天津瑞普生物技术股份有限公司 章 程 二〇二四年四月 | 第一章 总则 | 1 | | --- | --- | | 第二章 经营宗旨和范围 | 2 | | 第一节 | 股份发行 2 | | 第二节 | 股份增减和回购 3 | | 第三节 | 股份转让 5 | | 第三章 股东和股东大会 | 5 | | 第一节 | 股东 5 | | 第二节 | 股东大会的一般规定 8 | | 第三节 | 股东大会的召集 12 | | 第四节 | 股东大会的提案与通知 13 | | 第五节 | 股东大会的召开 15 | | 第六节 | 股东大会的表决和决议 18 | | 第四章 董事会 | 22 | | 第一节 | 董事 22 | | 第二节 | 董事会 24 | | 第三节 | 董事会专门委员会 30 | | 第五章 总经理及其他高级管理人员 | 31 | | 第六章 监事会 | 33 | | 第一节 | 监事 33 | | 第二节 | 监事会 34 | | 第七章 财务会计制度、利润分配和审计 | 35 | | 第一节 | 财务会计制度 35 | | 第二节 | 内部审计 39 | | 第三节 | 会计师事务所的聘任 39 ...

北京市朝阳区建外大街丁 12 号英皇集团中心 8 层 8/F, Emperor Group Centre, No.12D, Jianwai Avenue, Chaoyang District, Beijing, 100022, P.R.China 电话/Tel.：010-50867666 传真/Fax：010-56916450 网址/Website：www.kangdalawyers.com 北京 西安 深圳 海口 上海 广州 杭州 沈阳 南京 天津 菏泽 成都 苏州 呼和浩特 香港 武汉 郑州 长沙 厦门 重庆 合肥 宁波 济南 北京市康达律师事务所 关于天津瑞普生物技术股份有限公司 2023 年年度股东大会的法律意见书 康达股会字[2024]第 0152 号 致：天津瑞普生物技术股份有限公司 北京市康达律师事务所（以下简称"本所"）接受天津瑞普生物技术股份有限 公司（以下简称"公司"）的委托，指派本所律师参加公司 2023 年年度股东大会 （以下简称"本次会议"）。 本所律师根据《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》"）《上市公司股东大会规则》（ ...

证券代码：300119 证券简称：瑞普生物 公告编号：2024-023 天津瑞普生物技术股份有限公司 关于举办2023年度业绩说明会的公告 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。 天津瑞普生物技术股份有限公司（以下简称"公司"）《2023年年度报告》 全文及摘要以及其他相关文件已于2024年3月30日在深圳证券交易所网站 （http://www.szse.cn）及巨潮资讯网（http://www.cninfo.com.cn）披露。为 便于广大投资者进一步了解公司2023年年度报告及经营情况，公司拟以直播与网 络远程文字交流相结合的方式举办2023年度业绩说明会。欢迎广大投资者积极参 与。 一、业绩说明会具体安排 1、召开时间：2024年4月23日（星期二）下午15:00-17:00 2、方式：直播与网络远程文字交流相结合。 本次业绩说明会召开后，投资者可以通过"中证网-中证路演中心" （ https://www.cs.com.cn/roadshow/ ） 及 巨 潮 资 讯 网 3 、参与方式： 投资者可登录 " 中证网 - 中 证 路 演 中 心 " ...

Investment Rating - The report maintains a "Buy" rating for the company, indicating a positive outlook for the stock based on expected benefits from the upcoming market conditions in the livestock sector [2][3]. Core Insights - The livestock segment of the company experienced rapid growth in 2023, with revenues reaching 508 million yuan, a year-on-year increase of 28%. The company has established strategic partnerships with major livestock farming groups and is expanding its marketing network in the dairy cow market [1]. - The company has also made significant strides in the pet health sector, launching a joint venture to capitalize on the growing pet market and aiming to create a leading domestic brand [1]. - The overall revenue for 2023 was 2.249 billion yuan, reflecting a 7.9% increase year-on-year, with a net profit of 453 million yuan, up 30.64% from the previous year [5]. Summary by Sections Livestock Business Performance - The livestock segment's revenue growth is attributed to a diverse product portfolio in vaccines, pharmaceuticals, and feed additives, with competitive advantages in the industry [1]. - The company is actively expanding its presence in the dairy cow market and enhancing its marketing strategies [1]. Pet Health Sector Development - The establishment of a joint venture with Ruiyi Biotechnology aims to leverage opportunities in the pet health market, with plans for independent operations to accelerate growth [1]. - The company has launched new products, including a cat trivalent vaccine, which has received positive market feedback, and is developing a quadrivalent vaccine in collaboration with another technology firm [14]. Financial Projections - The net profit forecasts for 2024 and 2025 have been slightly adjusted to 549 million yuan and 674 million yuan, respectively, reflecting a decrease of 5.34% and 1.32% from previous estimates. The forecast for 2026 is set at 817 million yuan [2]. - The earnings per share (EPS) are projected to be 1.18, 1.45, and 1.75 yuan for the years 2024, 2025, and 2026, respectively, with corresponding price-to-earnings (P/E) ratios of 14, 11, and 9 [2].

