奥浦迈: 国泰海通证券股份有限公司关于上海奥浦迈生物科技股份有限公司本次交易方案调整不构成重组方案重大调整的核查意见
Zheng Quan Zhi Xing·2025-09-03 16:19

Core Viewpoint - The adjustment of the transaction plan by Shanghai Aopumai Biotechnology Co., Ltd. does not constitute a significant change to the restructuring plan, as confirmed by the independent financial advisor [2][5]. Summary by Sections Transaction Plan Adjustment Details - The total amount of funds raised through the transaction has been reduced from 730 million yuan to 362.05 million yuan [3]. - The allocation of the raised funds has been modified, with the payment for cash consideration and taxes now accounting for a larger percentage of the total funds raised [3]. Fundraising Amount and Usage - The adjusted fundraising amount is 362.05 million yuan, with 1.48 million yuan allocated for intermediary fees, representing 4.08% of the total [3]. - The previous plan allocated 2 million yuan for intermediary fees, which was 2.74% of the total [3]. Confirmation of No Significant Adjustment - The adjustment does not involve changes to the transaction parties or the scope of the target assets, nor does it introduce new fundraising amounts, thus it is not considered a significant adjustment under relevant regulations [4][5]. - The criteria for determining significant adjustments to restructuring plans were referenced, confirming that the current adjustments fall within acceptable limits [4]. Decision-Making Process for the Adjustment - The adjustment was approved in the 13th meeting of the second board of directors and the 12th meeting of the second supervisory board, following prior review by the strategic committee and independent directors [5]. Independent Financial Advisor's Opinion - The independent financial advisor has verified that the transaction plan adjustment does not constitute a significant change according to the relevant regulations [5].