Core Viewpoint - Weiguang Bio (卫光生物) plans to raise up to 150 million yuan through a private placement of A-shares to fund its smart industrial base project and replenish working capital [1][2]. Fundraising Details - The total investment for the smart industrial base project is approximately 230.79 million yuan, with 120 million yuan expected to be funded from the raised capital [2]. - An additional 30 million yuan will be allocated to replenish working capital, bringing the total planned investment to 260.79 million yuan [2]. - The issuance will target no more than 35 specific investors, including various financial institutions and qualified domestic and foreign investors [2][3]. Issuance Mechanics - The final issuance price will be set at no less than 80% of the average trading price over the 20 trading days prior to the pricing date [3]. - The number of shares to be issued will not exceed 45.36 million, which is 20% of the total share capital before the issuance [3][4]. - Shares issued will be locked for six months post-issuance, after which they will be subject to relevant regulations [4]. Shareholding Structure - As of the announcement date, the total share capital of the company is 226.8 million shares, with the controlling shareholder holding 65.25% [4][5]. - Post-issuance, the controlling shareholder's stake will decrease to 54.375%, but the actual control of the company will remain unchanged [5]. Financial Performance - In Q1 2025, the company reported revenue of 225 million yuan, a decrease of 0.57% year-on-year [6]. - Net profit attributable to shareholders was approximately 43.77 million yuan, down 6.54% from the previous year [6]. - The net cash flow from operating activities improved significantly to 21.23 million yuan, compared to a negative cash flow of 1.17 million yuan in the same period last year, marking a 281.18% increase [6].

Core Viewpoint - The company plans to raise up to 1.5 billion yuan through a private placement of shares to expand its production capacity and enhance its market position in the blood products industry [1][4]. Group 1: Fundraising and Investment Plans - The company intends to issue no more than 45.36 million shares, raising up to 1.5 billion yuan, with 1.2 billion yuan allocated for the construction of an intelligent industrial base and 300 million yuan for working capital [1]. - The intelligent industrial base project is a key highlight of the fundraising plan, with a total investment of 2.308 billion yuan and a construction period of 4.5 years, aiming to achieve an annual processing capacity of 1,200 tons of plasma [2]. Group 2: Production Capacity and Market Position - The company has seen a compound annual growth rate of 9.69% in plasma collection from 2022 to 2024, indicating strong growth in raw material sourcing [2]. - The new facility will allow the company to produce a variety of blood products, addressing market demand and enhancing its competitive position in the industry [3]. Group 3: Industry Trends and Opportunities - The blood products market in China is projected to grow from approximately 60 billion yuan in 2024 to 95 billion yuan by 2030, driven by policy support and increasing demand [4]. - The industry is experiencing consolidation, with major players expanding through mergers and acquisitions, which presents both opportunities and challenges for the company [5][6]. Group 4: Strategic Development and Innovation - The company is establishing a life sciences park that integrates research, education, and industry, attracting over 60 enterprises in cutting-edge fields, thereby creating a comprehensive development ecosystem [6]. - The intelligent industrial base and the life sciences park are part of the company's strategy to position itself as a leader in the blood products sector and a pioneer in the biopharmaceutical industry [7].

Core Viewpoint - The company, Weiguang Biological, has announced a plan to raise up to 1.5 billion yuan through a private placement to fund the construction of a new intelligent factory with an annual capacity of 1,200 tons for blood products, addressing the urgent need for capacity expansion in the context of increasing market demand and competition in the blood products industry [1][2]. Group 1: Company Overview - Weiguang Biological specializes in blood products and operates nine wholly-owned or controlled plasma collection stations, with its product range including human serum albumin, immunoglobulin, and coagulation factors [1]. - The company’s existing production line, established in 2013, has a design capacity of 400 tons per year, which has been upgraded to 650 tons, indicating limited potential for further expansion without new facilities [1]. Group 2: Investment Plan - The company plans to allocate 1.2 billion yuan of the raised funds to build a new factory capable of producing various blood products, including human serum albumin and immunoglobulin, which will help alleviate supply-demand imbalances in the industry and enhance market share [1]. - An additional 300 million yuan will be used to supplement working capital [1]. Group 3: Industry Context - The blood products industry is experiencing consolidation, with leading companies rapidly expanding their production capacities. Notable competitors include Tiantan Biological, Hualan Biological, and others, who have established or are in the process of establishing large-scale production bases [3]. - The industry is witnessing a "Matthew Effect," where stronger companies are becoming more dominant, making it crucial for Weiguang Biological to successfully implement its fundraising plan to maintain competitiveness [2][3].

