南模生物(688265) - 2025 Q2 - 季度财报

Glossary Definitions of Common Terms The report provides definitions for common terms and professional terminology, ensuring clear understanding of the report content. - Defines common terms such as company, reporting period, currency units, CSRC, and SSE[12] - Provides detailed explanations of biomedical professional terms such as model organisms, genes, gene editing, genetically modified animal models, humanized models, and fully human antibodies[13] - Lists international laboratory animal service providers like Jackson Laboratory, Taconic, Charles River, and domestic biomedical companies such as Wuxi Biologics, Innovent Biologics, Hengrui Medicine, BeiGene, Crown Bioscience, Wuxi AppTec, Biocytogen, and GemPharmatech[12] Company Profile and Key Financial Indicators I. Company Basic Information This section provides the company's fundamental details, including its Chinese name, abbreviation, legal representative, and a recent change in its registered address. - Company Chinese name: Shanghai Southern Model Organisms Technology Co., Ltd., abbreviation: Nanmo Bio[16] - The company's registered address has been changed to 6th Floor, No. 1, Lane 63, Hubo Road, Pudong New Area, Shanghai[16] II. Contact Person and Information This section discloses the contact details for the company's Board Secretary, Liu Wen, who serves as the domestic representative for information disclosure. - Board Secretary: Liu Wen[17] - Contact address: 6th Floor, No. 1, Lane 63, Hubo Road, Pudong New Area, Shanghai[17] III. Brief Introduction to Changes in Information Disclosure and Document Placement Locations This section outlines the company's designated newspapers for information disclosure, the website for semi-annual reports, and the location for report placement. - Information disclosure newspapers: Shanghai Securities News, China Securities Journal, Securities Times, Securities Daily[18] - Report website: www.sse.com.cn[18](index=18&type=chunk) IV. Overview of Company Shares/Depositary Receipts This section details the company's stock information, including its share type, listing exchange, and stock codes. - Share type: A-shares[19] - Listing exchange and board: STAR Market of Shanghai Stock Exchange[19] - Stock abbreviation: Nanmo Bio, stock code: 688265[19] VI. Company's Key Accounting Data and Financial Indicators During the reporting period, the company's operating revenue increased by 10.69% year-on-year, net profit turned profitable, and net cash flow from operating activities significantly increased. Key Accounting Data (January-June 2025 vs. Same Period Last Year) | Indicator | Current Period (CNY) | Same Period Last Year (CNY) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 195,763,143.74 | 176,851,264.77 | 10.69 | | Total Profit | 17,574,805.98 | -13,127,472.74 | Not applicable | | Net Profit Attributable to Shareholders of Listed Company | 18,167,375.00 | -9,143,573.22 | Not applicable | | Net Profit Attributable to Shareholders of Listed Company After Deducting Non-recurring Gains and Losses | 5,914,262.80 | -20,616,089.29 | Not applicable | | Net Cash Flow from Operating Activities | 3,672,603.58 | -8,003,474.17 | Not applicable | | Current Period End vs. Prior Year End | | | | | Net Assets Attributable to Shareholders of Listed Company | 1,691,764,932.46 | 1,683,000,520.50 | 0.52 | | Total Assets | 1,908,922,553.49 | 1,929,356,534.07 | -1.06 | Key Financial Indicators (January-June 2025 vs. Same Period Last Year) | Indicator | Current Period | Same Period Last Year | YoY Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/share) | 0.23 | -0.12 | Not applicable | | Diluted Earnings Per Share (CNY/share) | 0.23 | -0.12 | Not applicable | | Basic Earnings Per Share After Deducting Non-recurring Gains and Losses (CNY/share) | 0.08 | -0.26 | Not applicable | | Weighted Average Return on Net Assets (%) | 1.08 | -0.53 | Not applicable | | Weighted Average Return on Net Assets After Deducting Non-recurring Gains and Losses (%) | 0.35 | -1.20 | Not applicable | | R&D Investment as % of Operating Revenue (%) | 21.24 | 21.94 | Decreased by 0.7 percentage points | - Operating revenue increased by 10.69%, primarily due to the recovery of the biopharmaceutical industry, with industrial client revenue growing by approximately 17% and research client revenue showing steady growth[23] - Net profit turned profitable, mainly due to operating revenue growth, cost control, adjustment of share-based payment expenses (decrease in administrative expenses), and increased government subsidies[23] - Net cash flow from operating activities significantly increased, primarily due to strengthened accounts receivable management, increased government subsidies, and optimized procurement[24] VIII. Non-recurring Gains and Losses Items and Amounts During the reporting period, the company's total non-recurring gains and losses amounted to CNY 12,253,112.20, primarily from government subsidies and fair value changes of financial assets. Non-recurring Gains and Losses Items and Amounts | Non-recurring Gains and Losses Item | Amount (CNY) | | :--- | :--- | | Gains and losses from disposal of non-current assets | -44,107.19 | | Government subsidies recognized in current profit or loss | 4,368,522.94 | | Gains and losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and disposal gains and losses | 9,792,006.60 | | Other non-operating income and expenses | -54,135.97 | | Other gains and losses that meet the definition of non-recurring gains and losses | 352,507.92 | | Less: Income tax impact | 2,161,682.10 | | Total | 12,253,112.20 | Management Discussion and Analysis I. Explanation of the Company's Industry and Main Business Operations During the Reporting Period The company primarily engages in the R&D, production, sales, and technical services of genetically modified animal models, serving life science and medical research, with over 22,000 models developed. - The company's industry is life science and medical research, with the sub-industry being genetically modified animal model services[29] - Genetically modified animal models are indispensable in new drug R&D, toxicology research, and physiological mechanism exploration, capable of more accurately simulating human physiology and pathology[30] - National policies support the development of innovative drugs, building a full-chain support system that benefits the industry[31] - The company has cumulatively developed and constructed over 22,000 models, including over 14,000 self-developed standardized models and over 8,600 customized models[32] (I) Industry Development Overview Genetically modified animal models are critical tools in new drug R&D and life science research, with national policies supporting innovative drug