Group 1 - The core point of the article highlights that Lianhuan Pharmaceutical's shareholder count decreased to 30,095 as of June 30, 2025, representing a reduction of 218 shareholders or 0.72% compared to March 31, 2025 [1][2] - The average shareholding value per shareholder for Lianhuan Pharmaceutical is 95,100 yuan, which is below the industry average of 394,700 yuan for A-share listed companies in the chemical pharmaceutical sector [1][2] - The stock price of Lianhuan Pharmaceutical increased by 2.51% from March 31, 2025, to June 30, 2025, despite the decrease in shareholder count [1][2] Group 2 - From March 31, 2025, to June 30, 2025, the net outflow of main funds for Lianhuan Pharmaceutical was 74.91 million yuan, while retail investors saw a net inflow of 88.67 million yuan [2] - The average number of shares held per shareholder increased from 9,416.96 shares on March 31, 2025, to 9,485.17 shares on June 30, 2025 [2] - The overall trend in shareholder count shows fluctuations, with a notable increase of 3,244 shareholders from December 31, 2024, to March 31, 2025, followed by a decrease in the subsequent quarter [2]

Core Points - The Chinese government emphasizes that modernity is fundamentally linked to public health, with a focus on affordable and essential medications for the population [1] - The market regulatory authorities have intensified anti-monopoly enforcement in the pharmaceutical sector, resulting in significant price reductions for essential drugs [2][3] - Recent anti-monopoly cases have restored market competition and reduced both patient medication costs and insurance expenditures [3][4] Summary by Sections Anti-Monopoly Enforcement - The market regulatory authorities have taken strong actions against pharmaceutical monopolies, with penalties totaling 6.23 billion yuan in the first half of the year [4] - Specific cases include the price manipulation of dexamethasone phosphate sodium, where the price surged from 8,000 yuan per kilogram to 13,000 yuan, leading to a 282-fold increase in the injection price [2][3] - The authorities have implemented a "punishment to individuals" approach, holding both companies and responsible individuals accountable for anti-competitive practices [5] Market Impact - The crackdown on monopolistic practices has led to a nearly 94% price reduction for dexamethasone phosphate sodium injection, from 7.2 yuan to 0.45 yuan [2][3] - The enforcement actions have also addressed other critical drugs, ensuring their availability and affordability for patients [3][4] Regulatory Framework - The market regulatory authorities are developing clearer anti-monopoly guidelines for the pharmaceutical sector, with a focus on enhancing compliance and preventing future violations [6][7] - The shift from punitive measures to proactive compliance strategies aims to foster a competitive environment that benefits public health [6][7] Industry Response - Pharmaceutical companies are increasingly recognizing the importance of compliance with anti-monopoly regulations as essential for their survival and competitiveness [7] - Training programs are being implemented to enhance awareness and understanding of anti-monopoly laws among industry professionals [7]

Core Points - The document outlines the rules for the board of directors of Jiangsu Lianhuan Pharmaceutical Co., Ltd., aiming to standardize meeting procedures and decision-making processes [2][3][19] Group 1: Board Structure and Meetings - The board consists of 9 directors, including 3 independent directors and 1 employee representative, with the chairman and vice-chairman also included [3][4] - Regular meetings must be held at least twice a year, while special meetings can be called under specific circumstances [4][5] - The board secretary is responsible for daily affairs and must ensure that meeting notifications are sent out in a timely manner [3][9] Group 2: Meeting Procedures - Meeting notifications for regular and special meetings must be sent out 10 days and 5 days in advance, respectively [9][10] - A quorum requires the presence of more than half of the directors, and the meeting can be conducted in person or through electronic means [11][14] - Decisions require a majority vote from the directors present, with specific rules for abstentions and conflicts of interest [19][15] Group 3: Documentation and Record-Keeping - The board secretary must maintain detailed records of meetings, including attendance, proposals, and voting results [25][27] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [17][18] - All meeting documentation must be preserved for at least ten years [30]

Core Points - The document outlines the system for appointing directors, supervisors, and senior executives in subsidiaries of Jiangsu Lianhuan Pharmaceutical Co., Ltd to strengthen management and protect the interests of the parent company [1][2] - The system is established in accordance with relevant laws, regulations, and internal control norms [1] Group 1: General Provisions - The system aims to enhance the management and control of subsidiaries by the parent company [1] - It defines the roles of appointed directors, supervisors, and senior executives as representatives of the parent company in subsidiaries [1] - The subsidiaries referred to include wholly-owned and controlled subsidiaries of the parent company [1] Group 2: Qualifications for Appointed Personnel - Appointed personnel must meet the qualifications set forth in the Company Law and the parent company's articles of association [2] - They should possess professional qualifications and experience of at least two years in similar positions [2] - Health and energy levels sufficient to fulfill their duties are also required [2] Group 3: Appointment and Dismissal Procedures - The appointment and dismissal procedures must comply with the collective decision-making system of the company [3] - The parent company's general manager, in collaboration with the HR department, recommends candidates for appointment [3] - The parent company may also utilize public recruitment to identify candidates for these positions [3] Group 4: Performance Evaluation and Compensation - The HR department of the parent company is responsible for evaluating the performance of appointed personnel [4] - Annual performance reports must be submitted by the appointed personnel to the HR department [4] - Compensation is linked to performance evaluations, with proposals submitted for approval by the parent company's management [4] Group 5: Legal Compliance and Responsibilities - Appointed personnel are required to comply with the Company Law and other relevant regulations [5] - The parent company retains the right to seek compensation for losses caused by negligence or misconduct of appointed personnel [5] - The system also applies to the appointment of personnel in affiliated subsidiaries, subject to actual circumstances [5]

