重要内容提示： 上海奥浦迈生物科技股份有限公司（以下简称"公司"）董事会于近日收到 公司独立董事陶化安先生的书面辞职报告，陶化安先生因个人原因主动申请辞去 公司第二届董事会独立董事、董事会审计委员会主任委员、董事会薪酬与考核委 员会委员职务，辞职后陶化安先生将不再担任公司任何职务。 一、独立董事离任情况 （一）提前离任的基本情况 | 姓名 | 离任职务 | 离任时间 | 原定任期 | | 是否继续在 | 具体职 | 是否存在未 | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 到期日 | 离任 原因 | 上市公司及 其控股子公 司任职 | 务（如适 用） | 履行完毕的 公开承诺 | | 陶化安 | 第二届董事会独立董 事、董事会审计委员会 | 自公司股东 会选举产生 | 年 2026 10 | 个人 | | | | | | 主任委员、董事会薪酬 | 新任独立董 | 月 16 日 | 原因 | 否 | 不适用 | 否 | | | 与考核委员会委员 | 事之日 | | | | | | 证券代码：688293 证券简称：奥浦迈 公告编号：202 ...

Core Viewpoint - The company announced the resignation of independent director Tao Hua'an due to personal reasons, effective immediately, and he will no longer hold any position within the company [1] Group 1 - The board of directors received a written resignation report from independent director Tao Hua'an [1] - Tao Hua'an served as the chairman of the audit committee and a member of the remuneration and assessment committee [1] - Following his resignation, Tao Hua'an will not hold any positions in the company [1]

Economic Performance - Shanghai's GDP surpassed 4 trillion yuan in the first three quarters, with a financial market transaction volume growth of 12.7% year-on-year [1] - The manufacturing output increased by 8.5% year-on-year, and Shanghai Port's container throughput reached 50.56 million TEUs, expected to set a new annual record [1] - The region's GDP growth for the first three quarters was 5.5%, with strategic emerging industries accounting for 44.1% of the total industrial output [5] Development of "Five Centers" - The "Five Centers" initiative is driving high-quality economic and social development, with a focus on enhancing overall, platform, amplification, and radiation effects [1][4] - The establishment of the IMF Shanghai Center and other international organizations in the region signifies Shanghai's growing importance as a global financial hub [4] - Shanghai has seen a rise in high-tech enterprises, with 25,000 companies and an average of 320 new tech firms emerging daily [5] Innovation and Technology - Innovation is becoming a strategic cornerstone for the "Five Centers" construction, with significant growth in China's biopharmaceutical R&D market [9] - The internal rate of return for China's biopharmaceutical R&D is 8.5%, significantly higher than the 3.6% in the U.S., showcasing China's efficiency in innovation [9] - The city is focusing on key sectors like integrated circuits, biomedicine, and artificial intelligence to enhance its industrial competitiveness [10] Mergers and Acquisitions - Mergers and acquisitions are seen as a vital driver for resource optimization and economic transformation, with Shanghai's "M&A Twelve Articles" promoting a favorable environment for such activities [9][11] - By the end of September, Shanghai completed 25 M&A transactions totaling 220.4 billion yuan, enhancing the core competitiveness of industrial clusters [10] - The "M&A Alliance" aims to support over 1.2 trillion yuan in national M&A transactions and 400 billion yuan in the Shanghai region over the next three years [11] Future Goals and Challenges - The "Fifteen Five" period is viewed as a critical phase for Shanghai's "Five Centers" construction, emphasizing the need for continuous improvement and international benchmarking [12] - Shanghai aims to enhance its international shipping services and financial systems to compete with global leaders like Singapore and London [13] - The city is addressing challenges in offshore finance and cross-border services to strengthen its financial ecosystem [13]

