Xiamen Tebao Bioengineering Co., Ltd
Annual General Meeting of Shareholders 2024
Meeting Materials
(688278)
Xiamen, China
Meeting Instructions
In order to protect the legitimate rights and interests of all shareholders of Xiamen Tebao Bioengineering Co., Ltd. (hereinafter referred to as the "Company"), maintain the normal order of the general meeting of shareholders, and ensure the smooth convening of the general meeting of shareholders, in accordance with the Articles of Association, the Rules of Procedure of the General Meeting of Shareholders and the provisions of relevant laws and regulations, this notice is hereby formulated, and all personnel attending the general meeting of shareholders are expected to comply with it.
1. The office of the board of directors of the company is specifically responsible for the procedural arrangement and conference affairs of the meeting.
2. In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders and shareholders' representatives, the company has the right to refuse other persons to enter the venue in accordance with the law, except for shareholders and shareholders' representatives, directors, supervisors, senior management personnel of the company, lawyers hired by the company and persons invited by the board of directors.
3. In order to ensure the smooth convening of the general meeting of shareholders, shareholders and shareholders' representatives must go through the sign-in procedures at the meeting site 30 minutes before the meeting, and present the securities account card, identity document or copy of the business license/registration certificate of the enterprise (stamped with the official seal), power of attorney, etc., and can only attend the meeting after verification.
4. The general meeting of shareholders adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.
5. Shareholders and their representatives shall enjoy the right to speak, question and vote in accordance with the law when participating in the general meeting of shareholders. Shareholders and their representatives shall conscientiously perform their statutory obligations when participating in the general meeting of shareholders, and shall not infringe upon the legitimate rights and interests of the company and other shareholders and their representatives, and shall not disrupt the normal order of the general meeting of shareholders.
6. If shareholders and shareholders' representatives request to speak at the on-site meeting of the general meeting of shareholders, they can register with the conference affairs group of the general meeting when signing in, and the general meeting will make overall arrangements for speaking. Each shareholder should first report the number of shares held and the name of the shareholder when speaking, and the topic of the speech should be related to the topic of the meeting, and concisely explain the views and suggestions.
7. When shareholders and their representatives request to speak, they shall not interrupt the report of the meeting rapporteur or the speeches of other shareholders and their representatives. If the shareholders and their representatives violate the above provisions, the presiding officer has the right to refuse or stop them.
8. The moderator may arrange for the company's directors, supervisors and senior managers to answer questions raised by shareholders. However, the company has the right not to respond to issues that are not related to the topics of this general meeting of shareholders or involve the company's trade secrets.
9. In order to improve the efficiency of the deliberations of the General Assembly, the shareholders and their proxies shall vote immediately after the reply to the shareholders' questions. After the voting on the proposal begins, the general meeting will no longer arrange for shareholders to speak.
10. Before the general meeting of shareholders votes on the proposal, two shareholder representatives will be elected to participate in the vote counting and scrutiny; When the general meeting of shareholders votes on the proposal, the witness lawyer, the shareholder representative and the supervisor representative are jointly responsible for counting and scrutinizing the votes; The results of the on-site voting will be announced by the presiding officer of the meeting.
11. The on-site meeting shall be voted by registered ballot, and the shareholders and shareholders' representatives participating in the meeting shall exercise their voting rights according to the number of shares with voting rights held by them, and each share shall enjoy one vote. Shareholders and shareholders' representatives shall fill in the voting opinions of approval, opposition or abstention in the voting ballot as required, and each voting item is limited to one "√", and the staff of the General Assembly shall collect the ballot uniformly after filling in. Votes that are not filled, incorrectly filled, illegible, or not cast shall be deemed to be a waiver of voting rights by a voter, and the voting result of the shares held by the voter shall be counted as an "abstention".
12. The lawyer hired by the company will attend the meeting and issue a legal opinion.
13. Shareholders and shareholders' representatives who fail to register for on-site participation at the designated meeting registration time or fail to go through the sign-in procedures on time on the day of the meeting will not be able to participate in the meeting on site. After the start of the meeting, please adjust the mobile phone to silent state, respect and safeguard the legitimate rights and interests of other shareholders, for the interference of the order of the general meeting of shareholders, picking quarrels and provoking troubles and infringing on the legitimate rights and interests of other shareholders, the company has the right to take necessary measures to stop and report to the relevant departments for investigation and punishment. Personal audio and video recordings and photographs are not allowed during the meeting.
14. Shareholders and shareholders' representatives shall bear the expenses incurred in attending the general meeting of shareholders. The Company does not distribute gifts to shareholders and their representatives attending the general meeting of shareholders, and is not responsible for arranging the accommodation of shareholders and their representatives attending the general meeting of shareholders, and treats all shareholders equally.
Meeting agenda
1. Time, place and voting method of the meeting
(1) On-site meeting time: 14:00 on April 18, 2025
(2) Meeting place: No. 330, Wengjiao Road, Haicang Xinyang Industrial Zone, Xiamen City, Fujian Province
(3) The start and end time of online voting: the online voting system of the Shanghai Stock Exchange is adopted, and the transaction is passed
The voting time of the system voting platform is the trading time on the day of the general meeting of shareholders (April 18, 2025).
