2025年第一次临时股东大会决议公告 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。 重要内容提示： 证券代码：688317 证券简称：之江生物 公告编号：2025-051 上海之江生物科技股份有限公司 本次会议是否有被否决议案：无 一、 会议召开和出席情况 （一） 股东大会召开的时间：2025 年 9 月 15 日 （二） 股东大会召开的地点：上海市闵行区陈行路 2388 号 8 幢 102 （三） 出席会议的普通股股东、特别表决权股东、恢复表决权的优先股股东及 其持有表决权数量的情况： | 1、出席会议的股东和代理人人数 | 165 | | --- | --- | | 普通股股东人数 | 165 | | 2、出席会议的股东所持有的表决权数量 | 73,635,616 | | 普通股股东所持有表决权数量 | 73,635,616 | | 3、出席会议的股东所持有表决权数量占公司表决权数量的比 | 41.4803 | | 例（%） | | | 普通股股东所持有表决权数量占公司表决权数量的比例（%） | 41.4803 | （ ...

上海之江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 证券代码：688317 证券简称：之江生物 上海之江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 2025 年 9 月 1 上海之江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 上海之江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目录 | 2025 | 年第一次临时股东大会会议须知 | 3 | | --- | --- | --- | | 2025 | 年第一次临时股东大会会议议程 | 5 | | 2025 | 年第一次临时股东大会会议议案 | 7 | | | 议案一：《关于取消监事会并修订<公司章程>的议案》 | 7 | | | 议案二：《关于修订、制定部分公司治理制度的议案》 | 8 | | | 议案三：《关于部分募投项目变更的议案》 | 9 | 2 上海之江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 上海之江生物科技股份有限公司 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》（以下简称"《公司法》"）、 《 ...

Group 1 - The medical device sector experienced a decline of 1.78% on September 2, with Jimin Health leading the losses [1] - The Shanghai Composite Index closed at 3858.13, down 0.45%, while the Shenzhen Component Index closed at 12553.84, down 2.14% [1] - Notable gainers in the medical device sector included Wende Biological, which rose by 7.61% to a closing price of 25.58, and Jinhao Medical, which increased by 6.66% to 29.48 [1] Group 2 - Jimin Health saw a significant drop of 10.02%, closing at 11.40, with a trading volume of 1.0859 million shares and a transaction value of 1.331 billion [2] - Other notable decliners included Rejing Biological, which fell by 8.72% to 186.79, and Yikang Haosheng, which decreased by 7.71% to 34.24 [2] - The medical device sector experienced a net outflow of 1.23 billion from major funds, while retail investors contributed a net inflow of 1.011 billion [2]

Financial Performance - The total revenue for ZhiJiang Bio (688317) in the 2025 mid-year report was 59.68 million yuan, a decrease of 36.91% year-on-year [1] - The net profit attributable to the parent company was -9.85 million yuan, representing a decline of 137.88% year-on-year [1] - The gross profit margin was 63.56%, down 14.76% year-on-year, while the net profit margin was -16.51%, a decrease of 160.04% year-on-year [1] - The total of selling, administrative, and financial expenses reached 26.31 million yuan, accounting for 44.09% of total revenue, an increase of 18137.82% year-on-year [1] - Earnings per share were -0.05 yuan, a decline of 135.71% year-on-year [1] Cash Flow and Debt - The company reported cash and cash equivalents of 2.506 billion yuan, a decrease of 9.42% year-on-year [1] - The accounts receivable decreased by 52.29% year-on-year to 39.89 million yuan [1] - Interest-bearing liabilities increased significantly by 12370.61% year-on-year to 2.666 million yuan [1] Business Evaluation - The company's historical median ROIC since its listing is 12.38%, with the worst year being 2024, which recorded a ROIC of -6.43% [2] - The company has experienced two years of losses since its listing, indicating a fragile business model [2] Fund Holdings - The largest fund holding ZhiJiang Bio is Dachen Jingheng Mixed A, with a scale of 397 million yuan and a recent net value of 3.405, which has increased by 97.9% over the past year [4] Research and Development - The company is focusing on vertical integration, extending its product, industry, and value chains, particularly in the development of innovative antibody drugs for cancer and autoimmune diseases [4] - The company has successfully screened several antibody drug molecules, with one entering the invention patent acceptance stage [4]

