民生证券股份有限公司 关于博瑞生物医药（苏州）股份有限公司 与特定对象签署附条件生效的股份认购协议的补充协议 暨涉及关联交易的核查意见 民生证券股份有限公司（以下简称"民生证券"）作为博瑞生物医药（苏州） 股份有限公司（以下简称"博瑞医药"或"公司"）持续督导的保荐机构，履行 持续督导职责，根据《证券发行上市保荐业务管理办法》《上海证券交易所科创 板股票上市规则》等规范性法律文件的要求，对博瑞医药对与特定对象签署《关 于 <博瑞生物医药 a="A" ensp="ensp" 股份有限公司向特定对象发行="股份有限公司向特定对象发行" 股 股票之附条件生效="股股票之附条件生效" 苏州="苏州"> 的股份认购协议>的补充协议》（以下简称"补充协议"）暨涉及关联交易事宜 进行了审慎核查，核查情况及意见如下： 一、关联交易概述 公司于 2024 年 5 月 6 日召开的第三届董事会第二十六次会议以及 2024 年 5 月 20 日召开的 2023 年年度股东大会，审议通过了《关于公司 2024 年度向特定 对象发行 A 股股票方案的议案》《关于公司 2024 年度向特定对象发行 A 股股票 预案的议案》《关于公司与特 ...

Group 1 - The company is confirmed to meet the qualifications and conditions for issuing A-shares to specific targets in 2025 [1] - The proposal for the issuance of A-shares to specific targets in 2025 has been unanimously approved by the supervisory board, aligning with the company's long-term development plan and benefiting all shareholders [2] - The analysis report regarding the issuance of A-shares has been deemed sufficient and relevant, considering the company's industry, financial status, and funding needs [2][3] Group 2 - The feasibility analysis report for the use of funds raised from the issuance of A-shares has been approved, indicating compliance with national industrial policies and enhancing the company's competitive capabilities [2][3] - The company has provided an analysis of the impact on immediate returns due to the issuance of A-shares and proposed specific measures to mitigate this impact, with commitments from relevant parties [3] - The special report on the use of previously raised funds has been approved, confirming compliance with regulations and no violations in fund usage [4] Group 3 - The establishment of a special account for the funds raised from the issuance of A-shares has been approved, aimed at improving fund management and efficiency [4]

Core Viewpoint - Shanghai Ace Investment & Development Co., Ltd. is proposing to extend the validity period of the shareholder meeting resolution regarding the issuance of stocks to specific targets by 12 months to ensure the smooth progress of the issuance process [4][5][6]. Meeting Details - The first temporary shareholder meeting of Shanghai Ace will be held on July 31, 2025, at 14:30 [3]. - The meeting will combine on-site voting and online voting through the Shanghai Stock Exchange's network voting system [4]. - The meeting will be chaired by the company's chairman, Liu Zhongyi [3]. Agenda Items - The agenda includes the signing in of attendees, announcement of the meeting's commencement, and the voting on the proposal to extend the validity period of the stock issuance resolution [4]. - The first proposal is to extend the validity period of the shareholder meeting resolution for issuing stocks to specific targets by 12 months [5][6]. - The second proposal is to extend the authorization for the board of directors to handle matters related to the stock issuance for another 12 months [5][6].

Core Viewpoint - Shenzhen Weiguang Biological Products Co., Ltd. plans to issue A-shares to specific investors, which may dilute immediate shareholder returns and impact key financial metrics [1][5][10] Financial Impact of the Issuance - The issuance will involve up to 45,360,000 shares, not exceeding 20% of the total shares before the issuance, raising a maximum of 1.5 billion yuan [1][4] - The company's net profit for 2025, excluding non-recurring gains and losses, is projected to be approximately 263.51 million yuan [2][4] - Under different scenarios, the basic earnings per share (EPS) and return on equity (ROE) are expected to decline post-issuance, with EPS potentially dropping from 1.12 yuan to 0.93 yuan in a flat profit scenario [4][5] Necessity and Feasibility of the Issuance - The board believes the fundraising aligns with national industrial policies and the company's strategic needs, enhancing operational scale and profitability [5][6] - The funds will primarily support the Weiguang Biological Smart Industrial Base project, aimed at increasing production capacity and automation [6][8] Company’s Preparedness for the Project - The company has a strong team of qualified personnel in biological product production and R&D, ensuring technical expertise for project implementation [7][8] - The company has established a solid market presence with around 200 distributors, enhancing brand influence and customer loyalty [7][8] Measures to Mitigate Dilution of Returns - The company plans to manage the raised funds strictly according to regulatory requirements, ensuring proper usage and compliance [9][10] - It aims to enhance profitability through the successful execution of the fundraising projects, thereby increasing market share and operational efficiency [9][10] - A profit distribution plan for 2025-2027 has been established to ensure stable returns for shareholders [9][10] Commitments from Stakeholders - The controlling shareholder and management have committed to ensuring the effectiveness of the measures to mitigate the dilution of returns [10][11]

