds layers of negotiation in M&A transactions [13][10]. Group 5: Future Outlook - The trend of differentiated pricing is expected to continue growing in the M&A landscape, as it provides a practical tool for achieving consensus among diverse stakeholders [6][18]. - The article concludes that the M&A market is likely to remain active, driven by the need for capital flow and the resolution of complex ownership structures in target companies [19][20].

Core Viewpoint - The article discusses the rising trend of mergers and acquisitions (M&A) in the investment sector, highlighting the concept of "differentiated pricing" as a strategic tool in recent transactions, particularly in the context of the acquisition of Pengli Bio by Aopumai [1][2][15]. Group 1: M&A Trends and Market Context - The investment community is increasingly viewing the current period as a "golden age" for M&A, driven by a return to reasonable asset valuations and supportive government policies [1][2]. - Aopumai's acquisition of Pengli Bio exemplifies the trend, with the final transaction price set at approximately 1.451 billion yuan, reflecting a significant discount compared to previous valuations [1][9]. Group 2: Differentiated Pricing Mechanism - The acquisition involved a differentiated pricing strategy, where Aopumai set four tiers of transaction prices for different rounds of investors, ranging from 1.24 billion yuan to 2.18 billion yuan [2][15]. - This approach allows for a more equitable exit for various investors, accommodating their differing investment stages and expectations [2][15]. Group 3: Case Studies and Comparisons - Similar cases, such as the acquisition of Saixin Electronics by Zhaoyi Innovation, also utilized differentiated pricing, indicating a growing trend in the market [4][17]. - The article references the acquisition of Chuangxinwei by Siryipu, which also employed differentiated pricing, showcasing its applicability across various sectors [17]. Group 4: Implications for Investors and Market Dynamics - The differentiated pricing strategy is seen as a practical tool for navigating complex ownership structures and investor expectations, particularly in cases with multiple funding rounds [6][15]. - The case of Pengli Bio illustrates the challenges faced by companies in achieving IPOs, leading to alternative exit strategies through M&A [9][10]. Group 5: Future Outlook - The article suggests that the trend of increased M&A activity, supported by differentiated pricing, is likely to continue, as companies seek to optimize their capital structures and navigate market complexities [22]. - The evolving landscape of M&A is expected to create opportunities for private equity and venture capital professionals, indicating a potential resurgence in the sector [22].

Core Viewpoint - Shanghai Aopumai Biotechnology Co., Ltd. plans to acquire 100% equity of Pengli Biological Medicine 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 [16][17]. Meeting Procedures - The shareholders' meeting is scheduled for June 23, 2025, at 14:00, located at the company's office in Shanghai [8][9]. - Attendees must arrive at least 30 minutes early for registration and verification of their attendance [3][4]. - The meeting will follow a predetermined agenda for discussing and voting on proposals [3][4]. Proposals for Approval - The meeting will review several key proposals, including: - Proposal 1: Compliance with conditions for issuing shares and cash payment for asset acquisition [10][12]. - Proposal 2: Issuing shares and cash payment for asset acquisition [10][12]. - Proposal 3: Approval of the asset acquisition report [11][12]. - Proposal 4: Confirmation that the transaction does not constitute a related party transaction [11][12]. - Proposal 5: Acknowledgment that the transaction is a significant asset restructuring but does not constitute a restructuring listing [11][12]. Financial Details - The total assessed value of Pengli Biological's equity is approximately 1.452 billion yuan, with the final transaction price set at 1.4505 billion yuan [21]. - The share issuance price is determined to be 32.00 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [20][21]. - A total of 23,140,206 shares will be issued as part of the transaction, with cash payments amounting to approximately 740.49 million yuan [21][22]. Voting and Participation - Shareholders and their representatives have the right to speak, inquire, and vote during the meeting, with a limit of two speaking opportunities per person [4][5]. - Voting will be conducted through both on-site and online platforms, ensuring accessibility for all shareholders [6][8].