development. - Laboratory animal models are indispensable tools for new drug R&D, toxicology research, and physiological mechanism exploration[30] - Genetically modified animal models can more accurately simulate human physiology or pathology, aligning with the trend of targeted drug R&D[30] - The National Healthcare Security Administration and National Health Commission issued "Several Measures to Support High-Quality Development of Innovative Drugs," establishing a full-chain support system[31] (II) Main Business, Main Products and Their Uses The company's core business involves the R&D, production, sales, and technical services of genetically modified animal models, primarily for life science and biopharmaceutical applications. - The main business is the R&D, production, sales, and related technical services of genetically modified animal models, primarily referring to genetically modified mouse models[32] - Cumulatively developed and constructed over 22,000 models, including over 14,000 self-developed standardized models and over 8,600 customized models[32] - Products serve research institutions (gene function, disease mechanism research) and industrial clients (new drug target discovery, drug screening, pharmacodynamics research, etc.)[33] Main Products and Service Uses | Main Business | Products and Services | Uses | | :--- | :--- | :--- | | Customized Models | Construct genetically modified animal models according to client needs | Gene function research, drug discovery | | Standardized Models | Self-developed genetically modified animal models | Efficacy evaluation, gene function research, tool mice | | Model Breeding | Breed using genetically modified animal models | Deliver specific genotype model strains | | Efficacy Evaluation and Phenotype Analysis | Conduct efficacy tests and phenotype analysis on specific genotype animal models | Preclinical innovative drug research, gene function or disease mechanism research | | Rearing Services | Provide animal housing, experimental sites, life support, etc | Animal facility management, provide comfortable and scientific rearing environment | | Other Model Organism Technical Services | Mouse and rat model identification, embryo cryopreservation, nematode research, etc | Long-term strain preservation, rapid acquisition of live animals, aging and longevity research, etc | (III) Business Model The company's profit model is based on providing genetically modified animal models and technical services, combining independent R&D with client customization, direct procurement, make-to-order production, and direct sales. - Profit model: Generating revenue and profit by providing genetically modified animal models and related technical services, with revenue recognition typically occurring after client confirmation or the expiration of the objection period[36] - R&D model: Combining independent R&D with client-customized synthesis, continuously developing gene modification technologies and animal models[37] - Procurement model: Direct procurement of mice, rats, gases, reagents, consumables, etc., implementing a qualified supplier system, and strictly controlling quality and costs[39] - Production and service model: Genetically modified animal models adopt a make-to-order approach, while technical services involve project analysis, experimental design, implementation, and reporting based on mature platforms[40] - Sales model: Primarily direct sales, with collaborative operations across marketing, business, sales, and technical support departments, supplemented by overseas distribution for international markets[41] (IV) Market Position Nanmo Bio holds a leading position in genetically modified animal models and related services, leveraging extensive R&D, comprehensive technology platforms, and a large number of humanized model strains. - Nanmo Bio, established in 2000, is one of the earliest domestic companies engaged in genetically modified animal model business[43] - In customized model services, rapid and efficient model construction is achieved by optimizing CRISPR/Cas gene editing technology and ES cell targeting technology[43] - In standardized model services, over 14,000 self-developed standardized models have been developed, and over 1,200 humanized genetically modified model strains are owned, ranking among the top globally[43][44] - In phenotype analysis and pharmacodynamics evaluation, efficacy evaluation methods for most major human diseases are covered, providing comprehensive and systematic preclinical model animal-related services[44] - The company is a disease animal model R&D base under the Ministry of Science and Technology's "863" Program in biotechnology, and the Shanghai Model Animal Engineering Technology Research Center, ranking among the top in domestic revenue scale[44] II. Discussion and Analysis of Operations In the first half of 2025, the company achieved CNY 195.76 million in operating revenue, a 10.69% increase, with net profit turning profitable, driven by scientific innovation and market expansion. - In the first half of 2025, operating revenue was CNY 195.76 million, a year-on-year increase of 10.69%[45] - Net profit attributable to owners of the parent company was CNY 18.17 million, and net profit attributable to owners of the parent company after deducting non-recurring gains and losses was CNY 5.91 million, both achieving profitability[45] Main Business Revenue (Unit: CNY million) | Business Segment | H1 2025 | H1 2024 | YoY Change (%) | | :--- | :--- | :--- | :--- | | Customized Models | 18.29 | 16.81 | 8.84 | | Standardized Models | 94.62 | 71.43 | 32.47 | | Model Breeding | 38.17 | 45.04 | -15.26 | | Efficacy Evaluation and Phenotype Analysis | 21.62 | 24.65 | -12.29 | | Rearing Services | 17.89 | 14.57 | 22.76 | | Other Model Organism Technical Services | 3.40 | 3.02 | 12.59 | | Total Main Business Revenue | 193.99 | 175.52 | 10.53 | (I) Adhering to Scientific Innovation The company continuously focuses on market demand, developing over 22,000 models, including 1,200 humanized models for hot targets, and launched the proprietary SmocMab strain. - Cumulatively developed and constructed over 22,000 models, including over 14,000 self-developed standardized models and over 8,600 customized models[46] - Possesses 1,200 humanized models for hot targets like PD-1 and GLP-1R, and has developed dual and multi-humanized target models[46] - Launched the proprietary humanized antibody transgenic mouse SmocMab strain, capable of efficiently producing fully human antibodies against antigens[47] - Established a comprehensive fully human antibody discovery technology workflow system, providing end-to-end services from in vivo target validation to antibody drug molecule discovery[47] (II) Focusing on Core