一、会议召开和出席情况 证券代码：300255 证券简称：常山药业 公告编号：2025-49 河北常山生化药业股份有限公司 2025 年第一次临时股东会决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚 假记载、误导性陈述或者重大遗漏。 河北常山生化药业股份有限公司（以下简称"公司"）于 2025 年 11 月 15 日 以公告方式向全体股东发出召开 2025 年第一次临时股东会的通知。本次股东会 采取现场投票和网络投票相结合的方式召开。其中现场会议于 2025 年 12 月 1 日下午 14:30 在中国（河北）自由贸易试验区正定片区正定县高新技术产业开发 区南区梦龙街 71 号河北常山生化药业股份有限公司办公楼会议室召开，本次会 议由董事会召集，董事长高晓东先生主持本次会议；通过深圳证券交易所交易系 统进行网络投票的具体时间为 2025 年 12 月 1 日 9:15—9:25、9:30—11:30、13:00 —15:00；通过深圳证券交易所互联网投票的具体时间为 2025 年 12 月 1 日 9:15 至 15:00 期间的任意时间。 出席本次股东会的股东共 793 名，代表 ...

Market Overview - The chemical pharmaceutical sector increased by 0.16% on December 1, with Changshan Pharmaceutical leading the gains [1] - The Shanghai Composite Index closed at 3914.01, up 0.65%, while the Shenzhen Component Index closed at 13146.72, up 1.25% [1] Top Gainers in Chemical Pharmaceutical Sector - Changshan Pharmaceutical (300255) closed at 67.70, up 8.93% with a trading volume of 353,700 shares and a transaction value of 2.379 billion [1] - Laimei Pharmaceutical (300006) closed at 5.42, up 5.24% with a trading volume of 821,100 shares [1] - Oukang Pharmaceutical (920230) closed at 13.22, up 3.44% with a trading volume of 11,400 shares [1] Top Losers in Chemical Pharmaceutical Sector - Yifang Bio (688382) closed at 27.05, down 8.24% with a trading volume of 315,300 shares [2] - Keyuan Pharmaceutical (301281) closed at 27.96, down 4.51% with a trading volume of 44,300 shares [2] - Kangzhiyue Pharmaceutical (300086) closed at 12.17, down 4.32% with a trading volume of 864,700 shares [2] Capital Flow Analysis - The chemical pharmaceutical sector experienced a net outflow of 1.011 billion from institutional investors, while retail investors saw a net inflow of 466 million [2] - The sector's overall capital flow indicates a mixed sentiment, with institutional investors withdrawing funds while retail investors are actively buying [2] Individual Stock Capital Flow - Maiwei Bio (688062) had a net inflow of 48.528 million from institutional investors, but a net outflow of 65.659 million from retail investors [3] - Lijun Group (000513) saw a net inflow of 23.529 million from institutional investors, with a net outflow of 25.007 million from retail investors [3] - Huadong Pharmaceutical (000963) had a net inflow of 18.642 million from institutional investors, while retail investors experienced a net inflow of 10.459 million [3]

Core Points - Shenzhen Stock Exchange and Shenzhen Securities Information Co., Ltd. will implement periodic adjustments to the sample stocks of various indices, including the Shenzhen Component Index and ChiNext Index, on December 15, 2025 [1] - The Shenzhen Component Index will replace 17 stocks, the ChiNext Index will replace 8 stocks, the Shenzhen 100 will replace 7 stocks, and the ChiNext 50 will replace 5 stocks [1] Group 1: Shenzhen Component Index Adjustments - 17 stocks will be added to the Shenzhen Component Index, including 深深房A (000029.SZ), 拓维信息 (002261.SZ), and 海能达 (002583.SZ) [1][2] - The stocks being removed from the Shenzhen Component Index include 国药一致 (000028), 中国天檐 (000035), and 海德股份 (000567) [2] Group 2: ChiNext Index Adjustments - 8 stocks will be added to the ChiNext Index, including 双林股份 (300100.SZ) and 常山药业 (300255.SZ) [1][3] - The stocks being removed from the ChiNext Index include 富临精工 (300432) and 长盛轴承 (300718) [3] Group 3: Shenzhen 100 and ChiNext 50 Adjustments - The Shenzhen 100 Index will see 7 new additions, including 藏格矿业 (000408) and 国货航 (001391) [1][3] - The ChiNext 50 Index will have 5 stocks replaced, with specific stocks not detailed in the provided information [1]