Quantum Technology - The report highlights the release of the world's first 3D-extended architecture 10,000-qubit quantum processor VIO-40K by QuantWare, which aims to overcome the scaling bottleneck of quantum processors and is compatible with NVIDIA's NVQLink platform [3][7][8] - The 2025 Zhongguancun Quantum Conference announced 16 quantum technology achievements and a 500 million yuan investment fund to support quantum entrepreneurship, showcasing advancements in quantum computing and applications in energy [3][13][14] Biomanufacturing - Levinthal Biotech completed a multi-million Pre-A round financing to accelerate the development of its AI-driven full-atom model protein design platform Pallatom, which addresses the design challenges of cyclic peptides [3][15][16] - Aopu Mai's acquisition of 100% of Pengli Biotechnology was approved, enhancing its capabilities in cell culture media and CDMO services, thereby expanding its market position [3][20][21] - Baiaosaitu has established a dual-platform listing strategy with its recent listing on the STAR Market, focusing on innovative drug development driven by gene editing technology [3][23][24] Hydrogen Energy and Nuclear Fusion - The report notes the deepening international cooperation in nuclear fusion, with a Chinese expert set to chair the ITPA Coordination Committee from 2026 to 2028, and the signing of a contract for the mass production of the ITER first wall [3][28][29] - Snowman Group's metal plate fuel cell stack project has passed final acceptance, marking a significant step in the commercialization of hydrogen energy technology [3][30][31] Brain-Computer Interface - Neuralink has demonstrated a significant efficiency breakthrough with its new surgical robot, reducing the electrode implantation time from 17 seconds to 1.5 seconds, showcasing advancements in surgical precision and safety [3][34][46] - The report emphasizes the competitive landscape, with the U.S. leading in invasive technologies while China excels in non-invasive applications, highlighting the ongoing developments in both sectors [3][48][49] Embodied Intelligence - Beijing Humanoid Robotics has launched the first fully autonomous humanoid robot tour guide solution, integrating IoT capabilities for various applications in exhibition halls and shopping malls [3][50][51] - The Shanghai humanoid robot pilot alliance was established to enhance the supply chain for humanoid robots, indicating a collaborative effort to scale the industry [3][53][54] - Yushu Technology has introduced a humanoid robot App Store, allowing users to upload and share action models, further promoting the commercialization of humanoid robotics [3][55]

Core Insights - The pharmaceutical industry is experiencing a surge in innovative products, with clear domestic demand and significant potential for international expansion [4][14][25] - Investment opportunities are concentrated in innovative drugs and their supply chains, with a notable performance from CRO/CMO and chemical pharmaceuticals [9][15][17] - The report emphasizes the importance of innovation as the primary solution to industry challenges, driven by stable demand and supportive policies [26][32][41] Industry Overview - The pharmaceutical sector has faced revenue declines, with a 0.9% year-on-year decrease in revenue for the first three quarters of 2025, and net profit down by 2.2% [15][16] - The innovative drug sector has outperformed, with CRO/CMO and chemical pharmaceuticals showing net profit growth of 31.0% and 16.6% respectively [17][18] - The overall market is characterized by low fund holdings and historical valuation bottoms, indicating high investment value [20][25] Demand and Payment Dynamics - The demand for healthcare services is steadily increasing, with a projected 5% growth in total medical visits and hospital admissions in 2024 [26][28] - The aging population is expected to drive long-term demand, with 220 million people aged 65 and above by 2050 [28][30] - The medical insurance fund's income growth has outpaced expenditure growth, leading to a significant increase in fund reserves [32][36] Financing and Market Trends - The IPO market for healthcare has rebounded, with 28 IPOs in the first three quarters of 2025, a 100% increase from the previous year [42][43] - License-out transactions have surged, with transaction numbers increasing by 41% and total amounts reaching $92 billion, indicating a robust market for innovative drug licensing [48][50] - The number of IND applications and new clinical trials for innovative drugs has been steadily increasing, with a notable rise in NDA approvals [53][57] Technological Advancements - The report highlights the emergence of new technologies such as ADC and small nucleic acids, with domestic companies leading in these areas [60] - The focus on dual antibodies and GLP-1 drugs is expected to drive significant growth, with multiple development directions emerging [9][60] - The report notes that domestic companies are increasingly recognized for their innovative capabilities, particularly in the ADC space [60]