Core Viewpoint - The management measures for the use of raised funds by Jiangsu Lianhuan Pharmaceutical Co., Ltd. aim to standardize the usage and management of raised funds, enhance their effectiveness, and protect investors' rights [1]. Group 1: General Principles - The purpose of the management measures is to regulate the use and management of raised funds, improve their effectiveness, and protect investors' rights based on relevant laws and regulations [1]. - The term "raised funds" refers to funds raised through public and non-public securities issuance, excluding funds raised for equity incentive plans [1]. - "Excess raised funds" refers to the portion of actual net raised funds that exceeds the planned amount [1]. Group 2: Fund Storage - Raised funds must be stored in a special account approved by the board of directors, and cannot be used for non-raised fund purposes [4]. - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [4][5]. - The agreement must include details such as the account number, project details, and monthly bank statements [5]. Group 3: Fund Usage - The company must adhere to specific requirements when using raised funds, including clear regulations on application, approval, and disclosure procedures [11]. - Funds should primarily be used for main business operations and cannot be used for financial investments or to benefit related parties improperly [13]. - Any changes in the use of raised funds must be approved by the board and disclosed to shareholders [24][25]. Group 4: Supervision and Reporting - The company must maintain accurate records of fund usage and undergo quarterly internal audits [16]. - The board is required to conduct a comprehensive review of project progress and fund usage every six months, issuing a special report [32]. - Independent directors and the audit committee must continuously monitor the management and usage of raised funds [33]. Group 5: Excess Funds Management - Excess funds can be used for permanent working capital or repaying bank loans, with specific limits on the amount used [10][11]. - Any use of excess funds must be approved by the board and disclosed to shareholders, including the necessity and detailed plans for such use [11].

Core Viewpoint - The article outlines the "Three Major and One Large" collective decision-making approval system of Jiangsu Lianhuan Pharmaceutical Co., Ltd, aimed at standardizing decision-making behavior, enhancing decision quality, and preventing risks and operational errors [1][2]. Group 1: Major Decision Matters - Major decision matters include significant strategic management issues such as development direction, operational policies, and long-term planning, as well as asset disposal, profit distribution, and high-risk operations [2]. - These decisions must be made by the Party Committee, Shareholders' Meeting, Board of Directors, General Manager's Office, or Workers' Representative Assembly [2]. Group 2: Important Personnel Appointments - Important personnel appointments involve the selection and dismissal of middle and senior management, as well as the delegation or replacement of shareholder representatives in subsidiaries [3]. - It also includes significant rewards and punishments related to management personnel [3]. Group 3: Major Project Arrangements - Major project arrangements refer to projects that significantly impact the company's asset scale, capital structure, resource allocation, and profitability [4]. - Projects with estimated contract values exceeding 4 million RMB for construction, 2 million RMB for major material procurement, and 1 million RMB for service procurement must follow bidding regulations [4]. Group 4: Large Amounts of Fund Operations - Large amounts of fund operations include significant budgeted and non-budgeted fund usage, as well as major donations and sponsorships [4]. - Any fund usage exceeding 3 million RMB must be reported to the Party Committee [4]. Group 5: Decision-Making Procedures - The decision-making process for "Three Major and One Large" matters includes pre-meeting research, collective discussion, and formal voting [7]. - Decisions must be made collectively, and no individual can unilaterally change the collective decision [12]. Group 6: Supervision and Accountability - The company’s Party Secretary, Chairman, and General Manager are the main responsible persons for implementing the decision-making system [18]. - Violations of laws or decision-making rules that result in losses will hold the main responsible person accountable [19]. Group 7: Reporting and Compliance - The implementation of the decision-making system is crucial for preventing corruption and ensuring lawful, scientific, and democratic decision-making [24]. - The company’s disciplinary committee is responsible for monitoring compliance and reporting any violations [26].

