Core Viewpoint - The proposed change of control for Haiwang Bio has been officially terminated after over three years of planning, with the company deciding to halt the stock issuance to specific parties and the transfer of control [1][3][4]. Group 1: Control Change and Stock Issuance - Haiwang Bio announced the termination of its control change and stock issuance to specific parties, which was intended to be executed through stock transfer and voting rights relinquishment [1][3]. - The control change involved the transfer of 316 million unrestricted circulating shares from the controlling shareholder, Shenzhen Haiwang Group, to Guangdong Silk and Textile Group, representing 12% of the total shares [1][3]. - The termination was formalized through the signing of a termination agreement, with all parties confirming no breach of contract or other liabilities [3][4]. Group 2: Financial Performance - Haiwang Bio has reported consecutive losses over the past three years, with revenues of approximately 37.83 billion, 36.42 billion, and 30.32 billion yuan for 2022 to 2024, and corresponding net losses of about 1.03 billion, 1.69 billion, and 1.19 billion yuan [4]. - In the first quarter of this year, the company experienced a revenue decline of 8.81% year-on-year, totaling approximately 7.38 billion yuan, and a net profit drop of 44.38%, amounting to about 24 million yuan [5]. - The company's high debt ratio is concerning, with an asset-liability ratio of 89.76% reported at the end of the first quarter [5]. Group 3: Future Plans and Market Position - Despite the termination of the control change, Haiwang Bio plans to continue discussions with interested state-owned entities regarding equity cooperation to explore new development opportunities [4]. - The company has indicated that its business operations are proceeding normally and that the termination of the control change will not adversely affect its ongoing operations and stable development [4].

Core Viewpoint - Haiwang Bio announced the termination of its nearly three-year plan to change its controlling rights, marking a pause in its efforts to introduce state-owned capital from Guangdong Province [1][4] Financial Performance - As of June 6, Haiwang Bio's stock price closed at 2.56 yuan per share, with a year-to-date increase of only 0.39%, resulting in a total market capitalization of 6.736 billion yuan [3] - The company has reported continuous losses for three consecutive years, with cumulative losses exceeding 3.7 billion yuan from 2022 to 2024. The first quarter of 2025 showed a 44.38% year-on-year decline in net profit to 23.72 million yuan, with an actual loss of 74.74 million yuan after excluding non-recurring gains and losses [4][6] Financial Structure - As of March 2025, the company's debt-to-asset ratio rose to 89.76%, significantly higher than the industry average in pharmaceutical distribution. Short-term debt reached 13.043 billion yuan, while cash and cash equivalents were only 4.565 billion yuan, indicating ongoing pressure on short-term debt repayment capabilities [6] - Accounts receivable reached 15.367 billion yuan, exceeding 200% of the current operating revenue, leading to tight operating capital and high collection risks due to long-term occupation of funds by hospital clients [6] Future Development and Restructuring - In the first half of 2024, the company faced 109 lawsuits related to accounts receivable, with a total amount exceeding 535 million yuan. The company recorded goodwill impairment of over 800 million yuan in 2023 and expects to continue impairing between 400 million to 570 million yuan in 2024, maintaining a goodwill balance of 863 million yuan by year-end [7] - The company plans to focus on resource integration and market expansion in the medical device sector, aiming to optimize its industrial layout and deepen strategic cooperation for business transformation and upgrading [8]

Core Viewpoint - The company, Haiwang Bio, has announced the termination of its control change and private placement plan, marking the end of a capital cooperation that was initiated in early 2024 [2][8]. Group 1: Background of Control Change and Private Placement - The control change and private placement plan began on January 13, 2024, when Haiwang Bio and its controlling shareholder, Haiwang Group, signed a cooperation agreement with Sifang Group to transfer part of the shares [5]. - On July 28, 2024, a share transfer agreement was signed, where Sifang Group was to acquire 315.7 million unrestricted shares from Haiwang Group, representing 12% of Haiwang Bio's total shares [5][6]. - To ensure the smooth transfer of control, a voting rights waiver agreement was signed, where Haiwang Group would relinquish voting rights for 900.7 million shares, effectively transferring control to Sifang Group [5][6]. Group 2: Termination of Agreements - On June 6, 2025, the capital cooperation was abruptly terminated, with Haiwang Bio, Haiwang Group, and Sifang Group signing a termination agreement [8]. - The termination was described as a "no-fault termination," indicating that it was a result of amicable negotiations, with no party liable for breach of contract [8]. - Haiwang Group is required to return a deposit of 10 million yuan to Sifang Group within five days of the termination agreement's effectiveness [8]. Group 3: Impact of Termination - Following the termination, Haiwang Bio stated that there would be no change in its controlling shareholder or actual controller, and business operations would continue as normal [11]. - The company expressed regret for any inconvenience caused to investors and emphasized its commitment to focusing on core business areas, particularly in medical devices [11]. - Haiwang Bio indicated that it would continue to seek potential partnerships with state-owned enterprises for future equity cooperation opportunities [11]. Group 4: Financial Performance - In the first quarter of 2025, Haiwang Bio reported a revenue of 7.38 billion yuan, a year-on-year decrease of 8.8%, and a net profit attributable to shareholders of 23.72 million yuan, down 44.4% year-on-year [12]. - As of June 6, 2025, the company's stock price closed at 2.56 yuan per share, with a total market capitalization of 6.736 billion yuan [13].

