一、会议召开和出席情况 金河生物科技股份有限公司（以下简称"公司"）2026 年第二次临时股东 会通知于 2026 年 1 月 31 日在《上海证券报》、《证券时报》、《证券日报》、 《中国证券报》及巨潮资讯网（www.cninfo.com.cn）以公告方式发出。 1、召开时间 （1） 现场会议召开时间：2026 年 2 月 27 日下午 14:30 （2）网络投票时间：2026 年 2 月 27 日 证券代码：002688 证券简称：金河生物 公告编号：2026-015 金河生物科技股份有限公司 2026年第二次临时股东会决议的公告 本公司及董事会全体人员保证公告内容真实、准确和完整，并对公告中的虚 假记载、误导性陈述或者重大遗漏承担责任。 特别提示： 1、本次股东会无否决提案的情形。 2、本次股东会没有涉及变更以往股东会已通过的决议。 1 5、会议召集人：公司董事会 6、现场会议主持人：董事长王东晓先生 7、本次股东会会议的召集、召开程序、出席会议人员资格及表决程序符合 《公司法》、《上市公司股东会规则》等法律、法规和《公司章程》的相关规定。 8、股东出席情况： 参加本次股东会表决的股东及股东授权代表共计 ...

根据中国证监会发布的《上市公司股东会规则》（下称"《股东会规则》"） 的有关规定，北京市华联律师事务所（下称"本所"）接受金河生物科技股份有 限公司（下称"公司"）的委托，指派赫志律师、袁飞飞律师出席公司 2026 年 第二次临时股东会（下称"本次股东会"），并就本次股东会的召集和召开程序、 召集人资格、出席会议人员资格、会议的表决程序及表决结果等事宜发表法律意 见。 本所及经办律师依据《中华人民共和国公司法》（以下简称《公司法》）《中 华人民共和国证券法》（以下简称《证券法》）《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定及本法律意 见书出具日以前已经发生或者存在的事实，严格履行了法定职责，遵循了勤勉尽 责和诚实信用原则，进行了充分的核查验证，保证本法律意见所认定的事实真实、 准确、完整，所发表的结论性意见合法、准确，不存在虚假记载、误导性陈述或 者重大遗漏，并承担相应法律责任。 一、本次股东会的召集和召开程序 本次股东会由公司董事会根据 2026 年 1 月 30 日召开的第六届董事会第三十 六次会议召集；公司董事会于 2026 年 1 月 31 日在《证券时报 ...

Group 1 - The core point of the announcement is that the controlling shareholder, Inner Mongolia Jinhai Holdings Co., Ltd., has released part of its pledged shares in Jinhai Biological Technology Co., Ltd. [1] - As of the announcement date, the controlling shareholder has pledged a total of 81,050,000 shares, which accounts for 36.98% of its holdings [2] - The total pledged shares by the controlling shareholder and its concerted parties also amount to 81,050,000 shares, representing 31.64% of their total holdings, with no risk of forced liquidation and no impact on the company's operations or governance [2] Group 2 - The company will continue to monitor the status of the pledged shares and associated risks, ensuring timely information disclosure as required [2] - The announcement includes reference documents such as the details of share freezes from China Securities Depository and Clearing Co., Ltd. and the certificate of release of securities pledge registration [3]

Group 1 - The controlling shareholder, Jinhe Holdings, has pledged a total of 81.05 million shares, which accounts for 36.98% of its holdings [1] - The total pledged shares by Jinhe Holdings and its concerted parties amount to 81.05 million shares, representing 31.64% of their total holdings [1] - There is no risk of forced liquidation, and the pledging does not impact the company's operations, governance, or performance obligations [1]

金河生物科技股份有限公司 关于控股股东部分股份解除质押的公告 证券代码：002688 证券简称：金河生物 公告编号：2026-014 本公司及董事会全体人员保证公告内容真实、准确和完整，并对公告中的虚 假记载、误导性陈述或者重大遗漏承担责任。 金河生物科技股份有限公司（以下简称"公司"）于近日收到控股股东内蒙 古金河控股有限公司（以下简称"金河控股"）的通知，获悉金河控股所持有本 公司的部分股份解除质押。具体事项如下： 漫、王晓英所持质押股份情况如下： 一、股东股份解除质押基本情况 | | 是否为控股股东 | | 本次解除 | 占其所 | 占公司 | | 质押解 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 股东名称 | 或第一大股东及 | | 质押股份 | 持股份 | 总股本 | 质押开始日期 | 除日期 | 质权人 | | | 其一致行动人 | | 数量（股） | 比例 | 比例 | | | | | 金河控股 | | 是 | 16,900,000 | 7.71% | 2.19% | 2024 年 6 月 17 日 | 2026 ...