Business The company's main business revenue grew steadily by 10.53% year-on-year, driven by biopharmaceutical industry recovery and robust demand from research clients, with significant growth in standardized models and rearing services. - Total main business revenue was CNY 193.99 million, a year-on-year increase of 10.53%[53] - Industrial client revenue increased by approximately 17% year-on-year, while research client revenue showed a slight increase[50] - Standardized model revenue was CNY 94.62 million, a year-on-year increase of 32.47%, mainly due to a rich model resource library[50] - Model breeding revenue was CNY 38.17 million, a year-on-year decrease of 15.26%, affected by new animal facilities in research institutions and market competition[50] (III) Advancing Capacity Layout The company operates nine production and R&D bases with approximately 140,000 cage positions, and its headquarters expansion project is underway to enhance capacity and profitability by 2028. - As of the end of the reporting period, the company has nine production and R&D bases with a total capacity of approximately 140,000 cage positions, located in Shanghai, Guangdong, and Beijing, with a subsidiary in the United States[51] - Construction on the Hubo Road headquarters expansion project has officially commenced, with an estimated operational date in 2028[51] - The expansion project aims to enlarge production and R&D scale, reduce production costs, and enhance profitability[51] (IV) Expanding Key Markets The company actively expands domestic and international markets through various promotional activities, with overseas business accounting for 13.44% of revenue, and is strengthening its overseas presence. - Revenue split between research clients and industrial clients is approximately 6:4[52] - Overseas business revenue accounts for approximately 13.44%[53] - Actively promoting the humanized antibody transgenic mouse SmocMab strain, which has successfully secured overseas orders[53] - Increasing market expansion efforts in biopharmaceutical developed regions such as Boston and the State of California, and expanding the overseas BD team[53] (V) Strengthening Informatization Construction The company is enhancing its informatization platform, with a completed strain management system integrated with its website and CRM, and a cage management system under R&D to improve operational efficiency. - The independently developed strain management system has completed its overall architecture, covering five core modules: strain management, genetic data, cross-platform synchronization, document management, and user permissions[55] - The strain management system has been integrated with the company's official website and CRM system, enabling internal data flow and multi-platform synchronization of strain data[55] - Actively advancing the independent R&D of a cage management system, which will integrate core modules such as animal facility management, project management, client management, order management, and organizational structure[55] (VI) Work Plan for the Second Half of the Year For the second half of the year, the company plans to intensify market expansion, enhance project efficiency, strengthen cost control and informatization, optimize cage layout, and refine talent incentives. - Continuously intensify market expansion, improve project completion efficiency and model validation efficiency, and sustain revenue growth[56] - Strengthen cost control and informatization, adjust cage layout, and enhance management efficiency and cage utilization[56] - Improve talent incentive mechanisms, stimulate team enthusiasm, and enhance the company's profitability[56] III. Analysis of Core Competencies During the Reporting Period The company's core competencies include a multidisciplinary talent team, four core technologies, a mature R&D system, large-scale SPF facility operation, and a high-quality client base, supporting its leading position in genetically modified animal models. - Multidisciplinary professional talent team: Chairman Fei Jian is a State Council special allowance expert, core technical personnel are highly experienced, the R&D team is highly educated and multidisciplinary, with 114 R&D personnel, of whom 91.23% hold a bachelor's degree or higher[57][58] - Four core technologies: Possesses four core technologies, including "CRISPR/Cas system-based gene editing technology," "ES cell targeting technology," "assisted reproductive technology," and "gene expression regulation technology," along with six technological reserves[60][61] - Mature R&D system: Established a comprehensive R&D system for genetically modified mouse, rat, and nematode models, possessing over 14,000 self-developed standardized models and numerous humanized drug target models, with some models reaching international leading levels[63] - Large-scale SPF barrier facility operation and maintenance capabilities: Animal facilities are internationally AAALAC accredited, featuring an advanced "mouse hospital," covering East China, South China, and North China regions, with a total of approximately 140,000 cage positions[65] - High-quality, high-retention client base: Established long-term cooperative relationships with renowned research institutions and industrial clients such as Chinese Academy of Sciences, Fudan University, Ruijin Hospital, BeiGene, and Innovent Biologics, serving over 820 research clients and over 590 industrial clients during the reporting period[66][67] (III) Core Technologies and R&D Progress The company's core technologies, including CRISPR/Cas gene editing and ES cell targeting, remained stable, while R&D projects advanced, resulting in 30 invention patents and continued growth in R&D investment and personnel. - Core technologies include CRISPR/Cas system-based gene editing technology, ES cell targeting technology, gene expression regulation technology, and assisted reproductive technology[69][71][72][74] - Major R&D projects are progressing smoothly, such as the drug target gene knockout model resource library and humanized drug target genetically modified animal model resource library construction (Phase II), all at a domestically leading level[75][76] - As of June 30, 2025, the company holds 30 domestic and international invention patents[77] R&D Investment Table (Unit: CNY) | Indicator | Current Period Amount | Same Period Last Year Amount | Change (%) | | :--- | :--- | :--- | :--- | | Expensed R&D Investment | 41,588,634.82 | 38,804,681.16 | 7.17 | | Total R&D Investment | 41,588,634.82 | 38,804,681.16 | 7.17 | | Total R&D Investment as % of Operating Revenue (%) | 21.24 | 21.94 | Decreased by 0.7 percentage points | - R&D personnel number 114, accounting for 15.22% of total employees; 104 hold