Investment Rating - The report maintains a "Strong Buy" rating for the company [5][20]. Core Views - The company achieved a revenue of 2.249 billion, a year-on-year increase of 7.9%, and a net profit attributable to shareholders of 453 million, up 30.64% year-on-year [5]. - The livestock business showed strong performance, driving overall growth despite a challenging market environment [5]. - The company is focusing on the top 100 domestic livestock farming groups, providing comprehensive health solutions, and has established strategic partnerships with leading clients [5]. - The gross margin improved to 49.69%, an increase of 1.25 percentage points year-on-year, with a net profit margin of 22.72%, up 4.79 percentage points year-on-year [5]. - The company plans to acquire 100% of Baoding Shoujun, indirectly holding 55.2% of a foot-and-mouth disease vaccine company, which is expected to enhance its vaccine segment [5]. Financial Summary - Revenue projections for 2024-2026 are 3.028 billion, 3.462 billion, and 3.887 billion, respectively, with year-on-year growth rates of 34.6%, 14.3%, and 12.3% [21]. - Net profit attributable to shareholders is forecasted to be 528 million, 624 million, and 696 million for 2024-2026, with growth rates of 16.6%, 18.1%, and 11.6% [21]. - Earnings per share (EPS) are expected to be 1.13, 1.34, and 1.49 for 2024-2026 [21]. - The current stock price corresponds to a 14 times price-to-earnings (PE) ratio for 2024, which is considered low compared to the target PE range of 18-20 times [5][21].

Investment Rating - The report maintains a "Buy" rating for the company with a target price of 20.90 CNY over the next six months [1]. Core Insights - The company achieved a revenue of 2.25 billion CNY in 2023, representing a year-on-year growth of 7.9%, and a net profit attributable to shareholders of 450 million CNY, up 30.6% year-on-year [1]. - The main business segments showed steady growth, with the pet segment's layout progressing, including the launch of a cat trivalent vaccine and the completion of clinical trials for a dog quadrivalent vaccine [1][2]. - The company has increased its R&D investment to 233 million CNY, accounting for 10.35% of its revenue, focusing on developing cutting-edge pet products [2]. - The company is actively expanding its portfolio in the African swine fever vaccine market and enhancing its competitiveness in the foot-and-mouth disease vaccine market through strategic acquisitions [3]. Revenue and Profit Summary - In Q4 2023, the company reported a revenue of 660 million CNY, a year-on-year increase of 8.9%, and a net profit of 180 million CNY, up 57.7% year-on-year [1]. - The sales revenue from the formulation and raw materials business reached 1.08 billion CNY, growing by 11.20% year-on-year, while the poultry biological products segment generated 928 million CNY, up 3.64% [1][4]. Financial Forecast - The company is projected to achieve earnings per share (EPS) of 1.10 CNY, 1.35 CNY, and 1.61 CNY for the years 2024, 2025, and 2026, respectively, with corresponding dynamic price-to-earnings ratios of 13, 11, and 9 [3][4]. - Revenue is expected to grow significantly, with forecasts of 2.79 billion CNY in 2024, 3.40 billion CNY in 2025, and 4.06 billion CNY in 2026, reflecting growth rates of 24.75%, 22.48%, and 20.00% respectively [10]. Strategic Developments - The company signed a cooperation agreement for the development of a recombinant African swine fever vaccine and plans to acquire 100% of Baoding Shoujun for 230 million CNY, enhancing its production capacity for foot-and-mouth disease vaccines [3][4]. - The company has received several new veterinary drug registration certificates, including for a pet anesthetic, marking a significant step in breaking the monopoly of imported products in China [2].