Core Viewpoint - Multiple listed companies in the Shanghai and Shenzhen markets announced significant updates, including stock issuance terminations, share transfers, acquisitions, and financial performance reports, which may present investment opportunities and risks for investors [2]. Major Events - Jinbo Co., Ltd. announced the termination of its plan to issue A-shares to specific investors for the year 2025 [3]. - Cross-Border Communication's largest shareholder successfully auctioned 8 million shares for 36.09 million yuan, with no change in control [4]. - Shanghai Shimao Development's subsidiary plans to sell part of its Quanzhou project for 2.053 billion yuan, expecting a net profit of approximately 163 million yuan [6]. - Prit Group's subsidiary introduced a strategic investor, Guangzhou Guoyan No. 1, through a capital increase [7]. - Caesar Travel's subsidiary intends to acquire 51% of Guotour Fujian for 16.83 million yuan [8]. - Dongfang Fortune's shareholder plans to transfer 159 million shares, representing 1% of the total share capital [9]. - Changhong High-Tech plans to acquire 100% of Guangxi Changke's equity, with shares resuming trading on July 21 [10]. - Weifu High-Tech intends to convert its B-shares to be listed on the Hong Kong Stock Exchange [11][12]. - ST Yazhen's stock will resume trading on July 21 after completing a verification process [13]. - ChipLink Integration plans to acquire 72.33% of ChipLink Yuezhou for 5.897 billion yuan [14]. - Notai Bio will be subject to risk warnings, changing its A-share abbreviation to ST Notai due to previous financial misreporting [15]. - Delisted Jinguang's stock will cease trading on July 25 [16]. - Bohui Co. plans to purchase servers and related assets for intelligent computing services, with a total expenditure not exceeding 390 million yuan [17]. Financial Performance - CICC's subsidiary reported a net profit of 987 million yuan for the first half of the year [21]. - Great Wall Motors reported a net profit of 6.337 billion yuan, a decrease of 10.22% year-on-year [22]. - Shuangjie Electric expects a net profit of 100 million to 120 million yuan, an increase of 16.03% to 39.23% year-on-year [23]. - Shentong Technology reported a net profit of 64.278 million yuan, a year-on-year increase of 111.09% [24]. - Sanhuan Group anticipates a net profit of 1.128 billion to 1.333 billion yuan, a growth of 10% to 30% year-on-year [25][26]. - Nanjing Gaoke's contract sales reached 820 million yuan, a year-on-year increase of 824.68% [27]. - Kaierda expects a net profit of 1.97 million to 2.56 million yuan, a decrease of 89.11% to 91.62% year-on-year [28]. Major Contracts - Senyuan Electric signed a strategic cooperation agreement with Xuchang Digital Technology for a business collaboration worth up to 500 million yuan [29]. - Oke Technology signed a 176 million yuan equipment sales contract, accounting for 40.51% of its last year's revenue [30]. - Rike Chemical signed a strategic cooperation framework agreement with Dongming Petrochemical for various technical collaborations [31]. Shareholding Changes - Hongbaoli's major shareholder plans to reduce its stake by up to 2% [33]. - Yaopi Glass's shareholder plans to reduce its stake by up to 2% [34]. - Dingsheng New Materials' shareholders plan to reduce their stake by up to 3% [35]. - Huiyun Titanium's controlling shareholder plans to reduce its stake by up to 3% [36]. - MediX's shareholder plans to reduce its stake by up to 1.49% [37]. - Aopu Optoelectronics' controlling shareholder plans to reduce its stake by up to 1% [38]. - Huada Jiutian's major shareholders plan to reduce their stakes by up to 1.5% [39][40]. Financing Activities - Zhengyu Industrial plans to raise up to 450 million yuan through a private placement [41]. - Dongwu Securities plans to raise up to 6 billion yuan through a private placement, with specific subscriptions from major investors [42]. - Weiguang Bio plans to raise up to 1.5 billion yuan for its smart industrial base project [43].