Core Viewpoint - Haiwang Bio has faced continuous losses in 2023 and 2024, leading to the failure of its control transfer plan after three years of efforts [1][3]. Group 1: Control Transfer and Corporate Strategy - Haiwang Bio announced the termination of its control transfer and stock issuance to specific entities, which was intended to change its actual controller to the Guangdong Provincial Government [1]. - The company will continue to seek new cooperation partners among state-owned enterprises for equity cooperation and explore new development opportunities through resource integration and business collaboration [2]. Group 2: Financial Performance and Challenges - Haiwang Bio's net profit attributable to shareholders has shown consecutive losses of 1.69 billion yuan in 2023 and 1.193 billion yuan in 2024 [3]. - In Q1 2025, the company's net profit attributable to shareholders was 25 million yuan, a year-on-year decline of 44.38%, with a net loss of 74.74 million yuan after excluding non-recurring gains and losses [3]. - The company's accounts receivable reached 15.367 billion yuan, more than double its operating revenue, and its debt-to-asset ratio stood at 89.76%, the highest in the A-share pharmaceutical distribution sector [3].

Core Viewpoint - The company has decided to terminate its plan for a specific issuance of A-shares for 2024 after discussions with strategic investors, indicating a strategic adjustment in its operations [1][2]. Group 1: Termination of A-share Issuance - The termination of the A-share issuance will not have a substantial impact on the company's normal operations or harm shareholder interests [1]. - The decision was made after friendly consultations with Shenzhen Haiwang Group Co., Ltd. and Guangdong Silk Textile Group Co., Ltd. [1]. Group 2: Business Strategy and Performance - The company has been focusing on restructuring its business, particularly in the medical device sector, while divesting non-core and underperforming assets to enhance operational efficiency [1][2]. - In 2024, the company achieved a revenue of 30.317 billion yuan, maintaining steady growth despite a complex market environment [1]. - The company has completed goodwill impairment provisions, laying a solid foundation for future development [1]. Group 3: Medical Device Business - The company has established a comprehensive supply chain network covering over 20 provinces and cities in China, maintaining long-term stable partnerships with international brands like Siemens and Mindray Medical [2]. - Future plans include expanding the scale of its medical device agency business and deepening strategic cooperation with high-quality domestic and international suppliers [2]. Group 4: Financial Management and Outlook - As of the end of 2024, the company's goodwill was valued at approximately 379 million yuan, allowing it to focus on high-value-added business areas [2]. - The company has successfully completed equity transfers of several subsidiaries, optimizing its asset structure and supporting its transformation [2]. - Although facing short-term financial pressures, the effective release of goodwill risks and the strengthening of core businesses are expected to improve the company's operational status and create sustainable value for investors [2].