Core Viewpoint - The animal health sector experienced a rise of 1.15% on February 3, with *ST Green康 leading the gains, while the overall market indices also showed positive performance [1]. Group 1: Market Performance - The Shanghai Composite Index closed at 4067.74, up by 1.29% [1]. - The Shenzhen Component Index closed at 14127.1, up by 2.19% [1]. Group 2: Individual Stock Performance - *ST Green康 (002868) closed at 36.70, with a gain of 3.29% and a trading volume of 11,000 lots, amounting to 39.61 million yuan [1]. - 回盛生物 (300871) closed at 28.30, up by 2.83%, with a trading volume of 166,400 lots and a turnover of 467 million yuan [1]. - 大禹生物 (920970) closed at 8.14, increasing by 2.13%, with a trading volume of 23,300 lots and a turnover of 18.92 million yuan [1]. - 普莱柯 (603566) closed at 14.00, up by 2.04%, with a trading volume of 66,100 lots and a turnover of 91.87 million yuan [1]. - 驱动力 (920275) closed at 9.15, increasing by 1.78%, with a trading volume of 14,900 lots and a turnover of 13.61 million yuan [1]. - 永顺生物 (920729) closed at 9.43, up by 1.73%, with a trading volume of 52,100 lots and a turnover of 48.48 million yuan [1]. - 科前生物 (688526) closed at 16.18, increasing by 1.25%, with a trading volume of 29,000 lots and a turnover of 46.60 million yuan [1]. - 申联生物 (688098) closed at 9.45, up by 0.96%, with a trading volume of 29,700 lots and a turnover of 27.90 million yuan [1]. - 生物股份 (600201) closed at 16.42, increasing by 0.86%, with a trading volume of 400,700 lots and a turnover of 655 million yuan [1]. - 瑞普生物 (300119) closed at 19.16, up by 0.63%, with a trading volume of 60,400 lots and a turnover of 115 million yuan [1]. Group 3: Capital Flow - The animal health sector saw a net outflow of 155 million yuan from institutional investors, while retail investors contributed a net inflow of 119 million yuan [2]. - The main capital flow data indicates that 中牧股份 (600195) had a net inflow of 5.91 million yuan from institutional investors [3]. - 普莱柯 (603566) experienced a net inflow of 5.90 million yuan from institutional investors, while retail investors had a net outflow of 12.09 million yuan [3]. - *ST Green康 (002868) had a net inflow of 2.82 million yuan from institutional investors, with retail investors contributing a net inflow of 2.25 million yuan [3].

Core Viewpoint - Jinhe Biological Technology Co., Ltd. forecasts a net profit attributable to shareholders of 30 million to 42 million yuan for 2025, despite planning to recognize goodwill impairment of approximately 150 million yuan, which will reduce the net profit to an estimated 180 million to 192 million yuan without the impairment [1][2]. Group 1: Financial Performance - The sales of the veterinary chemical drug segment are expected to continue improving, with significant growth in both domestic and overseas markets, particularly for the main product, chlortetracycline [1]. - The environmental services segment is also contributing positively to the company's revenue, indicating a diversified income stream [1]. - The company is taking a cautious approach to goodwill impairment, which is seen as a strategic decision rather than a sign of operational pressure [1]. Group 2: Core Business Strengths - The veterinary chemical drug segment has become the core area for the company, with chlortetracycline achieving both volume and price increases due to expanded application scenarios and recovering downstream demand [2]. - The company has 16 vaccine products on the market, with a leading market share in domestic blue ear disease vaccines and a high penetration rate among top pig farming enterprises [2]. - The company has a robust pipeline with over 20 products in development, including a recently approved inactivated vaccine for porcine encephalitis, enhancing its product matrix [2]. Group 3: New Business Initiatives - Jinhe Biological is actively developing two emerging business areas: pet products and synthetic biology, aiming to cultivate new growth curves [3]. - The pet segment has a diverse product matrix, including 15 chemical and vaccine products, with several more in the application process [3]. - The synthetic biology initiative has achieved a significant milestone with the approval of a feed additive, marking the commercialization of a 3,000-ton astaxanthin project, which has broad applications across various industries [3]. Group 4: Future Development Strategy - The company plans to prioritize the pet business as a strategic focus to create new performance growth points [3]. - The veterinary chemical drug segment will continue to center around chlortetracycline while developing a multi-category chemical drug collaborative model [3]. - The veterinary biological products segment aims to leverage research and technology to become a leading player in the domestic veterinary vaccine industry, establishing a second growth curve for the company [3].

