Group 1 - The company, Hangzhou Tian-Mu-Shan Pharmaceutical Co., Ltd., was established as a pilot unit for state-owned enterprise reform in October 1989 and has undergone several regulatory updates since then [2][3][4] - The registered capital of the company is RMB 121.78 million, and it operates as a permanent joint-stock company [4][5] - The company aims to develop a modern enterprise group with first-class economic benefits and products, focusing on pharmaceutical production and diversified development [3][4] Group 2 - The company has established a party organization to play a political core role and provide political guidance in its development [2] - The company’s business scope includes the production of various pharmaceutical forms, health foods, medical devices, and cosmetics, among others [3][4] Group 3 - The company issues shares in the form of stocks, with each share having a face value of RMB 1 [4][5] - The total number of shares issued by the company is 121,778,885, all of which are ordinary shares [4][5] Group 4 - The company is prohibited from providing financial assistance for others to acquire its shares, except under specific circumstances approved by the shareholders' meeting [5][6] - The company can reduce its registered capital following legal procedures and shareholder approval [6][7] Group 5 - The company’s shareholders have rights to dividends, voting, and other benefits proportional to their shareholdings [10][11] - Shareholders holding more than 5% of the shares must declare their holdings and any changes [8][9] Group 6 - The company’s shareholders' meeting is the authority of the company, responsible for electing directors, approving financial reports, and making significant corporate decisions [18][19] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [21][22]

Core Points - The article outlines the work rules of the Audit Committee of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd, emphasizing the importance of internal control and financial oversight [1][2][3] Group 1: General Provisions - The Audit Committee is established to enhance corporate governance and ensure effective supervision of financial activities [1] - The committee operates independently and reports directly to the Board of Directors [1][2] Group 2: Composition of the Committee - The committee consists of at least three directors who are not senior management, with a majority being independent directors, including at least one accounting professional [2] - The term of committee members aligns with that of the Board, with independent directors limited to a maximum of six consecutive years [2][3] Group 3: Responsibilities and Authority - The main responsibilities include supervising external audit work, evaluating internal audit processes, and reviewing financial information [3][4] - The committee must approve significant financial disclosures and the hiring or dismissal of external auditors before submission to the Board [3][4] Group 4: Internal Audit Oversight - The committee supervises the internal audit department, ensuring it operates effectively and reports directly to the committee [9][10] - Internal audit findings must be reported to the committee, which also evaluates the effectiveness of internal controls [10][11] Group 5: Meeting Procedures - The committee holds regular meetings at least quarterly, with special meetings convened as necessary [28][29] - Decisions require a majority vote from attending members, and detailed records of meetings must be maintained [30][31] Group 6: Reporting and Evaluation - The committee is required to submit annual reports on its activities and evaluations of external auditors to the Board [15][16] - It also has the authority to propose the convening of extraordinary shareholder meetings when necessary [6][7]

General Provisions - The rules are established to regulate the behavior of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [1][3] Shareholder Meeting Authority - The shareholder meeting is the company's authority body, responsible for electing and replacing directors, approving reports, and making decisions on profit distribution, capital changes, and other significant matters [1][3] - The company must ensure that shareholders can exercise their rights within the scope defined by the Company Law and the Articles of Association [1][3] Types of Shareholder Meetings - There are annual and temporary shareholder meetings, with annual meetings held within six months after the end of the previous fiscal year [4][5] - Temporary meetings must be convened within two months under specific circumstances, such as insufficient directors or significant losses [5][6] Proposal and Notification - Shareholders holding 1% or more of shares can propose agenda items for the shareholder meeting, and proposals must be submitted in writing [10][11] - Notifications for meetings must be made at least 20 days in advance for annual meetings and 15 days for temporary meetings [18][19] Voting and Decision-Making - Voting can be conducted in person or through authorized representatives, and the company must ensure a fair voting process [12][13] - The results of the voting must be announced immediately after the meeting, and detailed records must be kept for future reference [42][43] Legal Compliance - The rules must comply with national laws and regulations, and any violations can lead to invalidation of shareholder meeting resolutions [20][21] - The company is responsible for executing resolutions passed in shareholder meetings and must disclose relevant information as required by law [20][21]