本公司及董事局全体成员保证信息披露的内容真实、准确、完整，没有虚假记载 、误导 性陈述或重大遗漏。 证券代码：000078 证券简称：海王生物 公告编号：2025-033 深圳市海王生物工程股份有限公司 关于终止控制权变更及向特定对象发行股票事项的公告 一、 关于公司控制权变更及向特定对象发行股票事项的基本情况 2024年1月13日，深圳市海王生物工程股份有限公司(以下简称"公司"或"海 王生物")、公司控股股东深圳海王集团股份有限公司（以下简称"海王集团"）及 广东省丝绸纺织集团有限公司（以下简称"丝纺集团"）签署了《关于深圳市海 王生物工程股份有限公司之合作协议书》（以下简称"《合作协议》"），约定 了海王集团拟向丝纺集团协议转让公司部分股份的合作方案。 2024年7月28日，丝纺集团与海王集团签署了《关于深圳市海王生物工程股 份有限公司之股份转让协议》（以下简称"《股份转让协议》"），约定海王集 团将其持有的公司315,734,800 股无限售条件流通股通过协议转让的方式转让给 丝纺集团，占截至本公告披露日公司股份总数的12%。 12%的股份及表决权，海王集团及其一致行动人持有的表决权数量为0，公司控 ...

证券代码：000078 证券简称：海王生物 公告编号：2025-032 深圳市海王生物工程股份有限公司 第九届监事会第二十次会议决议公告 本公司及监事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 一、监事会会议召开情况 深圳市海王生物工程股份有限公司（以下简称"公司"）第九届监事会第二 十次会议通知于 2025 年 6 月 3 日发出，并于 2025 年 6 月 6 日以通讯会议的形 式召开。会议应参与表决监事 3 人，实际参与表决监事 3 人。会议的召开和表决 程序符合《公司法》和《公司章程》的规定。 二、监事会会议审议情况 经与会监事审议，会议通过了以下议案： （一）审议通过了《关于终止 2024 年度向特定对象发行 A 股股票事项的议 案》 具体内容详见公司于本公告日在《证券时报》《中国证券报》《上海证券 报》《证券日报》及巨潮资讯网上刊登的《关于终止控制权变更及向特定对象发 行股票事项的公告》。 表决结果：3 票同意，0 票反对，0 票弃权。 2、其他文件。 特此公告。 深圳市海王生物工程股份有限公司 监 事 会 （二）审议通过了《关于与特定对象签署附条件生效的 ...

深圳市海王生物工程股份有限公司监事会 关于第九届监事会第二十次会议相关事项的意见 深圳市海王生物工程股份有限公司（以下简称"公司"）于 2025 年 6 月 6 日召开 了第九届监事会第二十次会议，监事会对第九届监事会第二十次会议相关事项发表审 核意见如下： 一、关于终止 2024 年度向特定对象发行 A 股股票事项的意见 深圳市海王生物工程股份有限公司 监 事 会 二〇二五年六月六日 经核查，监事会认为：公司各项业务经营正常，本次终止向特定对象发行股票事 项是基于公司控制权变更事项终止作出的审慎决策，相关决策程序依法合规，不会对 公司的生产经营活动产生实质性影响，不存在损害公司及全体股东，特别是中小股东 利益的情形。监事会同意本事项。 ...

证券代码：000078 证券简称：海王生物 公告编号：2025-031 深圳市海王生物工程股份有限公司 第九届董事局第二十四次会议决议公告 本公司及董事局全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、误导 性陈述或重大遗漏。 一、董事局会议召开情况 （一）审议通过了《关于终止 2024 年度向特定对象发行 A 股股票事项的议 案》 本议案业经公司 2025 年第三次独立董事专门会议审议，全体独立董事同意 将该事项提交公司董事局会议审议。具体内容详见公司于本公告日在《证券时 报》《中国证券报》《上海证券报》《证券日报》及巨潮资讯网上刊登的《关于终 止控制权变更及向特定对象发行股票事项的公告》。 表决结果：9 票同意，0 票反对，0 票弃权。 （二）审议通过了《关于与特定对象签署附条件生效的股份认购协议之解除 协议的议案》 深圳市海王生物工程股份有限公司（以下简称"公司"或"本公司"）第九届董 事局第二十四次会议的通知于2025年6月3日发出，并于2025年6月6日以通讯会议 的形式召开会议。会议应参与表决董事9人，实际参与表决董事9人。会议的召开 和表决程序符合《公司法》和《公司章程》的规定。 二、 ...

Group 1 - The company and its controlling shareholder, Haiwang Group, have terminated the cooperation agreement with Guangdong Silk Textile Group Co., Ltd [1] - The share transfer agreement and voting rights waiver agreement between Silk Textile Group and Haiwang Group, along with its concerted parties, have also been terminated [1] - The share subscription agreement between the company, Guangxin Group, and Silk Textile Group has been effectively terminated [1] Group 2 - Following the termination of these agreements, there has been no change in the company's controlling shareholder or actual controller [1]