证券代码：300142 证券简称：沃森生物 公告编号：2025-085 特别提示： 1、云南沃森生物技术股份有限公司（以下简称"公司"）回购专用证券账 户持有公司股份0股，公司本次权益分派以总股本1,599,348,541股为基数进行。 2、本 次现金 分红总 额= 公司 总股本×每 10 股现 金分红 金额÷ 10 股 =1,599,348,541股×0.30元÷10股=47,980,456.23元； 3、本次权益分派实施后的除权除息价格（元/股）=股权登记日收盘价-每股 现金红利=股权登记日收盘价-0.03元/股。 一、股东大会审议情况及权益分派方案 1、公司2025年半年度权益分派方案已经公司于2025年12月19日召开的2025 年第一次临时股东大会审议通过，股东大会决议公告已于2025年12月20日在中国 证监会指定的创业板信息披露网站巨潮资讯网披露。股东大会审议通过的公司 2025年半年度利润分配方案为：以2025年半年度权益分派实施公告中确定的股权 登记日当日的公司总股本扣除公司回购专用证券账户中的股份数后的股本为基 数，向全体股东每10股派发现金红利0.30元（含税），不送红股，不以资本公积 ...

Core Viewpoint - Watson Bio announced that its 2025 semi-annual profit distribution plan has been approved by the shareholders' meeting, indicating a commitment to returning value to shareholders through cash dividends [1] Summary by Relevant Sections - **Dividend Distribution** - The company will distribute a cash dividend of 0.30 yuan (including tax) for every 10 shares, based on a total share capital of 1.599 billion shares (excluding repurchased shares) [1] - The total cash dividend amount is 47.9805 million yuan [1] - **Key Dates** - The record date for the dividend is January 8, 2026, and the ex-dividend date is January 9, 2026 [1] - The cash dividends will be credited to shareholders' accounts on January 9, 2026 [1] - **Impact on Share Capital** - The profit distribution will not result in any changes to the company's total share capital [1]

Group 1 - Watson Bio (300142.SZ) received a corrective measure from the Yunnan Securities Regulatory Bureau due to non-compliance with regulations regarding the approval of executive compensation for 2023 and 2024 [2] - The total compensation for directors, supervisors, and senior management in 2023 and 2024 was 44.22 million yuan and 24.71 million yuan, respectively, with the highest-paid being Vice Chairman Huang Zhen [2] - The company is required to rectify the issues and fulfill its disclosure obligations as per national laws and regulations [2] Group 2 - For the first three quarters of 2025, Watson Bio reported revenue of 1.719 billion yuan, a year-on-year decline of 19.73%, and a net profit attributable to shareholders of 163 million yuan, down 36.24% year-on-year [6] - The company's market value as of December 19 was 18.1 billion yuan, having lost over 130 billion yuan from its historical peak, with stock prices declining for four consecutive years [6]

Core Viewpoint - Watson Bio, once valued at over 100 billion, is struggling under dual pressures of governance disorder and declining performance, highlighted by regulatory actions for failing to follow proper salary review procedures for executives in 2023 and 2024 [1][7]. Group 1: Governance Structure and Oversight Deficiencies - The company has repeatedly failed to adhere to basic corporate governance principles, specifically regarding the approval of executive salaries, as mandated by the Corporate Governance Guidelines [2][8]. - This oversight reflects a lack of internal governance structure and effective supervisory mechanisms, potentially due to management's disregard for rules or ineffective internal checks and balances [2][8]. - Regulatory bodies have noted multiple violations of listing rules, and the company has a history of governance issues since its IPO in 2010, including flaws in decision-making processes [2][8]. Group 2: Performance Decline and Internal Control Issues - Watson Bio's financial performance has deteriorated significantly, with a reported 31.41% year-on-year decline in revenue and a 66.1% drop in net profit for 2024 [3][9]. - Contributing factors to this decline include intensified domestic market competition, significant price reductions for its core product, the bivalent HPV vaccine, and decreased willingness for self-paid vaccinations [3][9]. - For the first three quarters of 2025, the company reported revenues of 1.719 billion, a 19.73% decrease year-on-year, and a net profit of 163 million, down 36.24% [10]. Group 3: Founder Cashing Out and Governance Conflicts - Amidst internal control and performance pressures, the founder, Li Yunchun, has been consistently cashing out since 2016, totaling approximately 4 billion [4][11]. - Li Yunchun's direct shareholding has plummeted to 1.7%, with other founders also seeing significant reductions in their holdings, leading to a lack of effective governance due to a dispersed ownership structure [5][11]. - Since 2011, Watson Bio executives have engaged in 97 stock transactions, with 78 being sell-offs, totaling 124 million shares, raising concerns about governance and investor trust [12].

