本报记者 金婉霞 7月14日，上海奥浦迈生物科技股份有限公司（以下简称"奥浦迈"）发布2025年半年度业绩预告。奥浦 迈预计今年上半年实现营业收入约1.77亿元，同比增长约23.25%；预计实现归母净利润约为3700万元， 同比增加约53.28%；预计实现归属于母公司所有者的扣除非经常性损益后的净利润约为2903万元，同 比增加约73.46%。 奥浦迈是一家专门从事细胞培养产品与临床新药工艺开发制备和生产服务的科技型企业，其业务主要由 培养基产品及医药合同外包服务（CXO）两部分组成，属于创新药产业链上游环节。 目前，已有多家CXO企业披露了今年上半年业绩预增报告。其中，CXO龙头企业无锡药明康德新药开 发股份有限公司（以下简称"药明康德"）于7月10日发布了业绩预告。2025年上半年，药明康德预计可 实现营业收入约207.99亿元，同比增长约20.64%，其中持续经营业务收入同比增长约24.24%；预计实现 经调整归母净利润约63.15亿元，同比增长约44.43%。此外，重庆博腾制药科技股份有限公司发布预告 称，公司于2025年上半年实现扭亏；苏州纳微科技股份有限公司预计2025年半年度实现扣除非经常性损 ...

关于 2025 年半年度业绩预告的自愿性披露公告 证券代码：688293 证券简称：奥浦迈 公告编号：2025-058 上海奥浦迈生物科技股份有限公司 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。 一、本期业绩预告情况 （一）业绩预告期间 （二）业绩预告情况 经上海奥浦迈生物科技股份有限公司（以下简称"公司"或"奥浦迈"）财务部 门初步测算，预计公司 2025 年半年度主要财务指标具体如下： 预计将增加约 3,339.17 万元，同比增加约 23.25%。 期（法定披露数据），预计将增加约 1,286.19 万元，同比增加约 53.28%。 同比增加约 73.46%。 （三）本次业绩预告未经注册会计师审计。 二、上年同期业绩情况和财务情况 （一）2024年半年度：营业收入：14,360.83万元；归属于母公司所有者的净 利润为：2,413.81万元；归属于母公司所有者的扣除非经常性损益的净利润： （二）2024年半年度基本每股收益：0.21元/股；稀释每股收益：0.21元/股。 三、本期业绩变化的主要原因 主营业务影响： ...

Core Viewpoint - Aopumai's acquisition of Pengli Biotechnology for 1.45 billion is seen as a strategic move to diversify its client base and enhance its early pipeline, despite facing internal dissent and regulatory scrutiny [4][7][9]. Company Overview - Aopumai plans to acquire 100% of Pengli Biotechnology for a total consideration of 1.45 billion, with 710 million needing to be paid in cash, which nearly depletes Aopumai's cash reserves [4][9]. - Aopumai's main business includes cell culture products and services, with a significant reliance on CHO culture media, contributing over 70% of its revenue in 2024 [7][9]. Financial Performance - Aopumai's performance has been declining, with a reported 80% drop in earnings over the past three years, and a net profit of 14.67 million in Q1 2024, down 25.08% year-on-year [9][11]. - The company's cash balance as of Q1 2024 was 737 million, which covers the cash portion of the acquisition, but still represents a significant portion of its total funds [9][11]. Market Context - The acquisition is positioned as a strategic opportunity during a low point in the industry, with Aopumai aiming to integrate early-stage research capabilities through this merger [7][9]. - Pengli Biotechnology, which previously aimed for a listing on the STAR Market, has also faced growth challenges, with a net profit of 44.51 million in 2024, down 25.52% from 2023 [11]. Stock Market Reaction - Following the announcement of the acquisition, Aopumai's stock price showed a slight increase, closing at 38.49 yuan, reflecting market optimism regarding the transaction [12].

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].

Core Viewpoint - Aopu Mai is planning to acquire 100% of Chengli Bio for a combination of cash and stock, raising up to 730 million yuan, despite having significant cash reserves and a low debt ratio. The acquisition has raised concerns due to the presence of a dissenting independent director and discrepancies in valuation among different stakeholders [1][4][15]. Group 1: Acquisition Details - Aopu Mai intends to acquire Chengli Bio for a total valuation of 1.45 billion yuan, with a significant portion of the payment being in shares and cash [5][6]. - The acquisition involves 31 different counterparties, with notable discrepancies in the pricing offered to different stakeholders, leading to a "same stock different price" situation [6][8]. - Chengli Bio's financial performance has been declining, with projected net profit for 2024 expected to drop by 30% compared to the previous year [3][4]. Group 2: Financial Performance - Aopu Mai's revenue for 2023 and 2024 is reported at 243 million yuan and 297 million yuan, respectively, with year-on-year changes of -17.41% and +22.26% [2]. - The net profit for Aopu Mai has significantly decreased, with a drop of 48.72% in 2023 and 61.04% in 2024, leading to concerns about the necessity of the acquisition [2][3]. - Chengli Bio's revenue for 2022, 2023, and 2024 is reported at 256 million yuan, 318 million yuan, and 331 million yuan, respectively, with net profits of 57 million yuan, 65 million yuan, and 45 million yuan [3]. Group 3: Governance and Compliance Issues - An independent director, Tao Hua'an, voted against the acquisition, citing a lack of necessity for the merger at this stage, although specific reasons were not disclosed [4][5]. - Concerns have been raised regarding the relationship between the controlling shareholder of Chengli Bio and the largest stakeholder in the acquiring company, which may affect the compliance and governance of the transaction [10][13][14]. - The valuation discrepancies and the relationships among the stakeholders raise questions about the fairness and transparency of the acquisition process [8][13].

