上海盟科药业股份有限公司 2025 年第三次临时股东大会会议资料 证券代码：688373 证券简称：盟科药业 上海盟科药业股份有限公司 2025 年第三次临时股东大会 会议资料 二 O 二五年十一月 | 年第三次临时股东大会会议须知 2 2025 | | | --- | --- | | 2025 年第三次临时股东大会会议议程 4 | | | 议案一 | 6 | | 关于取消监事会并修订《公司章程》的议案 | 6 | | 议案二 | 7 | | 关于修订部分公司治理制度的议案 7 | | | 议案三 | 8 | | 关于聘请公司 年度审计机构的议案 8 2025 | | | 议案四 | 9 | | 关于部分募集资金投资项目变更的议案 9 | | | 议案五 | 15 | | 关于购买董事及高管责任险的议案 15 | | 上海盟科药业股份有限公司 2025 年第三次临时股东大会会议资料 上海盟科药业股份有限公司 2025 年第三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》（以下简称"《公司法》"）《中华人民共 和国证券法》 ...

Core Viewpoint - The company is experiencing a potential turnaround as it reports a slight revenue increase and a reduced net loss, while also pursuing strategic partnerships and funding to enhance its operational capabilities and product pipeline [1][2][3] Financial Performance - For the first three quarters of 2025, the company achieved a revenue of 104 million yuan, reflecting a year-on-year growth of 6.58% - The net loss attributable to shareholders was 194 million yuan, which represents a year-on-year reduction of 33.56% - As of the end of September, the company's cash and financial assets totaled 484 million yuan, showing a decline compared to the end of 2024 [1] Product Development - The primary revenue source is the commercialized product, Contizole Tablets, which is a new generation oxazolidinone antibiotic designed for treating complex skin and soft tissue infections - Clinical studies indicate that Contizole Tablets demonstrate superior safety and efficacy stability compared to the mainstream "super antibiotic" Linezolid, addressing the clinical application challenges of oxazolidinone drugs [1][2] Strategic Initiatives - The company has proposed a capital increase plan totaling 1.033 billion yuan to introduce Nanjing Haiqing Pharmaceutical Co., Ltd. as a controlling shareholder, which is expected to enhance corporate governance and increase cash reserves to 1.5 billion yuan - This strategic move aims to accelerate the development of multiple research pipelines and improve the market penetration of Contizole Tablets [2] Future Outlook - The company has set ambitious sales revenue targets for its products, aiming for 260 million yuan in 2026, 388 million yuan in 2027, and 600 million yuan in 2028 - Recent advancements in the research pipeline include the NDA acceptance for injectable MRX-4 and successful completion of Phase I clinical trials for MRX-8 and MRX-5, indicating a robust development trajectory [2][3] Collaborative Efforts - The company has established strategic partnerships to leverage expertise in drug development, particularly in the ADC field, aiming to address toxicity issues in next-generation ADCs - Collaborations with Nanjing Pengbo Biotechnology Co., Ltd. focus on developing innovative ADC drugs, enhancing the company's research capabilities [3]

Core Insights - Amgen Pharmaceuticals (688373.SH) reported a total operating revenue of 104 million yuan for the first three quarters of 2025, representing a year-on-year increase of 6.58% [1] - The net profit attributable to shareholders of the parent company was -194 million yuan, which is a reduction in losses by 97.76 million yuan compared to the same period last year [1] - The basic earnings per share stood at -0.3 yuan [1]

Core Viewpoint - Mengke Pharmaceutical (SH 688373) reported a revenue of approximately 104 million yuan for the first three quarters of 2025, reflecting a year-on-year increase of 6.58%. However, the company recorded a net loss attributable to shareholders of approximately 194 million yuan [1][1][1]. Company Summary - Mengke Pharmaceutical's revenue for the first three quarters of 2025 is about 104 million yuan, which is a 6.58% increase compared to the same period last year [1][1][1]. - The net profit attributable to shareholders for the same period is a loss of approximately 194 million yuan [1][1][1]. - As of the report date, Mengke Pharmaceutical has a market capitalization of 5 billion yuan [1][1][1].