9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
2. Agenda of the meeting
(1) Participants sign in, and shareholders and shareholders' representatives register
(ii) The presiding officer shall declare the meeting open and report on attendance
(3) Read out the instructions for the general meeting of shareholders
(4) To elect the tellers and scrutineers of the on-site meeting
(5) Matters to be considered by the meeting
1. "Proposal on the 2024 Annual Report of the Board of Directors of the Company"
2. Proposal on the Work Report of the Board of Supervisors of the Company in 2024
3. "Proposal on the Company's 2024 Annual Financial Accounts Report"
4. "Proposal on the Company's 2024 Annual Report and its Summary"
5. "Proposal on the Company's 2024 Profit Distribution Plan"
6. Proposal on the Renewal of the Appointment of an Accounting Firm
(6) The independent directors shall make the 2024 annual report of the independent directors to the general meeting of shareholders
(7) Shareholders and shareholders' representatives at the meeting make speeches and ask questions
(8) Shareholders and shareholders' representatives attending the meeting shall deliberate and vote on the proposal
(9) The on-site meeting is adjourned, and the voting results are counted
(10) At the resumption of the meeting, the presiding officer announces the voting results and the resolution of the general meeting of shareholders
(11) The lawyer reads out the witness opinion of the general meeting of shareholders
(xii) Sign the documents of the Conference
(xiii) The moderator declares the on-site meeting closed
Motion 1
Proposal on the company's 2024 annual report on the work of the board of directors
Dear Shareholders and Shareholders' Representatives,
In 2024, the Board of Directors of the Company strictly abided by the Company Law, the Securities Law, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other relevant laws and regulations, normative documents, as well as the Articles of Association and the Rules of Procedure of the Board of Directors and other corporate systems. The 2024 annual report on the work of the Board of Directors is as follows:
1. Key tasks in 2024
In 2024, the company will achieve operating income of 2.817 billion yuan, a year-on-year increase of 34.13%; Implement attribution
the net profit of shareholders of the municipal company was 828 million yuan, a year-on-year increase of 49%; The net assets attributable to shareholders of listed companies were 2.553 billion yuan, a year-on-year increase of 36.08%, focusing on the following work:
(1) Deepen the clinical cure of hepatitis B and explore better treatment options for the entire population of hepatitis B
During the reporting period, the company continued to make efforts in the field of clinical cure of hepatitis B, helped achieve the goal of "eliminating the public health hazard of viral hepatitis by 2030" proposed by the World Health Organization, and actively promoted the optimization plan for clinical cure of hepatitis B and liver cancer prevention based on the key product peggabine, hoping to help more patients achieve more standardized and scientific diagnosis and treatment. In March 2024, the marketing authorization application for the combination of pegobbin and nucleos(t)ide analogues for the clinical cure of chronic hepatitis B in adults with increased indications was accepted by the NMPA; According to the World Health Organization (WHO) Guidelines for the Prevention, Diagnosis, Care and Treatment of Patients with Chronic Hepatitis B released in March 2024, it is stated that the indications for the treatment of chronic hepatitis B will be expanded and simplified, the available antiviral treatment regimens will be increased, and the indications for antiviral therapy for the prevention of mother-to-child transmission will be expanded. In recent years, the company has continued to participate in and support a series of public welfare or scientific research projects for the clinical cure of hepatitis B and liver cancer prevention, including "Mount Everest", "Oasis", "Unnamed", "Sprout", "Starlight", "Pilot", "Win Lead", "Guangyu" and "Happy Life", and work with Chinese clinical experts to explore better treatment options for the whole population of hepatitis B infection, and help more patients achieve the "gold medal" dream of clinical cure. With the successful development of the project, the series of evidence-based medical evidence generated by the project has further strengthened the opportunity for the whole population of hepatitis B to achieve a higher clinical cure rate and effectively reduce the risk of liver cancer based on pegylated interferon α treatment strategy, and verified the pegylated interference
The therapeutic potential of α in children, pregnant women, postpartum, indefinite, and inactive HBsAg carriers has been presented on international academic platforms such as the Asia-Pacific Association for the Study of Liver Diseases (APASL), the European Association for the Study of the Liver (EASL), and the American Association for the Study of Liver Diseases (AASLD) annual meeting.
(2) Continue to stimulate innovation vitality and accelerate the value transformation of R&D results
The company adheres to the innovative concept of "customer-centric and clinical demand-oriented", continues to deepen its cognition and understanding of the field of disease treatment, and firmly focuses on the field of immunology and metabolism. Through a series of measures such as increasing R&D investment, strengthening team building, optimizing innovative technology platforms, accelerating the clinical promotion of key projects and improving intellectual property protection, we will strive to promote the efficient transformation of R&D results, create a competitive and differentiated product matrix, and strive to provide patients with products and services with real clinical value.
Based on the profound R&D accumulation, the company continues to increase R&D investment and continuously strengthen the construction of innovative talent team, with R&D investment of 342 million yuan in 2024, a year-on-year increase of 22.34%. In addition, focusing on the innovative research and development of recombinant proteins and their long-acting modified drugs, the company has formed core platform technologies such as drug screening and optimization, protein drug production, and polyethylene glycol recombinant protein modification, and has built a full-chain industrialization innovation capability from drug discovery, optimization, pharmaceutical research, preclinical research, clinical research to production and marketing. At the same time, the company attaches great importance to the protection of intellectual property rights, actively carries out patent layout, and forms an independent intellectual property system with competitiveness and commercial value in the field of major disease prevention and treatment and immune-related cytokine drug research and development. As of the end of the reporting period, the company has submitted a total of 19 invention patent applications, obtained 16 invention patent authorizations, and core technology patents cover dozens of countries and regions such as China, the United States, and Europe. The company accelerates the construction of infrastructure and accelerates the construction of the R&D complex, which is equipped with advanced experimental equipment, which provides strong hardware support for future R&D and innovation.
