Core Viewpoint - The company is responding to an inquiry regarding its restructuring plan, emphasizing the necessity and feasibility of the transaction to enhance its business capabilities and asset quality in the biopharmaceutical sector [1][2][3]. Group 1: Transaction Necessity - The transaction is deemed necessary as both the company and the target focus on innovative biopharmaceutical services, with the company specializing in cell culture products and CDMO services, while the target provides CRO services for preclinical research [2][4]. - The merger aims to create synergies in business operations, customer bases, and international strategies, enhancing the overall service offerings from early research to commercial production [5][6]. - The company anticipates that the transaction will allow it to transition from a product supplier to a comprehensive solution provider, thereby improving its market position and customer retention [7][9]. Group 2: Business Integration and Synergy - Post-transaction, the company will expand its service offerings from "cell culture + CDMO" to "cell culture + CRDMO," facilitating a full-service model that integrates various stages of drug development [10][19]. - The integration will enable the company to provide a seamless transition for clients from early drug discovery through to commercial production, enhancing customer satisfaction and loyalty [11][12]. - The company plans to leverage the target's established international business relationships to promote its products in global markets, thereby increasing its market share and brand influence [12][20]. Group 3: Financial Impact and Performance Improvement - The transaction is expected to significantly improve the company's financial metrics, with projected increases in total assets, revenue, and net profit post-merger [13][14]. - The company anticipates a diversification of its customer base, reducing reliance on a single product line and enhancing its resilience against market fluctuations [15][16]. - The merger will also optimize the company's capital structure, improving its debt-to-equity ratio and overall financial health [14][16]. Group 4: Industry Context and Trends - The transaction aligns with industry trends where biopharmaceutical companies are increasingly seeking integrated service providers to streamline their development processes and reduce costs [17][19]. - The merger reflects a broader industry movement towards consolidation, enabling companies to enhance their competitive edge through comprehensive service offerings [18][19]. - The company aims to position itself as a leader in the biopharmaceutical service sector by adopting a more integrated approach to drug development, which is becoming a critical success factor in the industry [17][19].

Group 1 - The company, Shanghai Aopumai Biotechnology Co., Ltd., plans to acquire 100% equity of Pengli Biopharmaceutical Technology (Shanghai) Co., Ltd. through a combination of issuing shares and cash payment [1][8] - The board meeting held on June 4, 2025, approved the proposal with a voting result of 6 votes in favor and 1 against [1][4] - The independent director opposed the acquisition, stating that the company does not currently have the necessity for such a merger [1][4] Group 2 - The total assessed value of Pengli Biopharmaceutical's equity is approximately 1.452 billion yuan, with the final transaction price set at 1.4505 billion yuan [8][12] - The company will issue shares at a price of 32.00 yuan per share, which is above the minimum required price based on the average trading price over the previous 20 trading days [6][12] - The number of shares to be issued for the acquisition is calculated to be approximately 23.14 million shares [9][12] Group 3 - The company will issue shares to a maximum of 35 specific investors to raise supporting funds for the acquisition [1][8] - The issuance of shares will be subject to adjustments based on any dividend distributions or capital increases during the issuance period [7][12] - The shares obtained by the transaction counterparties will be subject to a lock-up period of 6 to 12 months post-issuance [15][16]

Financial Performance - Q1 2025 revenue increased by 210% year-over-year, reaching RMB 965 billion[13] - Adjusted non-IFRS net profit increased by 400% year-over-year, reaching RMB 268 billion[13] - Backlog for continuing operations increased by 471% year-over-year, reaching RMB 5233 billion[13] - Q1 2025 operating cash flow increased by 418% year-over-year, reaching RMB 303 billion[42] Segment Performance - WuXi Chemistry Q1 revenue increased by 329% year-over-year, reaching RMB 739 billion[19, 22] - TIDES revenue within WuXi Chemistry increased by 1876% year-over-year, reaching RMB 224 billion[19, 22] - WuXi Testing lab testing services revenue decreased by 49% year-over-year, reaching RMB 088 billion[26, 29] - WuXi Biology Q1 revenue increased by 82% year-over-year, reaching RMB 061 billion[30, 32] Regional Revenue - US revenue contribution is 66%, with RMB 638 billion, a 284% increase[16] - Europe revenue contribution is 13%, with RMB 130 billion, a 262% increase[16] - China revenue contribution is 16%, with RMB 153 billion, a 13% decrease[16] - Japan, Korea & Others revenue contribution is 5%, with RMB 045 billion, a 30% increase[16]

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：688710 证券简称：益诺思 公告编号：2025-008 上海益诺思生物技术股份有限公司 第三届监事会第十次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 上海益诺思生物技术股份有限公司（以下简称"公司"）第三届监事会第十次会议于2025年4月18日在公 司会议室以现场结合通讯的方式召开，本次会议应出席监事3人，实际出席会议监事3人。会议由公司监 事会主席高莉女士主持。 此次会议的通知、召集、召开、表决程序符合《中华人民共和国公司法》等法律、法规、规范性文件及 《公司章程》的规定，会议决议合法有效。 二、监事会会议审议情况 1、审议通过了《关于2025年度日常关联交易预计的议案》。 经审核，监事会认为：关于2025年度日常关联交易预计事项，属于正常的商业交易行为，符合公司正常 生产经营活动需要，关联交易的预计发生价格遵循市场化原则，合理、公允，不会对公司独立性产生不 利影响，不存在向关联方输送利益的情况，不会损害公司、股东特 ...