证券代码：301281 证券简称：科源制药 公告编号：2025-085 山东科源制药股份有限公司 关于选举公司董事长及调整董事会专门委员会成员的公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 一、关于选举董事长的情况 为确保董事会的正常运作，根据《中华人民共和国公司法》（以下简称"《公 司法》"）《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自 律监管指引第2号——创业板上市公司规范运作》等相关法律法规以及《山东科源 制药股份有限公司章程》（以下简称"《公司章程》"）的有关规定，山东科源制 药股份有限公司（以下简称"公司"）于2025年12月1日召开了第四届董事会第十 六次会议，审议通过了《关于选举公司董事长的议案》，决定选举李红福先生（简历 详见附件）为公司第四届董事会董事长，任期自董事会审议通过之日起至第四届董事会任 期届满之日止。 上述任期自公司第四届董事会第十六次会议审议通过之日起至第四届董事会届 满之日止。 三、备查文件 公司第四届董事会第十六次会议决议。 特此公告。 山东科源制药股份有限公司 董事会 2025年12月1日 附件： ...

证券代码：301281 证券简称：科源制药 公告编号：2025-083 山东科源制药股份有限公司（以下简称"公司"）董事会于近日收到公司职 工董事、董事长高春坡先生递交的书面辞职报告。高春坡先生因个人原因，经综 合考虑，申请辞去公司第四届董事会职工董事、董事长职务，上述职务原定任期 至公司第四届董事会届满之日止，高春坡先生辞去前述职务后仍在公司担任总经 理职务。截至公告披露日，高春坡先生未持有公司股份，不存在应当履行而未履 行的承诺事项。 根据《深圳证券交易所上市公司自律监管指引第 2 号—创业板上市公司规范 运作》等相关法律法规、规范性文件及《公司章程》的规定，高春坡先生的辞职 不会导致公司董事会成员低于法定最低人数，不会影响公司董事会的正常运作。 高春坡先生的辞职申请自公司董事会收到通知之日起生效。 二、选举职工代表董事情况 根据《中华人民共和国公司法》《深圳证券交易所创业板股票上市规则》《深 圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》等法 律法规、规范性文件的相关规定，山东科源制药股份有限公司（以下简称"公 司"）于 2025 年 12 月 1 日召开职工代表大会选举公司第四 ...

Group 1: Termination of Restructuring - The termination of the restructuring project was primarily due to changes in the overall market environment, which affected the expectations of the parties involved in the transaction [2][3][6] - The company decided to terminate the restructuring to protect the long-term interests of all shareholders after thorough discussions and analyses with relevant parties [2][6][8] Group 2: Market Environment and Strategic Focus - Recent changes in centralized procurement policies have altered the supply-demand relationship for drugs, impacting the expectations for the restructuring project [3] - The company remains focused on drug research, production, and sales, with a strong emphasis on developing new products and expanding its product range, including categories such as hypoglycemic, anesthetic, cardiovascular, and psychiatric drugs [3][5][7] Group 3: Financial Performance - For the period from January to September 2025, the company achieved a revenue of ¥302,688,076.14 and a net profit attributable to shareholders of ¥31,261,045.17 [5] - The company plans to continue investing in core products to enhance market share and profitability, especially in light of the upcoming procurement agreements [5][7] Group 4: Future Plans and Collaborations - The company is committed to exploring new product introductions and market development strategies following the termination of the restructuring [7][8] - Collaborations with research institutions and industry partners are planned to enhance technological cooperation and joint research efforts [4][8] Group 5: Market Position and Competitive Advantage - The company has established a strong market position with key products such as Glimepiride and Metformin, supported by advanced technology and mature production processes [7][8] - The company holds 31 active pharmaceutical ingredient (API) registration numbers and 44 approved chemical drug formulations, with many products included in national medical insurance directories [8]