Core Viewpoint - Changshan Pharmaceutical has attracted attention from Element Fund, which plans to acquire 46 million shares from the company's controlling shareholder at a significant price, despite the company's ongoing losses and high stock price [1][2]. Group 1: Share Transfer Details - The controlling shareholder, Gao Shuhua, will transfer 46 million shares, representing 5.01% of the total share capital, to Element Fund at a price of 46.25 yuan per share, totaling 2.128 billion yuan [2]. - The transfer price is approximately 20% lower than the closing price of 57.3 yuan per share on November 20 [2]. - After the transaction, Gao Shuhua's shareholding will decrease from 30.7% to 25.7% [2]. Group 2: Company Performance and Stock Price - Changshan Pharmaceutical's stock price has surged by 192.25% since the beginning of 2025, and nearly 12 times since the low in September 2023, driven by investor interest in its drug Aibennate [1][3]. - Despite the stock price increase, the company has reported continuous losses since 2023, with a net loss of 1.24 billion yuan in 2023 and 249 million yuan in 2024 [10]. - Revenue has declined significantly, with 2023 revenue at 1.41 billion yuan, down 39.63% year-on-year, and 2024 revenue at 1.031 billion yuan, down 26.92% year-on-year [10]. Group 3: Element Fund's Investment Strategy - Element Fund, established in 2014, has a management scale of 500 million to 1 billion yuan and has previously engaged in significant market transactions [4][5]. - The fund has a history of profitable investments, including a notable transaction with Dongyangguang, where it realized a profit of approximately 244 million yuan [6]. - Element Fund's strategy involves acquiring shares through agreements, often involving substantial amounts [8]. Group 4: Market Sentiment and Future Prospects - Despite the company's stock performance, its financial fundamentals do not align with market enthusiasm, as it heavily relies on heparin products for revenue [10][11]. - The potential success of Aibennate, which has recently received approval for weight loss clinical trials, could improve the company's financial situation, but its profitability is uncertain due to shared ownership with ConjuChem LLC [11].

Core Viewpoint - The announcement of a share transfer by the controlling shareholder of Changshan Pharmaceutical has led to a significant increase in the company's stock price, despite ongoing financial losses. The market's interest is largely driven by the potential of the drug Aibennate, which is associated with the weight-loss drug concept. Group 1: Share Transfer Details - On November 21, Changshan Pharmaceutical announced that its controlling shareholder, Gao Shuhua, plans to transfer 46 million unrestricted circulating shares (5.01% of total shares) to Chongqing Element Private Securities Investment Fund Management Co., Ltd. at a price of 46.25 yuan per share, totaling 2.1275 billion yuan [1] - Following the announcement, the stock price of Changshan Pharmaceutical rose, closing at 58.42 yuan per share on November 24, representing a premium of 26.31% over the transfer price [1] - The reason for the share transfer is Gao Shuhua's personal funding needs, while Element Fund recognizes the company's future development potential and investment value [1] Group 2: Financial Performance - In 2023 and 2024, Changshan Pharmaceutical reported revenues of 1.41 billion yuan and 1.031 billion yuan, respectively, reflecting year-on-year declines of 39.63% and 26.92% [1] - The company incurred net losses attributable to shareholders of 1.24 billion yuan and 249 million yuan for the same periods [1] - For the first three quarters of 2025, the company achieved revenue of 681 million yuan, a further decline of 13.11%, with a net loss of approximately 44.82 million yuan [1] Group 3: Stock Price Surge and Drug Development - Despite continuous financial losses, Changshan Pharmaceutical's stock price has surged over 10 times since September 2023, and more than doubled since the low point in April 2025 [2] - The surge is attributed to the drug Aibennate, which is linked to the weight-loss drug concept and belongs to the GLP-1 drug category, benefiting from the market's interest in weight-loss stocks [2] - Aibennate is a product of Changshan Pharmaceutical's subsidiary, Changshan Kaijiejian, established in partnership with ConjuChem LLC, which had already completed early clinical trials before the joint venture [2] Group 4: Recent Developments - As of June 2025, Aibennate has received approval for clinical trials for weight-loss indications, and Changshan Pharmaceutical is preparing for the trials, including supplier selection [3] - The future success of Aibennate remains uncertain and will require time to determine its market viability [3]

