Core Viewpoint - 博瑞医药 has decided to terminate its plan for a private placement of A-shares, citing challenges such as declining performance, increased R&D investment, and financial pressure [1][2]. Financial Performance - The company has experienced a continuous decline in net profit for three and a half years, with net profits of 240 million, 203 million, and 189 million yuan from 2022 to 2024, representing year-on-year declines of 1.77%, 15.51%, and 6.57% respectively [2]. - In the first half of 2025, 博瑞医药 reported a revenue of 537 million yuan, a decrease of 18.28% year-on-year, and a net profit of 17.17 million yuan, down 83.85% year-on-year [2]. Financial Pressure - The company's cash reserves have been declining, with cash balances of 1.18 billion, 969 million, and 765 million yuan at the end of 2022, 2023, and 2024 respectively. As of June 30, 2025, cash reserves were 740 million yuan, with total liabilities of 2.798 billion yuan and a debt-to-asset ratio of 52% [3]. - Interest expenses have been increasing, with amounts of 23.71 million, 44.42 million, 52.43 million, and 29.03 million yuan recorded from 2022 to the first half of 2025, impacting profitability [3]. R&D Investment - 博瑞医药's R&D expenses have surged, with amounts of 207 million, 249 million, and 297 million yuan from 2022 to 2024, accounting for 20.35%, 21.08%, and 23.19% of revenue respectively. In the first half of 2025, R&D expenses reached 344 million yuan, a 144.07% increase year-on-year, representing 64.83% of revenue [4]. - The company is focusing on the development of innovative drugs, with 91.22% of R&D investment directed towards new drugs and inhalation formulations, showing a significant increase in investment for core product BGM0504 [4]. Financing and Future Plans - 博瑞医药 has completed three rounds of financing since its listing, raising 521 million, 465 million, and 227 million yuan in 2019, 2021, and 2022 respectively. The company also plans to list in Hong Kong to enhance its international strategy and financing capabilities [5].

Core Viewpoint - 博瑞生物医药（苏州）股份有限公司 has triggered conditional redemption terms for its convertible bonds due to stock price performance, but has decided not to exercise the early redemption option to protect investor interests [1] Group 1: Redemption Conditions - The company’s stock has met the condition of closing prices being at least 130% of the conversion price (45.16 CNY/share) for 15 out of 30 consecutive trading days from August 22 to September 11, 2025 [1] - The board of directors approved the decision not to redeem the "博瑞转债" early on September 11 [1] Group 2: Future Considerations - The company will not exercise the early redemption right for the next three months (from September 12 to December 11) even if the redemption conditions are met again [1] - No trading of "博瑞转债" has occurred by relevant parties within the six months prior to the satisfaction of the redemption conditions [1]

Core Opinion - The audit report for BrightGene (Suzhou) Co., Ltd. indicates that the financial statements for the year ending December 31, 2024, fairly represent the company's financial position and results of operations in accordance with accounting standards [2][3]. Financial Statements - The audit covered the consolidated and parent company balance sheets, income statements, cash flow statements, and changes in equity for the year 2024 [2]. - The financial statements are prepared based on the going concern assumption, indicating that the company is expected to continue its operations for the foreseeable future [17]. Key Audit Matters - Revenue recognition is identified as a key audit matter due to its significant impact on the consolidated financial statements and the complexity of the conditions for revenue recognition [3][4]. - The company recognizes sales revenue from domestic and export sales upon delivery and receipt of payment, ensuring that economic benefits are likely to flow [3]. - Technical income is recognized upon completion of contractual obligations, with specific criteria for contracts that include refund clauses [3][4]. - The assessment of accounts receivable and the adequacy of the allowance for bad debts are also considered key audit matters due to the significant amounts involved and the complexity of management's judgments [4][5]. Management Responsibilities - Management is responsible for preparing financial statements that fairly present the company's financial position and for maintaining effective internal controls to prevent material misstatements [6]. - The governance layer oversees the financial reporting process, ensuring compliance with relevant accounting standards [6]. Auditor Responsibilities - The auditor's goal is to obtain reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error [6][7]. - The auditor evaluates the appropriateness of accounting policies and estimates made by management, as well as the overall presentation of the financial statements [7][8]. Company Overview - BrightGene (Suzhou) Co., Ltd. was established on August 20, 2015, and has undergone several changes in its capital structure and ownership since its inception [9][10]. - The company specializes in the research and development of pharmaceutical products, including APIs and intermediates, and has a registered capital of approximately 61,000 USD [9][10].

Core Viewpoint - The legal opinion letter from Beijing Jingtian & Gongcheng Law Firm confirms that BrightGene Bio-Medical Technology (Suzhou) Co., Ltd. is authorized to issue A-shares to specific investors in 2024, ensuring compliance with relevant laws and regulations [3][8][10]. Group 1: Issuance and Approval - The board of directors has approved various proposals related to the issuance of A-shares, including feasibility analysis and usage of raised funds [6][7]. - The shareholders' meeting has authorized the board to handle matters related to the issuance of A-shares, extending the validity of related resolutions until May 20, 2026 [6][7]. - The issuance of A-shares is subject to approval from the Shanghai Stock Exchange and the China Securities Regulatory Commission [8]. Group 2: Company Qualifications - BrightGene is a legally established and effectively existing public company, possessing the qualifications to implement the issuance and listing of A-shares [8][10]. - The issuance of A-shares complies with the relevant conditions set forth in the Company Law and Securities Law, ensuring equal rights for all shares issued [8][10]. Group 3: Independence and Operations - The company operates independently from its controlling shareholders and actual controllers, with no reliance on them for business operations [12][14]. - BrightGene has established independent systems for research, procurement, production, and sales, ensuring operational autonomy [12][14]. Group 4: Shareholder Structure - As of June 30, 2025, the major shareholders include Mr. Yuan Jiandong and Ms. Zhong Weifang, who collectively control 38.53% of the company [15]. - The shareholding structure is legally valid, with no disputes regarding ownership [15][16]. Group 5: Financial and Asset Integrity - The company maintains an independent financial accounting system and has established strict financial management practices [13][14]. - BrightGene possesses complete ownership of its assets, including land, buildings, and intellectual property, with no disputes or potential conflicts [20][21].