The company continues to steadily advance a number of research projects through independent innovation and external cooperation: In January 2024,
The company's self-developed drug registration and marketing authorization application for Yipei growth hormone injection (application classification: therapeutic biological products class 1, trade name: Yipeisheng) was accepted by the State Food and Drug Administration; The Y-type polyethylene glycol recombinant human erythropoietin (YPEG-EPO) project is preparing for the phase III clinical study; In July 2024, the new indication of "essential thrombocythemia" was approved by the NMPA. In January 2025, the new indication of "suitable for reducing the incidence of preeclampsia" was approved by the NMPA for drug clinical trials; AK0706, human interferon α2b spray, ACT500 project are in phase I clinical study; The ACT50, ACT60, and ACT300 programs are conducting pharmaceutical and preclinical studies. In addition, the company continues to open up and cooperate with the outside world, and actively expands its product pipeline in the field of liver disease prevention and treatment:
In May 2023, the company signed a research collaboration agreement with Aligos Therapeutics, Inc. on nucleic acid technologies for the treatment of hepatitis
Development Agreement to obtain from Aligos an exclusive option to develop and commercialize the nucleic acid technology in the China region for a fee; In December 2023, the Company signed an Exclusive License Agreement with Alphamab Alphamab Suzhou to obtain the exclusive license rights of Alphamab Alphamab Suzhou Alphamab Authorized Products in the field of non-alcoholic fatty liver disease (NAD) for a fee
KN069 selected as the first licensed product in July 2024; In September 2024, it signed a "Technology" agreement with Fujiji Pharmaceutical
Licensing and Development Cooperation Agreement", which obtained Fujiji Pharmaceutical's NM6606 and related intellectual property rights for the development of monotherapy products for the treatment of liver fat metabolism and liver fibrosis-related diseases.
(3) Consolidate the foundation, improve efficiency, and drive the sustainable development of enterprise operation
During the reporting period, the company continued to deepen the development of its main business, and provided support for the sustainable operation of the company by strengthening strategic management, improving organizational efficiency and improving risk prevention and control mechanisms.
At the level of strategic management, the company continuously strengthens strategic management, improves market adaptability, ensures strategic focus in a complex and changeable market environment, and leads the company to move forward steadily. At the same time, the company actively promotes process construction, continuously optimizes the process structure in combination with its own practice, precipitates and refines best practices, so as to improve the process management ability of cadres and the overall operation efficiency of the organization, and gradually build an efficient and process-oriented organizational system.
In terms of organizational effectiveness, the company continues to enhance organizational capabilities and departmental collaboration efficiency to ensure that the company can quickly adapt to and meet the needs of business development. To this end, the company has accelerated the construction of smart parks and digital intelligence projects, strengthened IT infrastructure and information security system, and provided a solid guarantee for the smooth operation of business systems and data security. The company has introduced a digital management platform based on business scenarios to promote smooth connection and efficient collaboration between R&D, production, quality, finance, sales and marketing departments. At the same time, the company has continuously strengthened supply chain management, improved procurement and supplier management strategies, and optimized the supplier relationship management system (SRM), aiming to achieve effective cost control and ecological win-win. In terms of key materials and equipment, the company actively promotes the research of domestic substitution, strives to achieve the stability and competitiveness of the supply chain, and provides a solid guarantee for the sustainable development of the enterprise.
In terms of risk prevention and control, the company attaches great importance to the cultivation of risk and compliance awareness of all employees, focuses on key areas such as safety, information and compliance risks, and carefully plans and organizes a series of risk prevention publicity and education programs, including safety production month activities, safety knowledge competitions, fire and earthquake safety emergency drills, trade secret and intellectual property protection lectures, compliance training and information security training, etc., to improve employees' awareness and response ability to various risks. At the same time, the company closely combines the characteristics of the industry and the actual operation situation, continuously improves the compliance management system and risk management system, optimizes risk prevention measures by refining the risk identification, monitoring, response and evaluation mechanism, comprehensively improves the risk response ability, and builds a protective barrier for the company's steady development.
2. The daily work of the board of directors
During the reporting period, the company's governance work was carried out in an orderly manner. All directors of the company perform their duties faithfully and diligently, the general meeting of shareholders and the board of directors operate in a standardized manner, and all resolutions are effectively implemented; The special committees of the board of directors operate in accordance with the law, which effectively enhances the scientific nature of the company's decision-making. The independent directors actively put forward suggestions and played an active role in improving the company's supervision mechanism and safeguarding the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
(1) The general election of the board of directors
During the reporting period, the company completed the change of the board of directors after the deliberation of the company's first extraordinary general meeting of shareholders in 2024
Elections. The ninth board of directors of the company is composed of 9 directors (including 3 independent directors), whose qualifications and number of personnel are in line with the relevant requirements of relevant laws and regulations, normative documents and the articles of association, and the election and appointment procedures are legal and compliant, and there is no harm to the interests of the company and shareholders, especially small and medium-sized shareholders.
(2) The convening of the board of directors and the implementation of resolutions
In FY2024, all directors will fulfill their duties and work closely with each other in a conscientious, responsible, diligent and conscientious manner
Note: The company provides constructive opinions and suggestions for the development of the company from a professional perspective on major matters such as operation management and business development, and ensures that the board of directors makes scientific and efficient decisions, and the procedures are legal and compliant, and there is no act of exercising the authority authorized by the general meeting of shareholders, nor interfering with the operation of the board of supervisors and the operation and management of the board of supervisors.
At the same time, the Board of Directors revised the Articles of Association, the Rules of Procedure of the Board of Directors, the Implementation Rules of the Audit Committee of the Board of Directors, the Implementation Rules of the Nomination Committee of the Board of Directors, the Implementation Rules of the Remuneration and Assessment Committee of the Board of Directors, and the Implementation Rules of the Strategy Committee of the Board of Directors in accordance with the actual situation of the Company and relevant regulations, so as to further optimize and improve the corporate governance structure, standardize the operation of the Board of Directors and the functions of each committee, and effectively improve the efficiency and quality of decision-making.
