山东未名生物医药股份有限公司 2025 年股票期权激励计划（草案）摘要 证券代码：002581 证券简称：ST 未名 山东未名生物医药股份有限公司 2025 年股票期权激励计划 （草案）摘要 二零二五年八月 山东未名生物医药股份有限公司 2025 年股票期权激励计划（草案）摘要 声明 本公司及全体董事、高级管理人员承诺本激励计划及其摘要不存在虚假记载、 误导性陈述或重大遗漏，并对其真实性、准确性、完整性承担个别和连带的法律 责任。 - 1 - 山东未名生物医药股份有限公司 2025 年股票期权激励计划（草案）摘要 特别提示 一、山东未名生物医药股份有限公司（以下简称"未名医药"或"本公司"、 "公司"）2025 年股票期权激励计划（以下简称"本激励计划"、"本计划"） 系依据《中华人民共和国公司法》、《中华人民共和国证券法》、《上市公司股 权激励管理办法》（以下简称"《管理办法》"）及其他有关法律、法规及规范 性文件和《山东未名生物医药股份有限公司章程》制定。 二、本激励计划采取的激励形式为股票期权。股票来源为公司向激励对象定 向发行的本公司人民币 A 股普通股股票。 山东未名生物医药股份有限公司 2025 ...

浙江天册（深圳）律师事务所 关于 山东未名生物医药股份有限公司 2025 年股票期权激励计划（草案）的 法律意见书 1. 本法律意见书的出具已得到公司如下保证：公司向本所提供的文件资料 及所作出的陈述和说明均是真实、准确、完整和有效的，且一切足以影响本法律 意见书的事实和文件均已向本所披露，无任何隐瞒或重大遗漏；公司提供的文件 资料中的所有签字及印章均是真实的，文件的副本、复印件或传真件与原件相符。 2. 本所经办律师依据本法律意见书出具日以前已经发生或者已经存在的事 实和国家正式公布、实施的《公司法》《证券法》《管理办法》等有关规定，并 基于对有关事实的了解和对有关规定的理解发表法律意见。 二〇二五年八月 中国广东省深圳市南山区科发路 222 号康泰创新广场 34 层 518052 电话：0755-26907494 传真：0755-26906383 http://www.tclawfirm.com 法律意见书 致：山东未名生物医药股份有限公司 浙江天册（深圳）律师事务所（以下简称本所）受山东未名生物医药股份有 限公司（以下简称未名医药或公司）委托，担任公司本次实施 2025 年股票期权 激励计划（以下简称本 ...

Market Overview - The biopharmaceutical sector experienced a decline of 2.85% on August 27, with Kanghua Biotech leading the drop [1] - The Shanghai Composite Index closed at 3800.35, down 1.76%, while the Shenzhen Component Index closed at 12295.07, down 1.43% [1] Individual Stock Performance - Wuwei Biotech (300357) saw a significant increase of 5.38%, closing at 30.95 with a trading volume of 299,000 shares and a transaction value of 915 million yuan [1] - Kanghua Biotech (300841) reported a notable decline of 8.89%, closing at 76.60 with a trading volume of 125,200 shares and a transaction value of 993 million yuan [2] - Anke Biotech (300009) also faced a drop of 5.59%, closing at 11.14 with a trading volume of 862,300 shares and a transaction value of 990 million yuan [2] Capital Flow Analysis - The biopharmaceutical sector experienced a net outflow of 1.853 billion yuan from institutional investors, while retail investors saw a net inflow of 1.543 billion yuan [2] - The capital flow for individual stocks indicates that Hualan Biotech (002007) had a net inflow of 32.28 million yuan from institutional investors, while it faced a net outflow of 40.67 million yuan from speculative funds [3] - The overall trend shows that retail investors are actively investing in the sector despite the institutional outflows [2][3]

