证券代码：002022 证券简称：科华生物 公告编号：2025-044 债券代码：128124 债券简称：科华转债 上海科华生物工程股份有限公司 第十届监事会第十次会议决议公告 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 上海科华生物工程股份有限公司（以下简称"公司"）第十届监事会第十次 会议（以下简称"本次会议"或"会议"）通知于2025年8月15日以邮件方式送达 各位监事，会议于2025年8月25日以通讯表决方式召开。本次会议应出席监事3 人，实际出席监事3人。本次会议由监事会主席易超先生主持，会议的召开符合 《中华人民共和国公司法》、《上海科华生物工程股份有限公司章程》和《上海科 华生物工程股份有限公司监事会议事规则》的有关规定。 二、监事会会议审议情况 （一）审议通过《关于<2025 年半年度报告>及其摘要的议案》 经审议，监事会认为：公司董事会编制和审核《2025 年半年度报告》的程 序符合相关法律、行政法规的规定，报告内容真实、准确、完整地反映了公司的 实际情况，不存在任何虚假记载、误导性陈述或者重大遗漏。 《 2025 ...

| 证券代码:002022 | | --- | | 债券代码:128124 | 证券代码：002022 证券简称：科华生物 公告编号：2025-043 债券代码：128124 债券简称：科华转债 上海科华生物工程股份有限公司 第十届董事会第十六次会议决议公告 本公司及董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、董事会会议召开情况 上海科华生物工程股份有限公司（以下简称"公司"）第十届董事会第十六 次会议（以下简称"本次会议"或"会议"）通知于2025年8月15日以邮件方式送 达全体董事、监事及高级管理人员，会议于2025年8月25日以通讯表决方式召开。 本次会议应参会董事9人，实际参会董事9人（包含3名独立董事）。本次会议由公 司董事长李明先生主持，会议的召开符合《中华人民共和国公司法》、《上海科华 生物工程股份有限公司章程》和《上海科华生物工程股份有限公司董事会议事规 则》的有关规定。 反映了报告期内公司募集资金存放和使用的实际情况，不存在任何虚假记载、误 导性陈述或者重大遗漏，公司严格按照有关法律、法规的规定存放和使用募集资 金。 具体内容详见公司同日于《 ...

格隆汇8月26日丨科华生物(002022.SZ)公布2025年半年度报告，上半年公司实现营业收入7.94亿元，同 比下降12.65%；归属于上市公司股东的净利润-1.33亿元；归属于上市公司股东的扣除非经常性损益的 净利润-1.40亿元；基本每股收益-0.2595元。 ...

Section I Important Notice, Table of Contents, and Definitions This section provides crucial preliminary information, including important notices, the report's table of contents, a list of reference documents, and definitions of key terms [Important Notice](index=2&type=section&id=%E9%87%8D%E8%A6%81%E6%8F%90%E7%A4%BA) The company's board, supervisory board, and senior management guarantee the semi-annual report's accuracy, with forward-looking statements being uncertain and no plans for cash dividends or bonus shares - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, free from false records, misleading statements, or major omissions[4](index=4&type=chunk) - Forward-looking statements regarding future plans in this report are subject to uncertainties from macroeconomic and market conditions, and do not constitute substantive commitments to investors[4](index=4&type=chunk) - The company plans not to distribute cash dividends, issue bonus shares, or convert capital reserves into share capital[4](index=4&type=chunk) [Table of Contents](index=3&type=section&id=%E7%9B%AE%E5%BD%95) This section outlines the semi-annual report's structure, listing nine main chapters and their starting page numbers for quick navigation - The report's table of contents clearly lists nine main chapters, covering important notices, company profile, management discussion and analysis, corporate governance, significant matters, share changes, bond information, financial reports, and other submitted data[6](index=6&type=chunk) [Reference Documents](index=4&type=section&id=%E5%A4%87%E6%9F%A5%E6%96%87%E4%BB%B6%E7%9B%AE%E5%BD%95) This section specifies reference documents available to investors, including financial statements signed by the company's responsible person and accounting supervisor, and original copies of all company documents disclosed on the CSRC-designated website during the reporting period - Reference documents include financial statements bearing the signatures and seals of the company's responsible person, chief accountant, and head of the accounting department[8](index=8&type=chunk) - Original copies of all company documents and announcements publicly disclosed on the CSRC-designated website (http://www.cninfo.com.cn) during the reporting period are also available as reference documents[8](index=8&type=chunk) [Definitions](index=5&type=section&id=%E9%87%8A%E4%B9%89) This section defines common terms and abbreviations used in the report, covering company names, laws, regulations, subsidiary names, and specialized in-vitro diagnostics (IVD) terminology, ensuring accurate understanding of the report's content - Definitions include company entity names such as the Company, this Company, and Kehua Bio-engineering[9](index=9&type=chunk) - Covers laws and regulations such as the Company Law, Securities Law, and Articles of Association[9](index=9&type=chunk) - Defines industry-specific terms such as In Vitro Diagnostics (IVD), biochemical diagnosis, immunoassay, molecular diagnosis, POCT, and PCR[9](index=9&type=chunk) Section II Company Profile and Key Financial Indicators This section provides an overview of the company's basic information, contact details, key accounting data, and an analysis of non-recurring gains and losses [I. Company Profile](index=6&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E7%AE%80%E4%BB%8B) This section provides the company's basic information, including stock abbreviation, stock code, listing exchange, Chinese and English names, and legal representative, for investors to quickly understand the company's overview Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | 科华生物 | | Stock Code | 002022 | | Listing Stock Exchange | 深圳证券交易所 | | Company Chinese Name | 上海科华生物工程股份有限公司 | | Company Chinese Abbreviation | 科华生物 | | Company English Name | SHANGHAI KEHUA BIO-ENGINEERING CO.,LTD | | Company English Abbreviation | KHB | | Legal Representative | 李明 | [II. Contact Persons and Contact Information](index=6&type=section&id=%E4%BA%8C%E3%80%81%E8%81%94%E7%B3%BB%E4%BA%BA%E5%92%8C%E8%81%94%E7%B3%BB%E6%96%B9%E5%BC%8F) This section lists the names, contact addresses, phone numbers, faxes, and email addresses of the company's Board Secretary and Securities Affairs Representative, facilitating investor inquiries and communication Contact Persons and Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | 金红英 | 上海市徐汇区钦州北路 1189 号 | 021-64954576 | 021-64851044 | kehua@skhb.com | | Securities Affairs Representative | 陈兴龙 | 上海市徐汇区钦州北路 1189 号 | 021-64954576 | 021-64851044 | kehua@skhb.com | [III. Other Information](index=6&type=section&id=%E4%B8%89%E3%80%81%E5%85%B6%E4%BB%96%E6%83%85%E5%86%B5) This section states that the company's registered address, office address, website, email, information disclosure website, media names, and semi-annual report availability location remained unchanged during the reporting period, with details available in the 2024 annual report - The company's registered address, office address, postal code, website, email, and other details remained unchanged during the reporting period[13](index=13&type=chunk) - The securities exchange website and media names/URLs for the company's semi-annual report disclosure, along with the report's availability location, remained unchanged during the reporting period[14](index=14&type=chunk) [IV. Key Accounting Data and Financial Indicators](index=7&type=section&id=%E5%9B%9B%E3%80%81%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%92%8C%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) During the reporting period, the company's operating revenue decreased by **12.65%** year-on-year, and net profit attributable to shareholders declined by **154.37%** to a loss of **CNY 133 million**, while net cash flow from operating activities significantly increased by **57.92%** Key Accounting Data and Financial Indicators (Year-on-Year Change) | Indicator | Current Reporting Period (CNY) | Prior Year Period (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 793,574,870.31 | 908,526,752.98 | -12.65% | | Net Profit Attributable to Shareholders | -133,452,683.41 | -52,464,103.69 | -154.37% | | Net Profit Attributable to Shareholders Excluding Non-recurring Gains/Losses | -139,851,547.00 | -74,540,507.67 | -87.62% | | Net Cash Flow from Operating Activities | -50,996,640.71 | -121,178,619.00 | 57.92% | | Basic Earnings Per Share (CNY/share) | -0.2595 | -0.1035 | -150.72% | | Diluted Earnings Per Share (CNY/share) | -0.2595 | -0.1035 | -150.72% | | Weighted Average Return on Net Assets | -4.05% | -1.28% | Decreased by 2.77 percentage points | Key Accounting Data and Financial Indicators (Period-End Change) | Indicator | End of Current Reporting Period (CNY) | End of Prior Year (CNY) | Period-End Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 5,217,650,489.01 | 5,236,128,052.84 | -0.35% | | Net Assets Attributable to Shareholders | 3,245,747,305.82 | 3,349,826,403.95 | -3.11% | [V. Differences in Accounting Data Under Domestic and International Accounting Standards](index=7&type=section&id=%E4%BA%94%E3%80%81%E5%A2%83%E5%86%85%E5%A4%96%E4%BC%9A%E8%AE%A1%E5%87%86%E5%88%99%E4%B8%8B%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%B7%AE%E5%BC%82) This section states that during the reporting period, there were no differences in net profit and net assets between financial reports