此乃要件 請即處理 香港交易及結算所有限公司及香港聯合交易所有限公司對本通函之內容概不負責，對其準確性或完整性亦不發表任何 聲明，並明確表示，概不就因本通函全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 閣下如對本通函任何內容或將採取的行動有任何疑問，應諮詢 閣下的股票經紀或其他註冊證券交易商、銀行經理、 律師、專業會計師或其他專業顧問。 閣下如已售出或轉讓名下所有的榮昌生物製藥（煙台）股份有限公司股份，應立即將本通函連同隨附代表委任表格送交 買主或承讓人或經手買賣或轉讓的銀行、股票經紀或其他代理商，以便轉交買主或承讓人。 RemeGen Co., Ltd.* 榮 昌 生 物 製 藥（ 煙 台 ）股 份 有 限 公 司 （於中華人民共和國註冊成立的股份有限公司） （股份代號：9995） (1)建議修訂《公司章程》 (2)建議修訂股東會議事規則 及 2025年第二次H股類別股東大會通告 榮昌生物製藥（煙台）股份有限公司謹訂於2025年7月31日下午二時正假座中國山東省自由貿易試驗區煙台片區煙台 開發區北京中路58號公司三期大樓6134會議室召開H股類別股東大會，大會通告載列於本通函內。本 ...

Group 1 - The Hong Kong stock market's innovative drug sector continues to strengthen, with Rongchang Biologics rising over 7% [1] - Junshi Biosciences increased by more than 4% [1] - Tigermed (300347) and Zhaoyan New Drug (603127) both saw gains of over 3% [1] Group 2 - Innovent Biologics and Kanglong Chemical (300759) experienced increases of over 2% [1]

Core Viewpoint - The $4.23 billion overseas licensing agreement by Rongchang Biopharma has failed to ignite market enthusiasm, leading to a significant drop in stock prices, with A-shares falling over 18% and Hong Kong shares dropping over 11% [1] Group 1: Payment Structure - The upfront payment of $45 million is considered inadequate compared to industry benchmarks, such as the $1.25 billion upfront payment by 3SBio in its deal with Pfizer [2] - The total potential payment of $41.05 billion is viewed skeptically, as historical data shows that milestone payment realization rates in the biopharmaceutical sector hover around 22% [2] Group 2: Counterparty's Financial Health - Vor Bio, the acquiring company, reported only $50.05 million in cash at the end of Q1, which is just slightly above the upfront payment owed to Rongchang [3] - Vor Bio recently announced a halt to all R&D activities and a 95% workforce reduction, leaving only 8 employees, raising concerns about its ability to fulfill the agreement [3] Group 3: Transaction Structure Concerns - The deal includes an $80 million warrant for equity in Vor Bio, which could lead to Rongchang holding a 23% stake, raising concerns about the relinquishment of control over core assets [4] - Rongchang's justification of the "NewCo model" as a means to mitigate R&D risks does not alleviate market fears regarding the loss of international influence [4] Group 4: Financial Strain on Rongchang - Rongchang has reported cumulative losses exceeding 4.2 billion yuan from 2022 to Q1 2025, with negative cash flow from operations [5] - The company's debt ratio has surged from 17% to 67%, and its quick ratio has plummeted from 3.07 to 0.65, indicating severe liquidity issues [5] - Concurrently, Vor Bio announced a $175 million private financing and appointed a new CEO with a history of successful mergers, which may impact the future value of Rongchang's equity stake [5]

Group 1 - The Hong Kong stock market saw active trading in innovative drug concept stocks, with Rongchang Biologics rising over 6% [1] - Junshi Biosciences experienced an increase of over 5% [1] - Other companies such as Innovent Biologics, Luye Pharma, and CSPC Pharmaceutical Group all saw gains exceeding 3% [1]

