证券代码：603235 证券简称：天新药业 公告编号：2025-036 江西天新药业股份有限公司 2025年第一次临时股东大会决议公告 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。 重要内容提示： 本次会议是否有否决议案：无 一、 会议召开和出席情况 (一)股东大会召开的时间：2025 年 9 月 17 日 (二)股东大会召开的地点：江西省景德镇市乐平市工业园工业六路江西天新药业 股份有限公司会议室 (三)出席会议的普通股股东和恢复表决权的优先股股东及其持有股份情况： | 1、出席会议的股东和代理人人数 | 184 | | --- | --- | | 2、出席会议的股东所持有表决权的股份总数（股） | 348,031,000 | | 3、出席会议的股东所持有表决权股份数占公司有表决权股 | 79.9758 | | 份总数的比例（%） | | 注：截至本次股东大会股权登记日 2025 年 9 月 12 日，公司总股本为 437,780,000 股，其中公司回购专户中的股份数量为 2,609,720 股，因公司回购专户中的股份 ...

中国·江西 二〇二五年九月十七日 江西天新药业股份有限公司 2025 年第一次临时股东大会会议资料 目录 | 2025 | 年第一次临时股东大会会议须知 | 2 | | --- | --- | --- | | 2025 | 年第一次临时股东大会会议议程 | 3 | | | 议案一：关于取消监事会并修订《公司章程》及其附件的议案 | 4 | | | 议案二：关于修订、制定和废止部分公司治理制度的议案 | 5 | 江西天新药业股份有限公司 2025 年第一次临时股东大会 会议资料 1 江西天新药业股份有限公司 2025 年第一次临时股东大会会议资料 一、公司负责本次股东大会的议程安排和会务工作，出席会议人员应当听从公司 工作人员安排，共同维护好会议秩序。 二、为保证股东大会的正常秩序，除出席会议的股东或者股东代表、董事、监事、 高级管理人员、见证律师、本次会议议程有关人员及会务工作人员以外，公司有权拒 绝其他人员进入会场。对于影响股东大会秩序和损害其他股东合法权益的行为，公司 将按规定加以制止。 三、出席股东大会的股东、股东代表应当持身份证或者公司营业执照复印件、授 权委托书和证券账户卡等证件按股东大会通知登记时 ...

Core Viewpoint - Tianxin Pharmaceutical (603235) reported a year-on-year increase in both revenue and net profit for the first half of 2025, although there was a decline in the second quarter figures compared to the previous year [1] Financial Performance - Total revenue for the first half of 2025 reached 1.122 billion yuan, up 5.23% from 1.067 billion yuan in the same period of 2024 [1] - Net profit attributable to shareholders was 356 million yuan, reflecting a 3.14% increase from 345 million yuan in the previous year [1] - The second quarter saw total revenue of 503 million yuan, a decrease of 12.0% year-on-year, and net profit of 137 million yuan, down 30.45% [1] Profitability Metrics - Gross margin improved to 47.83%, an increase of 13.72% year-on-year, while net margin slightly decreased to 31.72%, down 1.98% [1] - Total selling, administrative, and financial expenses amounted to 71.5184 million yuan, representing 6.37% of revenue, a significant increase of 3588.88% [1] Shareholder Metrics - Earnings per share (EPS) rose to 0.82 yuan, a 3.8% increase from 0.79 yuan [1] - Net asset value per share increased to 10.69 yuan, up 8.16% from 9.87 yuan [1] - Operating cash flow per share improved significantly to 0.78 yuan, a 75.16% increase from 0.45 yuan [1] Investment Returns - The company's return on invested capital (ROIC) was reported at 13.09%, indicating strong capital returns [3] - Historical data shows a median ROIC of 40.01% since the company went public, with the lowest ROIC recorded in 2023 at 9.6% [3] Business Model Insights - The company's performance is primarily driven by capital expenditures, necessitating careful evaluation of the profitability of these investments [3]