In 2024, the Board of Directors held a total of 8 meetings, attended by all directors in person, to review the periodic report,
The proposals, convening, deliberation and voting procedures of the previous meetings are in accordance with the relevant requirements of the Company Law and the Articles of Association. The Board of Directors convened two general meetings of shareholders, and the Board of Directors fully implemented the relevant resolutions of the General Meeting of Shareholders in strict accordance with the authorization of the General Meeting of Shareholders in an attitude of responsibility to all shareholders, so as to promote the continuous improvement of the company's governance level and healthy development.
(3) The performance of duties by special committees
The Board of Directors of the Company has set up a Strategy Committee, an Audit Committee, a Nomination Committee, and a Remuneration and Appraisal Committee
There will be 4 special committees. During the reporting period, the members of the special committees attended the relevant meetings on time in accordance with the requirements of various rules and regulations, and the special committees of the board of directors of the company held a total of 12 meetings and deliberated and passed 30 proposals. Each professional committee performs its own duties and gives full play to its advantages, providing good support for the decision-making of the board of directors, providing valuable suggestions for the company's operation and operation, strategic investment, financial audit and other major matters, and promoting the board of directors to continuously improve the level of scientific decision-making, as follows:
During the reporting period, the Audit Committee held a total of 5 meetings to report regularly on the Company's internal control system
The implementation of the implementation, the renewal of the appointment of the accounting firm and other matters were carefully discussed and deliberated, giving full play to professional skills, ensuring the standardization of the company's operation and the scientificity of the relevant resolutions of the board of directors;
During the reporting period, the Remuneration and Appraisal Committee held three meetings to review the company's senior management
Remuneration plan, equity incentive plan and other matters provide reasonable guidance and suggestions for the company's human resource management and incentive mechanism;
During the reporting period, the nomination committee held two meetings in strict accordance with the Company Law and the China Securities Regulatory Commission
The regulatory rules, the Articles of Association and the Implementation Rules of the Nomination Committee of the Board of Directors carry out the nomination of candidates for the general election, carefully review the candidates' information and work experience, and submit the proposal to the board of directors for deliberation;
During the reporting period, the strategy committee held a total of 2 meetings to make a public review of the company's industry characteristics
The company's business status, development prospects, risks and opportunities in the industry have an in-depth understanding, and put forward valuable suggestions on major matters such as the formulation of the company's strategic planning. At the same time, in order to effectively improve the company's environmental, social and corporate governance (ESG) management capabilities and improve the company's ESG governance organizational structure and working mechanism, the strategy committee of the board of directors has added ESG-related responsibilities and continuously supervised and evaluated the progress and effectiveness of the company's ESG work during the reporting period, so as to help enhance the company's long-term competitiveness and value creation capabilities.
(4) The performance of duties by independent directors
In 2024, independent directors will strictly comply with the Measures for the Administration of Independent Directors of Listed Companies and other relevant laws and regulations
In accordance with the requirements of the Articles of Association, in line with the principles of objectivity, impartiality and independence, perform duties in good faith and diligence, pay full attention to the company's development status, maintain full communication with the company's management, keep abreast of the company's production and operation, standardized operation, financial status and other important matters, and use their own professional knowledge and practice experience to put forward reasonable suggestions to the company. During the reporting period, the independent directors attended the board of directors and the general meeting of shareholders in person, carefully reviewed the proposals and related materials of the board of directors and voted prudently, gave full play to the supervision and guidance role of independent directors, promoted the objectivity and standardization of the board of directors' decision-making, and continued to promote the continuous improvement of the corporate governance system.
(5) Information disclosure and investor relations management
In 2024, the Board of Directors of the Company will strictly comply with the relevant laws, regulations and normative documents, as well as the Company
The Articles of Association provide for true, accurate and complete disclosure of the company's financial reports, major events and other information, continuously strengthen the management and supervision of information disclosure, improve the quality and transparency of information disclosure, and enhance the company's market credibility; At the same time, the company actively practices the concept of ESG, and released the "2023 Environmental, Social and Corporate Governance (ESG) Report of the Company for the first time during the reporting period", which was selected as the 2024 Best Practice for Sustainable Development of Listed Companies by the China Association of Public Companies.
During the reporting period, the company paid attention to communication and exchanges with investors, carried out investor relations management through multiple channels, platforms and methods, communicated with investors, understood the needs and opinions of investors in a timely manner, answered investors' questions, and enhanced investors' confidence and trust in the company.
3. Work plan for 2025
On the one hand, the company will continue to deepen the field of clinical cure of hepatitis B, explore the optimization plan of long-acting interferon-based clinical cure of hepatitis B and liver cancer prevention, and help more patients achieve more standardized and scientific diagnosis and treatment; On the other hand, focusing on unmet clinical needs, we will strengthen the differentiated layout of "providing products and services with real clinical value", and continue to broaden the technological moat through independent innovation and open cooperation. In the future, the company will adhere to the customer-centric, comprehensively promote various key businesses, and promote the development scale of the enterprise to a new level.
In terms of R&D and innovation, the company is committed to deepening the field of immunology and metabolic therapy, focusing on solving actual clinical needs, continuing to maintain a high level of R&D investment, and steadily promoting the clinical progress of key R&D projects. In 2025, the company will continue to deepen the innovative R&D and application of new drugs, further improve the R&D system from pharmacy, toxicology, clinical, translational medicine, registration, production, quality to market synergy, and gradually improve the comprehensive capabilities of the R&D team in high-value R&D projects.
In terms of production quality, the company strictly follows the product registration procedures and GMP quality management system for production
Implement refined control in the whole process, reasonably control product safety stock, and ensure product supply. At the same time, the company will strictly follow the technical guidelines for the research on pharmaceutical changes of listed biological products, promote the technology transfer and production process scale-up research in the production workshop of long-acting protein drugs, and continue to improve production efficiency. Through the collaborative promotion of production and quality, technological innovation and process optimization are realized, and the core competitiveness of the enterprise is continuously improved.