disclosed under International or foreign accounting standards and those under Chinese accounting standards - During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and those under Chinese Accounting Standards[17](index=17&type=chunk) - During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under foreign accounting standards and those under Chinese Accounting Standards[18](index=18&type=chunk) [VI. Non-recurring Gains and Losses and Their Amounts](index=7&type=section&id=%E5%85%AD%E3%80%81%E9%9D%9E%E7%BB%8F%E5%B8%B8%E6%80%A7%E6%8D%9F%E7%9B%8A%E9%A1%B9%E7%9B%AE%E5%8F%8A%E9%87%91%E9%A2%9D) This section details non-recurring gains and losses for the reporting period, totaling **CNY 6.3989 million**, primarily from non-current asset disposal, government grants, wealth management product income, and reversal of impairment provisions Non-recurring Gains and Losses and Their Amounts | Item | Amount (CNY) | Description | | :--- | :--- | :--- | | Gains/Losses from Disposal of Non-current Assets | 1,992,484.07 | | | Government Grants Recognized in Current Profit/Loss | 2,799,492.49 | | | Gains/Losses from Changes in Fair Value of Financial Assets and Liabilities Held by Non-financial Enterprises, and from Disposal of Financial Assets and Liabilities | 897,574.20 | Wealth Management Product Income | | Reversal of Impairment Provisions for Receivables Subject to Separate Impairment Testing | 3,612,487.90 | | | Other Non-operating Income and Expenses Apart from the Above Items | 46,892.82 | | | Other Income/Loss Items Meeting the Definition of Non-recurring Gains/Losses | 609,083.24 | Refund of Withholding Personal Income Tax Handling Fees | | Less: Income Tax Impact | 1,990,273.75 | | | Impact on Minority Interests (After Tax) | 1,568,877.38 | | | Total | 6,398,863.59 | | - The company does not classify any non-recurring gains and losses listed in the 'Interpretive Announcement No. 1 on Information Disclosure by Companies Issuing Securities to the Public—Non-recurring Gains and Losses' as recurring gains and losses[21](index=21&type=chunk) Section III Management Discussion and Analysis This section analyzes the company's main business, core competitiveness, financial performance, asset and liability status, investment activities, and risk factors, along with management's strategies [I. Company's Main Business During the Reporting Period](index=9&type=section&id=%E4%B8%80%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%85%AC%E5%8F%B8%E4%BB%8E%E4%BA%8B%E7%9A%84%E4%B8%BB%E8%A6%81%E4%B8%9A%E5%8A%A1) The company primarily engages in R&D, production, and sales of in-vitro diagnostic reagents and medical testing instruments, continuously expanding its product matrix across various diagnostic fields, including animal diagnostics, while navigating a growing yet policy-impacted IVD market [（一）Industry Overview](index=9&type=section&id=%EF%BC%88%E4%B8%80%EF%BC%89%E5%85%AC%E5%8F%B8%E6%89%80%E5%A4%84%E8%A1%8C%E4%B8%9A%E6%83%85%E5%86%B5) The company operates in the in-vitro diagnostics (IVD) sub-sector of the medical device industry, experiencing steady global growth, rapid expansion in developing countries, and a growing animal diagnostics market, while facing significant policy impacts in China - The global IVD market reached **$109.2 billion** in 2024, projected to grow to **$135.1 billion** by 2029, with a CAGR of approximately **4.3%**[23](index=23&type=chunk) - China's IVD market expanded from **CNY 43 billion** in 2016 to **CNY 118.5 billion** in 2023, with a CAGR of **15.58%**, and is expected to exceed **CNY 190 billion** by 2029, representing an **8.2%** CAGR from 2023[25](index=25&type=chunk)[26](index=26&type=chunk) - The global veterinary diagnostics market reached **$4.2 billion** in 2024, projected to grow to **$5.7 billion** by 2029, with a CAGR of **6.3%**, while China's pet disease diagnosis and treatment market grew at a **17.1%** CAGR from 2020 to 2025[28](index=28&type=chunk)[29](index=29&type=chunk) - National policies, such as the "14th Five-Year Plan for Medical Equipment Industry Development," support the IVD industry, but reforms like medical insurance payment, centralized procurement, and mutual recognition of test results significantly impact the sector[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) [（二）Company's Main Business](index=11&type=section&id=%EF%BC%88%E4%BA%8C%EF%BC%89%E5%85%AC%E5%8F%B8%E4%BB%8E%E4%BA%8B%E7%9A%84%E4%B8%BB%E8%A6%81%E4%B8%9A%E5%8A%A1) The company specializes in R&D, production, and sales of in-vitro diagnostic reagents and medical testing instruments, maintaining a strategic focus on comprehensive diagnostic solutions, with over **1,100** domestic and international registrations/certifications, and operating on a "production-to-order" model with both direct and distribution sales - The company's biochemical immunoassay assembly line business has achieved a "three-line integrated" product matrix, meeting customized needs for various application scenarios[34](index=34&type=chunk) - The company's chemiluminescence business segment has made breakthroughs in early screening for major diseases, testing capability certification, and innovative project R&D and clinical translation, with **12** projects achieving independent grouping qualification and full scores in the National Health Commission's Clinical Laboratory Center external quality assessment[35](index=35&type=chunk) - The company's molecular diagnostic reagent product R&D focuses on "clinical medicine," "blood safety," and "public health prevention and control," introducing the "sample in, result out" integrated detection and analysis system, Aurora PANA X6[37](index=37&type=chunk) - The company strategically deploys in clinical mass spectrometry, launching tandem mass spectrometry systems under a "dual-brand" model and independently developing the KHB Nova 9600 fully automatic mass spectrometry pre-processing system[38](index=38&type=chunk) - As of the end of the reporting period, the company and its subsidiaries held over **1,100** domestic and international registration certificates/filings/certifications, including over **130** EU IVDR certifications, with **4** new domestic Class II and Class III registration certificates and over **70** new foreign certifications added during the period[40](index=40&type=chunk) - The company operates on a "production-to-order" model and employs both direct sales and distribution channels, establishing an extensive dealer network[44](index=44&type=chunk) [II. Analysis of Core Competitiveness](index=15&type=section&id=%E4%BA%8C%E3%80%81%E6%A0%B8%E5%BF%83%E7%AB%9E%E4%BA%89%E5%8A%9B%E5%88%86%E6%9E%90) The company's core competitiveness stems from its industry-leading R&D and technological advantages, robust talent system, stringent production and quality control, nationwide marketing network, and extensive overseas client resources, supporting its sustained growth and market expansion in in-vitro diagnostics - The company consistently prioritizes R&D investment, adhering to a "instrument + reagent" synergistic development strategy, accumulating extensive R&D and technical experience in biochemical diagnosis, immunoassay, molecular diagnosis, and point-of-care testing (POCT) sub-fields[45](index=45&type=chunk) - The company has established a comprehensive quality management system, passing TÜV SÜD's annual audit, with subsidiaries Suzhou Tianlong and Xi'an Kehua successfully obtaining drug production licenses and in-vitro diagnostic reagent production licenses[46](index=46&type=chunk) - The company and its subsidiaries have built a professional marketing team with biological and medical backgrounds, mature management, and nationwide coverage, serving various medical institutions, research institutes, blood banks, biological product companies, CDCs, customs, third-party medical laboratories, physical examination centers, animal husbandry, and pet markets[47](index=47&type=chunk) - The company's products are exported to over **100** countries and regions, with its independently developed AIDS diagnostic reagents receiving WHO PQ certification and inclusion in procurement catalogs of multiple UN organizations[47](index=47&type=chunk) [III. Main Business Analysis](index=16&type=section&id=%E4%B8%89%E3%80%81%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E5%88%86%E6%9E%90) During the reporting period, the company's main business operating revenue decreased by **12.65%** to **CNY 793 million**, with operating costs declining by **8.20%**, resulting in a