此次股东会原定审议多项议案，但公司董事会于2026年2月14日发布公告，取消了部分议案。针对本次 审议的调整募投项目内部投资结构议案，公司已按规定在会议召开前披露了相关会议资料。法律意见书 确认，本次股东会的召集人资格、出席人员资格、表决程序及结果均合法有效。 中访网数据 益方生物科技（上海）股份有限公司于2026年2月26日召开2026年第一次临时股东会，审议 并通过了《关于调整部分募集资金投资项目内部投资结构的议案》。根据君合律师事务所出具的法律意 见书，本次会议的召集、召开程序及表决结果均符合相关法律法规和公司章程规定，决议合法有效。 本次股东会以现场投票与网络投票相结合的方式进行。出席会议的股东及代理人共代表股份218,902,289 股，占公司总股本的37.8495%。其中，参与现场会议的股东代表股份175,755,934股，通过网络投票的 股东代表股份43,146,355股。议案最终以99.7263%的赞成率高票通过，反对票和弃权票占比分别为 0.2689%和0.0048%。公司对中小投资者的表决进行了单独计票。 ...

Core Viewpoint - Yifang Biotechnology has submitted an application for a mainboard listing on the Hong Kong Stock Exchange, amid a wave of License-out deals in the domestic innovative drug sector, but faces significant challenges including ongoing losses, business model risks, and governance concerns [1][7]. Business Model and Financial Performance - Yifang Biotechnology relies heavily on the License-out model, with its two marketed products, Beifuzi and Goresir, exclusively licensed to leading companies, BeiGene and Zhenhua Tianqing [2][8]. - Revenue figures show that from 2023 to the first three quarters of 2025, the company generated revenues of CNY 186 million, CNY 169 million, and CNY 30.89 million, all from licensing agreements [2][8]. - In 2023, over 96% of revenue came from a CNY 180 million milestone payment for Beifuzi, while in 2024, the focus shifted to a CNY 151 million milestone payment for Goresir [2][8]. - Despite these revenues, the company has not achieved profitability, reporting net losses of CNY 284 million, CNY 240 million, and CNY 181 million for 2023, 2024, and the first three quarters of 2025, respectively [2][8]. Accounts Receivable Issues - A significant issue arose when BeiGene delayed a CNY 180 million milestone payment for Beifuzi, leading to a nearly two-year overdue situation [3][9]. - Although the revenue was recognized in 2023, cash flow was delayed, resulting in a CNY 18 million bad debt provision in 2024 [3][9]. Financial Position and Fundraising - As of September 30, 2025, Yifang Biotechnology had CNY 670 million in cash and cash equivalents, CNY 700 million in time deposits, and CNY 153 million in financial assets, totaling CNY 1.523 billion in liquid assets [4][10]. - The company has CNY 1 billion of unutilized funds from its previous fundraising round and has invested CNY 761 million in cash management [4][10]. - Despite a strong cash position, the rationale for seeking additional fundraising is questioned [4][10]. Governance and Shareholding Structure - The company's governance structure is under scrutiny, with a trend of shareholding dilution following the expiration of a joint action agreement among key executives [5][11]. - The combined shareholding of the founders decreased from 28.58% to 27.26% after the agreement ended, raising concerns about control [5][11]. - A significant number of shares (approximately 161 million, or 27.79% of total shares) will be unlocked in January 2026, potentially leading to market pressure [5][11]. Executive Compensation - The total annual salary for key executives exceeded CNY 25 million from 2023 to 2024, which is considered high relative to the company's ongoing losses [6][12]. - Balancing executive incentives with shareholder returns and sustainable development remains a governance challenge [6][12].