Core Viewpoint - Jiangxi Tianxin Pharmaceutical Co., Ltd. reported a steady performance in the first half of 2025, with an increase in revenue and net profit, driven by its strong position in the vitamin industry and effective management strategies [1][2]. Company Overview and Financial Highlights - The company achieved an operating income of approximately 1.12 billion RMB, representing a 5.23% increase compared to the same period last year [2]. - The total profit reached approximately 424.59 million RMB, up by 3.54% year-on-year [2]. - The net profit attributable to shareholders was approximately 356.01 million RMB, reflecting a 3.14% increase from the previous year [2]. - The net cash flow from operating activities surged by 75.16%, primarily due to increased cash receipts from sales [2]. Business Operations - The company specializes in the research, production, and sales of single vitamins, focusing on B vitamins and other vitamin products, with a strong global market presence [6][7]. - The business is segmented into three main areas: B vitamins, other vitamins, and fine chemicals, with a diverse product portfolio [6][7]. - The company has established a robust supply chain and procurement strategy to ensure stable raw material supply and cost advantages [6][8]. Industry Position - The vitamin industry is characterized by stable demand, with growth driven by increasing global population and health awareness [6][7]. - China has become a major producer and exporter of vitamins, with the company holding a significant market share in various B vitamin products [6][7]. - The industry is undergoing consolidation, with leading manufacturers adjusting their operations to meet market demands, which is expected to improve profitability [6][7]. Competitive Advantages - The company has a comprehensive management and certification system, ensuring product quality and compliance with international standards [11][12]. - It maintains a strong focus on research and development, collaborating with academic institutions to enhance product offerings and production processes [11][12]. - The company emphasizes environmental protection and sustainability in its operations, aligning with regulatory requirements and market expectations [11][12].

Company Overview - Jiangxi Tianxin Pharmaceutical Co., Ltd. reported total assets of approximately 5.75 billion RMB at the end of the reporting period, reflecting a 2.70% increase from the previous year [1] - The net assets attributable to shareholders increased by 1.41% to approximately 4.68 billion RMB [1] Financial Performance - The company's operating revenue for the reporting period was approximately 1.12 billion RMB, representing a 5.23% increase compared to the same period last year [1] - Total profit amounted to approximately 424.59 million RMB, up by 3.54% year-on-year [1] - The net profit attributable to shareholders was approximately 356.01 million RMB, a 3.14% increase from the previous year [1] - The net profit after deducting non-recurring gains and losses was approximately 336.28 million RMB, reflecting a 2.15% increase [1] - The net cash flow from operating activities was approximately 342.00 million RMB, a significant increase of 75.16% compared to the previous year [1] - The weighted average return on net assets decreased by 0.50 percentage points to 7.42% [1] - Basic and diluted earnings per share were both 0.82 RMB, an increase of 3.80% from the previous year [1] Shareholder Information - The total number of shareholders at the end of the reporting period was 14,820 [1] - The largest shareholder, Xu Jiangnan, holds 46.51% of the shares, followed by Xu Jing with 13.50% and Wang Guangtian with 12.98% [2] - Xu Jiangnan and Xu Jing are identified as the actual controllers of the company [2]

Core Viewpoint - The board of directors of Jiangxi Tianxin Pharmaceutical Co., Ltd. held its 11th meeting of the third session on August 28, 2025, where several key resolutions were passed, including the approval of the 2025 semi-annual report and the cancellation of the supervisory board [1][2][3][4][5]. Group 1: Board Meeting Details - The meeting was conducted with all 8 directors present, ensuring compliance with relevant laws and regulations [1]. - The board approved the 2025 semi-annual report with unanimous support [2]. - A special report on the use of raised funds for the first half of 2025 was also approved without opposition [2]. Group 2: Governance Changes - The board approved the proposal to cancel the supervisory board and amend the company's articles of association, which will be submitted for shareholder approval [2][3]. - The strategic committee of the board was renamed to include ESG considerations, reflecting a commitment to enhancing the company's governance framework [3]. - Additional amendments to governance systems were approved, with some requiring shareholder review [4]. Group 3: Action Plans and Future Meetings - The board reviewed and approved the semi-annual evaluation report of the "Quality Improvement and Efficiency Enhancement" action plan for 2025 [4]. - A proposal to convene the first extraordinary general meeting of shareholders in 2025 was also approved [5].

Core Points - The document outlines the implementation details for online voting at the shareholders' meeting of Jiangxi Tianxin Pharmaceutical Co., Ltd, aiming to standardize the voting process and protect investors' rights [1][2][4] Group 1: General Provisions - The voting mechanism is established to facilitate shareholders in exercising their voting rights in accordance with relevant laws and regulations [1] - The company will provide an online voting option alongside the physical meeting [1][2] - The Shanghai Stock Exchange's online voting system will be utilized for this purpose [1][2] Group 2: Notification and Preparation for Online Voting - The company must prepare a notice for the shareholders' meeting that includes details such as the type of meeting, voting times, and proposed agenda items [1][7] - Shareholders registered by the record date are eligible to vote through the online system [1][5] Group 3: Voting Methods and Procedures - Online voting will occur during the trading hours of the Shanghai Stock Exchange on the day of the shareholders' meeting [2][12] - Shareholders can log in through their designated brokerage platforms or the Shanghai Stock Exchange's internet voting platform to cast their votes [12][14] - Each voting right can only be exercised through one method: in-person, online, or other means [1][19] Group 4: Results Statistics and Queries - The voting results will be compiled and made available for shareholders to query through the information company's website after the meeting [6][27] - The company must disclose the voting results, especially for matters affecting minority investors [6][27] Group 5: Miscellaneous Provisions - The rules will take effect upon approval at the shareholders' meeting [8][30] - The company is responsible for interpreting and revising these rules as necessary [9][29]