优化，成就与众不同 Optimization Makes Differences 证券代码：688293 证券简称：奥浦迈 上海奥浦迈生物科技股份有限公司 2025 年第一次临时股东大会 会议资料 二〇二五年六月 1 | 2025 | | 年第一次临时股东大会会议须知 4 | | --- | --- | --- | | 2025 | | 年第一次临时股东大会会议议程 7 | | 议案 | 1： | 11 | | 《关于公司符合发行股份及支付现金购买资产并募集配套资金条件的议案》 11 | | | | 议案 | 2： | 13 | | 《关于公司发行股份及支付现金购买资产并募集配套资金的议案》 13 | | | | 议案 | 3： | 32 | | 《关于公司<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）>及其摘要的议 | | | | 案》 | | 32 | | 议案 | 4： | 33 | | 《关于本次交易不构成关联交易的议案》 33 | | | | 议案 | 5： | 34 | | 《关于本次交易构成重大资产重组但不构成重组上市的议案》 34 | | | | 议案 | 6： | 36 | | 《 ...

Core Viewpoint - Aopu Mai (688293.SH) has announced a plan to acquire 100% equity of Pengli Bio through a combination of issuing shares and cash payment, while also raising supporting funds [1][2][3] Group 1: Transaction Details - The transaction price for acquiring Pengli Bio is set at 145,050.07 million yuan, with an assessed value of 145,200.00 million yuan, reflecting an increase of 52,494.42 million yuan and a valuation increase rate of 56.62% [2] - Aopu Mai plans to raise 73,000.00 million yuan in supporting funds to cover cash payments, taxes, and intermediary fees related to the transaction [3] - The issuance price for the new shares will not be less than 80% of the average trading price over the 20 trading days prior to the pricing date [3] Group 2: Shareholder Structure and Control - Prior to the transaction, there are no related party relationships between the transaction parties and the listed company, and the transaction will not change the control of the company [4] - As of March 31, 2025, the controlling shareholders are Xiao Zhihua and He Yunfen, holding a combined 32.06% of the company's shares [4] Group 3: Historical Financials - Aopu Mai's initial public offering raised a total of 164,370.56 million yuan, with a net amount of 151,094.48 million yuan after deducting issuance costs [5] - The company originally planned to raise 50,266.54 million yuan for various projects, including a CDMO biopharmaceutical production platform and a cell culture R&D center [5]

Group 1 - The core point of the article is that Aopumai's acquisition of Pengli Bio reflects the collective anxiety within the biopharmaceutical industry, as both companies face performance pressures, making the merger appear as a means of mutual support during an industry downturn [2][7] - Aopumai plans to acquire Pengli Bio for 1.451 billion yuan, using a combination of cash and shares, with the board approving the proposal by a vote of 6 to 1, where the dissenting vote raised concerns about the necessity of the acquisition at this stage [2][3] - The acquisition features a differentiated valuation pricing model, where different types of shareholders receive varying valuations based on their roles and risk exposure, which is a departure from the traditional single valuation approach [3][4] Group 2 - Approximately 15 investors in the acquisition face a situation where the acquisition price corresponds to a valuation lower than their investment valuation, indicating a significant drop in value [4][11] - The acquisition valuation of 1.451 billion yuan represents a 54.94% decrease from Pengli Bio's pre-IPO financing valuation of 3.22 billion yuan, highlighting a significant decline in perceived value [11] - Aopumai's core business has shown a revenue increase of 22.26% to 297 million yuan in 2024, but the net profit has decreased by 61.04% to 21.05 million yuan, indicating underlying financial challenges [8][10] Group 3 - Both Aopumai and Pengli Bio are positioned within the CXO industry, facing similar growth challenges and complementing each other's business models, which enhances the strategic rationale for the merger [7][13] - The acquisition includes a performance commitment mechanism where 31 shareholders are involved, requiring Pengli Bio to achieve specific profit targets over the next three years, which adds a layer of accountability to the transaction [6][12] - The independent director's dissenting vote signals a cautious approach to the transaction, questioning the strategic necessity and potential financial burden of the acquisition on Aopumai [2][13]