Group 1 - The company held its 8th meeting of the 2nd Board of Directors on December 8, 2025, to discuss the issuance of H-shares and listing on the Hong Kong Stock Exchange [2][3][31] - The board unanimously approved the proposal to issue H-shares and apply for listing on the Hong Kong Stock Exchange [4][8][31] Group 2 - The H-shares will be ordinary shares with a nominal value of RMB 1.00, issued in foreign currency [7] - The listing will take place on the main board of the Hong Kong Stock Exchange, with the timing to be determined based on market conditions and regulatory approvals [10][12] - The issuance will include both a public offering in Hong Kong and an international placement [12][20] Group 3 - The maximum number of H-shares to be issued will not exceed 25% of the total share capital post-issuance, with an option for an additional 15% for over-allotment [14] - The pricing of the shares will be determined based on market conditions and investor demand [16] - The target investors include qualified international institutional investors and eligible domestic investors [18] Group 4 - The funds raised from the H-share issuance will be used for clinical development of core research pipelines, preclinical exploration, and general corporate purposes [33][34] - The board proposed to authorize the board and its authorized persons to handle all matters related to the issuance and listing of H-shares [35][50] Group 5 - The company will apply to register as a non-Hong Kong company in accordance with Hong Kong laws for the purpose of the H-share listing [52] - The board approved a profit distribution plan for retained earnings prior to the H-share issuance, ensuring that both existing and future shareholders share in the profits [54] Group 6 - The board agreed to draft a new set of articles of association applicable after the H-share issuance, in compliance with relevant laws and regulations [58][60] - The internal governance rules will be revised to align with the requirements of the H-share listing [63][65]

Group 1 - The core viewpoint of the article is that Yifang Biotechnology (Shanghai) Co., Ltd. plans to utilize part of its idle raised funds for cash management to enhance fund efficiency and returns for the company and its shareholders [1][2][5] Group 2 - The total amount of raised funds is RMB 208,380 million, with an issuance price of RMB 18.12 per share, approved by the China Securities Regulatory Commission on April 1, 2022 [1] - The company intends to use up to RMB 1 billion of temporarily idle raised funds for cash management, with a validity period of 12 months from the approval date by the board of directors [2] - The investment products will include low-risk, high-liquidity financial products such as structured deposits, time deposits, and large certificates of deposit, with a maximum investment period of 12 months [2] Group 3 - The decision to use idle funds for cash management was approved in the fifth meeting of the second board of directors on August 21, 2025, ensuring that it will not affect the normal operation of the company's main business or the progress of investment projects [2][4] - The company has established a robust approval and execution process for purchasing cash management products to ensure fund safety, including the use of dedicated settlement accounts [3][4] Group 4 - The sponsor, CITIC Securities, has verified that the company has followed necessary decision-making procedures and complies with relevant laws and regulations regarding the use of idle raised funds for cash management [5][6]

Core Viewpoint - The equity change involves the expiration of the concerted action agreement among the controlling shareholders and actual controllers of Yifang Biotechnology (Shanghai) Co., Ltd., leading to a passive dilution of their shareholding due to stock incentive vesting. This change will not affect the company's controlling shareholders or actual controllers, nor its governance structure and ongoing operations [1][8]. Summary by Sections 1. Background of the Concerted Action Agreement - In October 2020, a concerted action agreement was signed by key stakeholders, confirming the actual controllers of the company and establishing that certain parties would act in concert with them on major operational decisions [2]. - A supplementary agreement was signed in June 2021, allowing YAOLIN WANG LLC to join the original agreement without altering the rights and obligations of the other parties [3]. 2. Details of the Termination of Concerted Action - LING ZHANG LLC and LING ZHANG intend to terminate their concerted action relationship due to personal reasons, with LING ZHANG LLC holding 0.54% of the company's shares as of the announcement date [4]. - YAOLIN WANG LLC is changing its manager and will also terminate its concerted action relationship. The new manager, HONG MEI, will not affect the shareholding of YAOLIN WANG LLC, which holds 0.61% of the shares [6][7]. 3. Impact of the Equity Change - Before the equity change, the controlling shareholders and their concerted action parties held a total of 164,263,228 shares, representing 28.58% of the company. Following the vesting of stock incentives, their shareholding was diluted to 28.40%, resulting in a new total of 157,605,902 shares, or 27.26% [9][10]. - The termination of the concerted action relationship will not lead to a change in the controlling shareholders or actual controllers, as the combined shareholding of LING ZHANG LLC and YAOLIN WANG LLC is only 1.15%, which is relatively low and will not significantly impact control [11][12]. 4. Compliance and Future Commitments - The parties involved in the termination of the concerted action relationship will continue to comply with relevant regulations regarding share reduction and commitments made during the initial public offering [13].