近期，多家科创板上市公司披露重大资产重组相关公告，引发市场关注。数据显示，"科创板八条"政策 出台后，科创板上市公司披露重大资产重组方案数量达到105家。今年以来，科创板上市公司披露重大 资产重组方案数量达到44家，市场活跃度整体较高。 业内人士表示，并购重组是上市公司实现资源整合、强化主营业务发展、培育新的增长点，从而提升核 心竞争力的重要措施之一。科创板作为新兴领域的主阵地，并购重组热度增加具有较为积极性的意义。 从政策驱动看，在"科创板八条""并购六条"等政策大力支持下，极大地提升了并购交易的灵活性与可行 性，降低了企业整合的成本与难度，促使科创企业间的资源整合呈现加速态势。 ● 本报记者 董添 上市公司积极推进 不少科创板公司在重大资产重组方案中提到，通过重大资产重组，可实现业务方面的优势互补。 奥浦迈日前公告，上市公司拟以发行股份及支付现金的方式向嘉兴汇拓、红杉恒辰等31名交易对方购买 澎立生物100%的股权，并募集配套资金。上市公司是一家专门从事细胞培养产品与服务的科技型创新 企业。标的公司澎立生物是一家专门从事生物医药研发临床前CRO（临床研究外包）服务的生物医药 企业，交易双方均致力于为全球创 ...

Core Viewpoint - Aopu Mai plans to acquire 100% equity of Pengli Bio for a total transaction price of 1.451 billion yuan, aiming to enhance its client resources in preclinical research and expand its early-stage drug development pipeline [1] Group 1 - The acquisition will be executed through a combination of issuing shares and cash payments to 31 transaction parties, including PLHK and Jiaxing Huituo [1] - The transaction is expected to allow the company to promote its cell culture products and biopharmaceutical CDMO services to clients at an early stage of drug development [1] - This strategic move aims to broaden the company's potential customer base and secure innovative drug pipelines with promising commercialization prospects [1]

Core Viewpoint - The company reported a revenue increase of 4.98% year-on-year for Q1 2025, driven by growth in its core cell culture products and CDMO services, while also addressing asset impairment provisions and ongoing major asset restructuring plans [5][6][22][31]. Financial Performance - The company achieved operating revenue of 83.68 million yuan in Q1 2025, a 4.98% increase compared to the same period last year [5]. - Main business revenue reached 83.56 million yuan, reflecting a growth of 4.99% year-on-year [5]. - The CDMO service revenue grew significantly by 27.11% compared to the previous year [6]. Business Segments - The cell culture products segment saw a steady revenue increase of 2.50% year-on-year, remaining a key revenue driver for the company [5]. - The company has 258 confirmed drug development pipelines utilizing its cell culture products, with a notable increase in clinical trial stages [6]. Cash Flow and Efficiency - Customer payment amounts increased by 47.73% year-on-year, indicating improved cash flow and operational efficiency [7]. - The company implemented measures to enhance credit policies and collection mechanisms, resulting in faster fund turnover [7]. Quality Management - The company successfully passed the ISO 9001:2015 quality management system audit with zero non-conformities, demonstrating its commitment to high-quality standards [8]. - The company is also undergoing a Qualified Person (QP) audit to ensure compliance with EU GMP regulations, with expectations to receive the QP compliance statement in Q2 2025 [8]. Asset Impairment - The company plans to recognize a total asset impairment provision of 4.2174 million yuan for Q1 2025, including credit impairment losses of 3.0401 million yuan and inventory impairment losses of 1.1773 million yuan [22][24][26][27]. Major Asset Restructuring - The company is planning a major asset restructuring by acquiring 100% equity of Pengli Biopharmaceutical Technology (Shanghai) Co., Ltd. through a combination of share issuance and cash payment [31]. - The restructuring is expected to meet the criteria for significant asset restructuring as per regulatory standards, with no change in the controlling shareholder or actual controller [31].