Core Viewpoint - The company expects a significant decline in net profit for the year 2025, projecting a decrease of over 50% compared to the previous year, despite positive sales growth in its veterinary pharmaceutical segment and increased revenue from its environmental services division [1][2]. Group 1: Performance Forecast - The performance forecast period is from January 1, 2025, to December 31, 2025 [1]. - The company anticipates a positive net profit but with a decline exceeding 50% [1]. Group 2: Sales and Revenue Drivers - The veterinary pharmaceutical segment continues to perform well, with increased sales in both domestic and international markets, particularly for the product "金霉素" [2]. - The completion of the company's sixth-phase project has led to increased production capacity, meeting market demand and generating additional profits [2]. - The environmental services segment has also seen a rise in revenue, contributing significantly to overall performance [2]. Group 3: Goodwill Impairment - The company plans to recognize a goodwill impairment of approximately 174.99 million yuan related to the acquisition of 金河佑本 (Jilin) Biotechnology Co., Ltd., which will reduce the net profit attributable to shareholders by about 149.81 million yuan for the year 2025 [2].

Core Viewpoint - The company has decided to suspend the research and application of the African Swine Fever freeze-dried inactivated vaccine due to significant uncertainties and challenges in the project, which will also lead to the recognition of goodwill impairment [14][19][21]. Group 1: Suspension of Vaccine Development - The board of directors unanimously approved the suspension of the African Swine Fever vaccine development project [14][20]. - The decision was made after recognizing the high technical difficulty and long regulatory approval cycles associated with the vaccine development [19][21]. - The suspension is not expected to have a significant adverse impact on the company's existing business operations [21]. Group 2: Goodwill Impairment - The company plans to recognize a goodwill impairment of approximately 17,499.47 million yuan due to the suspension of the vaccine project [30]. - This impairment is expected to reduce the net profit attributable to shareholders by about 14,981.30 million yuan for the fiscal year 2025 [30]. - The board believes that this impairment aligns with accounting standards and reflects the company's asset status more accurately [30]. Group 3: Financing Lease Business - The company approved a financing lease agreement for its subsidiary, aiming to optimize financing structure and enhance asset liquidity [33][49]. - The total financing amount is expected to be up to 14,100 million yuan, with a lease term of 30 months [33][49]. - The company will provide a guarantee for the financing lease based on its ownership percentage in the subsidiary [34][49]. Group 4: Change of Fundraising Purpose - The company has decided to change the use of unutilized fundraising from the "Animal Vaccine Production Base Construction Project" to two new projects: "Energy System and Fermentation System Optimization Project" and "3,500 tons/year Powder and Granule Automated Closed Production Line Project" [52][55]. - The total amount to be reallocated is 9,254.83 million yuan, which is approximately 11.54% of the actual net fundraising amount [53][55]. - This change is aimed at improving the efficiency of fundraising use and aligning with the company's operational needs [52][55].

Group 1 - The core viewpoint of the article is that Jinhe Biological has announced a significant decline in its expected net profit for the fiscal year 2025, projecting a range of 30 million to 42 million yuan compared to 100.20 million yuan in the same period last year [2] Group 2 - The expected net profit for 2025 is estimated to be between 30 million and 42 million yuan [2] - The previous year's net profit was reported at 100.20 million yuan [2]