证券代码：000504 证券简称：*ST 生物 公告编号：2025-055 南华生物医药股份有限公司 关于召开 2025 年第三次临时股东会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚 假记载、误导性陈述或者重大遗漏。 一、召开会议的基本情况 本次股东会的股权登记日下午收市时在中国结算深圳分公司登记在册的公 司全体普通股股东（含表决权恢复的优先股股东）均有权出席股东会，并可以以 书面形式委托代理人出席会议和参加表决，该股东代理人不必是本公司股东（授 权委托书模板详见附件 2）； （2）公司董事和高级管理人员； （3）公司聘请的律师； （4）根据相关法规应当出席股东会的其他人员。 经南华生物医药股份有限公司（以下简称"公司"）第十二届董事会第三次 会议审议，决定召开2025年第三次临时股东会。 本次股东会会议召开符合《中华人民共和国公司法》《中华人民共和国证券 法》《上市公司股东会规则》等法律、行政法规、部门规章、规范性文件和《公 司章程》的规定。 年9月22日，9:15-9:25，9:30-11:30，13:00-15:00；通过互联网投票系统进行 网络投票的时间为2025年9月2 ...

Meeting Overview - The shareholder meeting of Yifan Pharmaceutical Co., Ltd. was held on September 5, 2025, with both on-site and online voting options available [1][2] - A total of 305 shareholders and representatives participated, representing 523,447,918 shares, which is 43.0329% of the total voting shares [1] Voting Participation - Among the participants, 298 were small investors and authorized representatives, with 24,242,411 shares represented, accounting for 1.9930% of the total voting shares [2] Proposal Voting Results - The following proposals were approved during the meeting: Amendment of Company Articles - The proposal to amend the Articles of Association received 99.9397% approval, with 523,132,518 votes in favor [2] Amendment of Shareholder Meeting Rules - The proposal to amend the Rules of Procedure for Shareholder Meetings was approved with 98.2548% support, totaling 514,312,460 votes [3] Amendment of Board Meeting Rules - The proposal to amend the Rules of Procedure for Board Meetings was approved with 98.2528% support, totaling 514,302,460 votes [4] Amendment of Independent Director Work System - The proposal to amend the Independent Director Work System received 98.2537% approval, with 514,307,160 votes in favor [4] Amendment of Fund Management Measures - The proposal to amend the Fund Management Measures was approved with 98.2552% support, totaling 514,314,660 votes [5] Amendment of Related Party Transaction Decision-Making System - The proposal to amend the Related Party Transaction Decision-Making System received 98.2542% approval, with 514,309,760 votes in favor [6] Amendment of Investment Management System - The proposal to amend the Investment Management System was approved with 98.2539% support, totaling 514,307,960 votes [6] Amendment of Accountant Selection System - The proposal to amend the Accountant Selection System received 98.2544% approval, with 514,310,660 votes in favor [7] Adjustment of Independent Director Allowances - The proposal to adjust the allowances for independent directors was approved with 99.9303% support, totaling 523,083,218 votes [8] Election of Non-Independent Directors - The election of non-independent directors was approved with 97.2691% support, totaling 509,153,070 votes [8] Election of Independent Directors - The election of independent directors received 99.4032% approval, with 520,324,012 votes in favor [9] Legal Opinion - The meeting was witnessed by lawyers from Anhui Tianhe Law Firm, confirming that the meeting's procedures and resolutions complied with relevant laws and regulations [9]

Core Viewpoint - The legal opinion letter from Anhui Tianhe Law Firm confirms that the procedures for the second extraordinary general meeting of Yifan Pharmaceutical Co., Ltd. in 2025 comply with relevant laws and regulations, and the voting results are valid and legal [1][16]. Group 1: Meeting Procedures - The board of directors approved the proposal to convene the second extraordinary general meeting on August 13, 2025 [1]. - The notice for the meeting was published on August 15, 2025, in compliance with the 15-day prior notice requirement [2]. - The meeting will include both on-site and online voting, with specific time slots for each [2]. - The on-site meeting is scheduled for September 5, 2025, at a designated location in Hefei, Anhui Province [2]. Group 2: Attendance and Voting - A total of 305 shareholders and representatives attended the meeting, representing 523,447,918 shares, which is 43.0329% of the total voting shares [3]. - Of the attendees, 8 were present on-site, representing 499,217,507 shares (41.0409%), while 297 participated via online voting, representing 24,230,411 shares (1.9920%) [3]. - The qualifications of all attendees, including shareholders, representatives, and company executives, were verified and deemed compliant with legal requirements [3]. Group 3: Voting Results - The meeting reviewed and voted on several proposals, all of which were consistent with the previously announced agenda [4]. - The voting process combined on-site and online methods, with results announced immediately after the voting period [4]. - The first proposal received 523,132,518 votes in favor, accounting for 99.9397% of the valid votes cast [4]. - The voting results for small investors showed 23,927,011 votes in favor, representing 98.6990% of their valid votes [5]. - Other proposals, including amendments to various internal regulations, also received overwhelming support, with approval rates generally above 98% [6][10][12].