In terms of market application, the company will continue to be customer-centric and continue to deepen the field of clinical cure of hepatitis B.
Strengthen the core competitiveness of Paigebin and provide better treatment options for the whole population of hepatitis B infection, including continuing to promote the research and development progress of clinical cure of chronic hepatitis B, continuing to support public welfare or scientific research projects on clinical cure of hepatitis B and liver cancer prevention, and continuously accumulating evidence-based medical evidence on the clinical cure of different types of hepatitis B patients; At the same time, we will continue to build a brand image of professional medical promotion services, and continue to disseminate professional knowledge in the fields of immune-related cytokines, tumor treatment, and clinical cure of hepatitis B by building a platform and bridge for academic communication, so that the products can establish a reliable reputation in the professional field and among patient groups, and promote the products to be widely recognized by the market. In addition, the company will accelerate the pace of expansion in the international market and enhance the overall competitiveness of the company.
Shareholders and their proxies are invited to consider this.
Xiamen Tebao Bioengineering Co., Ltd
board of directors
April 18, 2025
Motion 2
Proposal on the company's 2024 annual work report of the board of supervisors
Dear Shareholders and Shareholders' Representatives,
In 2024, all members of the company's board of supervisors will strictly follow the China Securities Regulatory Commission, the Shanghai Stock Exchange and
The relevant provisions of the Articles of Association, in line with the attitude of being responsible to all shareholders, conscientiously perform the statutory supervision duties, actively carry out supervision and inspection, and comprehensively supervise the company's standardized operation, operation management, financial status, and the performance of directors and senior management personnel, so as to effectively safeguard the legitimate rights and interests of the company and all shareholders, and continue to promote the company to improve the standard operation and governance level. The main work of the Supervisory Board of the Company in 2024 is as follows:
1. The work of the board of supervisors
In 2024, the Board of Supervisors held a total of 6 meetings, at which the following proposals were deliberated and approved:
Serial number Session Name of the proposal
1. Proposal on the company's 2023 annual work report of the board of supervisors
2. Proposal on the company's 2023 annual financial report
3. Proposal on the company's 2023 annual report and its summary
4. Proposal on the company's 2023 profit distribution plan
1 The 10th 5th of the Board of Directors is the proposal on the renewal of the appointment of the accounting firm
Second meeting 6, on the company's 2023 internal control evaluation report
7. On the deposit and actual use of the company's raised funds in 2023
report of the motion
8. Proposal on using part of the idle own funds for cash management
The 8th Prison
2 Tenth Proposal of the Board of Directors on the Company's First Quarter Report for 2024
Three meetings
1. Proposal on the company's 2024 semi-annual report and its summary
2. On the deposit and actual use of the company's raised funds in the first half of 2024
3 Motions of the 10th Special Report of the Board of Directors
Fourth meeting 3, on the extension of part of the raised funds investment project proposal
4. About the company's "2024 Restricted Stock Incentive Plan (Draft)" and its "2024 Restricted Stock Incentive Plan".
Summary of the motion
5. Regarding the company's "2024 Restricted Stock Incentive Plan Implementation Assessment Management Office".
Act
6. Regarding the verification of the company's "2024 Restricted Stock Incentive Plan for the First Time".
List of Incentive Recipients".
7. Proposal on nominating candidates for non-employee representative supervisors of the ninth board of supervisors of the company
table
The 9th Prison
4 The first meeting of the board of directors on the election of the chairman of the ninth board of supervisors of the company
Meetings
1. On adjusting the company's 2024 restricted stock incentive plan
5. The second motion of the council
Meeting 2, on the first grant to the incentive recipients of the 2024 restricted stock incentive plan
Restricted Stock Motion
The 9th Prison
6 Third Session of the Board of Directors on the Company's 2024 Third Quarter Report
Meetings
2. The supervisory opinions of the Board of Supervisors on the relevant matters of the Company in 2024
(1) The operation of the company in accordance with the law
During the reporting period, the Board of Supervisors of the Company strictly followed the provisions of the Company Law, the Securities Law and other relevant laws and regulations and the Articles of Association, scrupulously abided by its supervisory duties, earnestly performed its statutory duties, and supervised and reviewed the compliance of the meeting procedures of the general meeting of shareholders and the board of directors, the establishment and implementation of the internal control system, and the performance of duties by the members of the board of directors and senior management.
The Board of Supervisors believes that the company has established a relatively complete internal control system and operates in strict accordance with the requirements of relevant laws and regulations, and the convening and decision-making procedures of the board of directors and shareholders' meetings strictly follow the requirements of relevant laws and regulations, and the content of relevant resolutions is valid. The directors and senior management are diligent and conscientious, and have not found any violations of laws and regulations and the Articles of Association such as abuse of power, damage to the interests of shareholders and employees.
(2) The company's financial status
During the reporting period, the Board of Supervisors carried out detailed supervision and verification of the company's financial status, financial management and financial disclosure information throughout the year in an attitude of being responsible to all shareholders.
The Board of Supervisors believes that the Company has established a relatively complete financial management system, standardized financial operations, strictly follows the national accounting standards and industry regulatory requirements, and the financial reports truly and objectively reflect the Company's financial status and operating results, and there are no false records, misleading statements or major omissions. Rong Cheng Accountants
The audit report of the firm (special general partnership) on the standard unqualified opinion issued by the company is objective, true and accurate.
(3) Opinions on the company's internal control
During the reporting period, the board of supervisors reviewed the construction and operation of the company's internal control system, and the board of supervisors believed that the company has established a relatively complete internal control system, which meets the needs of relevant national laws and regulations and the company's actual operation and management, and has a good risk prevention and control role in all aspects of operation and management, providing a strong guarantee for the company's steady development, and the internal control evaluation report objectively reflects the operation of the internal control system.