Core Viewpoint - Shenzhen Weiguang Biological Products Co., Ltd. plans to issue A-shares to specific investors, which may dilute immediate shareholder returns and impact key financial metrics [1][5][10] Financial Impact of the Issuance - The issuance will involve up to 45,360,000 shares, not exceeding 20% of the total shares before the issuance, raising a maximum of 1.5 billion yuan [1][4] - The company's net profit for 2025, excluding non-recurring gains and losses, is projected to be approximately 263.51 million yuan [2][4] - Under different scenarios, the basic earnings per share (EPS) and return on equity (ROE) are expected to decline post-issuance, with EPS potentially dropping from 1.12 yuan to 0.93 yuan in a flat profit scenario [4][5] Necessity and Feasibility of the Issuance - The board believes the fundraising aligns with national industrial policies and the company's strategic needs, enhancing operational scale and profitability [5][6] - The funds will primarily support the Weiguang Biological Smart Industrial Base project, aimed at increasing production capacity and automation [6][8] Company’s Preparedness for the Project - The company has a strong team of qualified personnel in biological product production and R&D, ensuring technical expertise for project implementation [7][8] - The company has established a solid market presence with around 200 distributors, enhancing brand influence and customer loyalty [7][8] Measures to Mitigate Dilution of Returns - The company plans to manage the raised funds strictly according to regulatory requirements, ensuring proper usage and compliance [9][10] - It aims to enhance profitability through the successful execution of the fundraising projects, thereby increasing market share and operational efficiency [9][10] - A profit distribution plan for 2025-2027 has been established to ensure stable returns for shareholders [9][10] Commitments from Stakeholders - The controlling shareholder and management have committed to ensuring the effectiveness of the measures to mitigate the dilution of returns [10][11]

Core Viewpoint - The audit committee of Shenzhen Weiguang Biological Products Co., Ltd. has reviewed and approved the plan for the company to issue A-shares to specific targets in 2025, confirming compliance with relevant laws and regulations [2][3][4]. Compliance and Feasibility - The company meets the qualifications and conditions for issuing shares to specific targets as per the Company Law, Securities Law, and relevant regulations [2]. - The proposed issuance plan is deemed fair, reasonable, and feasible, aligning with the company's industry status, operational needs, and funding requirements [3]. Strategic Alignment - The issuance is expected to enhance the company's operational performance and aligns with its development strategy, benefiting all shareholders [3]. - The fundraising projects are closely related to the company's main business and comply with national industrial policies, promising good market prospects and economic benefits [4]. Financial Impact and Measures - The company has conducted a thorough analysis of the impact on immediate returns due to share dilution and has proposed specific measures to mitigate this effect, in line with regulatory requirements [4]. - The company has not raised funds through other means in the last five accounting years, thus exempting it from preparing a report on the use of previous fundraising [5]. Dividend Policy - The company has established a shareholder dividend return plan for 2025-2027, which supports sustainable development and aligns with legal and regulatory requirements [5]. Procedural Compliance - The preparation and review processes for the issuance documents comply with all relevant laws, regulations, and internal management systems, pending approval from the shareholders' meeting and regulatory bodies [5].

Fundraising Plan - The company plans to raise a total of 1.5 billion yuan through a targeted stock issuance, with a net amount of 1.5 billion yuan allocated for specific projects [2][9] - The total investment for the projects is estimated at 2.6079466 billion yuan, with 1.5 billion yuan from the fundraising [2][18] Project Details - The main project is the establishment of the Weiguang Biological Intelligent Industrial Base, with a total investment of 2.3079466 billion yuan, of which 1.2 billion yuan will be funded through the raised capital [3][4] - The project aims to construct various facilities to meet the operational needs of blood product production, with a designed capacity to process 1,200 tons of plasma annually [3][4] Market Context - The blood product industry in China is experiencing rapid growth, with a significant increase in demand leading to a supply-demand imbalance [3][4] - The import ratio of human serum albumin has risen from 48% in 2012, indicating a need for domestic production capacity expansion [3][4] Capacity Expansion - The company aims to build a 1,200 tons/year intelligent blood product factory to enhance production capacity and market share [4][5] - Current plasma collection is projected to grow from 466.77 tons in 2022 to 561.57 tons in 2024, with a compound annual growth rate of 9.69% [4][5] Financial Structure - 300 million yuan of the raised funds will be used to supplement working capital, reducing financial costs and improving the company's financial structure [9][14] - The company's debt ratio was reported at 31.94% as of December 31, 2024, indicating a need for improved capital management [14][19] Economic Benefits - The financial internal rate of return for the investment project is estimated at 18.39%, with a payback period of 9.12 years [15] - The project is expected to enhance the company's production capacity, product structure, and overall market competitiveness [19] Implementation Capability - The company has a strong team of professionals in biological product production and R&D, ensuring the project's successful implementation [15][16] - The company has established a comprehensive marketing network with approximately 200 distributors, enhancing its market presence [16][17]