Core Viewpoint - The audit committee of Shenzhen Weiguang Biological Products Co., Ltd. has reviewed and approved the plan for the company to issue A-shares to specific targets in 2025, confirming compliance with relevant laws and regulations [2][3][4]. Compliance and Feasibility - The company meets the qualifications and conditions for issuing shares to specific targets as per the Company Law, Securities Law, and relevant regulations [2]. - The proposed issuance plan is deemed fair, reasonable, and feasible, aligning with the company's industry status, operational needs, and funding requirements [3]. Strategic Alignment - The issuance is expected to enhance the company's operational performance and aligns with its development strategy, benefiting all shareholders [3]. - The fundraising projects are closely related to the company's main business and comply with national industrial policies, promising good market prospects and economic benefits [4]. Financial Impact and Measures - The company has conducted a thorough analysis of the impact on immediate returns due to share dilution and has proposed specific measures to mitigate this effect, in line with regulatory requirements [4]. - The company has not raised funds through other means in the last five accounting years, thus exempting it from preparing a report on the use of previous fundraising [5]. Dividend Policy - The company has established a shareholder dividend return plan for 2025-2027, which supports sustainable development and aligns with legal and regulatory requirements [5]. Procedural Compliance - The preparation and review processes for the issuance documents comply with all relevant laws, regulations, and internal management systems, pending approval from the shareholders' meeting and regulatory bodies [5].

Fundraising Plan - The company plans to raise a total of 1.5 billion yuan through a targeted stock issuance, with a net amount of 1.5 billion yuan allocated for specific projects [2][9] - The total investment for the projects is estimated at 2.6079466 billion yuan, with 1.5 billion yuan from the fundraising [2][18] Project Details - The main project is the establishment of the Weiguang Biological Intelligent Industrial Base, with a total investment of 2.3079466 billion yuan, of which 1.2 billion yuan will be funded through the raised capital [3][4] - The project aims to construct various facilities to meet the operational needs of blood product production, with a designed capacity to process 1,200 tons of plasma annually [3][4] Market Context - The blood product industry in China is experiencing rapid growth, with a significant increase in demand leading to a supply-demand imbalance [3][4] - The import ratio of human serum albumin has risen from 48% in 2012, indicating a need for domestic production capacity expansion [3][4] Capacity Expansion - The company aims to build a 1,200 tons/year intelligent blood product factory to enhance production capacity and market share [4][5] - Current plasma collection is projected to grow from 466.77 tons in 2022 to 561.57 tons in 2024, with a compound annual growth rate of 9.69% [4][5] Financial Structure - 300 million yuan of the raised funds will be used to supplement working capital, reducing financial costs and improving the company's financial structure [9][14] - The company's debt ratio was reported at 31.94% as of December 31, 2024, indicating a need for improved capital management [14][19] Economic Benefits - The financial internal rate of return for the investment project is estimated at 18.39%, with a payback period of 9.12 years [15] - The project is expected to enhance the company's production capacity, product structure, and overall market competitiveness [19] Implementation Capability - The company has a strong team of professionals in biological product production and R&D, ensuring the project's successful implementation [15][16] - The company has established a comprehensive marketing network with approximately 200 distributors, enhancing its market presence [16][17]

Group 1 - The company held its fourth board meeting on July 17, 2025, with all nine directors present, and the meeting complied with relevant laws and regulations [1][2] - Zhang Zhan was elected as the chairman of the fourth board of directors, serving from the date of approval until the term ends [2][3] - The board approved the establishment of various committees, including the Audit Committee, Strategy Committee, Nomination Committee, and Compensation and Assessment Committee, with specific members appointed [2][3] Group 2 - The board approved the appointment of senior management, including Guo Caiping as General Manager and Chen Guanqun as Financial Officer, with all appointments effective immediately [3][4] - The compensation plan for the board members was discussed, with specific salary standards set for different roles, including independent directors [4][5] Group 3 - The company plans to issue A-shares to specific investors, with a total fundraising target of up to 1.5 billion yuan, subject to shareholder approval [5][9] - The issuance will be conducted through a private placement, with shares priced at no less than 80% of the average trading price over the previous 20 trading days [6][7] - The maximum number of shares to be issued will not exceed 20% of the total share capital before the issuance [8][9] Group 4 - The funds raised will be used for projects closely related to the company's main business, with a total investment of approximately 2.607 billion yuan planned for various projects [9][12] - The company will ensure that any shortfall in the raised funds will be covered by self-raised funds, and the projects will be prioritized based on urgency [10][12] Group 5 - The company will implement a shareholder return plan for the next three years (2025-2027), focusing on enhancing transparency and protecting shareholder rights [15][16] - The company plans to invest in the Weiguang Biological Intelligent Industry Base project, with a total investment of about 2.3 billion yuan [16][17] Group 6 - The board approved adjustments to the estimated annual related party transaction limits based on actual business needs [17] - The company will hold its second extraordinary general meeting of 2025 on August 7, 2025, to discuss various matters [17]