net loss attributable to shareholders and an overall gross profit margin decrease of **3.04** percentage points Key Financial Data Year-on-Year Changes | Indicator | Current Reporting Period (CNY) | Prior Year Period (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 793,574,870.31 | 908,526,752.98 | -12.65% | | Operating Costs | 496,885,326.02 | 541,247,222.45 | -8.20% | | Selling Expenses | 183,936,650.64 | 172,891,851.32 | 6.39% | | Administrative Expenses | 143,017,855.95 | 146,619,709.08 | -2.46% | | Financial Expenses | 4,404,726.37 | 12,499,085.44 | -64.76% | | Income Tax Expenses | 4,379,386.86 | -6,316,546.84 | 169.33% | | R&D Investment | 111,072,528.89 | 134,786,752.14 | -17.59% | | Net Cash Flow from Operating Activities | -50,996,640.71 | -121,178,619.00 | 57.92% | | Net Cash Flow from Investing Activities | -59,981,203.34 | 12,151,047.45 | -593.63% | | Net Cash Flow from Financing Activities | 62,354,563.54 | -73,866,497.68 | 184.42% | | Net Increase in Cash and Cash Equivalents | -48,038,362.39 | -185,286,934.79 | 74.07% | Operating Revenue Composition (by Product and Region) | Category | Current Reporting Period Amount (CNY) | Proportion of Operating Revenue | Prior Year Period Amount (CNY) | Proportion of Operating Revenue | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | **By Product** | | | | | | | Self-produced Products | 370,821,035.43 | 46.73% | 441,791,565.32 | 48.63% | -16.06% | | Agency Products | 394,898,373.68 | 49.76% | 437,851,083.36 | 48.19% | -9.81% | | **By Region** | | | | | | | Domestic | 565,531,975.82 | 71.26% | 718,744,362.22 | 79.11% | -21.32% | | International | 228,042,894.49 | 28.74% | 189,782,390.76 | 20.89% | 20.16% | Main Business Gross Profit Margin Changes | Category | Current Reporting Period Gross Profit Margin | Prior Year Period Gross Profit Margin | Gross Profit Margin YoY Change | | :--- | :--- | :--- | :--- | | In Vitro Diagnostics Industry | 37.39% | 40.43% | -3.04% | | Self-produced Products | 49.39% | 51.39% | -2.00% | | Agency Products | 21.93% | 26.98% | -5.05% | | Domestic | 37.00% | 41.38% | -4.38% | | International | 38.34% | 36.83% | 1.51% | [IV. Non-Main Business Analysis](index=18&type=section&id=%E5%9B%9B%E3%80%81%E9%9D%9E%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E5%88%86%E6%9E%90) During the reporting period, the company had no non-main business analysis, indicating its operations are primarily focused on core areas - The company had no non-main business analysis during the reporting period[54](index=54&type=chunk) [V. Analysis of Assets and Liabilities](index=18&type=section&id=%E4%BA%94%E3%80%81%E8%B5%84%E4%BA%A7%E5%8F%8A%E8%B4%9F%E5%80%BA%E7%8A%B6%E5%86%B5%E5%88%86%E6%9E%90) At the end of the reporting period, the company's total assets slightly decreased, with net assets attributable to shareholders declining by **3.11%**, while short-term borrowings significantly increased by **177.59%** due to operational needs, and overseas assets represented **20.84%** of the company's net assets Significant Changes in Asset Composition | Item | End of Current Reporting Period Amount (CNY) | Proportion of Total Assets | End of Prior Year Amount (CNY) | Proportion of Total Assets | Change in Proportion | | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 817,502,589.16 | 15.67% | 864,626,234.89 | 16.51% | -0.84% | | Accounts Receivable | 821,405,335.39 | 15.74% | 871,302,109.00 | 16.64% | -0.90% | | Inventories | 843,870,623.24 | 16.17% | 875,200,497.27 | 16.71% | -0.54% | | Fixed Assets | 839,665,991.29 | 16.09% | 802,484,780.76 | 15.33% | 0.76% | | Short-term Borrowings | 232,011,785.80 | 4.45% | 83,422,498.53 | 1.59% | 2.86% | | Net Assets Attributable to Shareholders | 3,245,747,305.82 | - | 3,349,826,403.95 | - | -3.11% | - Short-term borrowings increased by **2.86** percentage points, primarily due to increased bank borrowings based on operational needs[55](index=55&type=chunk) Major Overseas Assets | Specific Asset Content | Asset Size (CNY) | Location | Operating Model | Profit/Loss (CNY) | Proportion of Overseas Assets to Company's Net Assets | | :--- | :--- | :--- | :--- | :--- | :--- | | Technogenetics S.P.A | 804,568,676.63 | Italy | Subsidiary | -2,907,015.32 | 20.84% | Assets and Liabilities Measured at Fair Value | Item | Period-End Amount (CNY) | | :--- | :--- | | Trading Financial Assets | 274,487.85 | | Other Equity Instrument Investments | 23,393,686.00 | | Receivables Financing | 12,837,294.94 | | Total Above | 36,505,468.79 | Restricted Asset Status | Item | Book Balance (CNY) | Restriction Type | Restriction Details | | :--- | :--- | :--- | :--- | | Monetary Funds | 4,222,648.20 | Margin Deposit | Bank Acceptance Bill Margin | | Monetary Funds | 941,045.43 | Margin Deposit | Letter of Credit Margin | | Total | 5,163,693.63 | | | [VI. Investment Analysis](index=19&type=section&id=%E5%85%AD%E3%80%81%E6%8A%95%E8%B5%84%E7%8A%B6%E5%86%B5%E5%88%86%E6%9E%90) During the reporting period, the company's investment amount significantly increased by **638.99%** to **CNY 22.2608 million**, with financial asset investments primarily in Zheng Bang Technology shares, and **75.26%** of the 2020 convertible bond proceeds utilized for centralized procurement, regional testing center construction, and chemiluminescence production lines Investment Amount During the Reporting Period | Indicator | Amount (CNY) | | :--- | :--- | | Investment Amount in Current Reporting Period | 22,260,800.00 | | Investment Amount in Prior Year Period | 3,012,337.00 | | Change Rate | 638.99% | Securities Investment Status | Security Type | Security Code | Security Abbreviation | Period-End Book Value (CNY) | Profit/Loss in Reporting Period (CNY) | | :--- | :--- | :--- | :--- | :--- | | Domestic and Foreign Stocks | 002157 | 正邦科技 | 274,487.85 | -19,103.55 | - The company had no derivative investments during the reporting period[65](index=65&type=chunk) Overall Use of Raised Funds | Total Raised Funds (CNY 10,000) | Net Raised Funds (CNY 10,000) | Total Raised Funds Used in Current Period (CNY 10,000) | Total Raised Funds Used Cumulatively (CNY 10,000) | Proportion of Raised Funds Used at Period-End | | :--- | :--- | :--- | :--- | :--- | | 73,800 | 71,852.96 | 1,498.26 | 54,077.64 | 75.26% | Status of Committed Projects for Raised Funds | Committed Investment Project Name | Total Committed Investment (CNY 10,000) | Cumulative Investment at Period-End (CNY 10,000) | Investment Progress at Period-End | | :--- | :--- | :--- | :--- | | Centralized Procurement and Regional Testing Center Construction Project | 8,250 | 3,169.38 | 38.42% | | Chemiluminescence Production Line Construction Project (Adjusted) | 30,997.77 | 16,625.71 | 53.64% | | R&D Projects and Headquarters Operations Improvement Project | 21,893.94 | 21,956.2 | 100.28% | | Supplementary Working Capital Project | 12,658.29 | 12,326.35 | 97.38% | - The company had no changes in projects funded by raised capital during the reporting period[71](index=71&type=chunk) [VII. Disposal of Major Assets and Equity](index=22&type=section&id=%E4%B8%83%E3%80%81%E9%87%8D%E5%A4%A7%E8%B5%84%E4%BA%A7%E5%92%8C%E8%82%A1%E6%9D%83%E5%87%BA%E5%94%AE) During the reporting period, the company did not engage in any significant asset or equity disposal transactions - The company did not dispose of any major assets during the reporting period[72](index=72&type=chunk) - The company did not dispose of any major equity during the reporting period[73](index=73&type=chunk) [VIII. Analysis of Major Holding and Participating Companies](index=23&type=section&id=%E5%85%AB%E3%80%81%E4%B8%BB%E8%A6%81%E6%8E%A7%E8%82%A1%E5%8F%82%E8%82%A1%E5%85%AC%E5%8F%B8%E5%88%86%E6%9E%90) This section presents financial information for the company's major holding and participating companies, including Xi'an Tianlong, Shanghai Keshang Medical Equipment, and Kehua Bio-engineering International, with Xi'an Tianlong Technology Co., Ltd. reporting a net profit of **CNY 32.5124 million** during the period Major Subsidiaries and Participating Companies with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Main Business | Registered Capital (CNY) | Total Assets (CNY) | Net Assets (CNY) | Operating Revenue (CNY) | Operating Profit (CNY) | Net Profit (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Xi'an Tianlong Technology Co., Ltd. | Subsidiary | Diagnostic Instruments, Reagents | 62,020,000.00 | 1,457,019,516.63 | 1,158,004,086.79 | 203,971,082.11 | 33,832,778.36 | 32,512,445.43 | | Shanghai Keshang Medical Equipment