Core Viewpoint - Koyuan Pharmaceutical has announced the termination of its plan to issue shares for asset acquisition and fundraising, citing changes in the overall market environment since the initial announcement of the transaction [1] Group 1: Termination of Asset Acquisition - Koyuan Pharmaceutical's board approved the termination of the share issuance for asset acquisition and related fundraising on November 28, 2025 [1] - The company intended to acquire 99.42% of Shandong Hongjitang Pharmaceutical Group Co., Ltd. from 38 trading parties, including Lino Investment Holding Group Co., Ltd. and Lino Group Co., Ltd. [1][2] - The decision to terminate the restructuring was made after careful consideration and discussions with relevant parties, aiming to protect the long-term interests of all shareholders [1] Group 2: Fundraising Details - Koyuan Pharmaceutical planned to raise up to 25 million yuan through the issuance of shares to no more than 35 qualified investors, which would not exceed 100% of the transaction price for the asset acquisition [2] - The total transaction price for the acquisition was set at 358,061.77 million yuan [2] - The independent financial advisor for this transaction was CITIC Securities [2] Group 3: Share Issuance and Financials - Koyuan Pharmaceutical's public offering raised a total of 854,883,000 yuan, with a net amount of 764,921,774.32 yuan after deducting issuance costs, which was 41,492.18 million yuan more than originally planned [4] - The funds raised were intended for projects including the technical transformation of raw material production lines and drug research and development [4] - The total issuance costs amounted to 89,961,225.68 yuan, with CITIC Securities receiving 73,939,470 yuan as underwriting and sponsorship fees [4]

科源制药(301281.SZ)跳空低开，盘中一度跌近7%，低见27.3元刷新阶段新低，总市值30.22亿元。消息上，科源制药上周五晚发布公告，公司董事会已审议 通过终止发行股份购买资产及募集配套资金事项，同时撤回相关申请文件。公司表示，终止系因市场环境变化，为维护全体股东长期利益作出的审慎决策， 一个月内不再筹划重大资产重组。业绩方面，今年前三季度营业收入3.03亿元，同比下降8.5%；归母净利润3147万元，同比下降20.7%。 ...

Group 1 - Guizhou Moutai elected Chen Hua as the chairman of the fourth board of directors [4] - Tianfeng Securities is under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure and illegal financing [4] - Yongtai Energy's actual controller Wang Guangxi received a notice of investigation from the China Securities Regulatory Commission for matters unrelated to the company [4] Group 2 - Shenzhou Pharmaceutical's controlling shareholder plans to reduce its stake by no more than 3% [4] - Zhenhua Group intends to increase its stake in China Jushi by 550 million to 1.1 billion yuan [4] - Jihong Co., Ltd. and its concerted parties plan to reduce their stake by no more than 2.93% [4] Group 3 - XJ Electric won a 1.518 billion yuan procurement project from the State Grid [4] - China XD Electric's subsidiaries collectively won procurement projects from the State Grid worth approximately 2.98 billion yuan [4] - Chaozhuo Aerospace's actual controller will change to the Hubei Provincial State-owned Assets Supervision and Administration Commission, with stock resuming trading on December 1 [4] Group 4 - Huakong Saige terminated its specific object stock issuance [5] - Shenzhen Energy plans to apply for a public bond issuance with a total scale not exceeding 20 billion yuan [5] Group 5 - Blue Sail Medical's board proposed to lower the conversion price of "Blue Sail Convertible Bonds" [6] - ST Lifang's stock will be subject to delisting risk warning and will be suspended from trading on December 1 [7] - Cambrian elected Chen Tianshi as chairman [8]

Core Viewpoint - Koyuan Pharmaceutical's acquisition of Shandong Hongjitang Pharmaceutical Group has been terminated after over a year of planning due to changes in the overall market environment, impacting both companies' future prospects [4][5][6]. Group 1: Acquisition Details - Koyuan Pharmaceutical announced the termination of the acquisition of 99.42% of Hongjitang's shares, which was valued at approximately 3.581 billion yuan [5]. - The company had planned to issue shares to 38 counterparties, including Linuo Investment and Linuo Group, to finance the acquisition [5]. - The termination was decided after careful consideration and discussions with all parties involved, aiming to protect the long-term interests of shareholders [5][6]. Group 2: Impact on Koyuan Pharmaceutical - The termination of the acquisition means Koyuan Pharmaceutical's plans to optimize product layout and reduce operational costs will not materialize [6]. - Koyuan Pharmaceutical's revenue and net profit have declined in the first three quarters of the year, with revenue at approximately 303 million yuan, down 8.52%, and net profit at about 31.47 million yuan, down 20.69% [9]. - The expected financial benefits from the acquisition included a projected revenue increase to 1.745 billion yuan in 2024, a 276.34% rise, and a net profit increase to 168 million yuan, a 177.86% rise [9]. Group 3: Hongjitang's Market Position - This marks the second failed attempt for Hongjitang to achieve a "backdoor listing" [7]. - Hongjitang specializes in the research, production, and sales of traditional Chinese medicine and health products [7]. - The company has faced challenges in entering the capital market, with previous attempts at IPOs in 2021 and 2024 not succeeding [8]. Group 4: Future Prospects - Following the termination, Hongjitang's entry into the capital market is delayed, potentially affecting its valuation and market confidence [8]. - Future strategies for Hongjitang may include pursuing independent IPOs or seeking mergers with other companies in the industry to achieve a backdoor listing [8].