Financial Performance - The company's operating revenue for the third quarter was ¥37,015,530.15, representing a year-on-year increase of 0.52%[4] - The total profit for the quarter was a loss of ¥54,848,430.68, with a cumulative loss of ¥193,407,150.71 for the year-to-date[4] - The net profit attributable to shareholders for the quarter was a loss of ¥54,861,654.71, with a year-to-date loss of ¥193,536,147.26[4] - Total operating revenue for the first three quarters of 2025 reached ¥103,985,283.24, an increase of 6.9% compared to ¥97,562,309.83 in the same period of 2024[20] - Net loss for the first three quarters of 2025 was ¥193,536,147.26, compared to a net loss of ¥291,296,145.99 in the same period of 2024, indicating an improvement of 33.6%[21] - The basic and diluted earnings per share for the quarter were both -¥0.08[5] - The basic and diluted earnings per share for the first three quarters of 2025 were both -¥0.30, an improvement from -¥0.44 in the same period of 2024[21] Research and Development - Research and development expenses totaled ¥56,333,880.25 for the quarter, a decrease of 27.85% compared to the previous year[5] - The ratio of R&D expenses to operating revenue was 152.19%, down 59.84 percentage points from the previous year[5] - Research and development expenses for the first three quarters of 2025 were ¥172,747,166.04, down from ¥244,246,074.92 in 2024, a decrease of 29.3%[20] Assets and Liabilities - Total assets at the end of the quarter were ¥726,934,188.94, a decrease of 14.39% from the end of the previous year[5] - Total current assets decreased from 748,661,957.20 RMB to 640,046,361.72 RMB, a decline of approximately 14.5%[15] - Total liabilities increased from 335,037,523.23 RMB to 400,211,748.73 RMB, an increase of approximately 19.5%[16] - The company reported a total of ¥2,366,460.10 in non-recurring gains and losses for the quarter[8] - The company's total liabilities increased to ¥469,380,110.62 from ¥410,164,907.91, an increase of 14.4%[20] - Total assets decreased from 849,128,659.62 RMB to 726,934,188.94 RMB, a decrease of about 14.4%[16] Cash Flow - Cash flow from operating activities showed a net outflow of ¥165,628,026.86, an improvement from a net outflow of ¥293,485,930.62 in the previous year[24] - Cash inflow from investment activities totaled ¥1,930,610,524.90, compared to ¥1,904,622,936.40 in the same period of 2024, reflecting a slight increase[24] - Cash inflow from financing activities was $91,702,238.69, down from $100,000,000.00, while cash outflow for financing activities increased to $37,650,658.55 from $26,070,254.51, resulting in a net cash flow from financing activities of $54,051,580.14, down from $73,929,745.49[25] - The net increase in cash and cash equivalents was $63,700,257.64, compared to $116,538,132.46 in the previous period, with an ending cash balance of $337,032,548.26, up from $254,014,785.61[25] - The impact of exchange rate changes on cash and cash equivalents was a decrease of $1,608,325.68, an improvement from a decrease of $3,394,068.68 in the prior period[25] Shareholder Information - Total number of common shareholders at the end of the reporting period is 16,492[12] - Genie Pharma holds 10.92% of shares, totaling 71,572,817 shares[12] - The company has no significant changes in the top ten shareholders or their shareholding status[13]

Core Insights - The company reported third-quarter revenue of 37.02 million yuan, representing a year-on-year increase of 0.52% [1] - The net profit for the third quarter showed a loss of 54.86 million yuan [1] - For the first three quarters, the company achieved revenue of 104 million yuan, reflecting a year-on-year growth of 6.58% [1] - The net profit for the first three quarters resulted in a loss of 194 million yuan [1]

Core Points - The company Shanghai Mencor Pharmaceutical Co., Ltd. is convening its third extraordinary general meeting of shareholders in 2025 on November 7, 2025 [1] - The meeting will utilize the Shanghai Stock Exchange's online voting system for shareholders to cast their votes [2][4] - The meeting will include both on-site and online voting methods, with specific time slots designated for each [4][6] Meeting Details - The meeting will take place on November 7, 2025, at 14:00 at the designated location in Shanghai [4] - Shareholders must register to attend the meeting, with specific registration procedures outlined for different types of shareholders [10][11] - The company will publish relevant materials regarding the meeting on the Shanghai Stock Exchange's website prior to the event [5] Voting Procedures - Shareholders can vote through the online platform or in person, but duplicate votes will be disregarded, with the first vote counted [6][7] - Specific resolutions will be presented for voting, including special resolutions and those requiring separate counting for minority investors [6] - Certain related shareholders are required to abstain from voting on specific resolutions [6] Attendance Information - Only shareholders registered with the China Securities Depository and Clearing Corporation Limited as of the registration date are eligible to attend [8] - The company will not accept telephone registrations, and all registration must be completed by the specified deadline [11]