Core Viewpoint - Changshan Pharmaceutical has attracted investment from a private equity fund, marking the second time its controlling shareholder, Gao Shuhua, has reduced his stake through a share transfer agreement in recent years [1][3]. Summary by Sections Share Transfer Details - Gao Shuhua plans to transfer 46 million unrestricted shares, representing 5.0051% of the company's total equity, to Chongqing Element Private Securities Investment Fund Management Co., Ltd. [1] - The transfer price is set at 46.25 CNY per share, totaling 2.1275 billion CNY for the transaction, which reflects a discount compared to the closing price of 56.13 CNY on November 21 [3]. Investment Rationale - Gao Shuhua's decision to reduce his stake is driven by personal funding needs, while Element Fund recognizes the growth potential and investment value of Changshan Pharmaceutical [3]. - Element Fund has committed not to sell its shares for 12 months post-transfer, indicating a long-term investment perspective rather than short-term speculation [3][4]. Company Performance and Market Context - Changshan Pharmaceutical focuses on developing, producing, and selling drugs for cardiovascular diseases and has a new drug application for a GLP-1 long-acting injection for type 2 diabetes under review [3][4]. - The company's stock has surged by 180.79% from January 2 to November 21, with a peak price of 71.71 CNY on November 3, despite a lack of financial performance support [4]. - For the first three quarters of the year, Changshan Pharmaceutical reported a revenue of 681 million CNY, a decrease of 13.11% year-on-year, and a net loss of 44.82 million CNY, a decline of 714.77% [4][5]. Historical Context of Share Transfers - This is not the first time Gao Shuhua has reduced his stake through a share transfer; he previously transferred 53 million shares at a price of 9.2 CNY per share last year, resulting in a significant increase in the transfer price this time, exceeding four times the previous price [5].

Core Viewpoint - Changshan Pharmaceutical (300255.SZ) announced that its controlling shareholder, Gao Shuhua, plans to transfer 46 million shares, representing 5.0051% of the total share capital, to Chongqing Yuansu Private Securities Investment Fund Management Co., Ltd. This transfer reflects confidence in the company's future development and investment value [1][2]. Group 1 - The controlling shareholder Gao Shuhua holds 280,644,728 shares, accounting for 30.54% of the total share capital [1]. - The transfer price for the shares is set at RMB 46.25 per share, totaling RMB 212,750 million [2]. - After the transfer, the Element Fund will hold 46 million shares, becoming a shareholder with over 5% ownership [1][2]. Group 2 - The transfer price of RMB 46.25 per share represents a fourfold increase compared to the previous transfer price of RMB 9.20 per share in February 2024 [4]. - Gao Shuhua and the company's chairman, Gao Xiaodong, are considered acting in concert due to their father-son relationship [2]. - The transfer is subject to compliance review by the Shenzhen Stock Exchange before the transfer can be processed by the China Securities Depository and Clearing Corporation [1].

Group 1: Shareholding Changes - Company Zhaoyi Innovation announced that several directors and senior management personnel plan to reduce their holdings by a total of 249,000 shares, with specific reductions from the vice chairman and general manager, as well as other vice presidents [1] - Company Super Aerospace announced a stock suspension due to its controlling shareholders planning a significant matter that may lead to a change in control [2] - Company Haosai is under investigation by the China Securities Regulatory Commission (CSRC) for suspected violations of information disclosure laws [5] Group 2: Major Contracts and Projects - Company Dajin Heavy Industry's wholly-owned subsidiary signed a contract worth approximately 1.339 billion yuan for a European offshore wind farm project, which represents 35.41% of the company's audited revenue for 2024 [3] - Company Ruifeng New Materials plans to increase capital by 200 million yuan in a related party to advance a lithium hexafluorophosphate project [6] Group 3: Regulatory Actions - Company Jushi Chemical received a notice from the CSRC regarding an investigation for suspected violations of information disclosure laws [4] - Company Huosai is also under investigation by the CSRC for similar reasons [5] Group 4: Investment and Acquisitions - Company Gao Neng Environment plans to acquire 45.2% equity in three mining companies [7] - Company Aerospace Electric intends to purchase 32% equity in Shenzhen Aerospace Electric Motor System Co., Ltd. through public bidding [8]

格隆汇11月21日丨常山药业(300255.SZ)公布，收到控股股东、实际控制人高树华先生的通知，获悉其 与元素基金于2025年11月20日签订了《河北常山生化药业股份有限公司股份转让协议书》，高树华先生 拟通过协议转让的方式将其持有的公司46,000,000股无限售流通股（占公司总股本5.0051%）转让给元 素基金（代表"元素致远行千里一号私募证券投资基金"），转让价格为46.25元/股。 ...

Core Viewpoint - Changshan Pharmaceutical (300255) announced that its controlling shareholder, Gao Shuhua, plans to transfer 46 million shares (5.0051% of total share capital) to Chongqing Element Private Securities Investment Fund Management Co., Ltd. [1] Group 1 - The share transfer will result in Element Fund holding 46 million shares, maintaining the same percentage of 5.0051% of the company's total share capital [1] - Element Fund expresses confidence in the company's future development and recognizes its investment value, committing not to reduce its holdings within 12 months post-transfer [1]