Meeting Overview - The sixth board of directors of the company held its 17th meeting on September 4, 2025, to approve the proposal for the second extraordinary general meeting of shareholders in 2025 [1] - The meeting is scheduled for September 23, 2025, at 14:30 [1] - Shareholders can vote through both on-site and online methods [1][2] Voting Procedures - Shareholders registered by the equity registration date of September 18, 2025, can attend and vote at the meeting [2] - Voting can be conducted via on-site attendance or through the Shenzhen Stock Exchange's online voting system [1][4] - Each shareholder can only choose one voting method for the same share [2] Agenda Items - The agenda includes proposals for the formulation and revision of certain governance systems, with a total of nine sub-proposals [2] - The proposals are non-cumulative voting proposals [2][9] Registration Process - Legal representatives of corporate shareholders must provide specific documentation for registration [3] - Individual shareholders must present their identification and shareholding proof for registration [3] - Remote shareholders can register via mail or fax [3] Online Voting Instructions - The company will provide a platform for online voting through the Shenzhen Stock Exchange [4] - Detailed procedures for online voting are outlined in the attached documents [4][5]

Group 1 - The company, Dongguan Aohai Technology Co., Ltd., announced a share reduction plan by its shareholder, Ji'an Aoyue Enterprise Investment (Limited Partnership), which will reduce its holdings by up to 7,000,000 shares, accounting for 2.57% of the company's total shares [1][2] - The reduction period is set from September 29, 2025, to December 28, 2025, and will be conducted through centralized bidding or block trading [1][2] - The shareholder has committed to comply with relevant regulations and will adjust the number of shares to be reduced in case of any changes in share capital due to stock dividends or capital reserve transfers [1][2] Group 2 - Ji'an Aoyue has made commitments regarding the transfer of shares, stating that it will not transfer or entrust others to manage its shares for 36 months post-listing, and has adhered to this commitment without violations [2][3] - The company will announce its reduction plan three trading days in advance and will comply with the Shenzhen Stock Exchange's regulations regarding share reductions [3][4] - The shareholder's reduction price will not be lower than the initial public offering price, with adjustments made for any corporate actions affecting share price [3][4]

Core Viewpoint - The company plans to acquire 100% equity of Zhejiang Saimeier New Materials Technology Co., Ltd. from its controlling shareholder, Xin Fengming Holding Group Co., Ltd., for a transaction price of RMB 102,374,471.52, which constitutes a related party transaction [1][2][3] Summary by Sections 1. Overview of Related Transactions - The acquisition will reduce the company's reliance on external oil agent suppliers, lower production costs, and enhance operational stability and sustainable profitability [2][3] - The transaction has been approved by the company's board and does not require shareholder approval [1][3] 2. Purpose and Reasons for the Transaction - The acquisition aims to decrease dependence on external suppliers, streamline operations, and improve cost efficiency, aligning with the company's strategic development [3][12] - The expected production capacity of Saimeier's first-phase project is 15,000 tons of textile additives, set to commence by the end of 2025 [3][6] 3. Financial Overview of the Target Company - As of June 30, 2025, Saimeier's total assets are RMB 263,506.30 million, with total liabilities of RMB 233,182.75 million, resulting in net assets of RMB 30,323.55 million [5][8] - The company's revenue for the first half of 2025 is RMB 273,743.81 million, with a net loss of RMB 254.89 million [5][8] 4. Valuation and Pricing of the Transaction - The transaction price of RMB 102,374,471.52 is based on an asset valuation report, reflecting a premium over Saimeier's net assets of RMB 100,007,075.49 [2][9] - The valuation was conducted by a qualified appraisal firm, ensuring the pricing is fair and does not harm the interests of the company or its shareholders [9][10] 5. Impact of the Transaction on the Company - The acquisition is expected to enhance the company's governance structure, increase operational independence, and improve transparency [2][12] - The transaction will significantly reduce daily transactions with related parties, aligning with the company's long-term strategic goals [2][12]