General Principles - The purpose of the system is to enhance the governance level of Jiangsu Lianhuan Pharmaceutical Co., Ltd. and to standardize the appointment, performance, and training of the board secretary [1] - The board secretary is a senior management personnel responsible to the company and the board, and must perform duties faithfully and diligently [1] - The board secretary serves as the designated liaison between the company and the Shanghai Stock Exchange, handling information disclosure, corporate governance, and equity management [1] Appointment - The company must appoint a board secretary within three months after the initial public offering or within three months after the previous secretary's departure [2] - Candidates for the board secretary must possess good professional ethics, necessary financial, management, and legal knowledge, relevant work experience, and a qualification certificate recognized by the Shanghai Stock Exchange [2] Disqualification - Individuals with certain disqualifying conditions, such as being banned from the securities market or having received public reprimands from the exchange, cannot serve as board secretaries [2] Dismissal - The company must have sufficient reasons for dismissing a board secretary and cannot dismiss without cause [3] - If a board secretary meets any disqualifying conditions, the company must dismiss them within one month of the occurrence [3] Responsibilities - The board secretary is responsible for managing information disclosure, including external communication, developing disclosure management systems, and ensuring compliance with disclosure obligations [5] - The board secretary assists in strengthening corporate governance mechanisms and managing investor relations [5][6] - The board secretary is also responsible for managing equity matters, including maintaining shareholder records and ensuring compliance with stock trading regulations [5] Training - Candidates for the board secretary position must undergo qualification training and obtain a certificate, with ongoing training required every two years [9] - Training topics include information disclosure, corporate governance, investor relations management, and the rights and obligations of the board secretary [9] Penalties - Serious violations of the management regulations may result in penalties from the Shanghai Stock Exchange, including public reprimands and disqualification from serving as a board secretary [11][12] Legal Responsibilities - The board secretary is subject to legal responsibilities for violations of laws, regulations, and company rules, which may lead to accountability [11]

General Provisions - The management measures for the shares held by the company's directors and senior management are established to strengthen the management of shareholding and changes, in accordance with relevant laws and regulations [1][2] - These measures apply to the shares held by directors, senior management, and other specified individuals or organizations [1] Share Trading Regulations - Directors and senior management must ensure their securities accounts are not operated by others and must report accurate personal information to the stock exchange [2] - Share trading must be reported within two trading days after changes in personal information or after leaving their positions [2][3] Restrictions on Share Transfers - Directors and senior management are prohibited from reducing their shareholdings under certain conditions, such as within six months of leaving the company or during investigations for securities violations [4][5] - Specific periods are defined during which directors and senior management cannot buy or sell shares, including 15 days before annual or semi-annual reports [5][6] Disclosure Requirements - Any changes in shareholdings must be reported within two trading days, including details such as the number of shares before and after the change [9][10] - A reduction plan must include the number of shares, time frame, and reasons for the reduction, and must be reported to the stock exchange [11] Responsibilities and Penalties - Violations of these regulations can lead to warnings, disciplinary actions, or civil liability for the responsible individuals [13][14] - The company must maintain complete records of any violations and report them to regulatory authorities as required [13]

Core Viewpoint - The document outlines the responsibilities and procedures for independent directors in the annual report preparation and disclosure process to ensure the quality and integrity of information disclosed by the company [1][2][3] Group 1: Responsibilities of Independent Directors - Independent directors must diligently fulfill their responsibilities and obligations during the annual report preparation and disclosure process [1] - They are required to study and implement relevant regulations and guidelines issued by the China Securities Regulatory Commission [1] - Independent directors must receive comprehensive reports on the company's operational status and significant matters from management within 30 days after the end of each fiscal year [1] Group 2: Communication and Meetings - The company must arrange at least one meeting between independent directors and the annual audit CPA after the preliminary audit opinion is issued and before the board meeting to discuss any issues found during the audit [2] - Meeting records must be documented and signed by the involved parties [2] Group 3: Reporting and Opinions - Independent directors are required to provide special explanations and independent opinions on external guarantees and related matters in the annual report [2] - They must sign a written confirmation of the annual report, stating their views on its authenticity, accuracy, and completeness [2] Group 4: Support and Confidentiality - The company must provide necessary conditions for independent directors to effectively exercise their powers, ensuring cooperation from relevant personnel [2][3] - Independent directors have a confidentiality obligation and must not disclose the contents of the annual report before its public release [3] Group 5: Independence and Evaluation - Independent directors must conduct an annual self-assessment of their independence and submit the results to the board [3] - The board is responsible for evaluating the independence of serving independent directors annually and issuing a special opinion to be disclosed alongside the annual report [3]

江苏联环药业股份有限公司 关联交易管理制度 第一章总则 第一条 为规范江苏联环药业股份有限公司（以下简称"公司"或"本公司"） 的关联交易行为，保证关联交易的公允性，维护公司及全体股东的合法权益，根 据《中华人民共和国公司法》、 《中华人民共和国证券法》、 《上市公司信息披露管 理办法》、 《上海证券交易所股票上市规则》 （以下简称"《股票上市规则》"） 《上 第三条 公司的关联人包括关联法人（或者其他组织）和关联自然人。 第四条 具有以下情形之一的法人（或者其他组织），为公司的关联法人 （或者其他组织）： （一）直接或者间接控制公司的法人（或者其他组织）； （二）由前项所述法人（或者其他组织）直接或者间接控制的除公司、控股 子公司及控制的其他主体以外的法人（或者其他组织）； （三）关联自然人直接或者间接控制的、或者担任董事（不含同为双方的独 立董事）、高级管理人员的，除公司、控股子公司及控制的其他主体以外的法人 （或者其他组织）； （四）持有公司 5%以上股份的法人（或者其他组织）及其一致行动人。 第五条 具有以下情形之一的自然人，为公司关联自然人： （一）直接或者间接持有公司 5%以上股份的自然人； 海证 ...