bachelor's degrees or above, accounting for 91.23%; 58 hold master's or doctoral degrees, accounting for 50.88%[82] IV. Risk Factors The company faces multiple risks, including core competency, operational, financial, industry, macroeconomic, and actual controller instability risks. - Core competency risks: Gene editing general technology upgrades and iterations, the company's inability to adapt to market demand in a timely manner, and R&D personnel turnover[84][85][86] - Operational risks: Intensified market competition (domestic and international competitors), potential penalties for improper laboratory animal management, primary operating premises being leased, and internal control system facing challenges[87][88][89][90] - Financial risks: Accounts receivable bad debt risk (period-end balance of CNY 158.98 million, accounting for 81.21% of operating revenue), gross margin fluctuation risk, and risks related to changes in tax incentives and government subsidy policies[91][92][93] - Industry risks: Stricter industry regulatory policies, changes in downstream industry demand (slowing development of life science and biopharmaceutical industries, companies reducing expenditures)[94][95] - Macroeconomic risks: Slowing global economic situation and intensifying international trade frictions may affect overseas business revenue[96] - Other significant risks: After the termination of the actual controller's concerted action agreement, there are risk factors affecting the instability of the actual controller[98] V. Main Operating Performance During the Reporting Period During the reporting period, the company's operating revenue increased by 10.69%, while operating costs slightly decreased, administrative and financial expenses dropped, and R&D expenses grew, leading to a significant increase in net cash flow from operating activities. Analysis of Changes in Financial Statement Items | Item | Current Period Amount (CNY) | Same Period Last Year Amount (CNY) | Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 195,763,143.74 | 176,851,264.77 | 10.69 | Recovery of biopharmaceutical industry, industrial client revenue grew by 17%, research client revenue grew steadily | | Operating Cost | 93,757,494.70 | 98,814,037.62 | -5.12 | Strengthened cost control, reduced costs and increased efficiency | | Selling Expenses | 29,477,290.08 | 30,150,216.02 | -2.23 | No significant change | | Administrative Expenses | 16,607,278.94 | 24,660,099.43 | -32.66 | Adjustment of share-based payment expenses | | Financial Expenses | 1,166,240.75 | 1,392,954.45 | -16.28 | Decreased interest expenses, increased interest income, increased exchange losses | | R&D Expenses | 41,588,634.82 | 38,804,681.16 | 7.17 | Increased R&D efforts in efficacy evaluation and phenotype analysis business | | Net Cash Flow from Operating Activities | 3,672,603.58 | -8,003,474.17 | Not applicable | Strengthened accounts receivable management, increased government subsidies, optimized procurement | | Net Cash Flow from Investing Activities | -12,585,218.53 | 54,464,305.17 | Not applicable | Purchase of wealth management products | | Net Cash Flow from Financing Activities | -8,796,267.42 | -36,329,161.44 | Not applicable | No cash paid for share repurchases in this reporting period | (III) Analysis of Assets and Liabilities As of the end of the reporting period, total assets slightly decreased, net assets attributable to shareholders slightly increased, while accounts receivable and inventory rose, and right-of-use assets and lease liabilities declined. Assets and Liabilities (Unit: CNY) | Item Name | Current Period End Amount | % of Total Assets at Current Period End | Prior Year End Amount | % of Total Assets at Prior Year End | Change from Prior Year End (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 183,237,020.50 | 9.60 | 200,731,445.41 | 10.40 | -8.72 | | Financial Assets Held for Trading | 823,187,204.09 | 43.12 | 810,361,574.62 | 42.00 | 1.58 | | Accounts Receivable | 127,503,903.91 | 6.68 | 112,118,916.27 | 5.81 | 13.72 | | Inventories | 15,419,869.61 | 0.81 | 12,669,784.69 | 0.66 | 21.71 | | Right-of-Use Assets | 52,852,215.09 | 2.77 | 66,964,977.12 | 3.47 | -21.07 | | Employee Benefits Payable | 21,696,867.77 | 1.14 | 28,165,870.50 | 1.46 | -22.97 | | Lease Liabilities | 42,610,592.72 | 2.23 | 52,746,162.20 | 2.73 | -19.22 | - Overseas assets amounted to CNY 31,520,643.73, accounting for 1.65% of total assets[106] (IV) Analysis of Investment Status During the reporting period, the company's total external equity investment was CNY 2 million, a 75.27% decrease, while financial assets measured at fair value had a period-end balance of CNY 823.19 million, with significant purchases and redemptions. Total External Equity Investment (Unit: CNY) | Investment Amount in Reporting Period (CNY) | Investment Amount in Same Period Last Year (CNY) | Change (%) | | :--- | :--- | :--- | | 2,000,000.00 | 8,088,850.00 | -75.27% | Financial Assets Measured at Fair Value (Unit: CNY) | Asset Category | Beginning Balance | Fair Value Change Gains/Losses for Current Period | Current Period Purchase Amount | Current Period Sale/Redemption Amount | Ending Balance | | :--- | :--- | :--- | :--- | :--- | :--- | | Others (Wealth Management Products) | 810,361,574.62 | 8,610,993.10 | 1,515,000,000.00 | 1,510,785,363.63 | 823,187,204.09 | - Participated in investing in Shanghai Haiwang Medical Health Industry Private Equity Fund Partnership (Limited Partnership), with an equity contribution ratio of 40% at period-end[114] - Participated in investing in Ningbo Yongxin Kangjun Venture Capital Partnership (Limited Partnership), with an equity contribution ratio of 30% at period-end[114] (VI) Analysis of Major Holding and Participating Companies The company's major holding subsidiaries include Shanghai Dishi Property Management, Shanghai Dishi Biotechnology, Guangdong Nanmo Biotechnology, Shanghai Model Organisms Center (USA) LLC, and Shanghai Zhongyingjian Health Technology, with some achieving profitability and others incurring losses. Financial Information of Major Holding Subsidiaries (Unit: CNY) | Company Name | Registered Capital | Total Assets | Net Assets | Operating Revenue | Operating Profit | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Shanghai Dishi Property Management Co., Ltd. | 500,000 | 485,863.47 | 427,575.61 | 3,396,629.92 | -270,367.62 | -270,367.62 | | Shanghai Dishi Biotechnology Co., Ltd. | 10,000,000 | 129,999,081.68 | 42,586,875.52 | 72,595,226.23 | 20,869,842.09 | 18,555,238.33 | | Guangdong Nanmo Biotechnology Co., Ltd. | 10,000,000 | 21,023,858.40 | 5,601,697.47 | 8,452,748.23 | 2,488,074.82 | 2,488,074.82 | | Shanghai Model Organisms Center (USA) LLC | 8,000,000 USD | 31,520,643.73 | 12,910,512.21 | 5,008,025.06 | -7,292,282.52 | -7,292,282.52 | | Shanghai Zhongyingjian Health Technology Co., Ltd. | 243,752,858 RMB | 218,321,469.74 | 145,808,454.42 | 9,158,401.99 | -4,799,425.10 | -4,799,525.10 | Corporate Governance, Environment and Society I. Changes in Company Directors, Supervisors, Senior Management, and Core Technical Personnel During the reporting period, the third board of directors' term expired, and re-election was postponed, with existing personnel continuing their duties, while core technical personnel criteria were defined. - The term of the third board of directors expired, but the re-election was postponed, and existing directors and senior management continue to perform their duties[120] - Core technical personnel identification criteria: Holding important positions in core technology R&D, rich R&D experience, possessing intellectual property or published articles, participating in significant ongoing R&D projects, holding a doctoral degree or extensive research management experience[121] II. Profit Distribution or Capital Reserve Conversion Plan During the reporting period, the company did not formulate a semi-annual profit distribution or capital reserve to share capital conversion plan. - Distribution or conversion: No[122] - Number of bonus shares, dividends, and conversion shares per 10 shares: Not applicable[122] III. Status and Impact of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company approved the 2025 Restricted Stock Incentive Plan in January, granted restricted shares in April, and cancelled certain unvested restricted shares from the 2022 plan. - On January 23, 2025, the board of directors approved the "2025 Restricted Stock Incentive Plan (Draft)" and its summary[123] - On April 8, 2025, the board of directors approved the "Proposal on the Initial Grant of Restricted Shares to Incentive Recipients"[124] - The company plans to cancel 353,900 restricted shares granted but not yet vested to some incentive recipients under the 2022 Restricted Stock Incentive Plan[124] IV. Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law The company and its holding subsidiaries are not classified as key pollutant-discharging entities by environmental protection authorities. - The company and its holding subsidiaries are not classified as key pollutant-discharging entities by environmental protection authorities[126] Significant Matters I. Fulfillment of Commitments The company's actual controller, controlling shareholder, directors, supervisors, senior management, and core technical personnel have strictly fulfilled all commitments related to the initial public offering. - Actual controller and Chairman Fei Jian committed to share lock-up, shareholding, and reduction intentions, not to transfer pre-IPO shares within 42 months from the listing date, and to reduce shares at a price no lower than the offering price within two years after the lock-up period expires[131][132] - Controlling shareholder Dishi Consulting committed to share lock-up, shareholding, and reduction intentions, not to transfer pre-IPO shares within 36 months from the listing date, and to reduce shares at a price no lower than the offering price within two years after the lock-up period expires[137][139] - The company, controlling shareholder, actual controller, and directors, supervisors, and senior management all committed that the prospectus and other information disclosure materials are true, accurate, and complete, without false records, misleading statements, or major omissions[149][151][152] - The company, controlling shareholder, and actual controller committed that there are no circumstances of fraudulent issuance and listing, and will initiate share repurchase procedures if such circumstances occur[154] - Controlling shareholder and actual controller committed to avoid horizontal competition[163][164] - Commitments related to equity incentives: The company will not provide financial assistance to incentive recipients, and incentive recipients commit to return all benefits if information disclosure documents contain false records[171][172] II. Non-operating Fund Occupation by Controlling Shareholder and Other Related Parties During the Reporting Period During the reporting period, there was no non-operating fund occupation by the controlling shareholder or other related parties. - No non-operating fund occupation by the controlling shareholder or other related parties[8] III. Illegal Guarantees During the reporting period, the company did not provide external guarantees in violation of prescribed decision-making procedures. - No external guarantees provided in violation of prescribed decision-making procedures[10] IV. Semi-Annual Report Audit Status This semi-annual report has not been audited. - This semi-annual report has not been audited[6] VII. Significant Litigation and Arbitration Matters During the reporting period, the company had no significant litigation or arbitration matters. - The company had no significant litigation or arbitration matters in this reporting period[46] X. Significant Related-Party Transactions During the reporting period, the company engaged in significant related-party transactions involving joint external investments in private equity funds, aiming to enhance industrial synergy. - The company participated in investing in Shanghai Haiwang Medical Health Industry Private Equity Fund Partnership, with a subscribed capital contribution of CNY 65 million and an equity ratio of 7.83%, and has completed industrial and commercial changes[175] - The company participated in investing in Ningbo Yongxin Kangjun Venture Capital Partnership, with a subscribed capital contribution of CNY 20 million and an equity ratio of 2.06%, and has completed industrial and commercial changes[176] XI. Significant Contracts and Their Fulfillment During the reporting period, the company had significant leasing matters, primarily for office premises and animal laboratories in Pudong New Area, Shanghai, with the leased assets involving the semi-annual rental amount for 2025. - The company leases Building 2, 2-4th Floor, No. 178 Banxia Road, Pudong New Area, Shanghai, with a semi-annual rent of CNY 3.66 million[178] - The company leases the B1 floor animal laboratory at No. 4218 Jinke Road, Pudong New Area, Shanghai, with a semi-annual rent of CNY 6.07 million[178] Share Changes and Shareholder Information I. Changes in Share Capital During the reporting period, restricted shares decreased by 28,575,000, while unrestricted tradable shares increased by the same amount, with total share capital remaining unchanged due to the listing of restricted shares from the initial public offering. - Restricted shares decreased by 28,575,000 shares, becoming 0 shares[192] - Unrestricted