Group 1 - The core viewpoint highlights the significant growth and performance of the innovative pharmaceutical ETF (560900), which has seen a 1.64% increase and is experiencing active trading with a turnover of 12.59% and a transaction volume of 4.4435 million yuan [1] - The CSI Innovative Pharmaceutical Industry Index (931152) has also shown strong performance, rising by 1.83%, with notable increases in constituent stocks such as Rongchang Bio (688331) up 10.28%, Zai Lab (688266) up 6.28%, and Yifan Pharmaceutical (002019) up 5.77% [1] - As of June 30, the innovative pharmaceutical ETF (560900) has seen a significant increase in shares by 500,000, ranking first among comparable funds [1] Group 2 - According to Guojin Securities, the global competitiveness of innovative drugs is becoming more prominent, with accelerated external licensing and a trend towards profitability in the industry [1] - The number and quality of new drug approvals in China have continued to improve since the beginning of 2025, with an increasing pace of commercialization for innovative drugs and the introduction of internationally leading new drugs into China [1] - The innovative pharmaceutical sector, which has experienced several years of stagnation, is now considered to be in a value trough [1] Group 3 - The rise of AI is driving a new wave of technological advancements, prompting Morgan Asset Management to integrate its "Global Vision Investment Technology" product line to assist investors in strategically positioning themselves in quality tech companies [1] - Morgan's actively managed funds focus on emerging industry trends, including the Morgan Emerging Power Fund and the Morgan Smart Connectivity Fund, which targets opportunities in artificial intelligence [2] - The passive investment options include the Morgan Hang Seng Technology ETF and the Morgan CSI Innovative Pharmaceutical Industry ETF, providing easy access to Chinese innovative pharmaceutical companies [2]

Core Viewpoint - In the first five months of this year, China's innovative drug licensing agreements have exceeded $45.5 billion, nearly matching the total for the entire previous year, but the recent licensing deal by Rongchang Biopharma has surprised investors negatively [1][2]. Group 1: Licensing Deal Details - Rongchang Biopharma announced a licensing agreement with Vor Bio, granting exclusive rights for the development and commercialization of its product, Taitasip, outside Greater China [1]. - As part of the deal, Rongchang will receive $125 million in cash and warrants, including a $45 million upfront payment and $80 million in warrants, which represents approximately 23% of the company [2]. - Vor Bio is also obligated to pay up to $4.105 billion in milestone payments based on clinical development and commercialization, along with sales royalties [2]. Group 2: Market Reaction - Following the announcement, Rongchang's stock plummeted, with A-shares hitting a 20% limit down and H-shares dropping over 25% [2]. - The A-share price fell from a high of 72 yuan per share to 61.61 yuan, while H-shares closed at 55.55 HKD, reflecting a 6.17% decline [2]. - Prior to the announcement, Rongchang's market capitalization had surged significantly, with A-shares increasing by 18 billion yuan and H-shares quadrupling in value [2][3]. Group 3: Concerns and Criticism - The upfront payment of $45 million was significantly lower than market expectations, contributing to the stock's decline [4]. - Vor Bio, the partner company, has a market capitalization of only $69.28 million and has faced financial difficulties, raising concerns about its ability to fulfill payment obligations [4]. - The "shell company" nature of the deal has led to skepticism, as it appears Rongchang is trading a product for a company with limited resources [4][5]. Group 4: Future Outlook - Despite the negative market reaction, some investors see potential in the new leadership at Vor Bio, with Jean-Paul Kress, an experienced executive in immunology, appointed as CEO [6]. - However, Rongchang's other product, Vidisitamab, faces competition from new entrants like Hengrui Medicine, which could threaten its market share [6].