Group 1 - The company held its fourth board meeting on July 17, 2025, with all nine directors present, and the meeting complied with relevant laws and regulations [1][2] - Zhang Zhan was elected as the chairman of the fourth board of directors, serving from the date of approval until the term ends [2][3] - The board approved the establishment of various committees, including the Audit Committee, Strategy Committee, Nomination Committee, and Compensation and Assessment Committee, with specific members appointed [2][3] Group 2 - The board approved the appointment of senior management, including Guo Caiping as General Manager and Chen Guanqun as Financial Officer, with all appointments effective immediately [3][4] - The compensation plan for the board members was discussed, with specific salary standards set for different roles, including independent directors [4][5] Group 3 - The company plans to issue A-shares to specific investors, with a total fundraising target of up to 1.5 billion yuan, subject to shareholder approval [5][9] - The issuance will be conducted through a private placement, with shares priced at no less than 80% of the average trading price over the previous 20 trading days [6][7] - The maximum number of shares to be issued will not exceed 20% of the total share capital before the issuance [8][9] Group 4 - The funds raised will be used for projects closely related to the company's main business, with a total investment of approximately 2.607 billion yuan planned for various projects [9][12] - The company will ensure that any shortfall in the raised funds will be covered by self-raised funds, and the projects will be prioritized based on urgency [10][12] Group 5 - The company will implement a shareholder return plan for the next three years (2025-2027), focusing on enhancing transparency and protecting shareholder rights [15][16] - The company plans to invest in the Weiguang Biological Intelligent Industry Base project, with a total investment of about 2.3 billion yuan [16][17] Group 6 - The board approved adjustments to the estimated annual related party transaction limits based on actual business needs [17] - The company will hold its second extraordinary general meeting of 2025 on August 7, 2025, to discuss various matters [17]

二〇二五年七月 深圳市卫光生物制品股份有限公司 2025年度向特定对象发行A股股票方案的 论证分析报告 | | | | 释义 | 2 | | --- | --- | | 一、本次向特定对象发行的背景和目的 | 3 | | （一）本次向特定对象发行的背景 | 3 | | （二）本次向特定对象发行的目的 | 6 | | 二、本次发行证券及其品种选择的必要性 | 6 | | （一）本次发行证券的种类和面值 | 6 | | （二）本次发行证券品种选择的必要性 | 6 | | 三、本次发行对象的选择范围、数量和标准的适当性 | 7 | | 四、本次发行定价的原则、依据、方法和程序的合理性 | 7 | | （一）本次发行定价的原则和依据 | 7 | | （二）本次发行定价的方法及程序 | 8 | | 五、本次发行方式的可行性 | 8 | | （一）本次发行方式合法合规 | 8 | | （二）本次发行程序合法合规 | 13 | | 六、本次发行方案的公平性、合理性 | 14 | | 七、本次发行对即期回报摊薄的影响以及填补的具体措施 | 14 | | 八、结论 | 0 | 2025 年度向特定对象发行 A 股股票方案的论证 ...

深圳市卫光生物制品股份有限公司 董事会审计委员会关于公司 2025 年度向特定对象发行 A 股股票 相关事项的书面审核意见 二、经审阅，我们认为本次发行的方案及预案符合《公司法》《证券法》《注 册管理办法》等相关法律、法规及规范性文件的规定。本次发行方案和预案公平 合理、切实可行，综合考虑了公司所处行业和发展状况、经营实际情况、资金需 求等情况，符合公司的发展战略及实际情况，不存在损害公司及全体股东尤其是 中小股东权益的情形。 三、经审阅公司编制的《深圳市卫光生物制品股份有限公司 2025 年度向特 定对象发行 A 股股票方案的论证分析报告》，我们认为公司本次发行方案公平、 合理，本次发行的实施将有利于进一步提高公司的经营业绩，符合公司的发展战 略，符合公司及全体股东的利益。 四、公司就本次发行编制了《深圳市卫光生物制品股份有限公司 2025 年度 向特定对象发行 A 股股票募集资金使用的可行性分析报告》，我们认为公司本次 向特定对象发行募集资金项目与公司主营业务密切相关，符合国家产业政策和公 司整体战略发展规划，具有良好的市场前景和经济效益，有利于进一步增强公司 主营业务的盈利能力及核心竞争实力，有利于提升 ...