Core Viewpoint - The company, China National Pharmaceutical Group Modern (国药现代), is planning to transfer 51% equity of its subsidiary Shanghai Modern Harsen (商丘) Pharmaceutical Co., Ltd. to optimize resource allocation and improve asset operational efficiency [1] Group 1: Company Actions - The company intends to conduct a public transfer of the subsidiary's equity at the Shanghai United Assets and Equity Exchange [1] - The transaction counterpart is currently unspecified, and no transaction contract has been signed yet [1] - The equity transfer is subject to approval from the higher authority, China National Pharmaceutical Group Co., Ltd. [1] Group 2: Financial Performance - For the period from January to April 2025, Shanghai Modern Harsen reported revenue of 101 million yuan and a net loss of 19.898 million yuan [1]

Core Viewpoint - The approval of Perindopril Indapamide tablets by the National Medical Products Administration enhances the product portfolio of the company in the cardiovascular field and strengthens its market competitiveness [1] Group 1 - The company's wholly-owned subsidiary, China National Pharmaceutical Group Industrial Co., Ltd., received the drug registration certificate for Perindopril Indapamide tablets [1] - The drug is a compound tablet consisting of Perindopril tert-butylamine and Indapamide, intended for the treatment of primary hypertension in adults [1] - The projected sales revenue for Perindopril Indapamide tablets in public medical institutions and urban pharmacies across the country in 2024 is estimated to be 269 million yuan [1] Group 2 - The cumulative research and development investment for this project by the company amounts to approximately 18.568 million yuan [1] - The approval of this drug will enrich the company's formulation product line in the cardiovascular sector [1] - The new product is expected to enhance the company's competitiveness in the market [1]

Group 1 - Hengbang Co., Ltd. plans to establish a joint venture with Huasheng Development with a registered capital of 10 million yuan, where Hengbang will contribute 8 million yuan (80%) and Huasheng will contribute 2 million yuan (20%) [1] - Hunan Gold's subsidiary Anhua Zhazi Creek Smelting Plant will undergo temporary maintenance starting from the end of June 2025, expected to last no more than 30 days [2] - Defu Technology's subsidiary signed supply agreements for lithium battery copper foil products with two leading global companies, with contract durations of 3 years and 5 years respectively [3] Group 2 - Binjiang Group won the rights to two residential land parcels for a total price of 4.368 billion yuan [5] - Zhong'an Technology announced the resignation of its executive vice president and board secretary due to personal reasons [7] - Changqing Technology's project for special polymer materials and electronic materials has officially commenced production, adding a capacity of 120,500 tons per year [10] Group 3 - Gansu Energy received approval from the China Securities Regulatory Commission to publicly issue bonds totaling up to 2 billion yuan [10] - Shuoshi Biology obtained a medical device registration certificate for an in vitro diagnostic reagent, valid until June 2030 [12] - Yawen Co., Ltd. plans to issue shares to specific investors, with the application accepted by the Shenzhen Stock Exchange [13] Group 4 - Guoyao Modern's subsidiary received approval for the listing of a raw material drug, which is a selective anticholinergic agent [16] - Inner Mongolia First Machinery's subsidiary signed a railway freight car procurement contract worth 130 million yuan [18] - Xining Special Steel plans to raise up to 1 billion yuan through a private placement to its controlling shareholder [39] Group 5 - Huadong Medicine's subsidiary received approval for a clinical trial of a new injectable drug targeting advanced solid tumors [29] - Warner Pharmaceutical's compound potassium hydrogen phosphate injection passed the consistency evaluation for generic drugs [30] - North Special Technology plans to raise up to 300 million yuan through a private placement for a production base project in Thailand [30] Group 6 - Xiangyang Technology is the first candidate for a 533 million yuan Airbus project [45] - Haishun New Materials intends to acquire 100% of Guangdong Zhengyi Packaging [46] - Jida Zhengyuan's shareholder plans to reduce their stake by up to 0.73% due to personal financial needs [47]