证券代码：688373 证券简称：盟科药业 公告编号：2025-059 上海盟科药业股份有限公司 关于召开2025年第三次临时股东大会的通知 （一） 股东大会类型和届次 2025年第三次临时股东大会 召开日期时间：2025 年 11 月 7 日 14 点 00 分 召开地点：中国（上海）自由贸易试验区爱迪生路 53 号 （五） 网络投票的系统、起止日期和投票时间。 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： 一、 召开会议的基本情况 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 11 月 7 日 至2025 年 11 月 7 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25，9:30-11:30，13:00-15:00；通过互 股东大会召开日期：2025年11月7日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 （二） 股东大会召集人：董事会 （三） 投票方式：本次股东大 ...

Governance Crisis - The major shareholder, Genie Pharma, opposed the proposed private placement and called for the removal of the founder and chairman, Yuan Zhengyu, along with two other directors, proposing three new directors from BVCF [1] - Concerns were raised regarding the financial strength and integration capabilities of the private placement target, Nanjing Haijing Pharmaceutical, which has total assets of approximately 700 million [1] - Independent director Zhao Yachao cast the only dissenting vote against the private placement, indicating a lack of trust in the current management team [1] Operational Challenges - The company focuses on the development of small molecule drugs for anti-infection, with its only commercial product being the lanzoprazole tablet launched in 2021 [2] - The product faces competition from major players like Pfizer and Merck, leading to weak market performance [2] - Financial data shows the company has been in a long-term loss state, with cumulative losses of approximately 1.22 billion from 2022 to the first half of 2025, and revenue growth slowing from over 40% in 2024 to 10.26% [2] Financial Pressure - The company reduced R&D investment by 30% year-on-year to 116 million in the first half of 2025, citing strict cost control, reflecting a tight cash flow situation [3] - As of the end of the first half of 2025, the company had only 237 million in cash, with negative cash flow from operating activities totaling over 1.1 billion since 2022 [3] - The company's net assets have decreased by 74.19% since its IPO, and the debt-to-asset ratio has surged from 18.91% to 59.45% over three years [3] Market Confidence Erosion - Following the lifting of the lock-up period for initial public offering shares in August 2025, several shareholders, including MicuRx and Best Idea, announced plans to reduce their holdings, causing panic in the secondary market [4] - On September 10, the company's stock price fell by 7.03% in a single day, with investors expressing pessimism about the company's future [4] Conclusion - The private placement dispute reflects deeper issues related to governance, strategic direction, and shareholder trust [5] - The ability to successfully attract strategic investors, balance interests, and rebuild market confidence will determine whether the company can escape the cycle of losses and financing [5]

中国国际金融股份有限公司 〔2022〕1204 号），公司首次公开发行人民币普通股（A 股）13,000.00 万股，发行价格 为 8.16 元/股，募集资金总额为人民币 106,080.00 万元，扣除发行费用后实际募集资金 净额为人民币 95,972.79 万元。普华永道中天会计师事务所（特殊普通合伙）对公司本 次公开发行新股的资金到位情况进行了审验，并于 2022 年 8 月 2 日出具了《验资报告》 （普华永道中天验字[2022]0564 号）。 公司已对募集资金进行了专户存储，并与保荐机构、存放募集资金的商业银行签署 了《募集资金三方监管协议》。 二、募集资金变更情况 公司于 2023 年 12 月 18 日召开第二届董事会第一次会议、第二届监事会第一次会 议，于 2024 年 1 月 5 日召开 2024 年第一次临时股东大会，审议通过《关于部分募集资 金用途变更的议案》，公司对募投项目之新药研发项目的部分子项目及其投资金额进行 调整。调减原募投项目"创新药研发项目"下"MRX-4 急性细菌性皮肤和皮肤软组织 1 感染/糖尿病足感染适应症"投入的募集资金金额 13,917.66 万元，并将其用于" ...