Core Viewpoint - The company plans to issue shares to specific investors, primarily its controlling shareholder, Fuhua Chemical, to raise funds for various projects and enhance its capital structure [4][5][9]. Group 1: Share Issuance Details - The company intends to issue up to 181,338,685 shares, which will not exceed 30% of the total share capital after excluding treasury shares [5]. - The issuance price is set at 6.31 yuan per share, which is at least 80% of the average trading price over the previous 20 trading days [4]. - The total amount to be raised from this issuance is capped at 1,144.2471 million yuan [6]. Group 2: Use of Proceeds - The funds raised will be allocated to specific projects, with the total investment amounting to 1,144.2471 million yuan [6]. - If the net proceeds are insufficient for project needs, the company will use its own funds or other financing methods to cover the shortfall [6]. Group 3: Shareholder Meeting Agenda - The shareholder meeting will include discussions on the feasibility analysis report for the fund usage, the dilution of immediate returns, and measures to compensate for this dilution [9][10][11]. - The meeting will also address the authorization for the board to handle all matters related to the share issuance [12][13]. Group 4: Regulatory Compliance - The company has confirmed its eligibility to issue shares to specific investors under relevant laws and regulations [2][4]. - The issuance will comply with the requirements set forth by the China Securities Regulatory Commission and the Shanghai Stock Exchange [4][12]. Group 5: Related Transactions - The share issuance constitutes a related party transaction as Fuhua Chemical is the controlling shareholder [11]. - Fuhua Chemical has committed to not transferring the newly issued shares for 36 months post-issuance [14].

Core Viewpoint - Hangzhou Wensli Silk Culture Co., Ltd. is conducting a private placement of A-shares to specific investors, raising a total of approximately RMB 600 million, with a focus on expanding its silk-related product offerings and enhancing its market position [1][4]. Group 1: Company Overview - The company is based in Hangzhou, Zhejiang Province, with a registered capital of RMB 188.84 million [2]. - It specializes in the research, design, production, and sales of silk-related products, integrating traditional silk culture with creative design and digital printing technology [2][3]. - Main products include silk cultural creative items and silk textile products, with the "Wensli" brand being a core focus [3]. Group 2: Issuance Details - The issuance involves a total of 46,082,949 shares at a price of RMB 13.02 per share, resulting in total funds raised of RMB 599,999,995.98 [4][5]. - After deducting issuance costs of RMB 14,505,062.15, the net proceeds amount to RMB 585,494,933.83 [4][5]. - The issuance is approved by the China Securities Regulatory Commission and complies with relevant regulations [4][19]. Group 3: Investor Participation - A total of 17 specific investors participated in the issuance, with the largest allocation going to Zhoushan Sixian Investment Partnership, which received 1,536,098 shares [11][12]. - The lock-up period for shares varies, with some investors restricted from transferring their shares for 6 to 18 months post-issuance [5][11]. - The investor pool includes various asset management companies and private equity funds, ensuring a diverse range of financial backing [11][12][13]. Group 4: Regulatory Compliance - The issuance process followed all necessary internal decision-making procedures, including approvals from independent directors and shareholders [3][4]. - The company has confirmed that all participating investors meet the suitability requirements as per regulatory standards [17][18]. - There are no significant transactions or future arrangements between the company and the investors in the past year, ensuring compliance with regulatory requirements [19].

股票代码：600272 股票简称：开开实业 编号：2025-041 联系电话 021-62770303 （二）本次权益变动情况 第十八次会议审议通过。对公司符合向特定对象发行 A 股股票条件、 本次发行股票的种类和面值、发行方式和发行时间、发行对象及认 购方式、发行价格和定价原则、发行数量、限售期、上市地点、滚 存利润的安排、发行决议有效期、募集资金投向等事项作出了决议。 资委关于上海开开实业股份有限公司向特定对象发行 A 股股票有关 问题的批复》，原则同意本次发行方案。 上海开开实业股份有限公司 关于向特定对象发行A股股票 导致股东权益变动的提示性公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： ? 本次股东权益变动属于增持，本次权益变动源于上海开开实 业股份有限公司（以下简称"公司"）向特定对象发行 A 股股票（以 下简称"本次发行"）。本次发行符合《上市公司收购管理办法》第 六十三条豁免要约收购义务的相关规定。 ? 本次权益变动不会使公司控股股东及实际控制人发生变化。 本次权益变动前，上海开开（集 ...