Co., Ltd. | Subsidiary | Diagnostic Instruments, Reagents | 250,000,000.00 | 595,542,124.92 | 514,679,339.33 | 201,156,657.77 | 12,947,051.38 | 9,384,248.19 | | Kehua Bio-engineering International Co., Ltd. | Subsidiary | Diagnostic Instruments, Reagents | 342,690,536.00 HKD | 806,908,957.42 | 375,447,343.04 | 190,764,551.28 | -1,816,588.03 | 3,139,449.23 | - The newly established subsidiary, Xi'an Tianrui Jiangxin Technology Co., Ltd., during the reporting period, had no significant impact on the company's overall production, operations, or performance[75](index=75&type=chunk) [IX. Company-Controlled Structured Entities](index=23&type=section&id=%E4%B9%9D%E3%80%81%E5%85%AC%E5%8F%B8%E6%8E%A7%E5%88%B6%E7%9A%84%E7%BB%93%E6%9E%84%E5%8C%96%E4%B8%BB%E4%BD%93%E6%83%85%E5%86%B5) During the reporting period, the company had no controlled structured entities - The company had no controlled structured entities during the reporting period[76](index=76&type=chunk) [X. Risks Faced by the Company and Countermeasures](index=23&type=section&id=%E5%8D%81%E3%80%81%E5%85%AC%E5%8F%B8%E9%9D%A2%E4%B8%B4%E7%9A%84%E9%A3%8E%E9%99%A9%E5%92%8C%E5%BA%94%E5%AF%B9%E6%8E%AA%E6%96%BD) The company faces multiple risks, including changes in industry compliance regulations, medical insurance cost control, centralized procurement, new product R&D and registration, technological iteration, and overseas markets, for which it has developed countermeasures to ensure sustainable development - The company faces risks from changes in industry compliance regulations and will strictly adhere to policies, continuously improving its compliance management system[76](index=76&type=chunk) - Medical insurance cost control and industry centralized procurement may lead to a decrease in gross profit margins for some products, prompting the company to reduce costs, increase efficiency, strengthen R&D innovation, and adjust marketing strategies[76](index=76&type=chunk) - New product R&D and registration involve long cycles and risks of R&D failure or delayed registration, so the company will strengthen preliminary evaluations and market research, and establish a regulatory affairs department to ensure product registration[78](index=78&type=chunk) - The in-vitro diagnostics industry experiences rapid technological iteration, and the company will continuously monitor industry and market trends, actively develop cutting-edge products, and maintain R&D investment[79](index=79&type=chunk) - Overseas business faces uncertainties from import/export policies, international political and economic conditions, and exchange rate fluctuations, prompting the company to closely monitor the macroeconomic environment, strengthen foreign exchange risk management, and enhance localized operations[79](index=79&type=chunk) [XI. Formulation and Implementation of Market Value Management System and Valuation Enhancement Plan](index=24&type=section&id=%E5%8D%81%E4%B8%80%E3%80%81%E5%B8%82%E5%80%BC%E7%AE%A1%E7%90%86%E5%88%B6%E5%BA%A6%E5%92%8C%E4%BC%B0%E5%80%BC%E6%8F%90%E5%8D%87%E8%AE%A1%E5%88%92%E7%9A%84%E5%88%B6%E5%AE%9A%E8%90%BD%E5%AE%9E%E6%83%85%E5%86%B5) The company has formulated a valuation enhancement plan focusing on six aspects: concentrating on core business, deepening M&A, establishing long-term incentive mechanisms, prioritizing shareholder returns, strengthening investor relations, and encouraging shareholders to increase their holdings, to boost investment value and promote high-quality development - The company has disclosed a valuation enhancement plan, primarily involving six aspects: focusing on core business, deepening M&A, establishing and improving long-term incentive mechanisms, prioritizing shareholder returns, strengthening investor relations management, and encouraging shareholder to increase shareholding[80](index=80&type=chunk) [XII. Implementation of "Quality and Return Dual Enhancement" Action Plan](index=24&type=section&id=%E5%8D%81%E4%BA%8C%E3%80%81%22%E8%B4%A8%E9%87%8F%E5%9B%9E%E6%8A%A5%E5%8F%8C%E6%8F%90%E5%8D%87%22%E8%A1%8C%E5%8A%A8%E6%96%B9%E6%A1%88%E8%B4%AF%E5%BD%BB%E8%90%BD%E5%AE%9E%E6%83%85%E5%86%B5) The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan during the reporting period - The company did not disclose an announcement regarding the "Quality and Return Dual Enhancement" action plan[81](index=81&type=chunk) Section IV Corporate Governance, Environment, and Society This section covers changes in the company's directors, supervisors, and senior management, profit distribution plans, employee incentive measures, environmental information disclosure, and social responsibility initiatives [I. Changes in Directors, Supervisors, and Senior Management](index=25&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E8%91%A3%E4%BA%8B%E3%80%81%E7%9B%91%E4%BA%8B%E3%80%81%E9%AB%98%E7%BA%A7%E7%AE%A1%E7%90%86%E4%BA%BA%E5%91%98%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) During the reporting period, there were changes in the company's senior management, with Senior Vice President CHEN CHAO resigning due to personal reasons and CFO Luo Fang retiring Changes in Directors, Supervisors, and Senior Management | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | CHEN CHAO | Senior Vice President | Resignation | March 15, 2025 | Personal Reasons | | 罗芳 | CFO | Resignation | July 30, 2025 | Retirement | [II. Profit Distribution and Capital Reserve Conversion to Share Capital in Current Reporting Period](index=25&type=section&id=%E4%BA%8C%E3%80%81%E6%9C%AC%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%88%A9%E6%B6%A6%E5%88%86%E9%85%8D%E5%8F%8A%E8%B5%84%E6%9C%AC%E5%85%AC%E7%A7%AF%E9%87%91%E8%BD%AC%E5%A2%9E%E8%82%A1%E6%9C%AC%E6%83%85%E5%86%B5) The company plans not to distribute cash dividends, issue bonus shares, or convert capital reserves into share capital for the semi-annual period - The company plans not to distribute cash dividends, issue bonus shares, or convert capital reserves into share capital for the semi-annual period[84](index=84&type=chunk) [III. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=25&type=section&id=%E4%B8%89%E3%80%81%E5%85%AC%E5%8F%B8%E8%82%A1%E6%BF%80%E5%8A%B1%E8%AE%A1%E5%88%92%E3%80%81%E5%91%98%E5%B7%A5%E6%8C%81%E8%82%A1%E8%AE%A1%E5%88%92%E6%88%96%E5%85%B6%E4%BB%96%E5%91%98%E5%B7%A5%E6%BF%80%E5%8A%B1%E6%8E%AA%E6%96%BD%E7%9A%84%E5%AE%9E%E6%96%BD%E6%83%85%E5%86%B5) During the reporting period, the company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[85](index=85&type=chunk) [IV. Environmental Information Disclosure](index=25&type=section&id=%E5%9B%9B%E3%80%81%E7%8E%AF%E5%A2%83%E4%BF%A1%E6%81%AF%E6%8A%AB%E9%9C%B2%E6%83%85%E5%86%B5) The company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law - The listed company and its major subsidiaries are not included in the list of enterprises required to disclose environmental information by law[86](index=86&type=chunk) [V. Social Responsibility](index=25&type=section&id=%E4%BA%94%E3%80%81%E7%A4%BE%E4%BC%9A%E8%B4%A3%E4%BB%BB%E6%83%85%E5%86%B5) The company prioritizes sustainable development and social responsibility, aligning corporate growth with societal progress, and actively fostering win-win cooperation with stakeholders through robust corporate governance, transparent information disclosure, employee welfare, and strategic partnerships - The company continuously improves its corporate governance structure, optimizing internal systems based on the latest regulations, and has established a "Public Opinion Management System" to enhance its ability to respond to public sentiment[87](index=87&type=chunk) - The company actively fulfills its information disclosure obligations, committed to truthful, accurate, complete, timely, and fair disclosure, and communicates with investors through multiple channels[88](index=88&type=chunk) - The company values its employees, strengthens talent development, establishes a sound compensation management system, builds a performance-oriented talent promotion and incentive system, and addresses employees' cultural and recreational needs[89](index=89&type=chunk)[90](index=90&type=chunk) - The company is dedicated to providing high-quality products to customers, continuously deepening strategic cooperation with suppliers, and establishing a symbiotic, mutually beneficial, and sustainable development model with customers[91](index=91&type=chunk) Section V Significant Matters This section addresses various significant matters, including commitments, non-operating fund occupation, illegal external guarantees, auditor