tradable shares increased by 28,575,000 shares, becoming 77,963,513 shares[192] - Total share capital of 77,963,513 shares remained unchanged[192] - Reason for change: On June 30, 2025, 28,575,000 restricted shares from the company's initial public offering became tradable[194] II. Shareholder Information As of the end of the reporting period, the company had 10,900 shareholders, with Shanghai Dishi Enterprise Management Consulting Co., Ltd. as the largest shareholder, and some top ten shareholders experiencing changes in holdings. - Total number of shareholders: 10,900[197] Top Ten Shareholders' Holdings (Excluding Shares Lent via Securities Refinancing) | Shareholder Name | Number of Shares Held at Period End | Proportion (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Shanghai Dishi Enterprise Management Consulting Co., Ltd. | 27,771,000 | 35.62 | Domestic Non-State-Owned Legal Person | | Shanghai Science and Technology Venture Capital Co., Ltd. | 10,760,733 | 13.80 | State-Owned Legal Person | | Shenzhen Qianhai Hairun Rongfeng Investment Partnership (Limited Partnership) | 4,650,318 | 5.96 | Other | | Kangjun Investment Management (Beijing) Co., Ltd. - Beijing Kangjun Ningyuan Equity Investment Partnership (Limited Partnership) | 3,808,110 | 4.88 | Other | | Shanghai Pudong Emerging Industry Investment Co., Ltd. | 2,160,000 | 2.77 | State-Owned Legal Person | | Shanghai Hengsai Qingxi Venture Capital Center (Limited Partnership) | 1,851,632 | 2.37 | Other | | Shanghai Zhangjiang Collective Asset Investment and Management Co., Ltd. | 1,782,000 | 2.29 | Domestic Non-State-Owned Legal Person | | Industrial and Commercial Bank of China Co., Ltd. - Rongtong Health Industry Flexible Allocation Mixed Securities Investment Fund | 800,000 | 1.03 | Other | | Shanghai Puyue Enterprise Management Consulting Partnership (Limited Partnership) | 454,000 | 0.58 | Other | | MORGAN STANLEY & CO. INTERNATIONAL PLC. | 362,781 | 0.47 | Overseas Legal Person | - Dishi Consulting, Puyue Consulting, and Dijun Consulting have related-party relationships[201] III. Information on Directors, Supervisors, Senior Management, and Core Technical Personnel During the reporting period, key personnel, including the Director, General Manager, and Board Secretary, were granted Class II restricted shares, totaling 319,000 shares at period-end. Class II Restricted Stock Grant Status (Unit: 10,000 shares) | Name | Position | Number of Restricted Shares Granted at Beginning of Period | Number of Restricted Shares Newly Granted in Reporting Period | Number of Restricted Shares Granted at Period End | | :--- | :--- | :--- | :--- | :--- | | Wang Mingjun | Director, General Manager, Acting CFO | 5.6 | 5 | 10.6 | | Sun Ruilin | Deputy General Manager, Core Technical Personnel | 2.4 | 5 | 7.4 | | Feng Dongxiao | Deputy General Manager, Core Technical Personnel | 2 | 4 | 6 | | Liu Wen | Board Secretary | 1.2 | 3 | 4.2 | | Wang Jinjin | Core Technical Personnel | 1.2 | 2.5 | 3.7 | | Total | / | 12.4 | 19.5 | 31.9 | Bond-Related Information I. Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments During the reporting period, the company had no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments. - The company has no corporate bonds (including enterprise bonds) or non-financial enterprise debt financing instruments[207] II. Convertible Corporate Bonds During the reporting period, the company had no convertible corporate bonds. - The company has no convertible corporate bonds[207] Financial Report I. Audit Report This semi-annual report has not been audited. - This semi-annual report has not been audited[6] II. Financial Statements This section presents the company's consolidated and parent company financial statements for the first half of 2025, reflecting its financial position, operating results, and cash flows. Consolidated Balance Sheet (June 30, 2025 vs. December 31, 2024) | Item | June 30, 2025 (CNY) | December 31, 2024 (CNY) | | :--- | :--- | :--- | | Total Current Assets | 1,161,601,579.59 | 1,148,284,749.04 | | Total Non-current Assets | 747,320,973.90 | 781,071,785.03 | | Total Assets | 1,908,922,553.49 | 1,929,356,534.07 | | Total Current Liabilities | 155,336,481.92 | 175,177,294.83 | | Total Non-current Liabilities | 61,821,139.11 | 71,178,718.74 | | Total Liabilities | 217,157,621.03 | 246,356,013.57 | | Total Owners' Equity | 1,691,764,932.46 | 1,683,000,520.50 | Consolidated Income Statement (January-June 2025 vs. January-June 2024) | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Total Operating Revenue | 195,763,143.74 | 176,851,264.77 | | Total Operating Costs | 183,919,911.50 | 195,649,343.42 | | Total Profit | 17,574,805.98 | -13,127,472.74 | | Net Profit | 18,167,375.00 | -9,143,573.22 | | Net Profit Attributable to Shareholders of Parent Company | 18,167,375.00 | -9,143,573.22 | | Basic Earnings Per Share (CNY/share) | 0.23 | -0.12 | Consolidated Cash Flow Statement (January-June 2025 vs. January-June 2024) | Item | H1 2025 (CNY) | H1 2024 (CNY) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 3,672,603.58 | -8,003,474.17 | | Net Cash Flow from Investing Activities | -12,585,218.53 | 54,464,305.17 | | Net Cash Flow from Financing Activities | -8,796,267.42 | -36,329,161.44 | | Net Increase in Cash and Cash Equivalents | -17,934,773.60 | 10,164,490.62 | III. Company Basic Information Shanghai Southern Model Organisms Technology Co., Ltd., established in 2016 and listed in 2021, has a registered capital of CNY 77,963,513.00, specializes in genetically modified model services, and operates within the life science industry. - The company was registered on June 27, 2016, and listed on the Shanghai Stock Exchange on December 28, 2021[238] - The company's registered capital is CNY 77,963,513.00, and its total share capital is 77,963,513 shares[238] - The main business is genetically modified model services, belonging to the life science industry[239] IV. Basis of Financial Statement Preparation The company's financial statements are prepared on a going concern basis, adhering to accounting standards and regulatory disclosure requirements, to accurately reflect its financial position and performance. - Financial statements are prepared on a going concern basis, in accordance with Accounting Standards for Business Enterprises and CSRC information disclosure regulations[241] - No events or circumstances exist that would cast significant doubt on the going concern assumption for the 12 months from the end of the reporting period[242] V. Significant Accounting Policies and Estimates This section details the company's significant accounting policies and estimates for financial statement preparation, covering business combinations, financial instruments, revenue