(4) Opinions on the deposit and use of raised funds
During the reporting period, the Board of Supervisors verified the deposit and use of the company's raised funds, and the Board of Supervisors believed that the management and use of the company's raised funds were strictly implemented in accordance with the provisions of relevant laws and regulations, and there was no disguised change in the use of raised funds and damage to the interests of shareholders, and there was no illegal use of raised funds.
(5) Opinions on the preparation of the company's periodic reports
During the reporting period, the Board of Supervisors carefully reviewed the Company's periodic reports and believed that the preparation and review procedures of the reports were in accordance with relevant laws and regulations and the Articles of Association, and that the content of the reports truely, accurately and completely reflected the actual operation of the Company, and did not contain any false records, misleading statements or material omissions.
(6) Opinions on the management of insiders of the company's inside information
During the reporting period, the Board of Supervisors supervised the implementation of the company's insider registration system. The Board of Supervisors believes that the Company has established and strictly implemented the Registration and Management System for Insiders in accordance with relevant laws and regulations such as the Company Law, the Securities Law, the Administrative Measures for Information Disclosure of Listed Companies, and the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, so as to effectively prevent the leakage of inside information and the use of inside information for trading, and ensure the fairness of information disclosure. During the reporting period, no violations of laws and regulations such as the use of inside information by the company's directors, supervisors, senior managers and other insiders were found to have violated laws and regulations such as using inside information to buy and sell the company's shares.
(7) Opinions on the company's information disclosure
During the reporting period, the company fulfilled its information disclosure obligations in a timely manner in strict accordance with relevant laws and regulations, normative documents and regulatory requirements, and the information disclosure content was true, accurate and complete, and there were no false records, misleading statements or major omissions, which fully protected investors' fair right to know and safeguarded the legitimate rights and interests of all shareholders.
(8) Opinions on the formulation and implementation of cash dividend policies
During the reporting period, the Board of Supervisors inspected the formulation and implementation of the company's cash dividend policy, and the Board of Supervisors believed that the profit distribution plan formulated by the company fully considered the company's profitability, cash flow status, capital demand and business development plan, and would not have a significant impact on the company's operating cash flow, would not affect the company's normal operation and long-term development, and complied with relevant laws and regulations and the provisions of the company's articles of association on profit distribution policy.
(9) Opinions on other work of the company
During the reporting period, the Board of Supervisors paid close attention to the capital occupation of the company's related parties, external guarantees and other matters, and found no damage to the interests of the company and all shareholders.
3. Work plan for 2025
In 2025, the Supervisory Board of the Company will continue to faithfully and diligently perform its duties and strengthen its supervisory functions.
Supervise the implementation of the resolutions of the board of directors and the general meeting of shareholders, continue to pay attention to the construction of the company's internal control system, urge the company to further improve the corporate governance structure, improve the level of governance, and effectively safeguard and protect the legitimate interests of the company and all shareholders.
Shareholders and their proxies are invited to consider this.
Xiamen Tebao Bioengineering Co., Ltd
Supervisory board
April 18, 2025
Motion 3
Proposal on the company's 2024 annual financial report
Dear Shareholders and Shareholders' Representatives,
The company's 2024 annual financial report has been audited by Rongcheng Certified Public Accountants (Special General Partnership), and
A standard unqualified audit report was issued. In accordance with the "Accounting Standards for Business Enterprises" and the "Articles of Association" and other relevant regulations, the company has completed the 2024 annual financial accounts. The final accounts are reported as follows:
1. Basic situation of the company in 2024
In 2024, the company will achieve operating income of 2.817 billion yuan, a year-on-year increase of 34.13%; Implement attribution
the net profit of shareholders of the municipal company was 828 million yuan, a year-on-year increase of 49%; The net assets attributable to shareholders of listed companies were 2.553 billion yuan, a year-on-year increase of 36.08%.
2. Main accounting data and indicators
(1) Main accounting data
Unit: Yuan Currency: RMB
Key Accounting Data 2024 2023 The current period is the same period last year 2022
Increase/decrease (%)
Operating income 2,817,158,242.24 2,100,322,880.68 34.13 1,526,905,123.64
Attributable to listed companies 827,602,233.89 555,449,411.27 49.00 287,019,921.16
Net profit to shareholders
Attributable to listed companies
Shareholders' deductions are not due to 826,964,773.08 579,389,975.10 42.73 333,780,539.17
Net profit from recurring gains and losses
moistening
430,633,178.42 512,100,798.56 -15.91 363,160,688.75 from operating activities
Net cash flow
End of 2024 End of 2023 The end of the period is the same as that of the end of 2022
Period-end change (%)
Attributable to listed companies 2,553,316,291.75 1,876,401,342.72 36.08 1,407,600,331.45
Net worth of shareholders
Total assets 3,050,414,835.58 2,356,087,094.17 29.47 1,769,874,270.87
(2) Main financial indicators
Key Financial Indicators 2024 2023 The current period increased from the same period last year in 2022
Less (%)
Basic earnings per share (RMB/share) 2.03 1.37 48.18 0.71
Diluted earnings per share (RMB/share) 2.03 1.37 48.18 0.71
Basic earnings per share after deducting non-recurring gains and losses were 2.03 1.42 42.96 0.82
Profit (RMB/share)
Weighted average return on equity (%) 37.69 33.98 increased by 3.71 percentage points 22.41
The weighted average net after deducting non-recurring gains and losses was 37.66 35.44, an increase of 2.22 percentage points and 26.06
Return on Assets (%)
Ratio of R&D investment to operating income (%) 12.16 13.33 decreased by 1.17 percentage points 13.59
(3) Explanation of the company's main accounting data and financial indicators at the end of the reporting period
1. During the reporting period, the company's operating income increased by 34.13% year-on-year, mainly due to the clinical development of hepatitis B
With the continuous deepening of cure research, Paigebin has been further recognized by experts and patients as a first-line drug for the antiviral treatment of chronic hepatitis B, and the product continues to be large.