Core Viewpoint - ST Unimed (002581) reported significant declines in revenue and net profit for the first half of 2025, indicating severe operational challenges and financial distress [1] Financial Performance Summary - Total revenue for the first half of 2025 was 70.77 million yuan, a decrease of 66.42% year-on-year [1] - Net profit attributable to shareholders was -67.30 million yuan, down 127.26% year-on-year [1] - Gross margin was 70.19%, a decline of 12.97% compared to the previous year [1] - Net margin was -124.57%, a drop of 958.12% year-on-year [1] - Total expenses (selling, administrative, and financial) accounted for 184.83% of revenue, an increase of 116.55% year-on-year [1] Cash Flow and Financial Ratios - Operating cash flow per share was -0.22 yuan, a decrease of 183.51% year-on-year [1] - The company’s return on invested capital (ROIC) over the past decade has been weak, with a median of 0.66% and a worst year in 2023 at -13.03% [2] - The average operating cash flow over the past three years relative to current liabilities was -55.08% [2] Operational Challenges - The significant drop in revenue and profit was attributed to the suspension of production and sales by subsidiaries [1] - The company has experienced five years of losses since its listing, indicating a history of financial instability [2] - The decline in financial expenses was due to reduced loan interest payments, but overall financial health remains concerning [1]

Core Viewpoint - The company announced the cancellation of unexercised stock options from the first exercise period of the 2023 stock option incentive plan, which has now expired, affecting a total of 16,617,396 stock options [4][6]. Summary by Sections 1. Approval Procedures and Plan Overview - The 2023 stock option incentive plan was approved by the board and relevant committees, with independent opinions provided by independent directors and legal opinions from Zhejiang Tianche Law Firm [1][2]. 2. Stock Option Grant and Conditions - The stock options were granted on May 29, 2023, with a total of 59 million options registered under the code 037368, and the exercise price set at 21.23 yuan per share [3][4]. 3. Cancellation of Stock Options - Due to 25 incentive targets leaving the company, 9,998,300 stock options were canceled. Additionally, 77 eligible incentive targets were allowed to exercise a total of 24,500,500 stock options [4][5]. 4. Impact of Cancellation - The cancellation of the stock options will not materially affect the company's financial status or operational results, nor will it impact the implementation of the 2024 equity incentive plan [6]. 5. Committee Opinions - The board's remuneration and assessment committee confirmed that the cancellation complies with relevant regulations and does not harm the interests of the company or its shareholders [6]. 6. Legal Opinions - Legal opinions confirmed that the company has fulfilled necessary approvals and disclosures regarding the cancellation of stock options, in accordance with applicable regulations [6].

Core Viewpoint - The report highlights significant declines in revenue and net profit for Shandong Sinobioway Biomedicine Co., Ltd. during the first half of 2025, primarily due to the suspension of production and sales at a key subsidiary, impacting overall financial performance [2][3][10]. Company Overview and Financial Indicators - Company name: Shandong Sinobioway Biomedicine Co., Ltd. - Stock code: 002581 - Total assets as of June 30, 2025: CNY 2,050,202,194.41, a decrease of 6.64% from the previous year [3][5]. - Revenue for the first half of 2025: CNY 70,771,540.88, down 66.42% from CNY 210,782,004.46 in the same period last year [5][6]. - Net profit attributable to shareholders: CNY -67,302,664.90, a decline of 127.26% compared to CNY -29,614,917.07 in the previous year [5][6]. - Basic and diluted earnings per share: CNY -0.1020, a decrease of 127.17% [3][5]. Main Business Analysis - The company operates in the pharmaceutical manufacturing sector, focusing on products such as nerve growth factors, interferons, and vaccines [3][5]. - The revenue breakdown shows that nerve growth factors accounted for 90.75% of total revenue, while interferons contributed only 9.21%, reflecting a significant drop of 95.41% compared to the previous year [5][6]. Risk and Response - The company faces risks related to new drug development, which is characterized by long cycles, high investment, and uncertainty in market approval [10][12]. - A key subsidiary, Tianjin Sinobioway, was suspended from production and sales due to regulatory issues, which is expected to have a significant impact on the company's operations [10][12]. - The company plans to enhance its research and development capabilities and optimize its product pipeline to mitigate risks associated with new drug development [10][12]. Management Discussion and Analysis - The company has established a nationwide sales network and a professional marketing team to enhance its market presence [3][5]. - The company is committed to improving its product quality management in response to stricter regulatory requirements [10][12]. - The report indicates a focus on innovation and collaboration with quality resources in the industry to expand its product offerings and market reach [10][12].