recognition, government grants, and leases, ensuring accuracy and comparability. - Adheres to Accounting Standards for Business Enterprises, accurately and completely reflecting financial position[244] - Details accounting treatment methods for business combinations under common control and non-common control[249][250] - Classification, recognition, measurement, and impairment treatment methods for financial instruments[263][273] - Revenue recognition principle: Control transfer as the point of revenue recognition, distinguishing between performance obligations fulfilled over time and at a point in time[333][334] - Government grants are classified as asset-related and income-related, with clear recognition points and accounting treatment methods[339][340][341] VI. Taxation The company's main taxes include VAT, Urban Maintenance and Construction Tax, and Enterprise Income Tax, with preferential rates for high-tech enterprises and small/micro-profit entities, and VAT exemption for mouse sales. Major Taxes and Tax Rates | Tax Type | Tax Rate | | :--- | :--- | | Value-Added Tax | 3%, 6%, 13% | | Urban Maintenance and Construction Tax | 7%, 5% | | Enterprise Income Tax | 15%, 25% | | Property Tax | 1.2%, 12% | | Education Surcharge | 3% | | Local Education Surcharge | 2% | - The company and Shanghai Dishi Biotechnology Co., Ltd. enjoy a 15% preferential Enterprise Income Tax rate as high-tech enterprises[359] - Shanghai Dishi Property Management Co., Ltd. and Guangdong Nanmo Biotechnology Co., Ltd. qualify for small and micro-profit enterprise income tax preferential policies[359] - Mouse sales qualify for Value-Added Tax exemption as self-produced agricultural products sold by agricultural producers[360] VII. Notes to Consolidated Financial Statement Items This section details the period-end balances, beginning balances, and current period changes for all consolidated financial statement items, including assets, liabilities, equity, income, and expenses. - Cash and cash equivalents period-end balance was CNY 183,237,020.50, of which overseas funds amounted to CNY 2,967,036.11[361] - Financial assets held for trading period-end balance was CNY 823,187,204.09, primarily wealth management products[364] - Accounts receivable period-end balance was CNY 127,503,903.91, with a bad debt provision of CNY 31,478,414.62[371] - Inventory period-end book value was CNY 15,419,869.61, with an inventory impairment provision of CNY 1,965,562.15[392] - Fixed assets period-end book value was CNY 250,427,389.75[402] - Capital reserves period-end balance was CNY 1,555,971,728.51, with CNY 10,553,223.45 reversed and CNY 1,213,175.00 recognized due to equity incentives in the current period[442][444] - Operating revenue was CNY 195,763,143.74, and operating cost was CNY 93,757,494.70[453] - R&D expenses were CNY 41,588,634.82, a year-on-year increase of 7.17%[458] VIII. R&D Expenses During the reporting period, the company's total expensed R&D investment was CNY 41,588,634.82, a 7.17% increase, primarily comprising employee compensation, direct materials, and rent. R&D Expenses by Nature of Expense (Unit: CNY) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Employee Compensation | 15,986,525.75 | 15,015,070.56 | | Direct Materials | 11,458,979.41 | 8,837,618.90 | | Outsourced Development Fees | 8,259.43 | 1,240,758.15 | | Rent and Property Fees | 3,252,532.24 | 3,324,761.18 | | Testing and Processing Fees | 2,871,981.47 | 2,181,239.87 | | Depreciation and Amortization | 4,628,816.63 | 5,183,504.50 | | Energy Costs | 2,300,395.58 | 2,454,642.66 | | Other Expenses | 1,081,144.31 | 567,085.34 | | Total | 41,588,634.82 | 38,804,681.16 | | Of which: Expensed R&D Investment | 41,588,634.82 | 38,804,681.16 | | Capitalized R&D Investment | | | IX. Changes in Consolidation Scope During the reporting period, the company experienced no changes in its consolidation scope due to business combinations, reverse acquisitions, or disposals of subsidiaries. - No business combinations not under common control during the reporting period[485] - No business combinations under common control during the reporting period[485] - No reverse acquisitions during the reporting period[485] - No disposals of subsidiaries leading to loss of control during the reporting period[486] - No other changes in the scope of consolidation during the reporting period[486] X. Interests in Other Entities The company owns several wholly-owned subsidiaries, including Shanghai Dishi Property Management, Shanghai Dishi Biotechnology, Guangdong Nanmo Biotechnology, Shanghai Model Organisms Center (USA) LLC, and Shanghai Zhongyingjian Health Technology. Composition of the Enterprise Group | Subsidiary Name | Shareholding (%) | | :--- | :--- | | Shanghai Dishi Property Management Co., Ltd. | 100.00 | | Shanghai Dishi Biotechnology Co., Ltd. | 100.00 | | Guangdong Nanmo Biotechnology Co., Ltd. | 100.00 | | Shanghai Model Organisms Center (USA) LLC | 100.00 | | Shanghai Zhongyingjian Health Technology Co., Ltd. | 100.00 | XI. Government Grants During the reporting period, the period-end balance of government grants recognized in deferred income was CNY 18,098,817.01, with new grants of CNY 4,252,300.00 and CNY 3,071,966.94 transferred to other income. Liability Items Involving Government Grants (Unit: CNY) | Financial Statement Item | Beginning Balance | New Grant Amount for Current Period | Transferred to Other Income in Current Period | Ending Balance | Asset/Income Related | | :--- | :--- | :--- | :--- | :--- | :--- | | Deferred Income | 16,918,483.95 | 4,252,300.00 | 3,071,966.94 | 18,098,817.01 | / | - Total government grants recognized in current profit or loss amounted to CNY 4,368,522.94[491] XII. Risks Related to Financial Instruments The company faces credit, market (foreign exchange, interest rate, other price), and liquidity risks, managed through a board-planned risk management framework, policies, and oversight. - The company faces credit risk, market risk (foreign exchange risk, interest rate risk, other price risks), and liquidity risk[491] - The board of directors is responsible for planning the risk management framework, formulating policies, and overseeing their implementation[491] - Market risks: Exchange rate risk (USD, HKD denominated assets and liabilities), interest rate risk (no bank borrowings as of December 31, 2024), other price risks (no equity investments in other listed companies)[492][493] - Credit risk: Primarily arises from bank deposits and accounts receivable, controlled by assessing debtor creditworthiness, setting credit limits, and regularly monitoring credit records[493] - Liquidity risk: The finance department ensures sufficient funds to repay debts by monitoring cash balances, marketable securities, and