General Principles - The rules aim to standardize the decision-making process and enhance the operational efficiency of the board of directors of Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. [1] - The board consists of 9 directors, including 3 independent directors, and is led by a chairman elected by a majority of the board [1][2]. Board Authority and Responsibilities - The board is responsible for convening shareholder meetings, reporting to shareholders, executing resolutions, and making key decisions regarding the company's operations and investments [2][3]. - The chairman has specific powers, including presiding over meetings, signing important documents, and making emergency decisions in extraordinary circumstances [3]. Meeting Procedures - Board meetings are categorized into regular and temporary meetings, with at least one regular meeting held in each half of the year [4][5]. - A temporary meeting must be convened under certain conditions, such as a request from shareholders holding over 10% of voting rights or a proposal from one-third of the directors [4][5]. Voting and Decision-Making - Decisions require a majority of the board members to be present, and proposals must be clearly stated in the meeting notice [10][12]. - Voting is conducted by a show of hands or written ballot, with options for approval, disapproval, or abstention [20][22]. Documentation and Record-Keeping - Meeting records must include details such as the date, attendees, agenda, and voting results, and should be signed by the directors [30][31]. - The board secretary is responsible for managing meeting archives, which must be kept for at least 10 years [36][41].

Core Viewpoint - Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. reported significant revenue growth and a return to profitability in the first half of 2025, driven by increased sales and effective management strategies [2][9]. Company Overview and Financial Indicators - The company achieved operating revenue of approximately 103.60 million yuan, a 73.97% increase compared to the same period last year [2][15]. - The total profit for the period was approximately 7.12 million yuan, a significant recovery from a loss of 21.38 million yuan in the previous year [2][15]. - The net profit attributable to shareholders was approximately 10.25 million yuan, compared to a loss of 18.50 million yuan in the same period last year [2][15]. - The net cash flow from operating activities improved by 61.35%, reaching approximately -10.87 million yuan, compared to -28.13 million yuan in the previous year [2][15]. - The company's total assets decreased by 8.33% to approximately 404.71 million yuan, while net assets attributable to shareholders increased by 19.56% to approximately 62.63 million yuan [2][15]. Business Operations - The company operates in the pharmaceutical manufacturing industry, focusing on traditional Chinese medicine, Western medicine, raw materials, and health products [3][4]. - It has established modern production bases in Hangzhou and Huangshan, compliant with national GMP standards, and holds 99 drug approval numbers [3][4]. - The marketing strategy emphasizes a "three-chain collaboration" approach, integrating the industrial chain, innovation chain, and supply chain to enhance product innovation and market coverage [3][4]. Industry Context - The pharmaceutical manufacturing industry is strategically important for national economic development, with ongoing reforms aimed at improving quality and promoting innovation [6][8]. - The "14th Five-Year Plan" encourages pharmaceutical innovation and the development of high-end production technologies, particularly in traditional Chinese medicine [6][8]. - The market for the aging population, projected to reach approximately 7 trillion yuan by 2025, presents new opportunities for growth in the health sector [7][8].

Core Viewpoint - Hangzhou Tianmu Mountain Pharmaceutical Co., Ltd. reported significant growth in revenue for the first half of 2025, with a 73.97% increase compared to the same period last year, despite a decrease in total assets by 8.33% [1] Financial Summary - Total assets at the end of the reporting period were CNY 404.71 million, down from CNY 441.46 million at the end of the previous year, representing an 8.33% decrease [1] - Operating revenue for the reporting period reached CNY 103.60 million, compared to CNY 59.55 million in the same period last year, marking a 73.97% increase [1] - The total profit for the period was CNY 7.12 million, a significant recovery from a loss of CNY 21.38 million in the previous year [1] - Net profit attributable to shareholders of the listed company was CNY 5.90 million, compared to a loss of CNY 22.06 million in the same period last year [1] - The net cash flow from operating activities improved to -CNY 10.87 million, an improvement from -CNY 28.13 million in the previous year, indicating a 61.35% increase in cash flow [1] Shareholder Information - The total number of shareholders at the end of the reporting period was 8,381 [1] - The largest shareholder, Qingdao Huilong Huaze Investment Co., Ltd., holds 29.99% of the shares, amounting to 36,519,460 shares [2] - Other significant shareholders include Qingdao Yuanjia Medical Technology Co., Ltd. with 13.27% and Zhejiang Qingfeng Original Culture Co., Ltd. with 4.26% [2]