appointments, non-standard audit reports, bankruptcy reorganization, litigation, penalties, integrity status, related party transactions, major contracts, and other important issues [I. Fulfilled and Overdue Unfulfilled Commitments by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During the Reporting Period](index=27&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E5%AE%9E%E9%99%85%E6%8E%A7%E5%88%B6%E4%BA%BA%E3%80%81%E8%82%A1%E4%B8%9C%E3%80%81%E5%85%B3%E8%81%94%E6%96%B9%E3%80%81%E6%94%B6%E8%B4%AD%E4%BA%BA%E4%BB%A5%E5%8F%8A%E5%85%AC%E5%8F%B8%E7%AD%89%E6%89%BF%E8%AF%BA%E7%9B%B8%E5%85%B3%E6%96%B9%E5%9C%A8%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%B1%A5%E8%A1%8C%E5%AE%8C%E6%AF%95%E5%8F%8A%E6%88%AA%E8%87%B3%E6%8A%A5%E5%91%8A%E6%9C%9F%E6%9C%AB%E8%B6%85%E6%9C%9F%E6%9C%AA%E5%B1%A5%E8%A1%8C%E5%AE%8C%E6%AF%95%E7%9A%84%E6%89%BF%E8%AF%BA%E4%BA%8B%E9%A1%B9) During the reporting period, the company had no commitments that were fulfilled or overdue and unfulfilled by the actual controller, shareholders, related parties, acquirers, or the company itself - During the reporting period, the company had no commitments that were fulfilled or overdue and unfulfilled by the actual controller, shareholders, related parties, acquirers, or the company itself[93](index=93&type=chunk) [II. Non-Operating Funds Occupied by Controlling Shareholders and Other Related Parties](index=27&type=section&id=%E4%BA%8C%E3%80%81%E6%8E%A7%E8%82%A1%E8%82%A1%E4%B8%9C%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%B3%E8%81%94%E6%96%B9%E5%AF%B9%E4%B8%8A%E5%B8%82%E5%85%AC%E5%8F%B8%E7%9A%84%E9%9D%9E%E7%BB%8F%E8%90%A5%E6%80%A7%E5%8D%A0%E7%94%A8%E8%B5%84%E9%87%91%E6%83%85%E5%86%B5) During the reporting period, there were no instances of non-operating funds being occupied by controlling shareholders or other related parties of the listed company - During the reporting period, the company had no non-operating funds occupied by controlling shareholders or other related parties of the listed company[94](index=94&type=chunk) [III. Irregular External Guarantees](index=27&type=section&id=%E4%B8%89%E3%80%81%E8%BF%9D%E8%A7%84%E5%AF%B9%E5%A4%96%E6%8B%85%E4%BF%9D%E6%83%85%E5%86%B5) During the reporting period, the company had no irregular external guarantees - The company had no irregular external guarantees during the reporting period[95](index=95&type=chunk) [IV. Appointment and Dismissal of Accounting Firms](index=27&type=section&id=%E5%9B%9B%E3%80%81%E8%81%98%E4%BB%BB%E3%80%81%E8%A7%A3%E8%81%98%E4%BC%9A%E8%AE%A1%E5%B8%88%E4%BA%8B%E5%8A%A1%E6%89%80%E6%83%85%E5%86%B5) The company's semi-annual financial report was unaudited - The company's semi-annual report was unaudited[96](index=96&type=chunk) [V. Board of Directors' and Supervisory Board's Explanation of "Non-Standard Audit Report" for the Current Reporting Period](index=27&type=section&id=%E4%BA%94%E3%80%81%E8%91%A3%E4%BA%8B%E4%BC%9A%E3%80%81%E7%9B%91%E4%BA%8B%E4%BC%9A%E5%AF%B9%E4%BC%9A%E8%AE%A1%E5%B8%88%E4%BA%8B%E5%8A%A1%E6%89%80%E6%9C%AC%E6%8A%A5%E5%91%8A%E6%9C%9F%22%E9%9D%9E%E6%A0%87%E5%87%86%E5%AE%A1%E8%AE%A1%E6%8A%A5%E5%91%8A%22%E7%9A%84%E8%AF%B4%E6%98%8E) This section is not applicable as the company's semi-annual report was unaudited, thus no non-standard audit report explanation is required - Not applicable[97](index=97&type=chunk) [VI. Board of Directors' Explanation of "Non-Standard Audit Report" for the Prior Year](index=27&type=section&id=%E5%85%AD%E3%80%81%E8%91%A3%E4%BA%8B%E4%BC%9A%E5%AF%B9%E4%B8%8A%E5%B9%B4%E5%BA%A6%22%E9%9D%9E%E6%A0%87%E5%87%86%E5%AE%A1%E8%AE%A1%E6%8A%A5%E5%91%8A%22%E7%9B%B8%E5%85%B3%E6%83%85%E5%86%B5%E7%9A%84%E8%AF%B4%E6%98%8E) This section is not applicable as the company's semi-annual report was unaudited, thus no explanation for a prior year's non-standard audit report is provided - Not applicable[97](index=97&type=chunk) [VII. Bankruptcy and Reorganization Matters](index=27&type=section&id=%E4%B8%83%E3%80%81%E7%A0%B4%E4%BA%A7%E9%87%8D%E6%95%B4%E7%9B%B8%E5%85%B3%E4%BA%8B%E9%A1%B9) During the reporting period, the company had no bankruptcy and reorganization matters - The company had no bankruptcy and reorganization matters during the reporting period[97](index=97&type=chunk) [VIII. Litigation Matters](index=27&type=section&id=%E5%85%AB%E3%80%81%E8%AF%89%E8%AE%BC%E4%BA%8B%E9%A1%B9) During the reporting period, the company had no significant litigation or arbitration matters, but was involved in **30** other lawsuits, including **20** as plaintiff with **CNY 84.2102 million** at stake, and **10** as defendant with **CNY 12.5701 million** at stake, with **CNY 3.2769 million** in provisions for one defendant case, none having a significant impact on the company - The company had no significant litigation or arbitration matters during the current reporting period[98](index=98&type=chunk) Other Litigation Matters | Basic Information of Litigation (Arbitration) | Amount Involved (CNY 10,000) | Provision for Liabilities Formed | Litigation (Arbitration) Progress | Outcome and Impact of Litigation (Arbitration) | | :--- | :--- | :--- | :--- | :--- | | Summary of matters where the company was plaintiff, concluded at period-end, and did not meet the disclosure standard for significant litigation (arbitration) | 80.1 | No | Concluded | No significant impact | | Summary of matters where the company was plaintiff, unconcluded at period-end, and did not meet the disclosure standard for significant litigation (arbitration) | 8,421.02 | No | Ongoing | No significant impact | | Summary of matters where the company was defendant, concluded at period-end, and did not meet the disclosure standard for significant litigation (arbitration) | 45.73 | No | Concluded | No significant impact | | Summary of matters where the company was defendant, unconcluded at period-end, and did not meet the disclosure standard for significant litigation (arbitration) | 1,257.01 | Provision for liabilities formed for 1 case, others not formed | Ongoing | No significant impact | [IX. Penalties and Rectification](index=28&type=section&id=%E4%B9%9D%E3%80%81%E5%A4%84%E7%BD%9A%E5%8F%8A%E6%95%B4%E6%94%B9%E6%83%85%E5%86%B5) During the reporting period, the company had no penalties or rectification matters - The company had no penalties or rectification matters during the reporting period[100](index=100&type=chunk) [X. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller](index=28&type=section&id=%E5%8D%81%E3%80%81%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%85%B6%E6%8E%A7%E8%82%A1%E8%82%A1%E4%B8%9C%E3%80%81%E5%AE%9E%E9%99%85%E6%8E%A7%E5%88%B6%E4%BA%BA%E7%9A%84%E8%AF%9A%E4%BF%A1%E7%8A%B6%E5%86%B5) This section is not applicable as the integrity status of the company, its controlling shareholder, and actual controller was not disclosed - Not applicable[101](index=101&type=chunk) [XI. Significant Related Party Transactions](index=28&type=section&id=%E5%8D%81%E4%B8%80%E3%80%81%E9%87%8D%E5%A4%A7%E5%85%B3%E8%81%94%E4%BA%A4%E6%98%93) During the reporting period, the company had no related party transactions related to daily operations, asset/equity acquisitions or disposals, joint external investments, or related party receivables/payables, nor any financial business with affiliated financial companies - The company had no related party transactions related to daily operations during the reporting period[101](index=101&type=chunk) - The company had no related party transactions involving asset or equity acquisitions/disposals during the reporting period[102](index=102&type=chunk) - The company had no related party transactions involving joint external investments during the reporting period[103](index=103&type=chunk) - The company had no related party receivables or payables during the reporting period[104](index=104&type=chunk) - The company had no deposits, loans, credit lines, or other financial business with affiliated financial companies[105](index=105&type=chunk) - The company's controlled financial company had no deposits, loans, credit lines, or other financial business with related parties[106](index=106&type=chunk) - The company had no other significant related party transactions during the reporting period[107](index=107&type=chunk) [XII. Major Contracts and Their Performance](index=29&type=section&id=%E5%8D%81%E4%BA%8C%E3%80%81%E9%87%8D%E5%A4%A7%E5%90%88%E5%90%8C%E5%8F%8A%E5%85%B6%E5%B1%A5%E8%A1%8C%E6%83%85%E5%86%B5) During the reporting period, the company had no entrustment, contracting, or leasing matters, or other major contracts, but provided a **CNY 5 million** joint