Core Viewpoint - The company reported a significant decline in revenue and net profit for the first half of 2025, indicating financial challenges and operational difficulties [1][2][11]. Financial Performance - Operating revenue for the reporting period was approximately 70.77 million yuan, down 66.42% from 210.78 million yuan in the same period last year [1]. - The net profit attributable to shareholders was a loss of approximately 67.30 million yuan, compared to a loss of 29.61 million yuan in the previous year, marking a 127.26% increase in losses [1]. - The net cash flow from operating activities was negative 143.55 million yuan, a decline of 183.51% compared to negative 50.63 million yuan in the previous year [1]. - Basic and diluted earnings per share were both negative 0.1020 yuan, down 127.17% from negative 0.0449 yuan [1]. Asset and Equity Status - Total assets at the end of the reporting period were approximately 2.05 billion yuan, a decrease of 6.64% from 2.20 billion yuan at the end of the previous year [2]. - Net assets attributable to shareholders were approximately 1.86 billion yuan, down 3.05% from 1.92 billion yuan [2]. Corporate Actions and Developments - The company approved a capital increase of 290 million yuan for its wholly-owned subsidiary, Shandong Yandu Biotechnology Co., Ltd., increasing its registered capital to 300 million yuan [3][5]. - The company signed a technical service agreement for a Phase III clinical trial of a recombinant human nerve growth factor eye drop with Tianjin Kaixin Life Technology Co., Ltd. [3]. - The company is undertaking a cleanroom and electromechanical general contracting project for its pharmaceutical industry park, ensuring compliance with current GMP standards [5]. Regulatory and Legal Matters - Tianjin Weiming Biopharmaceutical Co., Ltd. faced production and sales suspension due to non-compliance with GMP standards, impacting the company's operations [6][11]. - The company is involved in legal proceedings regarding a civil judgment that affects its equity interests, with ongoing appeals [10][11].

Group 1 - The board meeting of Shandong Weiming Bio-Pharmaceutical Co., Ltd. was held on August 19, 2025, with all 11 directors participating [1] - The board approved the 2025 semi-annual report in full and summary, which was previously reviewed by the audit committee [2] - The board confirmed that there were no violations regarding the occupation of non-operating funds by controlling shareholders or related parties in the first half of 2025 [2][3] Group 2 - The board approved the cancellation of 16,617,396 stock options from the 2023 stock option incentive plan that were not exercised by 68 incentive objects by May 29, 2025 [2][3] - The cancellation of the stock options was within the authorization range granted by the company's first extraordinary general meeting in 2023 and did not require further shareholder approval [2][3]

Group 1 - The company held its first special meeting of the sixth board of independent directors on August 8, 2025, with all four independent directors participating in the vote [1] - The meeting reviewed and approved the proposal regarding the non-operating fund occupation and other related fund transactions for the first half of 2025, confirming that all transactions with related parties were normal and did not harm the interests of the company or minority shareholders [1] - The voting results showed unanimous approval with 4 votes in favor, 0 against, and 0 abstentions [1]

Core Viewpoint - ST Weiming (SZ 002581, closing price: 7.69 yuan) announced on August 19 that its sixth board meeting was held via communication method to review the "2025 Semi-Annual Report Full Text and Summary" and other documents [2] Group 1 - The board meeting took place on August 19, 2025 [2] - The meeting was conducted in a communication format [2] - The agenda included the review of the 2025 semi-annual report and related documents [2]