Core Viewpoint - Aopu Mai is planning to acquire 100% of Chengli Bio for a combination of cash and stock, raising up to 730 million yuan, despite having significant cash reserves and a low debt ratio. The acquisition has raised concerns due to the presence of a dissenting independent director and discrepancies in valuation among different stakeholders [1][4][15]. Group 1: Acquisition Details - Aopu Mai intends to acquire Chengli Bio for a total valuation of 1.45 billion yuan, with a significant portion of the payment being in shares and cash [5][6]. - The acquisition involves 31 different counterparties, with notable discrepancies in the pricing offered to different stakeholders, leading to a "same stock different price" situation [6][8]. - Chengli Bio's financial performance has been declining, with projected net profit for 2024 expected to drop by 30% compared to the previous year [3][4]. Group 2: Financial Performance - Aopu Mai's revenue for 2023 and 2024 is reported at 243 million yuan and 297 million yuan, respectively, with year-on-year changes of -17.41% and +22.26% [2]. - The net profit for Aopu Mai has significantly decreased, with a drop of 48.72% in 2023 and 61.04% in 2024, leading to concerns about the necessity of the acquisition [2][3]. - Chengli Bio's revenue for 2022, 2023, and 2024 is reported at 256 million yuan, 318 million yuan, and 331 million yuan, respectively, with net profits of 57 million yuan, 65 million yuan, and 45 million yuan [3]. Group 3: Governance and Compliance Issues - An independent director, Tao Hua'an, voted against the acquisition, citing a lack of necessity for the merger at this stage, although specific reasons were not disclosed [4][5]. - Concerns have been raised regarding the relationship between the controlling shareholder of Chengli Bio and the largest stakeholder in the acquiring company, which may affect the compliance and governance of the transaction [10][13][14]. - The valuation discrepancies and the relationships among the stakeholders raise questions about the fairness and transparency of the acquisition process [8][13].

Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on June 23, 2025, at 14:00 [1] - The meeting will take place at the company's conference room located at 28, Lane 908, Ziping Road, Pudong New District, Shanghai [1] - Voting will be conducted through both on-site and online methods using the Shanghai Stock Exchange's network voting system [1][2] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's network voting system from 9:15 to 15:00 on the day of the meeting [1][2] - Specific voting times include trading hours: 9:15-9:25, 9:30-11:30, and 13:00-15:00 [1] - Shareholders must complete identity verification to vote online for the first time [5] Agenda Items - The meeting will review several proposals, including the issuance of shares and cash for asset acquisition and related fundraising [3][4] - Proposals include compliance with regulations regarding major asset restructuring and the independence of evaluation agencies [4][9] - The meeting will also address the company's future dividend plans for the years 2025-2027 [9][10] Attendance Requirements - Shareholders must be registered with the China Securities Depository and Clearing Corporation Limited by the close of trading on June 13, 2025, to attend [6] - Registration for attendance must be completed by June 16, 2025, either in person or via email [6][7] Contact Information - For inquiries, shareholders can contact Ma Xiaohan or Chen Hui at 021-20780178 or via email at IR@opmbiosciences.com [8]

Core Points - The company, Shanghai Aopumai Biotechnology Co., Ltd., is planning to acquire 100% equity of Pengli Biological Technology (Shanghai) Co., Ltd. through a combination of issuing shares and cash payment, which constitutes a significant asset restructuring [1][2][3] - The total transaction price for the acquisition is approximately RMB 1,450.5 million, with 51.05% paid through share issuance and 48.95% through cash [7] - The financial statements for the years 2023 and 2024 are prepared based on the assumption that the acquisition was completed on January 1, 2023, reflecting the financial position and operating results post-acquisition [3][4][5] Company Overview - Shanghai Aopumai Biotechnology Co., Ltd. was established on November 27, 2013, and is headquartered in Shanghai, with a registered capital of RMB 114.77246 million [1][2] - The company primarily engages in technology services, chemical product sales, and research and development of biochemicals and bio-based materials [1][2] Transaction Details - The acquisition involves multiple investors, totaling 31 parties, and does not constitute a related party transaction [2][3] - Pengli Biological, founded in March 2008, focuses on the research and development of new drugs and biopharmaceutical technologies for various diseases [3][4] Financial Reporting - The financial statements are prepared in accordance with the relevant accounting standards and reflect the company's financial condition and operating results for the specified periods [6][8] - The financial statements include a consolidated balance sheet and income statement, with specific notes detailing significant accounting policies and estimates [6][8]