Meeting Overview - The fifth meeting of the supervisory board of Shanghai Zhijiang Biological Technology Co., Ltd. was held on August 27, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1] Financial Reporting - The supervisory board approved the 2025 semi-annual report, stating that it accurately reflects the company's financial status and operational results [1] Fund Management - The supervisory board confirmed that the company manages and uses raised funds in compliance with relevant regulations, ensuring no harm to the interests of the company and shareholders, especially minority shareholders [2] - The special report on the storage and use of raised funds for the first half of 2025 was deemed truthful, accurate, and complete [2] Project Adjustments - The supervisory board agreed to change certain fundraising projects, which aligns with industry conditions and the company's strategic development, enhancing the efficiency of fund usage without adversely affecting normal operations [2][3] Governance Changes - The supervisory board decided to abolish the supervisory board, transferring its powers to the audit committee of the board of directors, with corresponding amendments to the company's articles of association [3] - The supervisory board approved the temporary use of idle raised funds for cash management, not exceeding 60 million RMB, to improve fund efficiency and generate investment returns [3]

Meeting Information - The first extraordinary general meeting of shareholders for 2025 will be held on September 15, 2025, at 14:00 in Shanghai [1][3] - Voting will be conducted through a combination of on-site and online methods, utilizing the Shanghai Stock Exchange's network voting system [1][3] Voting Procedures - Shareholders can vote via the trading system from 9:15 to 9:25, 9:30 to 11:30, and 13:00 to 15:00 on the day of the meeting [1] - Internet voting will be available from 9:15 to 15:00 on the same day [1][2] Agenda Items - The meeting will review several non-cumulative voting proposals, including amendments to the management system for senior management compensation and the fund management system to prevent misuse by controlling shareholders [2][10] - All proposals have been approved by the company's board and supervisory committee [2] Attendance Requirements - Shareholders must be registered with the China Securities Depository and Clearing Corporation by the close of trading on September 9, 2025, to attend the meeting [5] - Registration for attendance must be completed at least 30 minutes before the meeting starts [5][9] Additional Services - The company will provide a reminder service for shareholders to ensure participation, utilizing smart SMS notifications [4] - Shareholders are responsible for their own travel and accommodation expenses [6]

Core Viewpoint - The company intends to increase the use of temporarily idle raised funds for cash management, aiming to enhance the efficiency of fund utilization and maximize shareholder returns while ensuring the safety of the raised funds and the implementation of investment projects [1][5][7]. Summary by Sections Fundraising Basic Situation - The company was approved for its initial public offering (IPO) on November 27, 2020, with a total of 48.676088 million shares issued at a price of RMB 43.22 per share, raising a total of RMB 2,103.7805 million. After deducting issuance costs, the net amount raised was RMB 1,942.3216 million [1]. Fund Investment Project Basic Situation - The total planned investment for the projects funded by the raised capital is RMB 1,355.8911 million, with the same amount allocated for fundraising [2]. Previous Use of Idle Funds for Cash Management - The company previously approved the use of up to RMB 880 million of temporarily idle funds for cash management, allowing for the purchase of safe, liquid financial products. This approval is valid for 12 months from the board's decision [2][3]. Current Increase in Cash Management Usage - The company plans to increase the cash management limit by RMB 60 million, bringing the total to RMB 940 million. This increase is also valid for 12 months from the board's approval [4][6]. Investment Purpose - The aim is to rationally utilize temporarily idle funds for cash management to improve fund efficiency and increase returns for shareholders, without affecting the implementation of investment projects [3][5]. Investment Products - The company will invest in high-safety, principal-protected, and liquid products, including but not limited to guaranteed financial products, structured deposits, large certificates of deposit, and time deposits [4]. Implementation and Disclosure - The company’s chairman is authorized to make investment decisions within the approved limits, and the finance department will organize the implementation. The company will comply with relevant disclosure obligations [4][5]. Impact on the Company - The increase in cash management usage will not affect the normal operation of the company’s funds or the implementation of investment projects, and it is expected to generate additional investment returns for the company and its shareholders [5][7]. Review Procedures and Opinions - The board and supervisory committee have approved the increase in cash management usage, confirming that it aligns with legal requirements and does not harm the interests of the company or minority shareholders [6][7].