Group 1 - The company held a shareholder meeting on September 5, 2025, with both on-site and online voting options available [1] - A total of 215 shareholders participated, representing 281,265,853 shares, which is 39.0647% of the total voting shares [1] - The meeting's agenda included the election of Ms. Pei Na as a non-independent director, which received significant support from shareholders [2] Group 2 - The voting results showed that 281,080,503 shares approved the election of the new director, accounting for the majority of the votes [2] - Among minority shareholders, 96.7598% voted in favor of the proposal, indicating strong support from this group [2] - The legal opinion confirmed that the meeting's procedures and results complied with relevant laws and the company's articles of association [2][3]

Group 1 - The core viewpoint of the article is that the legal opinion regarding the fourth extraordinary general meeting of shareholders of Guangdong Shunwei Precision Plastic Co., Ltd. confirms that the meeting was convened and conducted in accordance with relevant laws and regulations [1][2][4] Group 2 - The meeting was proposed and convened by the company's board of directors, with the notice published on August 20, 2025, in various financial newspapers and on the official website [1][2] - The meeting took place on September 5, 2025, at 14:30, and the actual time, location, and content matched the announced details [2] - A total of 2 shareholders and representatives attended the meeting, representing 275,784,703 shares, which is 38.3034% of the total voting shares [2] Group 3 - The voting process combined on-site and online voting, with results announced immediately after the voting [3][4] - The total voting results showed that 281,080,503 shares (99.9341%) were in favor, 97,650 shares (0.0347%) were against, and 87,700 shares were abstained [3] - The voting results for minority shareholders indicated that 5,295,800 shares (1.6000%) were in favor [4] Group 4 - The conclusion of the legal opinion states that all aspects of the meeting, including the convening process, qualifications of attendees, and voting procedures, complied with legal and regulatory requirements [4]

Core Points - The meeting of Times Publishing Media Co., Ltd. is scheduled for September 15, 2025, to discuss various proposals including the appointment of an accounting firm and amendments to corporate governance structures [4][6][12] - The company proposes to appoint Tianjian Accounting Firm for the 2025 financial year, with audit fees remaining the same as in 2024 at RMB 2.06 million [5][8] - A profit distribution plan for the first half of 2025 is proposed, with a cash dividend of RMB 0.10 per share, amounting to a total distribution of approximately RMB 67.81 million, representing 32.47% of the net profit [12][11] - The company plans to abolish the supervisory board and related rules, transferring its responsibilities to the audit committee of the board of directors, in compliance with new regulations from the China Securities Regulatory Commission [13][14] Meeting Details - The meeting will be held at the 6th conference room of Times Publishing, located at 1118 Feicui Road, Shushan District, Hefei, Anhui Province [6] - The meeting will utilize both on-site and online voting methods, with specific time slots designated for each [4] Proposals Overview - Proposal 1: Appointment of Tianjian Accounting Firm for auditing services for the fiscal year 2025 [5] - Proposal 2: Distribution of profits for the first half of 2025, with a cash dividend of RMB 0.10 per share [12] - Proposal 3: Abolishment of the supervisory board and related rules, transferring responsibilities to the audit committee [13] - Proposal 4: Amendments to the company’s articles of association to align with new corporate governance regulations [14]

Group 1 - The company announced the resignation of Ms. Wang Jie from her positions as a non-independent director and board secretary due to work adjustments [1][2] - Ms. Wang's resignation does not affect the minimum number of board members required by law, ensuring the normal operation of the board [2] - The board expressed gratitude for Ms. Wang's contributions during her tenure and has appointed Mr. Fan Yongjie, the chief accountant, to temporarily assume the duties of the board secretary until a new appointment is made [2][3] Group 2 - Ms. Wang's resignation is effective immediately upon delivery of her resignation letter to the board [2] - The company will comply with relevant regulations to complete the selection process for a new board secretary promptly [2]