liability guarantee to its subsidiary Kehua (Xi'an) Bio-engineering Co., Ltd., representing **0.15%** of the company's net assets, and engaged in **CNY 548 million** in wealth management, with no overdue amounts at period-end - The company had no entrustment, contracting, or leasing situations during the reporting period[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) Company's Guarantees to Subsidiaries | Name of Guaranteed Party | Guarantee Limit (CNY 10,000) | Actual Guarantee Amount (CNY 10,000) | Guarantee Type | Guarantee Period | Fulfilled | | :--- | :--- | :--- | :--- | :--- | :--- | | Kehua (Xi'an) Bio-engineering Co., Ltd. | 500 | 500 | Joint Liability Guarantee | Three years from the maturity date of the principal debt | No | | Total Approved Guarantee Limit for Subsidiaries in Reporting Period | 20,000 | | | | | | Total Actual Guarantee Amount for Subsidiaries in Reporting Period | | 500 | | | | | Total Approved Guarantee Limit for Subsidiaries at Period-End | 20,000 | | | | | | Total Actual Guarantee Balance for Subsidiaries at Period-End | | 500 | | | | | Proportion of Actual Total Guarantee to Company's Net Assets | | 0.15% | | | | Wealth Management Status | Specific Type | Source of Wealth Management Funds | Amount of Wealth Management Transactions (CNY 10,000) | Unmatured Balance (CNY 10,000) | Overdue Unrecovered Amount (CNY 10,000) | | :--- | :--- | :--- | :--- | :--- | | Bank Wealth Management Products | Own Funds | 54,800 | 0 | 0 | - The company had no other significant contracts during the reporting period[116](index=116&type=chunk) [XIII. Explanation of Other Significant Matters](index=31&type=section&id=%E5%8D%81%E4%B8%89%E3%80%81%E5%85%B6%E4%BB%96%E9%87%8D%E5%A4%A7%E4%BA%8B%E9%A1%B9%E7%9A%84%E8%AF%B4%E6%98%8E) During the reporting period, the company had no other significant matters requiring explanation - The company had no other significant matters requiring explanation during the reporting period[117](index=117&type=chunk) [XIV. Significant Matters of Company Subsidiaries](index=31&type=section&id=%E5%8D%81%E5%9B%9B%E3%80%81%E5%85%AC%E5%8F%B8%E5%AD%90%E5%85%AC%E5%8F%B8%E9%87%8D%E5%A4%A7%E4%BA%8B%E9%A1%B9) During the reporting period, the company had no significant matters concerning its subsidiaries - The company had no significant matters concerning its subsidiaries during the reporting period[118](index=118&type=chunk) Section VI Changes in Shares and Shareholder Information This section details changes in the company's share capital, securities issuance and listing, shareholder numbers and holdings, changes in director, supervisor, and senior management shareholdings, changes in controlling shareholder or actual controller, and preferred share information [I. Changes in Shares](index=32&type=section&id=%E4%B8%80%E3%80%81%E8%82%A1%E4%BB%BD%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) During the reporting period, the company's total shares increased by **870** to **514,318,459** due to convertible bond conversions, with a corresponding increase in unrestricted shares and no change in restricted shares Changes in Shares | Share Category | Number of Shares Before Change | Increase/Decrease in This Change (+, -) | Number of Shares After Change | | :--- | :--- | :--- | :--- | | I. Restricted Shares | 73,125 | 0 | 73,125 | | II. Unrestricted Shares | 514,244,464 | 870 | 514,245,334 | | III. Total Shares | 514,317,589 | 870 | 514,318,459 | - The company's convertible bonds entered the conversion period on February 3, 2021, with a total of **870** shares converted during the reporting period, increasing the company's share capital by **870** shares[121](index=121&type=chunk) - The company had no changes in restricted shares during the reporting period[123](index=123&type=chunk) [II. Securities Issuance and Listing](index=33&type=section&id=%E4%BA%8C%E3%80%81%E8%AF%81%E5%88%B8%E5%8F%91%E8%A1%8C%E4%B8%8E%E4%B8%8A%E5%B8%82%E6%83%85%E5%86%B5) During the reporting period, the company had no securities issuance or listing activities - The company had no securities issuance or listing activities during the reporting period[123](index=123&type=chunk) [III. Company Shareholder Numbers and Shareholding Status](index=33&type=section&id=%E4%B8%89%E3%80%81%E5%85%AC%E5%8F%B8%E8%82%A1%E4%B8%9C%E6%95%B0%E9%87%8F%E5%8F%8A%E6%8C%81%E8%82%A1%E6%83%85%E5%86%B5) At the end of the reporting period, the total number of common shareholders was **42,234**, with Zhuhai Baolian Investment Holding Co., Ltd. and Xi'an Zhitong Benyi Enterprise Management Partnership (Limited Partnership) being the top two shareholders, holding **13.64%** and **5.00%** respectively, forming a concerted action, and the company's share repurchase account holding **13,696,600** shares, or **2.66%** of the total share capital - At the end of the reporting period, the total number of common shareholders was **42,234**[124](index=124&type=chunk) Shareholding Status of Shareholders Holding 5% or More or Top 10 Shareholders | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at Period-End (shares) | Number of Unrestricted Shares Held (shares) | | :--- | :--- | :--- | :--- | :--- | | Zhuhai Baolian Investment Holding Co., Ltd. | State-owned Legal Person | 13.64% | 70,147,179 | 70,147,179 | | Xi'an Zhitong Benyi Enterprise Management Partnership (Limited Partnership) | Domestic Non-state-owned Legal Person | 5.00% | 25,715,859 | 25,715,859 | | Wanqiao Industrial Finance Investment (Guangzhou) Co., Ltd. | Domestic Non-state-owned Legal Person | 1.68% | 8,664,000 | 8,664,000 | | Shanghai Puzhen Private Equity Fund Management Co., Ltd. - Puzhen Ruoyu No. 2 Private Securities Investment Fund | Other | 1.06% | 5,470,000 | 5,470,000 | | 林腾光 | Domestic Natural Person | 0.86% | 4,414,825 | 4,414,825 | | 胡宏伟 | Domestic Natural Person | 0.69% | 3,540,000 | 3,540,000 | | 李伟奇 | Domestic Natural Person | 0.59% | 3,010,000 | 3,010,000 | | Hong Kong Securities Clearing Company Limited | Foreign Legal Person | 0.50% | 2,584,874 | 2,584,874 | | 何斌榕 | Domestic Natural Person | 0.50% | 2,579,200 | 2,579,200 | | 孙宇羿 | Domestic Natural Person | 0.42% | 2,142,900 | 2,142,900 | - Xi'an Zhitong Benyi Enterprise Management Partnership (Limited Partnership) is the company's controlling shareholder, and together with Zhuhai Baolian Investment Holding Co., Ltd., they signed a "Voting Rights Entrustment Agreement" on January 11, 2024, forming a concerted action[124](index=124&type=chunk) - As of the end of the reporting period, the company's share repurchase dedicated securities account held **13,696,600** shares, accounting for **2.66%** of the company's total share capital[125](index=125&type=chunk) [IV. Changes in Shareholdings of Directors, Supervisors, and Senior Management](index=34&type=section&id=%E5%9B%9B%E3%80%81%E8%91%A3%E4%BA%8B%E3%80%81%E7%9B%91%E4%BA%8B%E5%92%8C%E9%AB%98%E7%BA%A7%E7%AE%A1%E7%90%86%E4%BA%BA%E5%91%98%E6%8C%81%E8%82%A1%E5%8F%98%E5%8A%A8) The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period, with details available in the 2024 annual report - The shareholdings of the company's directors, supervisors, and senior management remained unchanged during the reporting period[127](index=127&type=chunk) [V. Changes in Controlling Shareholder or Actual Controller](index=34&type=section&id=%E4%BA%94%E3%80%81%E6%8E%A7%E8%82%A1%E8%82%A1%E4%B8%9C%E6%88%96%E5%AE%9E%E9%99%85%E6%8E%A7%E5%88%B6%E4%BA%BA%E5%8F%98%E6%9B%B4%E6%83%85%E5%86%B5) During the reporting period, there were no changes in the company's controlling shareholder or actual controller - The company's controlling shareholder remained unchanged during the reporting period[128](index=128&type=chunk) - The company's actual controller remained unchanged during the reporting period[128](index=128&type=chunk) [VI. Preferred Shares](index=35&type=section&id=%E5%85%AD%E3%80%81%E4%BC%98%E5%85%88%E8%82%A1%E7%9B%B8%E5%85%B3%E6%83%85%E5%86%B5) During the reporting period, the company had no preferred shares - During the reporting period, the company had no preferred shares[129](index=129&type=chunk) Section VII Bond-Related Information This section provides details on the company's enterprise bonds, corporate bonds, non-financial enterprise debt financing instruments, and convertible corporate bonds, including their issuance, changes, and credit ratings [I. Enterprise Bonds](index=36&type=section&id=%E4%B8%80%E3%80%81%E4%BC%81%E4%B8%9A%E5%80%BA%E5%88%B8) During the reporting period, the company had no enterprise bonds - During the reporting period, the company