Core Viewpoint - Rongchang Biopharmaceutical's significant licensing agreement with Vor Bio, valued at up to $4.23 billion, led to an unexpected 18.36% drop in its stock price, raising concerns about the market's perception of the deal [2]. Group 1: Licensing Agreement Details - On June 25, Rongchang Biopharmaceutical announced a licensing agreement with Vor Bio, granting exclusive rights to develop and commercialize the drug Tai Tasi Pi outside of Greater China [2]. - The agreement includes an upfront payment of $125 million, which consists of a $45 million initial payment and $80 million in warrants, along with potential milestone payments of up to $4.1 billion and sales royalties in the high single to double-digit percentage range [2]. Group 2: Product and Financial Performance - Tai Tasi Pi, Rongchang's core innovative drug, received conditional approval in March 2021 and is currently approved for indications such as myasthenia gravis, systemic lupus erythematosus, and rheumatoid arthritis [3]. - In 2024, Rongchang's revenue reached 1.717 billion yuan, a year-on-year increase of 58.54%, although it reported a net loss of 1.468 billion yuan [4]. - The significant revenue growth is attributed to increased sales of Tai Tasi Pi and another product, with R&D expenses amounting to 1.54 billion yuan, representing 89.69% of total revenue [4]. Group 3: Vor Bio Company Concerns - Vor Bio has not generated any revenue since its inception and reported net losses of $118 million and $117 million for 2023 and 2024, respectively, with a cumulative deficit of $457 million as of December 31, 2024 [5]. - The company announced significant layoffs, planning to cut 147 full-time employees, approximately 95% of its workforce, and to gradually shut down its clinical and manufacturing operations [5]. - Vor Bio also experienced major management changes, including the departure of its CFO, Chief Scientific Officer, and head of technical operations [6].

Group 1 - The stock prices of Rongchang Bio fell sharply, with A-shares dropping over 2% and Hong Kong shares declining over 5% [1] - Both A-shares and H-shares experienced a decline of more than 10% yesterday [1]

Core Viewpoint - Lutai A (000726.SZ) has sold financial assets to improve liquidity, with the sale of Rongchang Biotech shares impacting net profit by 81.04 million yuan, exceeding 10% of the company's audited net profit for the last fiscal year [1][3]. Financial Performance - In 2024, Lutai A achieved revenue of 6.091 billion yuan, a year-on-year increase of 2.17%, and a net profit of 410 million yuan, up 1.7% [1][6]. - The company completed a total cash dividend distribution of 204 million yuan for 2024, representing approximately 49.84% of the net profit for the year [1][8]. Shareholding and Asset Management - As of December 31, 2024, Lutai A held 3.918 million shares of Rongchang Biotech, accounting for 0.72% of its total equity, with a book value of 118 million yuan [2][3]. - Following the sale, Lutai A retains 612,600 shares of Rongchang Biotech [2][3]. Market Activity - The stock price of Rongchang Biotech fell by 18.36% on June 26, 2024, closing at 60.7 yuan per share, despite a year-to-date increase of 97.85% [4]. - The current market value of Lutai A's remaining shares in Rongchang Biotech is approximately 37.185 million yuan [4]. Business Operations - Lutai A's textile and apparel segment generated revenue of 5.707 billion yuan in 2024, reflecting a 2.74% increase, with fabric and clothing products contributing 4.335 billion yuan and 1.372 billion yuan, respectively [6]. - The production volumes for fabrics and shirts were 205 million meters and 18.2526 million pieces, showing growth of 1.45% and 3.18% year-on-year [6]. Investment and Capital Management - Lutai A raised 1.4 billion yuan through convertible bonds in 2020, with net proceeds of 1.388 billion yuan allocated to strategic projects [7]. - The company has invested 586 million yuan and 358 million yuan in its functional fabric smart eco-park and overseas high-end fabric product line projects, respectively, with both projects having exceeded their investment targets [7]. Share Buyback and Dividends - In 2024, Lutai A repurchased B-shares for a total of 37.867 million yuan, contributing to a total cash distribution (dividends and buybacks) of 242 million yuan, which is 59.03% of the net profit for the year [8].

Meeting Overview - The first H-share class shareholders' meeting of Rongchang Biopharmaceuticals was held on June 26, 2025, in Yantai, Shandong Province [1] - A total of 111 ordinary shareholders attended the meeting, with 108 being A-share shareholders and 3 being H-share shareholders [1] Voting Results - The voting results showed that the majority of the proposals were approved, with ordinary shareholders voting 99.9689% in favor of the proposals [1][2] - A-share shareholders voted 99.9848% in favor, while H-share shareholders' voting results were not detailed in the provided data [1][2] Legal Compliance - The meeting was conducted in accordance with the Company Law and the company's articles of association, ensuring that the procedures and voting methods were legally valid [1][7] - The lawyers present confirmed that the meeting's procedures and results were compliant with relevant laws and regulations [7]