2. During the reporting period, the company's net profit attributable to shareholders of listed companies increased by 49.00% year-on-year
The reason is: the company actively explores the market, and the sales revenue of the key product Paigebin has grown rapidly; At the same time, the company continued to improve the level of operation and management, reduce the overall expense ratio, and improve profitability.
3. During the reporting period, the company's net profit attributable to shareholders of listed companies after deducting non-recurring gains and losses increased by 42.73% year-on-year, mainly due to the increase in the company's operating profit and the increase in government subsidies compared with the same period last year.
4. During the reporting period, the net cash flow generated by the company's operating activities decreased by 15.91% year-on-year
As a result, the company paid more cash related to employee compensation, various taxes and other expenses related to daily business activities.
5. During the reporting period, the company's net assets attributable to shareholders of listed companies increased by 36.08% year-on-year
Cause: an increase in the company's undistributed profits.
6. During the reporting period, the company's total assets increased by 29.47% year-on-year, mainly due to the expansion of the company's revenue scale
large, accounts receivable and inventory increase accordingly; Increase foreign investment, fixed assets, development expenditures and other inputs.
7. During the reporting period, the company's basic earnings per share increased by 48.18% year-on-year, after deducting non-recurring gains and losses
Basic earnings per share increased by 42.96% year-on-year, mainly due to the increase in the company's net profit.
(4) The main business situation during the reporting period
During the reporting period, the company continued to adjust and optimize its business plan, adjusted its marketing strategy in a timely manner according to market conditions, and the sales revenue of its main business products continued to increase, achieving steady growth in net profit.
1. Analysis of changes in relevant accounts of income statement and cash flow statement
Unit: Yuan Currency: RMB
Account Number of the current period Same period of the previous year Percentage of change (%)
Operating income 2,817,158,242.24 2,100,322,880.68 34.13
Operating costs 183,510,989.26 140,054,360.83 31.03
Selling expenses 1,113,261,379.30 848,800,946.38 31.16
Administrative expenses 278,335,096.01 210,309,264.02 32.35
Finance Expenses -2,175,477.46 -4,810,785.96 Not applicable
R&D expenses 294,706,975.17 229,975,116.41 28.15
Net cash flow from operating activities 430,633,178.42 512,100,798.56 -15.91
Net cash flow from investing activities -308,616,803.80 -305,764,584.10 Not applicable
Net cash flow from financing activities -173,016,998.14 -92,909,978.76 Not applicable
Explanation of the reasons for the change in operating costs: During the reporting period, the company's operating income increased, and the operating costs increased accordingly.
Explanation of the reasons for the change in sales expenses: during the reporting period, the company increased the number of employees and employee salaries due to the expansion of the market scale; In addition, the company increases academic promotion efforts according to business development needs to promote the continuous volume of products.
Explanation of the reasons for the change in management expenses: During the reporting period, due to the expansion of the company's business scale, the number of personnel increased accordingly, the remuneration of employees increased, and the equity incentive expenses also increased in the reporting period.
Explanation of the reasons for the change in financial expenses: The company's interest income and foreign exchange gains and losses decreased during the reporting period.
Explanation of the reasons for the change in R&D expenses: During the reporting period, the company's R&D projects were carried out in an orderly manner, and the investment in personnel labor and material costs increased.
The reasons for the change in net cash flow from investment activities are as follows: during the reporting period, the cash received by the company from the recovery of investment increased, the cash paid for the purchase and construction of fixed assets, intangible assets and other long-term assets decreased, and the investment in wealth management products increased.
The reason for the change in net cash flow from financing activities is that the cash paid by the company for the distribution of dividends increased during the reporting period.
2. The main business is divided into industries, products, regions and sales models
Unit: Yuan Currency: RMB
The main business is divided into industries
Gross profit margin, operating income, operating costs, gross profit margin ratio
By Industry Operating Income Cost of Sales (%) Increase over the previous year Increase over the previous year Increase or decrease over the previous year
Less (%) Less (%) (%)
Biologics 2,809,412,829.88 181,636,863.76 93.53 34.26 32.05 increased by 0.10
percentage points
The main business is divided into products
Gross profit margin, operating income, operating costs, gross profit margin ratio
By Product Operating Income Cost of Business (%) Increase over the previous year Increase over the previous year Increase or decrease over the previous year
Less (%) Less (%) (%)
Antiviral drugs 2,446,835,287.67 92,444,458.31 96.22 36.72 15.40 increased by 0.70
percentage points
Blood/Tumor 362,577,542.21 89,192,405.45 75.40 19.71 55.28 Decreased by 5.64
Medication percentage points
The main business is divided into regions
Gross profit margin, operating income, operating costs, gross profit margin ratio
By Region Operating Income Cost of Sales (%) Increase over the previous year Increase over the previous year Increase or decrease over the previous year
Less (%) Less (%) (%)
East China 921,288,565.62 60,566,301.26 93.43 40.13 36.76 increased by 0.17
percentage points
Central China 408,762,971.88 26,531,372.08 93.51 39.29 28.18 increased by 0.56
percentage points
Southwest 448,520,582.26 35,089,545.89 92.18 40.66 93.36 decreased by 2.13
percentage points
South China 306,404,991.40 17,737,223.60 94.21 34.04 10.13 Increase by 1.26
percentage points
Northeast 97,586,465.56 7,985,832.75 91.82 8.64 9.41 decreased by 0.05
percentage points
North China 390,049,699.77 19,079,247.07 95.11 20.69 5.24 Increase by 0.72
percentage points
NW 233,138,454.01 13,310,787.67 94.29 31.58 15.99 Increase 0.77
percentage points
Overseas 3,661,099.38 1,336,553.44 63.49 -8.82 -4.92 Decreased by 1.50
percentage points
The main business is divided into sales models
Gross profit margin, operating income, operating costs, gross profit margin ratio
Sales Model Operating Income Cost of Business (%) Increase over the previous year Increase over the previous year Increase or decrease over the previous year
Less (%) Less (%) (%)
Distribution 2,657,769,307.90 174,853,413.53 93.42 35.52 33.99 Increase by 0.07
percentage points
Direct sales 151,643,521.98 6,783,450.23 95.53 15.40 -3.85 Increase 0.90
percentage points
During the reporting period, with the continuous deepening of clinical cure research on hepatitis B, as a first-line drug for the antiviral treatment of chronic hepatitis B, paigabine was further recognized by experts and patients, and the product continued to increase in volume. During the reporting period, the company's main business products were mainly sold domestically, and overseas sales revenue accounted for only 0.13%.