had no enterprise bonds[131](index=131&type=chunk) [II. Corporate Bonds](index=36&type=section&id=%E4%BA%8C%E3%80%81%E5%85%AC%E5%8F%B8%E5%80%BA%E5%88%B8) During the reporting period, the company had no corporate bonds - During the reporting period, the company had no corporate bonds[132](index=132&type=chunk) [III. Non-Financial Enterprise Debt Financing Instruments](index=36&type=section&id=%E4%B8%89%E3%80%81%E9%9D%9E%E9%87%91%E8%9E%8D%E4%BC%81%E4%B8%9A%E5%80%BA%E5%8A%A1%E8%9E%8D%E8%B5%84%E5%B7%A5%E5%85%B7) During the reporting period, the company had no non-financial enterprise debt financing instruments - During the reporting period, the company had no non-financial enterprise debt financing instruments[133](index=133&type=chunk) [IV. Convertible Corporate Bonds](index=36&type=section&id=%E5%9B%9B%E3%80%81%E5%8F%AF%E8%BD%AC%E6%8D%A2%E5%85%AC%E5%8F%B8%E5%80%BA%E5%88%B8) The company issued **CNY 738 million** in "Kehua Convertible Bonds" in 2020 with a 6-year term; during the reporting period, convertible bonds decreased by **CNY 18,000** due to conversions, with **CNY 225.2061 million** remaining unconverted, and the company maintains a stable A+ credit rating with sufficient solvency - On July 28, 2020, the company publicly issued **7.38 million** convertible corporate bonds, totaling **CNY 738 million**, with the bond abbreviation "Kehua Convertible Bonds," bond code "128124," and a 6-year term[134](index=134&type=chunk) - "Kehua Convertible Bonds" are unsecured, with **7,432** bondholders at the end of the reporting period[135](index=135&type=chunk) Convertible Bond Changes in Reporting Period | Convertible Corporate Bond Name | Amount Before Change (CNY) | Increase/Decrease in This Change (Conversion) (CNY) | Amount After Change (CNY) | | :--- | :--- | :--- | :--- | | Shanghai Kehua Bio-engineering Co., Ltd. 2020 Convertible Corporate Bonds | 225,224,100.00 | 18,000.00 | 225,206,100.00 | Cumulative Conversion Status | Convertible Corporate Bond Name | Total Issued Amount (bonds) | Cumulative Converted Shares (shares) | Unconverted Amount (CNY) | Proportion of Unconverted Amount to Total Issued Amount | | :--- | :--- | :--- | :--- | :--- | | Shanghai Kehua Bio-engineering Co., Ltd. 2020 Convertible Corporate Bonds | 7,380,000 | 40,566 | 225,206,100.00 | 30.52% | - As of the end of the reporting period, the company's convertible corporate bonds had **2,252,061** unconverted bonds, with a debt-to-asset ratio of **26.00%** and a monetary fund balance of **CNY 817,502,589.16**[141](index=141&type=chunk) - United Credit Ratings Co., Ltd. maintained the company's long-term corporate credit rating at A+ and the "Kehua Convertible Bonds" credit rating at A+, with a stable outlook[141](index=141&type=chunk) [V. Consolidated Statement Loss Exceeding 10% of Net Assets at Prior Year-End in Reporting Period](index=38&type=section&id=%E4%BA%94%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%90%88%E5%B9%B6%E6%8A%A5%E8%A1%A8%E8%8C%83%E5%9B%B4%E4%BA%8F%E6%8D%9F%E8%B6%85%E8%BF%87%E4%B8%8A%E5%B9%B4%E6%9C%AB%E5%87%80%E8%B5%84%2010%25) During the reporting period, the company's consolidated statement loss did not exceed **10%** of its net assets at the prior year-end - During the reporting period, the company's consolidated statement loss did not exceed **10%** of its net assets at the prior year-end[142](index=142&type=chunk) [VI. Key Accounting Data and Financial Indicators for the Past Two Years as of the End of the Reporting Period](index=38&type=section&id=%E5%85%AD%E3%80%81%E6%88%AA%E8%87%B3%E6%8A%A5%E5%91%8A%E6%9C%9F%E6%9C%AB%E5%85%AC%E5%8F%B8%E8%BF%91%E4%B8%A4%E5%B9%B4%E7%9A%84%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%92%8C%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) At the end of the reporting period, the company's current ratio and quick ratio both decreased, while the asset-liability ratio increased by **2.06** percentage points, and net profit after deducting non-recurring gains/losses declined by **125.59%**, with significant drops in EBITDA to total debt ratio and interest coverage ratio Key Accounting Data and Financial Indicators | Item | End of Current Reporting Period | End of Prior Year | Period-End Change | | :--- | :--- | :--- | :--- | | Current Ratio | 2.99 | 3.46 | -13.58% | | Asset-Liability Ratio | 26.00% | 23.94% | Increased by 2.06 percentage points | | Quick Ratio | 2.07 | 2.39 | -13.39% | | **Item** | **Current Reporting Period** | **Prior Year Period** | **YoY Change** | | Net Profit After Deducting Non-recurring Gains/Losses (CNY 10,000) | -14,808.44 | -6,564.25 | -125.59% | | EBITDA to Total Debt Ratio | -0.75% | 6.00% | Decreased by 6.75 percentage points | | Interest Coverage Ratio | -10.15 | -0.82 | -1,137.80% | | Cash Interest Coverage Ratio | -10.94 | -18.86 | 41.99% | | EBITDA Interest Coverage Ratio | -0.83 | 4.01 | -120.70% | | Loan Repayment Rate | 100.00% | 100.00% | 0.00% | | Interest Payment Rate | 100.00% | 100.00% | 0.00% | Section VIII Financial Report This section includes the audit report, comprehensive financial statements (balance sheet, income statement, cash flow statement, statement of changes in owner's equity), company basic information, basis of financial statement preparation, significant accounting policies and estimates, taxation, notes to consolidated financial statements, R&D expenses, changes in consolidation scope, equity in other entities, government grants, financial instrument risks, fair value disclosures, related parties and related party transactions, commitments and contingencies, post-balance sheet events, other significant matters, and notes to parent company financial statements, along with supplementary information [I. Audit Report](index=39&type=section&id=%E4%B8%80%E3%80%81%E5%AE%A1%E8%AE%A1%E6%8A%A5%E5%91%8A) The company's semi-annual financial report was unaudited - The company's semi-annual financial report was unaudited[145](index=145&type=chunk) [II. Financial Statements](index=39&type=section&id=%E4%BA%8C%E3%80%81%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8) This section provides the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in owner's equity, comprehensively presenting the company's financial position at the end of the reporting period and its operating results, cash flows, and changes in owner's equity during the period - The consolidated balance sheet shows that as of June 30, 2025, the company's total assets were **CNY 5,217,650,489.01**, total liabilities were **CNY 1,356,515,882.94**, and total owner's equity was **CNY 3,861,134,606.07**[147](index=147&type=chunk)[149](index=149&type=chunk) - The consolidated income statement shows that for the first half of 2025, total operating revenue was **CNY 793,574,870.31**, net profit was **CNY -140,116,685.34**, and net profit attributable to parent company shareholders was **CNY -133,452,683.41**[156](index=156&type=chunk)[157](index=157&type=chunk) - The consolidated cash flow statement shows that for the first half of 2025, net cash flow from operating activities was **CNY -50,996,640.71**, net cash flow from investing activities was **CNY -59,981,203.34**, and net cash flow from financing activities was **CNY 62,354,563.54**[161](index=161&type=chunk)[162](index=162&type=chunk) [III. Company Basic Information](index=57&type=section&id=%E4%B8%89%E3%80%81%E5%85%AC%E5%8F%B8%E5%9F%BA%E6%9C%AC%E6%83%85%E5%86%B5) The company was established on November 23, 1998, listed on the Shenzhen Stock Exchange on July 21, 2004, and primarily engages in R&D, production, and sales of in-vitro diagnostic reagents and medical testing instruments, with a total of **514,318,459** shares and Li Ming as its legal representative as of June 30, 2025 - The company was registered with the Shanghai Administration for Industry and Commerce on November 23, 1998, and listed on the Shenzhen Stock Exchange on July 21, 2004[180](index=180&type=chunk) - As of June 30, 2025, the company's total shares were **514,318,459**, and its legal representative was Li Ming[180](index=180&type=chunk) - The company belongs to the medical device industry, with its main business being the R&D, production, and sales of in-vitro diagnostic reagents and medical testing instruments[180](index=180&type=chunk) [IV. Basis of Financial Statement Preparation](index=57&type=section&id=%E5%9B%9B%E3%80%81%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E7%9A%84%E7%BC%96%E5%88%B6%E5%9F%BA%E7%A1%80) The company prepares its financial statements on a going concern basis, recognizing