Company Overview - Aopu Mai Biotechnology Co., Ltd. plans to acquire 100% equity of Plenitude Biopharmaceutical Technology (Shanghai) Co., Ltd. for a total transaction price of 1.451 billion yuan [1] - Aopu Mai specializes in cell culture products and clinical new drug process development and production services (CDMO), with its main revenue sources being cell culture products and CDMO services [1] - In the first three quarters of 2025, Aopu Mai's cell culture product business generated revenue of 239 million yuan, a year-on-year increase of 32.56%, making it the company's "core pillar" [1] Industry Context - The biopharmaceutical CDMO industry is highly competitive, with significant market segmentation between comprehensive CDMO leaders and specialized institutions [1] - The number of companies in the industry is large, with leading enterprises having a much higher global revenue share compared to second-tier companies [2] - Mergers and acquisitions among mid-tier companies can help expand business capabilities and improve industry efficiency [2] Acquisition Details - Aopu Mai's acquisition of Plenitude Biopharmaceutical aims to enhance its CDMO service capabilities and expand its customer base by integrating Plenitude's resources [2] - Plenitude Biopharmaceutical reported revenue of 187 million yuan and a net profit of 23.86 million yuan in the first half of 2025 [2] - The acquisition involves 31 parties and will utilize a differentiated pricing model, including stock and cash payments, to facilitate the transaction [3] Strategic Importance - The acquisition is seen as a key decision for Aopu Mai to achieve its strategic goals and further integrate its business operations [4] - Analysts suggest that the synergy post-acquisition will primarily manifest in customer flow between early-stage and later-stage business units, potentially enhancing profitability and increasing the share of overseas business [5]

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"）分别 于2025年11月14日、2025年12月1日召开第二届董事会第十七次会议、2025年第 三次临时股东大会，审议通过了《关于变更公司注册资本、取消监事会、修订< 公司章程>并办理工商变更登记的议案》，同意公司根据《中华人民共和国公司 法》（以下简称"《公司法》"）《关于新<公司法>配套制度规则实施相关过 渡期安排》《上市公司章程指引》等法律、行政法规、部门规章的相关规定，结 合公司实际情况，不再设置监事会、监事会主席及其他监事，由董事会审计委员 会行使《公司法》规定的监事会职权，公司《监事会议事规则》相应废止。同时， 同意公司的总股本由113,548,754股增加至113,820,154股，注册资本由113,548,754 元增加至113,820,154元。具体内容详见公司分别于2025年11月15日、2025年12 月2日刊载于上海证券交易所网站（www.sse.com.cn）的《关于变更公司注册资 本、取 ...

Core Viewpoint - Aopu Mai's asset acquisition plan has been approved by the Shanghai Stock Exchange's M&A Committee, marking it as the first case in the A-share market to utilize a "staged payment mechanism" for share consideration since the release of the "Six M&A Rules" [1][2] Group 1: Company Overview - Aopu Mai, listed on the Sci-Tech Innovation Board in 2022, focuses on the research and production of cell culture media and provides contract development and manufacturing organization (CDMO) services [1] - The target company, Pengli Bio, specializes in drug and medical device research and preclinical research services (CRO), recognized as a national-level specialized and innovative small giant and a high-tech enterprise [1] Group 2: Strategic Rationale - Both companies operate within the pharmaceutical research and production service sector, indicating significant synergy and complementary industrial advantages [1] - The merger aims to create an integrated service platform combining "culture media + CRO + CDMO," which is expected to meet clients' needs from early research to commercial production, enhancing one-stop service capabilities and integrated competitive levels [1] Group 3: Financial Data - As of the end of 2024, Aopu Mai's total assets are 2.272 billion yuan, with annual revenue and net profit attributable to shareholders at 297 million yuan and 21.0523 million yuan, respectively [2] - Pengli Bio's total assets are 1.216 billion yuan, exceeding Aopu Mai's total assets by 50%, with annual revenue and net profit at 330 million yuan and 45.15 million yuan, respectively, both surpassing Aopu Mai's figures [2] Group 4: Regulatory Context - The asset restructuring plan was likely to be classified as a "restructuring listing" prior to the release of the "Six M&A Rules," which would have subjected it to stricter scrutiny and a slower process [2] - The approval of Aopu Mai's restructuring project is seen as a typical case of implementing the "Six M&A Rules," aligning with the need for new productive forces and enhancing the resource allocation function of mergers and acquisitions [2]