《【兴证农业】瑞普生物 2023Q3 业绩点评：三季度稳中向好，股 权激励目标或能达成》 《【兴证农业】瑞普生物 2023H1 业绩点评：化药板块盈利能力修 复，宠物板块打造新增长曲线》 2023-09-06 《【兴证农业】瑞普生物 2022 年 年报点评：22Q4 业绩环比提升， 未来盈利空间持续释放》2023- 04-02 公司点评报告(带市场行情) | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |-------------------------------------------------------------------------------------|---------------------|---------------------|-------|---------------|---------------------------------------------|--------|------------------------|--------|-------------| | 附表 ＄ 资产负债表 ...

瑞普生物（ [Table_StockNameRptType] 300119） 公司研究/公司点评 敬请参阅末页重要声明及评级说明 证券研究报告 | --- | --- | --- | --- | --- | |-------------------|-------|------------------------|-------|-------| | 主要财务指标 | 2023A | 2024E | 2025E | 2026E | | 营业收入 | | 2249 2640 3128 3659 | | | | 收入同比（ % ） | 7.9% | 17.4% | 18.5% | 17.0% | | 归属母公司净利润 | | 453 502 664 853 | | | | 净利润同比（ % ） | 30.6% | 10.7% | 32.5% | 28.5% | | 毛利率（ % ） | 49.7% | 52.3% | 52.3% | 52.4% | | ROE （ % ） | 10.1% | 10.1% | 11.8% | 13.1% | | 每股收益（元） | | 0.98 1.08 1.42 1.83 | | ...

Investment Rating - The report maintains a "Buy" rating for the company [4][12]. Core Views - The company achieved a revenue of 2.249 billion yuan in 2023, representing a year-on-year increase of 7.90%, and a net profit attributable to shareholders of 453 million yuan, up 30.64% year-on-year [1]. - The company is entering a harvest period for its R&D investments, with multiple new products making progress, including a self-developed cat trivalent vaccine and a dog quadrivalent vaccine [1]. - The acquisition of 100% equity in Baoding Shoujun for 230 million yuan will allow the company to indirectly hold 55.20% of the domestic foot-and-mouth disease vaccine producer, Betway Antai, enhancing its livestock business [1]. Financial Performance - In Q4 2023, the company reported a revenue of 662 million yuan, a year-on-year increase of 8.94%, and a net profit of 179 million yuan, up 57.68% year-on-year [1]. - The company’s sales revenue from formulations and raw materials reached 1.084 billion yuan, growing by 11.20% year-on-year, while the revenue from poultry biological products was 928 million yuan, up 3.64% [4]. - The gross profit margin improved by 1.25 percentage points year-on-year, and the net profit margin after deducting non-recurring items increased by 0.69 percentage points year-on-year [4]. Revenue and Profit Forecast - The projected revenues for 2024, 2025, and 2026 are 2.772 billion yuan, 3.113 billion yuan, and 3.531 billion yuan, respectively, with growth rates of 23.24%, 12.33%, and 13.41% [3][7]. - The forecasted net profits for the same years are 516 million yuan, 617 million yuan, and 722 million yuan, with year-on-year growth rates of 13.90%, 19.53%, and 17.08% [3][7]. Market Data - The current stock price is 14.43 yuan, with a market capitalization of approximately 6.73 billion yuan [1][12]. - The stock has a 52-week price range of 11.55 to 22.95 yuan [1].