Core Points - The company aims to standardize the compensation management for its directors and senior management to enhance their work motivation [1] - The compensation management principles include fairness, alignment of responsibilities and rights, long-term development, and a balance between incentives and constraints [1] Group 1: Compensation Management - The compensation management system applies to the company's directors and senior management, including the general manager, deputy general managers, financial officer, and board secretary [1] - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board of directors reviews the plans for senior management [2] Group 2: Compensation Structure - The compensation for independent directors is in the form of fixed allowances, which are approved by the shareholders' meeting [2] - Non-independent directors who work in the company receive compensation based on their actual job positions and do not receive director allowances [2] - The basic salary for senior management is the remuneration for fulfilling their job responsibilities [2] Group 3: Performance Bonuses - The annual performance bonus for senior management is linked to the company's annual performance targets and their job performance [2] - The compensation standards mentioned are pre-tax, with the company responsible for withholding personal income tax [2] Group 4: Payment Schedule - The fixed allowances for independent directors and salaries for non-independent directors are paid monthly, while the annual performance bonuses for senior management are distributed after the fiscal year based on performance evaluations [2][3] Group 5: Additional Provisions - The rules will be executed in accordance with relevant laws and regulations if there are any discrepancies or unaddressed matters [4] - The compensation management system becomes effective upon approval by the shareholders' meeting and will be interpreted by the board of directors [4]

Core Viewpoint - The document outlines the selection system for accounting firms at Jiangxi Tianxin Pharmaceutical Co., Ltd, emphasizing the need for compliance with legal regulations and ensuring the quality of financial audits [1][2][3]. Group 1: General Principles - The selection of accounting firms must adhere to relevant laws and the company's articles of association, ensuring the authenticity and continuity of financial information [1]. - The company must not appoint an accounting firm before the board of directors and shareholders have reviewed the decision [1][2]. Group 2: Requirements for Accounting Firms - Selected accounting firms must possess independent legal status, comply with the Securities Law of the People's Republic of China, and have a good reputation and quality record [1][2]. - The accounting firms should have no significant administrative penalties related to their professional quality in the past three years [1][2]. Group 3: Selection Procedures - The selection process involves the audit committee proposing qualifications, conducting preliminary investigations, and submitting recommendations to the board of directors and shareholders [2][3]. - Various selection methods include competitive negotiation, public selection, invitation selection, and single selection, with necessary disclosures made through official channels [2][3]. Group 4: Special Provisions for Reappointment - The company must reappoint accounting firms if there are significant defects in their professional quality or if they cannot ensure timely reporting [3]. - If a vacancy arises during the annual audit period, the audit committee can propose a new firm to the board before the shareholders' meeting [3]. Group 5: Supervision and Penalties - The audit committee is responsible for supervising the selection process and ensuring compliance with laws and regulations [3][4]. - Serious violations by accounting firms can lead to their disqualification from future appointments, and penalties may be imposed on responsible individuals [3][4].

Core Points - The document outlines the information disclosure management system of Jiangxi Tianxin Pharmaceutical Co., Ltd, aiming to ensure the authenticity, accuracy, and completeness of disclosed information to protect investors' rights [1][2][3] Group 1: General Principles - The system applies to all individuals and entities that may significantly impact the trading price of the company's securities [2] - Information disclosure must be timely, meaning within two trading days from the triggering event [2] - The board of directors is responsible for establishing and ensuring the effective implementation of the disclosure system [2][3] Group 2: Disclosure Obligations - Information must be disclosed simultaneously to all investors without prior leaks to any individual or entity [2][3] - The company must ensure that all shareholders have equal access to disclosed information [6] - The board secretary is responsible for coordinating the execution of the information disclosure management system [3][5] Group 3: Reporting Procedures - Regular reports must be prepared and disclosed within specified timeframes, including annual, semi-annual, and quarterly reports [8][10] - The company must report any inability to disclose regular reports on time, including reasons and proposed solutions [10][12] - Major events that could significantly affect the trading price of the company's securities must be disclosed immediately [36][39] Group 4: Responsibilities and Accountability - The board of directors and senior management must ensure the authenticity and completeness of the disclosed information [52][54] - The audit committee is responsible for reviewing the financial information in regular reports [25] - Violations of the disclosure system may lead to penalties and legal responsibilities for the individuals involved [30][82]