Core Viewpoint - The approval of Aopumai's restructuring project exemplifies the implementation of the "Six Merger Guidelines," highlighting the policy direction to enhance the resource allocation function of mergers and acquisitions in the capital market [1][3]. Group 1: Restructuring Mechanism - The installment payment mechanism for share consideration enhances payment flexibility and better protects the interests of listed companies [1]. - Listed companies will pay the controlling shareholders and management team of the target company in installments based on the subsequent operating conditions of the target company, with the number of shares adjusted according to performance completion [1]. - This flexible payment method for mergers and acquisitions helps align the long-term interests of the core team of the target company with those of the listed company, strengthening collaborative development [1]. Group 2: Market Significance - On December 8, Aopumai's application for issuing shares to purchase assets was approved by the Shanghai Stock Exchange's M&A Committee, marking the first project in the A-share market to adopt the installment payment mechanism since the release of the "Six Merger Guidelines" [3]. - It is also the first project to apply the policy linking the investment period of private equity funds with the lock-up period for shares obtained through restructuring [3].

Core Viewpoint - Aopu Mai's asset acquisition through share issuance has been approved by the Shanghai Stock Exchange's M&A Committee, marking the first use of a phased payment mechanism for share consideration in the A-share market since the introduction of the "Six M&A Guidelines" [2] Group 1: Aopu Mai's Acquisition - Aopu Mai (688293.SH), listed on the Sci-Tech Innovation Board in 2022, focuses on cell culture medium R&D and biopharmaceutical contract development and manufacturing services (CDMO) [2] - The target company, Pengli Bio, specializes in drug and device R&D clinical research services (CRO) and is recognized as a national-level specialized and innovative small giant [2] - Post-transaction, the target company will become a wholly-owned subsidiary of Aopu Mai, enhancing the company's profitability and core competitiveness through synergistic effects [2] Group 2: Phased Payment Mechanism - The phased payment mechanism for share consideration significantly enhances payment flexibility, safeguarding the interests of the listed company [3] - The listed company will pay the target company's controlling shareholders and management team in installments based on the target's future operational performance, allowing for adjustments in share quantity based on performance completion [3] - This mechanism binds the core team of the target company to the long-term interests of the listed company, promoting collaborative development [3] Group 3: Reverse Linkage Policy - The "reverse linkage" policy encourages private equity funds to participate in M&A by linking the investment period with the lock-up period for shares acquired through the restructuring [3] - Private equity funds holding shares of the target company for over 48 months prior to the restructuring will have a 6-month lock-up period for shares obtained through this transaction [3] - This policy fosters "patient capital" and promotes a healthy cycle of fundraising, investment, management, and exit [3] Group 4: "Six M&A Guidelines" Impact - The "Six M&A Guidelines" introduce a comprehensive set of reform measures aimed at invigorating the M&A market, enhancing regulatory inclusiveness, and improving payment flexibility and review efficiency [4] - Since the implementation of these guidelines, various policies such as inter-company mergers, phased payment mechanisms, and the reverse linkage for private equity funds have been successfully executed [4] - These measures are expected to strengthen the role of capital markets in corporate M&A, supporting economic transformation and high-quality development [4]