and measuring transactions in accordance with enterprise accounting standards and relevant CSRC regulations, and has assessed its ability to continue as a going concern for the next 12 months without identifying any adverse factors - The company prepares its financial statements on a going concern basis, recognizing and measuring transactions and events in accordance with enterprise accounting standards, their application guidelines, and interpretations[181](index=181&type=chunk) - The company has assessed its ability to continue as a going concern for the 12 months from the end of the reporting period and has not identified any matters affecting its going concern ability[182](index=182&type=chunk) [V. Significant Accounting Policies and Estimates](index=57&type=section&id=%E4%BA%94%E3%80%81%E9%87%8D%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%94%BF%E7%AD%96%E5%8F%8A%E4%BC%9A%E8%AE%A1%E4%BC%B0%E8%AE%A1) This section details the company's specific accounting policies and estimates for business combinations, consolidated financial statements, financial instruments, inventories, revenue recognition, government grants, and deferred income tax, ensuring transparency and compliance with enterprise accounting standards, using CNY as the functional currency and setting materiality thresholds - The financial statements prepared by the company comply with the requirements of enterprise accounting standards, truthfully and completely reflecting the company's financial position, operating results, changes in owner's equity, and cash flows[184](index=184&type=chunk) - The company has set various materiality thresholds, such as **CNY 1 million** or **CNY 5 million** for the amount of bad debt provisions recovered or reversed, significant construction-in-progress projects, and significant capitalized R&D projects[188](index=188&type=chunk) - The company classifies financial assets at initial recognition based on the business model for managing financial assets and the contractual cash flow characteristics of the financial assets, into those measured at amortized cost, at fair value through profit or loss, or at fair value through other comprehensive income[214](index=214&type=chunk) - The company recognizes revenue when it satisfies a performance obligation in the contract, meaning when the customer obtains control of the related goods; for sales of diagnostic reagents and consumables, revenue is recognized when goods are shipped, delivered as per contract, customer receipts are obtained, and invoices are issued[296](index=296&type=chunk)[302](index=302&type=chunk) [VI. Taxation](index=88&type=section&id=%E5%85%AD%E3%80%81%E7%A8%8E%E9%A1%B9) This section details the company's and its subsidiaries' main tax categories and applicable rates, along with tax incentives enjoyed, including high-tech enterprise income tax, small-profit enterprise income tax, Hong Kong profits tax two-tiered system, simplified VAT collection and advanced manufacturing VAT super deduction policies Main Tax Categories and Rates | Tax Type | Tax Base | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Sales of goods and taxable services calculated according to tax laws, after deducting deductible input VAT, the difference is VAT payable | 0%, 3%, 4%, 5%, 6%, 9%, 10%, 13%, 22% |

证券日报网讯科华生物（002022）8月25日在互动平台回答投资者提问时表示，关于公司与西安经济技 术开发区管委会签署的投资合作协议涉及的各项后续事宜，公司将严格按照相关法律法规和《公司章 程》的有关规定，及时履行相应的审批程序和信息披露义务，请以公司后续披露的公告为准。 ...

Group 1 - The company held its 15th meeting of the 10th Board of Directors on August 22, 2025, with all 9 directors present, including 3 independent directors [2][4] - The Board decided not to lower the conversion price of the "Kehua Convertible Bonds" for the next six months, from August 23, 2025, to February 22, 2026, despite triggering the downward adjustment clause [3][15] - The decision was made based on the company's confidence in its long-term stable development and intrinsic value, considering various factors such as stock price trends and market conditions [15] Group 2 - The "Kehua Convertible Bonds" were issued on July 28, 2020, with a total of 7.38 million bonds at a face value of 100 yuan each, amounting to a total issuance of 738 million yuan [9] - The initial conversion price was set at 21.50 yuan per share, which has undergone several adjustments due to various corporate actions, with the latest adjustment bringing it to 20.64 yuan per share effective from May 10, 2023 [10][12] - The downward adjustment clause allows the Board to propose a reduction in the conversion price if the stock price falls below 90% of the conversion price for at least 10 out of 20 consecutive trading days [13]

Group 1 - Shanghai Kehua Bio-engineering Co., Ltd. has invested 10 million RMB to establish Shenzhen Kehua Huijian Technology Co., Ltd., holding 100% of the shares [1] - Shenzhen Kehua Huijian Technology Co., Ltd. was founded on August 5, 2025, with a registered capital of 10 million RMB and is located in Shenzhen [1] - The company operates in the software and information technology services industry, offering a wide range of services including technology development, medical device sales, artificial intelligence software development, and health consulting services [1] Group 2 - The company is involved in various sectors such as medical technology, data processing, and internet services, with specific activities requiring approval from relevant authorities [1] - The business scope includes first and second-class medical device sales and rentals, intelligent robotics research and sales, and internet data services [1] - The legal representative of the company is Liang Jiaming [1]

Core Viewpoint - The company has decided not to adjust the conversion price of its convertible bonds, despite triggering conditions for a downward adjustment due to stock price performance [1][7]. Group 1: Convertible Bond Basic Information - The company issued 7.38 million convertible bonds with a face value of 73.8 million yuan on July 28, 2020, with the initial conversion price set at 21.50 yuan per share [2]. - The conversion price has been adjusted multiple times due to various corporate actions, with the latest adjustment resulting in a conversion price of 21.24 yuan per share [4][5]. Group 2: Downward Adjustment Clause - The downward adjustment clause for the convertible bonds is triggered if the stock price closes below 90% of the current conversion price for at least 10 out of 20 consecutive trading days [6]. - If the company decides to adjust the conversion price, it must follow specific procedures, including shareholder approval and public disclosure [6]. Group 3: Decision on Price Adjustment - The board of directors has chosen not to exercise the right to adjust the conversion price, citing confidence in the company's long-term development and market conditions [7]. - The decision will remain in effect for six months, after which the company will reassess the situation if the adjustment conditions are triggered again [7].

Core Viewpoint - The company has decided not to lower the conversion price of its convertible bonds, "Kehua Convertible Bonds," and will not propose any downward adjustments for the next six months [2]. Summary by Relevant Sections - **Board Meeting Decision**: On August 22, 2025, the company's board of directors held the fifteenth meeting of the tenth session and approved the proposal not to adjust the conversion price of "Kehua Convertible Bonds" downward [2]. - **Future Adjustments**: The company will not propose any downward adjustment to the conversion price even if the conditions for such adjustments are triggered again within the next six months, from August 23, 2025, to February 22, 2026 [2]. - **Post Six-Month Review**: After the six-month period, starting from February 23, 2026, if the conditions for downward adjustment are triggered again, the company will follow the procedures outlined in the prospectus for the convertible bonds and fulfill its disclosure obligations [2].

上海科华生物工程股份有限公司 | 证券代码:002022 | | --- | | 债券代码:128124 | 证券代码：002022 证券简称：科华生物 公告编号：2025-041 债券代码：128124 债券简称：科华转债 一、董事会会议召开情况 上海科华生物工程股份有限公司（以下简称"公司"）第十届董事会第十五 次会议（以下简称"本次会议"或"会议"）通知于 2025 年 8 月 19 日以邮件方 式送达全体董事、监事及高级管理人员，会议于 2025 年 8 月 22 日以通讯表决的 方式召开。本次会议应参会董事 9 人，实际参会董事 9 人（包含 3 名独立董事）。 本次会议由公司董事长李明先生主持，会议的召开符合《中华人民共和国公司法》、 《上海科华生物工程股份有限公司章程》和《上海科华生物工程股份有限公司董 事会议事规则》的有关规定。 二、董事会会议审议情况 （一）审议通过《关于不向下修正"科华转债"转股价格的议案》 三、备查文件 第十届董事会第十五次会议决议公告 本公司及董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。 经审议，公司董事会决定本次不向下修正" ...