Core Viewpoint - Koyuan Pharmaceutical has decided to terminate the issuance of shares for asset acquisition and related fundraising due to changes in the market environment, aiming to protect the long-term interests of all shareholders [1] Group 1: Termination of Acquisition - The board of Koyuan Pharmaceutical has approved the termination of the share issuance for acquiring 99.42% of Hongjitang for a consideration of 3.58 billion yuan and raising up to 700 million yuan in supporting funds [1] - The termination is described as a prudent decision to maintain the long-term interests of shareholders, with no significant adverse impact on the company's current operations [1] Group 2: Business Performance - For the first three quarters of the year, Koyuan Pharmaceutical reported revenue of 303 million yuan, a year-on-year decrease of 8.5%, and a net profit attributable to shareholders of 31.47 million yuan, down 20.7% [2] - The company's operating cash flow net amount was 27.24 million yuan, showing a year-on-year increase of 14.1% [2] Group 3: Strategic Developments - Koyuan Pharmaceutical's subsidiary, Linuo Pharmaceutical, has had its intelligent manufacturing project for injectables included in the list of major industrial projects for the province's new and old kinetic energy conversion in 2025 [2] - The intelligent manufacturing project, completed on September 28, covers an area of approximately 46,000 square meters and includes key areas such as quality inspection and R&D buildings, high-end injectable production workshops, and a comprehensive intelligent warehouse [2] - The project aims to leverage industrial internet, artificial intelligence, and big data technologies to create a comprehensive smart control system from R&D to production, meeting the standards of China GMP, US FDA, and EU GMP [2][3] Group 4: Future Outlook - Koyuan Pharmaceutical plans to use the inclusion of its project as an opportunity to increase innovation investment and empower industrial upgrades, contributing to the high-quality development of the pharmaceutical industry in Shandong Province [3]

Core Viewpoint - Koyuan Pharmaceutical announced the termination of its plan to issue shares for asset acquisition and related fundraising, withdrawing its application documents [1][2]. Group 1: Transaction Details - The company intended to acquire 99.42% of Shandong Hongjitang Pharmaceutical Group Co., Ltd. from 38 trading parties, including Linuo Investment Holding Group Co., Ltd. and Linuo Group Co., Ltd. [1][2]. - The transaction was valued at approximately 3.581 billion yuan, excluding the fundraising amount [2]. Group 2: Business Implications - The acquisition was expected to extend Koyuan Pharmaceutical's main business into traditional Chinese medicine and health products, enhancing operational efficiency and reducing costs [2]. - The company aimed to create a large-scale, well-known health platform in the pharmaceutical industry, improving its overall strength and value [2]. Group 3: Reason for Termination - The termination was due to changes in the overall market environment since the initial announcement of the transaction, leading to a decision made in the interest of all shareholders [2].

Key Points - Guizhou Moutai elected Chen Hua as the chairman of the fourth board of directors and plans to repurchase shares between RMB 1.5 billion and RMB 3 billion [1] - Tianfeng Securities is under investigation by the China Securities Regulatory Commission for suspected violations of information disclosure and illegal financing [1] Share Buybacks - Demai Technology raised the upper limit for share repurchase to RMB 45 per share [5] - Jianbang Technology plans to repurchase shares worth between RMB 15 million and RMB 30 million [5] - Huayuan Holdings intends to repurchase shares worth between RMB 30 million and RMB 60 million [5] Major Investments - Jinling Pharmaceutical plans to invest RMB 893 million in hospital expansion projects [7] - Dongfang Mingzhu intends to invest approximately RMB 500 million to establish a partnership and acquire part of the equity of New H3C [7] - Chang'an Automobile aims to establish a robotics company to develop innovative products and solutions [7] Mergers and Acquisitions - Kaizhong Co. plans to acquire 60% of Anhui Tuosheng's equity, with stock resuming trading on December 1 [7] - Youa Co. has resumed the review process for issuing shares and cash to purchase assets [7] - Jiasheng Technology intends to acquire controlling interest in Shudun Information Technology Co., with stock continuing to be suspended [7] Financing Activities - Shenzhen Energy plans to apply for a public bond issuance with a total scale not exceeding RMB 20 billion [7] - Huakong Saige has terminated its specific object stock issuance [7]