In China, the circulation and sales of drugs need to be organized and implemented in strict accordance with the "Measures for the Supervision and Administration of Drug Operation and Use Quality". The company's products are sold in China, including distribution mode and direct sales model, mainly in the distribution model, that is, through pharmaceutical distributors with strong coverage capacity and good credit status in the distribution area to the terminal (mainly including medical institutions and retail pharmacies) for drug distribution.
Shareholders and their proxies are invited to consider this.
Xiamen Tebao Bioengineering Co., Ltd
board of directors
April 18, 2025
Motion 4
Motion on the Company's 2024 Annual Report and its Summary
Dear Shareholders and Shareholders' Representatives,
Rongcheng Certified Public Accountants (Special General Partnership) has completed the audit of the company in 2024.
The Company complied with the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Rules for the Preparation of Information Disclosure of Companies Offering Securities to the Public No. 15 - General Provisions on Financial Reporting, and the Standards for the Content and Format of Information Disclosure of Companies Offering Securities to the Public No. 2 - Content and Format of Annual Reports, and completed the preparation of the 2024 annual report and its summary.
On March 27, 2025, the company held the seventh meeting of the ninth board of directors and the ninth session of the board of directors
The fourth meeting of the Board of Directors deliberated and approved the 2024 Annual Report and its summary, which are detailed in the Company's 2025 report
The 2024 Annual Report disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn) on March 28
and 2024 Annual Report Summary.
Shareholders and their proxies are invited to consider this.
Xiamen Tebao Bioengineering Co., Ltd
board of directors
April 18, 2025
Motion 5
Proposal on the company's 2024 profit distribution plan
Dear Shareholders and Shareholders' Representatives,
Audited by Rongcheng Certified Public Accountants (Special General Partnership), the company will be attributable to the parent company in 2024
The net profit of the owners of the company was 827,602,233.89 yuan, of which the net profit of the parent company was 654,045,393.72 yuan. In order to effectively repay investors, on the premise of ensuring the sustainable development of the company, the company proposes a profit distribution plan for 2024 as follows: it intends to distribute a cash dividend of RMB 6.2 (tax included) to all shareholders for every 10 shares based on the total share capital on the record date of the implementation of equity distribution, without converting capital reserve into share capital and giving bonus shares.
As of December 31, 2024, the company's total share capital is 406,800,000 shares, which is calculated as a total proposed distribution
The cash dividend was 252,216,000 yuan (tax included), accounting for 30.48% of the net profit attributable to shareholders of the listed company in the company's consolidated statement for 2024.
If there is a change in the total share capital of the company before the registration date for the implementation of equity distribution, it is planned to maintain the total distribution amount unchanged and adjust the distribution ratio per share accordingly.
On March 27, 2025, the company held the seventh meeting of the ninth board of directors and the ninth session of the board of directors
The fourth meeting of the board of directors deliberated and approved this proposal, and on March 28, 2025, it was published on the Shanghai Stock Exchange
Station (www.sse.com.cn) disclosed the "Announcement on the 2024 Profit Distribution Plan" (Announcement No.: 2025-009)
Shareholders and their proxies are invited to consider this.
Xiamen Tebao Bioengineering Co., Ltd
board of directors
April 18, 2025
Motion 6
Proposal on the renewal of the appointment of the accounting firm
Dear Shareholders and Shareholders' Representatives,
Yung Cheng Accounting Firm (Special General Partnership) (hereinafter referred to as "Rong Cheng") has the business qualifications, rich experience and professionalism to provide audit services for listed companies, adheres to the practice standards of independence, objectivity and impartiality in the company's 2024 audit work, strictly abides by the professional ethics, and issues reports that objectively and truthfully reflect the company's financial status and operating results. In view of this, the company intends to continue to hire Rongcheng as the auditor for 2025 for a period of 1 year, and at the same time propose to the general meeting of shareholders to authorize the chairman of the board of directors or the person authorized by the chairman of the board of directors to comprehensively decide on the audit fees for 2025 according to the annual audit business volume and industry audit fees, and sign relevant agreements with Rongcheng.
On March 27, 2025, the company held the seventh meeting of the ninth board of directors and the ninth session of the board of directors
The fourth meeting of the board of directors deliberated and approved this proposal, and on March 28, 2025, it was published on the Shanghai Stock Exchange
Station (www.sse.com.cn) disclosed the "Announcement on the Renewal of the Appointment of an Accounting Firm" (Announcement No.: 2025-010).
Shareholders and their proxies are invited to consider this.
Xiamen Tebao Bioengineering Co., Ltd
board of directors
April 18, 2025
Ticker Name
Percentage Change
Inclusion Date