证券代码：600420 证券简称：国药现代 公告编号：2025-053 上海现代制药股份有限公司 关于全资子公司获得化学原料药上市申请批准通知书 的公告 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、准确性和完整性承担法律责任。 近日，上海现代制药股份有限公司（以下简称公司）全资子公司国药集团工 业有限公司（以下简称国药工业）收到国家药品监督管理局核准签发的《化学原 料药上市申请批准通知书》，批准原料药盐酸戊乙奎醚上市申请，现将相关情况 公告如下： 一、化学原料药基本信息 化学原料药名称：盐酸戊乙奎醚 登记号：Y20230001255 通知书编号：2025YS00511 化学原料药注册标准编号：YBY65962025 包装规格：0.1kg/袋，0.2kg/袋，0.5kg/袋，1kg/袋 生产企业：国药集团工业有限公司廊坊分公司 企业地址：廊坊经济技术开发区创业路 申请事项：境内生产化学原料药上市申请 审批结论：根据《中华人民共和国药品管理法》及有关规定，经审查，本品 符合药品注册的有关要求，批准注册。 二、药品研发及市场情况 盐酸戊乙奎醚为选择性抗胆碱药 ...

Core Viewpoint - The company, China National Pharmaceutical Group Modern (600420), has received approval from the National Medical Products Administration for the marketing application of the raw material drug, Pentazocine Hydrochloride, which is widely used for pre-anesthetic medication and emergency treatment of organophosphate poisoning [1] Group 1 - The approval allows the company to market Pentazocine Hydrochloride, expanding its product offerings in the pharmaceutical sector [1] - The total research and development investment for this project amounts to approximately RMB 4.805 million [1] - The current approval is not expected to have a significant impact on the company's operating performance for the period [1]

General Provisions - The purpose of the articles of association is to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior according to relevant laws [1][3] - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations, with a registered capital of RMB 1,341,172,692 [2][10] - The company was approved for its initial public offering of 33,000,000 shares on June 16, 2004, and is listed on the Shanghai Stock Exchange [1][3] Business Objectives and Scope - The company's business objective is to utilize advanced scientific technology to continuously develop and produce new pharmaceutical products and processes, aiming to become a technology enterprise with significant economic benefits [4] - The registered business scope includes the manufacturing of pharmaceuticals and health products, sales of pharmaceuticals and medical devices, and various technology development and consulting services [4][5] Party Committee - The company has established a Communist Party organization to conduct party activities, providing necessary conditions for such activities [5] - The Party Committee is responsible for leading the company’s political construction and ensuring the implementation of major decisions from the Party [5][6] Share Issuance - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice, with equal rights for each share of the same category [6][7] - The total number of ordinary shares approved for issuance at the company's establishment was 54,191,940 shares, with specific contributions from founding entities [7][10] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [15][16] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [20][21] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [57][58] - Shareholder meetings must be convened in accordance with legal procedures, and shareholders holding more than 10% of shares can request extraordinary meetings [61][63] Decision-Making and Voting - Major decisions, including capital increases, mergers, and significant transactions, require approval from the shareholder meeting [53][54][56] - Voting procedures must be transparent, and shareholders can appoint proxies to attend and vote on their behalf [75][76]

Core Points - The document outlines the governance structure and responsibilities of independent directors at Shanghai Modern Pharmaceutical Co., Ltd, aiming to protect minority shareholders' rights and ensure the company's proper operation [2][3][19] Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions in the company and have no direct or indirect interests that could affect their independent judgment [2][3] - They are obligated to act in good faith and diligence towards the company and all shareholders, participating in decision-making, supervision, and providing professional advice [2][3][4] Group 2: Qualifications and Independence of Independent Directors - Candidates for independent directors must have basic knowledge of listed company operations and at least five years of relevant work experience in law, economics, finance, or management [3][5] - Specific disqualifications for independent directors include holding significant shares in the company or being related to major shareholders, among other criteria [3][4][6] Group 3: Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares, and the election must be conducted at a shareholders' meeting [5][6][7] - The proportion of independent directors on the board must not be less than one-third, including at least one accounting professional [5][6] Group 4: Duties and Powers of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing objective advice to enhance decision-making [21][22] - They have the authority to independently hire external advisors, propose meetings, and publicly solicit shareholder opinions [22][23] Group 5: Reporting and Communication - Independent directors must submit annual reports detailing their attendance at meetings, participation in committees, and communication with minority shareholders [34][35] - They are required to maintain communication with the company and ensure transparency in their activities and findings [12][13][14] Group 6: Compensation and Insurance - The company is required to provide appropriate compensation to independent directors, which must be disclosed in the annual report [50] - A liability insurance system may be established to protect independent directors from risks associated with their duties, excluding liabilities arising from legal violations [51]