cash flow forecasts[497] - Capital management: Capital structure is monitored using the asset-liability ratio (11.38% as of June 30, 2025), maintaining an optimal capital structure to reduce capital costs[497] XIII. Disclosure of Fair Value The company's period-end assets measured at fair value include financial assets held for trading (Level 1) and other equity instrument investments (Level 3), with carrying amounts of non-fair value measured financial instruments closely approximating their fair values. Period-End Fair Value of Assets and Liabilities Measured at Fair Value (Unit: CNY) | Item | Level 1 Fair Value Measurement | Level 3 Fair Value Measurement | Total | | :--- | :--- | :--- | :--- | | Financial Assets Held for Trading (Wealth Management Products) | 823,187,204.09 | | 823,187,204.09 | | Other Equity Instrument Investments | | 59,006,335.29 | 59,006,335.29 | - Financial assets held for trading (wealth management products) are valued using the discounted cash flow model[501] - Other equity instrument investments use carrying cost as the best estimate of fair value[502] - The carrying amounts of financial assets and liabilities not measured at fair value are very close to their fair values[503] XIV. Related Parties and Related-Party Transactions The company's parent is Shanghai Dishi Enterprise Management Consulting Co., Ltd., with Fei Jian and Wang Mingjun as ultimate controlling parties, and engaged in related-party transactions including labor procurement, property leasing, and investment fund participation. - Parent company: Shanghai Dishi Enterprise Management Consulting Co., Ltd., with a shareholding ratio of 35.62%[507] - Ultimate controlling parties: Fei Jian, Wang Mingjun[505] Procurement of Goods/Acceptance of Services (Unit: CNY) | Related Party | Related Transaction Content | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | :--- | | Sun Jian | Labor Fees | 121,960.50 | 125,265.00 | - The company's subsidiary, Shanghai Zhongyingjian Health Technology Co., Ltd., signed a property lease contract with related parties Shanghai Jingchuang Shuyuan Biotechnology Co., Ltd. and Shanghai Chuangyuan Sihui Enterprise Consulting Service Partnership (Limited Partnership), with actual rent incurred of CNY 0 in the current period[512] - Key management personnel compensation amounted to CNY 3.09 million in the current period[515] XV. Share-Based Payment During the reporting period, the company granted 1.04 million restricted shares under the 2025 incentive plan, recognizing CNY 1,213,175.00 in equity-settled share-based payment expenses, while reversing CNY 10,553,223.45 from the 2022 plan due to unmet performance targets. - 1.04 million restricted shares were granted under the 2025 Restricted Stock Incentive Plan in the current period, totaling CNY 11.27 million[517] - The exercise price for the 2025 Restricted Stock Incentive Plan is CNY 12.87/share[518] - The cumulative amount of equity-settled share-based payment recognized in capital reserves was CNY 1,213,175.00[520] - Equity-settled share-based payment expenses for management and core technical personnel under the 2022 incentive plan amounted to CNY -10,553,223.45 (reversed)[521] - Equity-settled share-based payment expenses for management and core technical personnel under the 2025 incentive plan amounted to CNY 1,213,175.00[521] XVI. Commitments and Contingencies As of the balance sheet date, the company has external investment commitments in Yongxin Kangjun and Haiwang Medical funds, and commitments regarding the use of IPO proceeds, with no significant contingencies requiring disclosure. - Committed to invest in Yongxin Kangjun, with a subscribed capital contribution not exceeding CNY 20 million, of which CNY 6 million has been contributed[522] - Committed to invest in Shanghai Haiwang Medical Health Industry Private Equity Fund Partnership, with a subscribed capital contribution not exceeding CNY 65 million, of which CNY 26 million has been contributed[523] - Total committed investment for projects funded by initial public offering proceeds is CNY 400 million, with CNY 400 million actually invested[523] - The company has no significant contingencies requiring disclosure[524] XVII. Events After the Balance Sheet Date From the end of the reporting period to the financial report approval date, the company had no significant non-adjusting events, profit distribution, or sales returns. - No significant non-adjusting events[525] - No profit distribution[525] - No sales returns[525] XVIII. Other Significant Matters The company had no prior period accounting error corrections, significant debt restructurings, asset exchanges, annuity plans, or discontinued operations, and does not provide segment reporting due to operational complexities. - The company does not have segment reporting, primarily because of the wide variety of products, complex production processes, single product production spanning multiple departments, and centralized management of support departments such as sales, finance, human resources, and administration, making it impossible to allocate expenses and profits to specific products and segments[525] XIX. Notes to Major Items in Parent Company Financial Statements This section details the parent company's financial statement items, including accounts receivable, other receivables, long-term equity investments, operating revenue and costs, and investment income. Parent Company Accounts Receivable (Unit: CNY) | Age | Period-End Book Balance | Beginning Book Balance | | :--- | :--- | :--- | | Within 1 year (inclusive) | 114,663,628.47 | 94,239,987.70 | | 1 to 2 years | 19,163,193.98 | 17,134,204.24 | | 2 to 3 years | 8,929,454.95 | 8,300,785.83 | | Over 3 years | 11,827,284.33 | 6,913,551.78 | | Total | 154,583,561.73 | 126,588,529.55 | - Parent company accounts receivable period-end book value was CNY 127,361,586.94, with a bad debt provision of CNY 27,221,974.79[528] - Parent company other receivables period-end book balance was CNY 137,278,156.64, primarily temporary borrowings[540][542] - Parent company long-term equity investments period-end book value was CNY 472,370,813.14, primarily investments in subsidiaries[551][552] - Parent company operating revenue was CNY 127,043,467.92, and operating cost was CNY 67,718,877.57[556] - Parent company investment income was CNY 1,181,013.50[554] XX. Supplementary Information This section provides supplementary information, including a detailed statement of non-recurring gains and losses, return on net assets, and earnings per share. Detailed Statement of Non-recurring Gains and Losses (Unit: CNY) | Item | Amount | | :--- | :--- | | Gains and losses from disposal of non-current assets | -44,107.19 | | Government subsidies recognized in curre