证券日报网讯 8月11日晚间，博瑞医药发布公告称，公司于2025年8月8日收到上海证券交易所（简 称"上交所"）出具的《关于受理博瑞生物医药（苏州）股份有限公司科创板上市公司发行证券申请的通 知》（上证科审（再融资）[2025]92号）。上交所依据相关规定对公司报送的科创板上市公司发行证券 的募集说明书及相关申请文件进行了核对，认为该项申请文件齐备，符合法定形式，决定予以受理并依 法进行审核。公司本次向特定对象发行A股股票事项尚需通过上交所审核，并获得中国证券监督管理委 员会（简称"中国证监会"）作出同意注册的决定后方可实施。最终能否通过上交所审核，并获得中国证 监会同意注册的决定及其时间尚存在不确定性。 （文章来源：证券日报） ...

北京市竞天公诚律师事务所上海分所 关于 博瑞生物医药（苏州）股份有限公司 之 法律意见书 上海市徐汇区淮海中路 1010 号嘉华中心 45 层 邮编：200031 Suite 45/F, K.Wah Centre, 1010 Huaihai Road (M), Xuhui District, Shanghai 200031, China 电话/Tel: +86 21 5404 9930 传真/Fax: +86 21 5404 9931 网址/Website: http://www.jingtian.com 二〇二五年五月 北京市竞天公诚律师事务所上海分所 法律意见书 北京市竞天公诚律师事务所上海分所 关于博瑞生物医药（苏州）股份有限公司 致：博瑞生物医药（苏州）股份有限公司 北京市竞天公诚律师事务所上海分所（下称"本所"）受博瑞生物医药（苏 州）股份有限公司（下称"公司"）委托，就公司 2024 年年度股东大会（下称 "本次股东大会"）召集、召开、表决程序、出席会议人员资格和有效表决等所 涉及的法律事项出具本法律意见书（下称"本法律意见书"）。 本所根据《中华人民共和国公司法》《中华人民共和国证券法》《上市公 ...

博瑞生物医药（苏州）股份有限公司 审计报告 公证天业会计师事务所(特殊普通合伙) Gongzheng Tianye Certified Public Accountants, SGP 中国 . 江苏 . 无锡 Wuxi . Jiangsu . China | 总机：86（510）68798988 | Tel：86（510）68798988 | | --- | --- | | 传真：86（510）68567788 | Fax：86（510）68567788 | | 电子信箱：mail@gztycpa.cn | E-mail：mail@gztycpa.cn | | 审 计 报 告 | | 苏公 W2025A179 号 博瑞生物医药（苏州）股份有限公司全体股东： 一、审计意见 我们审计了博瑞生物医药（苏州）股份有限公司（以下简称"博瑞医药"） 财务报表，包括2024年12月31日的合并及母公司资产负债表，2024年度的合并及 母公司利润表、合并及母公司现金流量表、合并及母公司所有者权益变动表以及 相关财务报表附注。 我们认为，后附的财务报表在所有重大方面按照企业会计准则的规定编制， 公允反映了博瑞医药2024年12 ...

Core Viewpoint - The independent director of Borui Biopharmaceuticals (Suzhou) Co., Ltd. has reported on their performance during the 2024 term, emphasizing adherence to legal regulations and commitment to protecting the interests of the company and its shareholders, particularly minority shareholders [1][2]. Group 1: Independent Director's Basic Information - The independent director, Ruyi He, has a strong professional background, including roles at various prestigious institutions and currently serves as the Chief Scientist at Guotou Innovation Medical Health [1]. - Ruyi He maintains independence by not holding any other positions within the company or its major shareholders, ensuring objective judgment [1]. Group 2: Attendance and Participation - Throughout the term, the independent director attended all required meetings, including board meetings and special committees, demonstrating diligence and responsibility [2]. - The independent director voted in favor of all proposals during the meetings held in the reporting period [2]. Group 3: Communication and Company Support - The independent director maintained effective communication with the company's board and management, providing insights on strategic planning and industry trends [4]. - The company provided necessary materials and timely responses to inquiries, facilitating the independent director's responsibilities [4]. Group 4: Exercise of Independent Director Powers - During the 2024 term, the independent director did not exercise specific powers such as proposing the hiring of external consultants or calling for extraordinary shareholder meetings [4]. Group 5: Focus on Key Issues - The independent director reviewed related party transactions, confirming their compliance with the company's operational needs and fairness to all shareholders [5]. - The independent director participated in the nomination and review of candidates for the board, ensuring thorough evaluation of qualifications [6]. Group 6: Overall Evaluation and Recommendations - The independent director's contributions were noted as significant in protecting the interests of all shareholders, particularly minority shareholders, and promoting sustainable company development [6].