General Provisions - The company aims to improve its governance system and protect the interests of minority shareholders through the implementation of a cumulative voting system [2][3] - The cumulative voting system allows shareholders to allocate their voting rights based on the number of directors to be elected, enabling them to concentrate votes on one candidate or distribute them among several [3] Director Election and Voting - The cumulative voting system must be clearly stated in the notice of the shareholders' meeting, and the board must provide suitable ballots for this voting method [4] - Independent and non-independent directors are elected through separate voting processes, with specific calculations for the number of votes based on the number of candidates [4][5] - The total votes for each shareholder are calculated based on their voting rights multiplied by the number of directors to be elected [4] Election of Directors - The election results are determined by the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights present at the meeting [5] - In case of a tie in votes among candidates, a second round of voting is required to determine the elected directors [5] - If the number of elected directors is less than required, a second round of voting will be held, and if that fails, another shareholders' meeting will be convened within two months to fill the vacancies [5] Supplementary Provisions - The rules specify that terms such as "more than" and "less than" do not include the specified number, while "above" includes the number [6] - In case of conflict between these rules and national laws or the company's articles of association, the latter will prevail [6] - The board of directors is responsible for interpreting and revising these rules, which will take effect after approval by the shareholders' meeting [6]

上海现代制药股份有限公司 累积投票制实施细则 （2025 年 6 月 26 日经 2024 年年度股东大会审议修订) 第一章 总则 第一条 为进一步完善上海现代制药股份有限公司（以下简称公司）治理制 度，维护公司中小股东的利益，保证累积投票制度的有效实施，根据《中华人民 共和国公司法》（以下简称《公司法》）、《上市公司治理准则》《上市公司章程指 引》《上市公司股东会规则》和《上海现代制药股份有限公司章程》（以下简称《公 司章程》）等法律法规、规范性文件及公司治理文件的有关规定，制定本实施细 则。 第二条 本实施细则所指的累积投票制是指公司股东会选举董事时，股东所 持的每一有效表决权股份拥有与该次股东会应选董事总人数相等的投票权，股东 拥有的投票权等于该股东持有股份数与应选董事总人数的乘积。股东既可以用所 有的投票权集中投票选举一位候选董事，也可以将投票权分散行使、投票给数位 候选董事，最后按得票多少依次决定当选董事。 第三条 公司股东会选举两名以上非独立董事或独立董事时，应当采用累积 投票制。公司股东会仅选举一名非独立董事或独立董事时，不适用累积投票制。 第四条 通过累积投票制选举董事时，可以实行等额选举，即 ...

上海现代制药股份有限公司 章 程 2025 年 6 月 | | | | | | | | | 上海现代制药股份有限公司 章程 第一章 总则 第一条 为维护上海现代制药股份有限公司（以下简称公司或本公司）、股东、 职工和债权人的合法权益，规范公司的组织和行为，根据《中华人民共和国公司 法》（以下简称《公司法》）、《中华人民共和国证券法》（以下简称《证券法》）、 《中国共产党章程》（以下简称《党章》）和其他有关规定，制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司。 公司经原国家经济贸易委员会国经贸企改[2000]1139 号文批准，由上海现代 制药有限公司整体变更并以发起设立方式设立；在上海市工商行政管理局注册登 记，取得营业执照，统一社会信用代码为：91310000630459924R。 第三条 公司于 2004 年 5 月 26 日经中国证券监督管理委员会（以下简称中国 证监会）核准，首次向社会公众发行人民币普通股 33,000,000 股，于 2004 年 6 月 16 日在上海证券交易所上市。 第四条 公司注册名称：上海现代制药股份有限公司（英文全称：Shanghai Shynd ...