Core Viewpoint - The company, Yifang Biotechnology, is under scrutiny regarding its financial disclosures and operational performance, particularly concerning its revenue from technology licensing and sales commissions related to its products, Befotertinib and Garsorasib. Group 1: Revenue and Financial Performance - In 2024, the company reported total revenue of 1,637.86 million yuan from sales commissions, a significant increase from 552.69 million yuan in 2023 [21] - The company has received 15,094.34 million yuan in revenue from Garsorasib and 1,637.86 million yuan from Befotertinib, with the latter's revenue confirmed through correspondence with partners [3][6] - The company’s revenue recognition practices align with accounting standards, confirming income upon the transfer of control of the product to customers [4][6] Group 2: Product Details and Market Potential - Befotertinib is a third-generation EGFR tyrosine kinase inhibitor for treating non-small cell lung cancer (NSCLC), with a market potential driven by a large patient base and increasing incidence rates [16][24] - The global market for KRAS G12C inhibitors, including Garsorasib, is projected to grow from 319 million USD in 2023 to 2.748 billion USD by 2032, with a compound annual growth rate of 27.0% [17] - The company has established agreements with partners for milestone payments and sales commissions, with potential earnings from Befotertinib and Garsorasib expected to increase as commercialization progresses [19][22] Group 3: Operational Challenges and Strategies - The company faces challenges with overdue receivables, particularly a 180 million yuan milestone payment from partner BeiDa Pharmaceuticals, which has been delayed due to their financial arrangements [12] - The company is actively pursuing collection of overdue payments and has implemented measures to improve operational performance, including optimizing product pipelines and seeking commercial partnerships [25][26] - Future clinical trials and product developments are underway, with a focus on expanding indications for existing products and enhancing market presence [28][30]

上海石门一路 288 号 兴业太古汇香港兴业中心一座 26 层 邮编：200041 电话：（86-21）5298 5488 传真：（86-21）5298 5492 junhesh@junhe.com 君合律师事务所上海分所 关于益方生物科技（上海）股份有限公司 致：益方生物科技（上海）股份有限公司 君合律师事务所上海分所（以下简称"本所"）接受益方生物科技（上海） 股份有限公司（以下简称"公司"或"益方生物"）的委托，指派本所律师列席 了公司于 2025 年 6 月 20 日在上海市浦东新区张衡路 1000 弄 63 号召开的 2024 年年度股东大会（以下简称"本次股东大会"）的现场会议。现本所根据《中华 人民共和国公司法》（以下简称"《公司法》"）《中华人民共和国证券法》《上 市公司股东会规则》（以下简称"《股东会规则》"）等中国现行法律、法规和 规范性文件以及《益方生物科技（上海）股份有限公司章程》（以下简称"《公 司章程》"）《益方生物科技（上海）股份有限公司股东大会议事规则》的有关 规定，就本次股东大会有关事宜出具法律意见书。 本法律意见书仅就本次股东大会的召集和召开程序是否符合中国有关法律、 行政 ...

Core Viewpoint - The company is committed to enhancing operational efficiency and management quality through its 2025 "Quality Improvement and Efficiency Enhancement" action plan, focusing on innovation in drug development and protecting the rights of investors, especially small and medium-sized investors [1][12]. Group 1: Business Strategy and Development - The company aims to accelerate the layout of its core pipeline, focusing on major diseases such as cancer, metabolic disorders, and autoimmune diseases, with a commitment to developing innovative drugs with independent intellectual property rights [1][2]. - The company has two authorized products on the market, one in the registration clinical trial stage, two in Phase II clinical trials, and multiple preclinical projects, indicating a strong position in research and development [2]. - The company plans to advance the clinical research of its D-2570 product, which has shown promising results in Phase II trials for psoriasis, and will explore its potential in other autoimmune diseases [2][3]. Group 2: Research and Development Capabilities - The company has established a comprehensive R&D system that enhances the success rate of its products and shortens drug development cycles through precise target selection and clinical development processes [2][4]. - The company has a core R&D team with over 20 years of experience in multinational pharmaceutical companies, which strengthens its capabilities in drug design and clinical trial execution [4][5]. - The company has applied for 370 domestic and international invention patents, with 129 granted, ensuring the commercial value of its innovations and reducing potential patent infringement risks [6]. Group 3: Team and Talent Management - The R&D team constitutes over 90% of the company's workforce, with leaders possessing extensive industry experience, which is crucial for the drug development process [7]. - The company plans to implement a new round of equity incentive plans to attract and retain talent, aligning the interests of shareholders and the core team [7]. Group 4: Financial Management and Fund Utilization - The company is focused on improving the efficiency of its fundraising projects and has made adjustments to its headquarters construction project to better meet R&D needs [8]. - In 2025, the company will increase investment in new drug R&D projects, aiming to enhance the efficiency of clinical trials and expand its clinical pipeline [8]. Group 5: Corporate Governance and Compliance - The company is revising its governance structure, including the cancellation of the supervisory board and the enhancement of the board's responsibilities to improve oversight and protect investor rights [9][17]. - The company emphasizes the importance of internal controls and compliance with relevant laws and regulations to ensure effective management of significant matters [9]. Group 6: Information Disclosure and Investor Relations - The company is committed to enhancing the quality of information disclosure and actively engages with investors through various communication channels [10][11]. - The company plans to conduct at least three performance briefings annually to maintain transparency and keep investors informed about its operations and financial status [11].