二、监事会会议审议情况 经与会监事书面表决,会议审议并通过了如下决议： 证券代码：600671 证券简称：天目药业 公告编号：临 2025-035 杭州天目山药业股份有限公司 第十二届监事会第九次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 杭州天目山药业股份有限公司（以下简称"公司"）于 2025 年 8 月 26 日召 开第十二届监事会第九次会议，本次会议通知及会议材料于 2025 年 8 月 16 日以 电子或书面的方式送达各位监事。本次会议应出席监事 3 名，实际出席监事 3 名。会议由监事会主席刘德胜先生主持，本次会议的召开符合《公司法》和《公 司章程》的有关规定。本次会议审议情况如下： (一）审议并通过《关于公司 2025 年半年度报告全文及摘要的议案》 监事会认为：董事会编制和审核公司《2025 年半年度报告》及其摘要的程 序符合法律、行政法规及中国证监会的规定，报告内容真实、准确、完整地反映 了公司的实际情况，不存在任何虚假记载、误导性陈述或者重大遗漏。 具体内容详见公司 ...

Meeting Information - The third extraordinary general meeting of shareholders for 2025 will be held on September 12, 2025, at 14:00 in Hangzhou, Zhejiang Province [1] - The meeting will be conducted both in-person and via an online voting system provided by the Shanghai Stock Exchange [1][2] Voting Procedures - Shareholders can vote through the Shanghai Stock Exchange's online voting system or in person [2][3] - Shareholders with multiple accounts can aggregate their voting rights across all accounts for the same class of shares [2][3] - The voting period for the online system is from 9:15 to 15:00 on the day of the meeting [1] Agenda Items - The meeting will review several proposals, including the cancellation of the supervisory board and amendments to corporate governance systems [1][4] - Specific proposals include the revision of the salary management system for directors and senior management [5] Attendance Requirements - Shareholders must be registered by the close of trading on September 8, 2025, to attend the meeting [3] - Documentation required for attendance includes valid identification and, if applicable, a power of attorney for representatives [4][5]

证券代码：600671 证券简称：天目药业 公告编号：临 2025-037 杭州天目山药业股份有限公司 关于召开2025年第三次临时股东大会的通知 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。 召开的日期时间：2025 年 9 月 12 日 14 点 00 分 召开地点：浙江省杭州市博亚时代中心 1803 室会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 股东大会召开日期：2025年9月12日 本次股东大会采用的网络投票系统：上海证券交易所股东大会网络投票 系统 网络投票起止时间：自2025 年 9 月 12 日 重要内容提示： 一、 召开会议的基本情况 (一)股东大会类型和届次 2025年第三次临时股东大会 (二)股东大会召集人：董事会 (三)投票方式：本次股东大会所采用的表决方式是现场投票和网络投票相结合的 方式 (四)现场会议召开的日期、时间和地点 二、 会议审议事项 (七)涉及公开征集股东投票权 无 至2025 年 9 月 12 日 | 序号 | 议案名称 | 投 ...

证券代码：600671 证券简称：天目药业 公告编号：临 2025-035 杭州天目山药业股份有限公司 第十二届监事会第九次会议决议公告 本公司监事会及全体监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。 一、监事会会议召开情况 杭州天目山药业股份有限公司（以下简称"公司"）于 2025 年 8 月 26 日召 开第十二届监事会第九次会议，本次会议通知及会议材料于 2025 年 8 月 16 日以 电子或书面的方式送达各位监事。本次会议应出席监事 3 名，实际出席监事 3 名。会议由监事会主席刘德胜先生主持，本次会议的召开符合《公司法》和《公 司章程》的有关规定。本次会议审议情况如下： 表决结果：同意票 3 票，反对票 0 票，弃权票 0 票。 （二）审议并通过《关于取消监事会并废止<议事规则>的议案》 1 经审议，监事会认为：本次调整内部监督机构，不再设置监事会和监事，《杭 州天目山药业股份有限公司监事会议事规则》相应废止，《公司法》规定的监事 会职权由董事会审计委员会行使，符合《公司法》《上市公司章程指引》《关于新 <公司法>配套制度规则实施 ...