Core Viewpoint - Yunnan Watson Bio (300142) has been ordered to rectify its governance practices due to non-compliance with regulations regarding the approval of director and senior management remuneration for 2023 and 2024 [1][3][4] Group 1: Regulatory Violations - The company failed to submit the remuneration matters for directors to the shareholders' meeting for approval as required by the Corporate Governance Guidelines [1][3] - Senior management remuneration matters were not submitted to the board for approval, violating the same governance standards [1][3] Group 2: Regulatory Actions - The Yunnan Securities Regulatory Bureau has decided to impose corrective administrative measures on Watson Bio, which will be recorded in the securities and futures market integrity archives [1][4] - The company is required to take effective measures to rectify the situation within 30 days of receiving the decision and submit a written report on the rectification [4] Group 3: Shareholder Information - As of September 30, 2025, the largest shareholder is the Industrial and Commercial Bank of China - E Fund ChiNext ETF, holding 34,471,370 shares (2.16%) [2] - The ninth largest shareholder is the Bank of China - CICC National Bio-Medical Index Fund, holding 23,067,800 shares (1.44%) [2]

Core Viewpoint - Watson Bio has established a new biomanufacturing company in Kunming, focusing on biobased materials and related technologies [1] Group 1: Company Overview - Watson Bio Manufacturing (Kunming) Co., Ltd. has been registered with a capital of 40 million yuan [1] - The legal representative of the new company is Li Yunchun [1] Group 2: Business Scope - The company's business scope includes research and application of cell technology, development of biobased materials technology, manufacturing of biobased materials, research on biological feed, and development of biopesticide technology [1] - The company is wholly owned by Watson Bio (300142) through indirect holdings [1]

Core Viewpoint - Watson Bio (300142) has established a new subsidiary, Watson Bio (Kunming) Co., Ltd., with a registered capital of 40 million yuan, focusing on various biotechnological developments and applications [1] Company Summary - The new subsidiary is fully owned by Watson Bio, indicating a strategic expansion into biotechnology and related fields [1] - The legal representative of the new company is Li Yunchun, which may suggest continuity in leadership and management practices [1] Industry Summary - The business scope of the new subsidiary includes research and application of cell technology, development of bio-based materials, manufacturing of bio-based materials, research on biological feed, and development of biological pesticides, highlighting a focus on sustainable and innovative biotechnological solutions [1]

Core Viewpoint - Watson Bio has recently received an invention patent certificate from the National Intellectual Property Administration of the People's Republic of China for a device designed for vaccine bottle culture, specifically a constant temperature oscillator [1] Group 1 - The patent is related to a constant temperature oscillator used in vaccine bottle cultivation [1] - The patent certificate was issued by the National Intellectual Property Administration of China [1] - The announcement was made on December 23 [1]

Core Viewpoint - Watson Bio announced the approval of multiple proposals, including an application for acquisition loans from banks and the pledge of partial equity of its subsidiaries [2] Group 1 - The fifth board of directors of Watson Bio held its thirty-fourth meeting to review and approve the proposals [2] - The company is seeking to secure financing through bank loans for acquisition purposes [2] - The proposals include pledging part of the equity of its subsidiaries as collateral for the loans [2]

Core Viewpoint - Watson Bio's subsidiary, Yuxi Zerun Biotechnology Co., Ltd., has successfully entered the bid for the "2025 National Immunization Program Vaccine Centralized Procurement Project" for the bivalent human papillomavirus (HPV) vaccine, which will enhance the vaccination rate in China and support the goal of cervical cancer elimination [1][2] Group 1 - Yuxi Zerun's bivalent HPV vaccine has been included in the procurement project with a unit price of RMB 27.5 [1] - The vaccine is primarily used to prevent diseases caused by high-risk HPV types 16 and 18, including cervical cancer and related lesions [1] - The vaccine was officially launched in China in 2022 and received WHO prequalification in August 2024 [1] Group 2 - The centralized procurement is organized by the Chinese Center for Disease Control and Prevention, and Yuxi Zerun will need to sign procurement contracts and manage production and supply [2] - The inclusion in the procurement project is expected to expand the sales scale of the bivalent HPV vaccine and enhance market coverage and brand influence [2] - There are two companies included in the procurement, and negotiations with provinces for market share will take place, which may not significantly impact the company's short-term operating performance [2]