General Information - InventisBio Co., Limited is established as a joint-stock company based on the transformation of InventisBio (Shanghai) Co., Ltd, registered in Shanghai with a unified social credit code of 913101150609007219 [3][4] - The company was approved by the Shanghai Stock Exchange on January 20, 2022, and publicly issued 115 million shares of ordinary stock in April 2022, subsequently listing on the Sci-Tech Innovation Board on July 25, 2022 [3][4] Company Structure - The registered capital of the company is RMB 578.327844 million [4] - The company is a permanent joint-stock company, with the chairman serving as the legal representative [4][5] - The company’s assets are divided into equal shares, and shareholders are liable for the company’s debts only to the extent of their subscribed shares [4][5] Governance and Management - The company’s articles of association serve as a legally binding document governing the organization and behavior of the company, shareholders, directors, and senior management [5] - Senior management includes the general manager, deputy general managers, board secretary, financial officer, and other personnel as specified in the articles [5] - The company is required to establish a Communist Party organization and conduct activities in accordance with the Party's regulations [5][6] Business Objectives and Scope - The company aims to adopt advanced technology, production equipment, and scientific management methods to expand international markets and enhance economic benefits [6] - The business scope includes drug production, wholesale, retail, and import/export, along with various biotechnology and pharmaceutical technology services [6][7] Share Issuance and Capital Management - The company issues shares in the form of stocks, with each share having a par value of RMB 1 [7][9] - The total number of shares issued by the company is 578.327844 million, all of which are ordinary shares [9] - The company can increase capital through various means, including issuing shares to unspecified objects, subject to shareholder approval [10][11] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [15][16] - Shareholders holding more than 5% of shares must report any pledges of their shares to the company [21][22] - The company’s articles stipulate that shareholders must comply with laws and the articles, and they cannot withdraw their capital except as legally permitted [21][22]

（二）募投项目先期投入及置换情况 报告期内，公司不存在募投项目先期投入及置换情况。 （三）使用闲置募集资金暂时补充流动资金情况实施方式 （一）募集资金投资项目的资金使用情况 截至2024年12月31日，公司募集资金投资项目（以下简称"募投项目"）的资金使用情况详见附表1： 《募集资金使用情况对照表》。 截至2024年12月31日，公司不存在以闲置募集资金暂时补充流动资金的情况。 （四）对闲置募集资金进行现金管理及投资相关产品情况 公司于2023年8月21日召开第一届董事会2023年第四次会议及第一届监事会2023年第三次会议，审议通 过了《关于使用部分闲置募集资金进行现金管理的议案》，同意公司使用不超过人民币10亿元（包含本 数）的暂时闲置募集资金进行现金管理，用于购买安全性高、流动性好、保本型的理财产品或存款类产 品（包括但不限于协定性存款、结构性存款、定期存款、大额存单等）。使用期限自董事会审议通过之 日起12个月内有效，在上述额度和期限内，资金可循环滚动使用。闲置募集资金现金管理到期后将归还 至募集资金专户。 公司于2024年8月21日召开第二届董事会2024年第五次会议及第二届监事会2024年第五次会 ...