Financial Performance - The company's operating revenue for 2023 was ¥2,248,962,053.98, representing a 7.90% increase compared to ¥2,084,250,399.00 in 2022[23]. - Net profit attributable to shareholders for 2023 was ¥452,942,064.27, a 30.64% increase from ¥346,698,684.97 in 2022[23]. - The net profit after deducting non-recurring gains and losses was ¥318,420,957.50, up 13.43% from ¥280,715,394.08 in 2022[23]. - The total assets at the end of 2023 reached ¥6,595,941,501.08, an 8.02% increase from ¥6,106,273,672.25 at the end of 2022[23]. - The basic earnings per share for 2023 was ¥0.9772, a 30.50% increase compared to ¥0.7488 in 2022[23]. - The company reported a net cash flow from operating activities of ¥378,196,328.60, a slight decrease of 2.90% from ¥389,486,980.07 in 2022[23]. - The company achieved a revenue of 2.249 billion yuan in 2023, representing a year-on-year growth of 7.90%[88]. - The net profit attributable to the parent company was 453 million yuan, an increase of 30.64% compared to the previous year[88]. - The net profit attributable to the parent company after deducting non-recurring gains and losses was 318 million yuan, up 13.43% year-on-year[88]. Market Position and Strategy - The company has a strategic focus on expanding its market presence and enhancing its product development capabilities[4]. - The company aims to strengthen its market position through strategic expansions and potential acquisitions in the veterinary medicine industry[50]. - The company is focusing on the pet health market, with plans to establish itself as a leading domestic brand, leveraging the growing pet population and market potential[73]. - The company is actively pursuing research and development of innovative veterinary products to meet the growing market demand and enhance its competitive edge in the industry[122]. - The company is committed to enhancing its supply chain advantages and improving production processes to reduce costs across all supply chain nodes[153]. - The company intends to deepen its poultry business and increase vaccine sales to further improve market share[153]. - The company is focusing on the pet industry, aiming to become a globally recognized brand by enriching its industry chain layout and building a channel ecosystem[153]. Research and Development - The company is committed to ensuring the accuracy and completeness of its financial reports, as stated by its management team[4]. - The company has a strong R&D team, including 8 national-level talents and 23 provincial-level experts, enhancing its innovation capabilities across various scientific fields[74]. - R&D investment increased from 15.16 million in 2021 (7.55% of revenue) to 23.28 million in 2023 (10.35% of revenue), driving product innovation and market expansion[71]. - The company has developed multiple key technology platforms for drug research, including new drug design and screening, which have led to dozens of innovative inventions in new drug crystal forms and compound structures[80]. - The company has established long-term cooperative relationships with over 30 renowned research institutions, enhancing its innovation capabilities[76]. - The company has made significant advancements in mRNA vaccine development, with multiple products in strategic planning, enhancing its competitive edge in the market[78]. - The company is advancing its IPD R&D system transformation, focusing on product competitiveness and optimizing product launch processes for new products such as cat vaccines and antibiotics[155]. Product Development and Innovation - The company has obtained 15 new veterinary drug registration certificates for pets, including the first domestic cat trivalent vaccine, "Rui Miao Shu," which broke the reliance on imported vaccines[47]. - The company has developed a new generation of high-temperature resistant β-mannanase enzyme, enhancing gut health and nutrient utilization[54]. - The company’s new feed additive enzyme can improve nutrient absorption efficiency and save over 50 kcal/kg of feed energy[54]. - The company has successfully developed the "Porcine Circovirus Type 2 Genetic Engineering Subunit Vaccine," which is the first of its kind for the company and is currently in the new veterinary drug product approval stage[119]. - The company has developed a dual live vaccine for the prevention of Newcastle disease and infectious bronchitis, which can be stored at 2-8°C for up to 24 months, addressing significant challenges in poultry farming[121]. - The company has developed a bivalent yolk antibody for the emergency prevention of duck viral hepatitis, enhancing its therapeutic antibody offerings for waterfowl[121]. - The company has successfully developed a new canine parvovirus serum, which induces endogenous interferon production and promotes antibody formation, filling a gap in the pet product line and addressing market needs[122]. Risks and Challenges - The company faces risks including animal epidemic risks, market competition risks, talent loss risks, and product development risks[4]. - The company is facing risks from animal epidemics, market competition, and potential talent loss, which could impact its operational performance[161][162][164]. - The company emphasizes the importance of a stable R&D team, as high-end talent is crucial for maintaining competitive advantages in the veterinary vaccine market[164]. - The company has implemented a cautious customer credit policy and established a bad debt provision policy based on industry comparisons and historical sales recovery data[167]. Governance and Management - The company maintains an independent business operation, with its board of directors, supervisory board, and internal institutions operating independently from the controlling shareholder[176]. - The board of directors consists of 9 members, including 3 independent directors, complying with legal and regulatory requirements[176]. - The company has established a performance evaluation and incentive system for its directors and senior management, ensuring transparency and compliance with regulations[183]. - The company has strengthened investor relations management and communication to protect the rights of investors, especially minority shareholders[173]. - The company has a structured approach to shareholder meetings, ensuring adequate time for shareholders to express their opinions and separate voting for minority shareholders on significant matters[174]. Awards and Recognition - The company has received multiple awards for its research and development efforts, including two National Science and Technology Progress Awards (second class) and several local awards[196]. - The company has been recognized as a leader in the industry, receiving accolades for its contributions to agricultural biotechnology and veterinary medicine[196]. - The company participated in the 17th China Listed Company Value Evaluation Activity and was recognized as one of the "Top 50 Value Companies on the Growth Enterprise Market"[173].