Summary of Key Points Core Viewpoint - The company is changing part of its fundraising investment projects to better align with market conditions and its strategic development needs, specifically terminating the "In Vitro Diagnostic Reagent Production Line Upgrade Project" and reallocating funds to the "Japan Intelligent Manufacturing Project" and increasing investment in the "Product R&D Project" [1][2][3]. Fundraising Investment Project Changes - The company raised a total of RMB 210,378.05 million from its initial public offering, with a net amount of RMB 194,232.16 million after deducting issuance costs [1]. - The company plans to redirect RMB 22,291.10 million from the terminated project to the new project in Japan and increase the budget for product R&D [2][4]. - The total planned investment for the projects before and after the change is as follows: - Before: RMB 135,589.11 million - After: RMB 137,426.01 million [2]. Reasons for Change - The original project was deemed less urgent due to a contraction in domestic market demand for molecular diagnostics, while the overseas market, particularly Japan, presents significant growth opportunities [4][5]. - Japan's market is characterized by high margins and strict quality standards, making it a strategic location for the company's expansion [5][6]. - The increase in the R&D budget is aimed at enhancing innovation in core technology areas, which is crucial for maintaining competitive advantage [5][6]. New Investment Project Details - The company plans to invest RMB 20,000.00 million in Japan for the construction of an intelligent production line, including land acquisition and equipment purchase [6][7]. - The project aims to leverage Japan's advanced biopharmaceutical market and enhance the company's international brand recognition [6][7][8]. Impact of Changes - The changes in fundraising project allocations are expected to improve the efficiency of fund usage and align with the company's strategic goals, without adversely affecting normal operations [8][11]. - The company has established a rigorous quality management system to ensure high standards in production and R&D processes [8].

Core Viewpoint - The company is changing the use of part of its raised funds from the "In Vitro Diagnostic Reagent Production Line Upgrade Project" to a new project named "Japan Intelligent Manufacturing Project" to enhance its global strategic layout and respond to market changes [1][5][13]. Summary by Sections 1. Project Change Overview - The original project "In Vitro Diagnostic Reagent Production Line Upgrade Project" is being terminated, with 20,000.00 million yuan allocated to the new "Japan Intelligent Manufacturing Project" and 2,291.10 million yuan redirected to the "Product R&D Project" [1][5]. - The new project is expected to have a construction period of 36 months [1]. 2. Fundraising Background - The company raised a total of 210,378.05 million yuan from its initial public offering, with a net amount of 194,232.16 million yuan after deducting issuance costs [2]. - As of June 30, 2025, the balance of the fundraising account for the original project was 22,291.10 million yuan [1][6]. 3. Reasons for Fund Use Change - The change is driven by a contraction in domestic demand for molecular diagnostics and the need to enhance overseas market delivery capabilities [6][7]. - The company aims to leverage Japan's advanced medical market to improve international brand recognition and mitigate risks from international trade barriers [7][9]. 4. New Project Details - The "Japan Intelligent Manufacturing Project" will involve an investment of 20,000.00 million yuan for establishing a smart production line in Japan, including land acquisition and equipment purchase [8]. - The project aims to enhance the company's global competitiveness and operational efficiency by utilizing Japan's high-quality supply chain and talent [9]. 5. Approval and Compliance - The project has received necessary approvals, including the "Overseas Investment Project Filing Notification" and "Enterprise Overseas Investment Certificate" [2][10]. - The company will establish a dedicated fundraising account to ensure proper fund management and compliance with regulations [8][12]. 6. Impact of Fund Use Change - The decision to change the use of funds aligns with the company's strategic planning and market conditions, aiming to optimize resource allocation and enhance operational efficiency [11][13]. - The change is not expected to adversely affect the company's normal operations or shareholder interests [11][13].

Core Viewpoint - The company has approved an increase in the use of temporarily idle raised funds for cash management, raising the limit from RMB 880 million to RMB 940 million, aimed at enhancing fund utilization efficiency and maximizing shareholder returns [1][4][8] Group 1: Fundraising Overview - The company raised a total of RMB 2,103.78 million through its initial public offering, with a net amount of RMB 1,942.32 million after deducting issuance costs [2] - The total investment amount for the projects funded by the raised capital is RMB 1,355.89 million [3] Group 2: Cash Management Increase - The company will use an additional RMB 60 million of temporarily idle raised funds for cash management, bringing the total to RMB 940 million, with a validity period of 12 months from the board's approval [4][5] - The cash management products will include low-risk, capital-preserving, and liquid options such as principal-protected financial products, structured deposits, and large-denomination certificates of deposit [5] Group 3: Implementation and Oversight - The chairman of the company is authorized to make investment decisions and sign relevant contracts within the approved limits and timeframe [5] - The company will comply with relevant regulations and timely disclose information regarding the cash management activities [5][6] Group 4: Impact on the Company - The increase in cash management is designed to ensure that the company's fundraising projects proceed smoothly and that the safety of the raised funds is maintained, without affecting the company's normal operations [6] - The cash management activities are expected to generate additional investment returns for the company and its shareholders [6][7] Group 5: Opinions and Compliance - The supervisory board supports the increase in cash management, stating it will enhance fund efficiency and not harm the interests of the company or minority shareholders [7] - The sponsor has confirmed that the increase in cash management complies with regulatory requirements and does not alter the intended use of the raised funds [8]