Core Points - The document outlines the management system for the shareholding and trading activities of directors and senior management at Ningbo Meinuohua Pharmaceutical Co., Ltd, aiming to enhance compliance with relevant laws and regulations [1][2][3] Section Summaries General Provisions - The system is established to clarify procedures for managing the shareholding and trading of company stock by directors and senior management, in accordance with the Company Law and Securities Law of the People's Republic of China [1] - Directors and senior management are required to comply with this system and any commitments made regarding shareholding changes [2] Reporting Stock Trading Activities - Directors and senior management must notify the board secretary in writing before trading company shares, who will verify compliance with disclosure and regulatory requirements [4] - They are required to report and publicly announce any changes in shareholding within two trading days, including details such as the number of shares held before and after the change, the date, quantity, price, and reason for the change [6] Share Transfer Management - Certain conditions restrict the transfer of shares held by directors and senior management, such as within one year of the company's stock listing or within six months after leaving their position [8] - The maximum allowable transfer of shares during their term and six months thereafter is capped at 25% of their total shareholding [9] Trading Restrictions - Directors and senior management are prohibited from trading company shares during specific periods, such as 15 days before the annual or semi-annual report announcements [13] - The board secretary is responsible for managing the data related to directors and senior management's shareholdings and ensuring compliance with reporting requirements [14] Accountability - Violations of the trading regulations may lead to disciplinary actions, including warnings, demotions, or civil liability for damages caused to the company [16] - The company must maintain complete records of any violations and report them to regulatory authorities as required [17] Miscellaneous - The system will take effect upon approval by the company's board of directors [20]

Core Viewpoint - The company has established a system for accountability regarding significant errors in the disclosure of annual report information to enhance the quality and transparency of its financial reporting [2][3]. Group 1: General Principles - The system aims to ensure the authenticity, accuracy, completeness, and timeliness of annual report disclosures, increasing accountability for those responsible [2]. - The accountability system applies to various stakeholders, including directors, senior management, major shareholders, and relevant personnel involved in the disclosure process [2][3]. Group 2: Responsibilities and Division of Labor - The company secretary is responsible for organizing the preparation and disclosure of the annual report, ensuring its accuracy and timeliness [3][4]. - The finance department, under the leadership of the financial officer, is tasked with preparing financial statements and related content, ensuring their accuracy and completeness [3][4]. Group 3: Standards for Identifying Significant Errors - Significant errors in annual financial reports are defined by specific criteria, including accounting errors that exceed 5% of total audited assets or net assets, or 10% of net profit, with an absolute amount exceeding 5 million [4][5]. - Other significant errors include major discrepancies in financial disclosures or performance forecasts that deviate by more than 20% from actual results [6]. Group 4: Correction and Handling of Errors - The company must disclose reasons and impacts for changes in accounting policies or corrections of significant errors, including adjustments to prior financial statements [11]. - If significant errors are identified, the company must engage a qualified accounting firm for a comprehensive audit or special verification of the corrected financial statements [7][11]. Group 5: Accountability for Significant Errors - The company will pursue accountability for significant errors, which may include corrective actions, disciplinary measures, or legal consequences depending on the severity of the error [8][9]. - Direct responsibility lies with staff providing data, while leadership responsibility is held by department heads for the accuracy of the information within their purview [8][9]. Group 6: Performance Evaluation - The outcomes of accountability for significant errors will be incorporated into the annual performance evaluation metrics for relevant departments and personnel [10][11].

Core Viewpoint - The report highlights the financial performance and growth potential of Ningbo Menovo Pharmaceutical Co., Ltd. for the first half of 2025, showcasing significant increases in revenue and net profit, alongside strategic developments in the pharmaceutical industry [1][3]. Financial Performance - The company achieved a revenue of approximately 677.33 million yuan, representing an 11.42% increase compared to the same period last year [3]. - The total profit reached approximately 60.30 million yuan, marking a substantial increase of 117.00% year-on-year [3]. - The net profit attributable to shareholders was approximately 49.06 million yuan, reflecting a remarkable growth of 158.97% compared to the previous year [3]. - The net cash flow from operating activities was negative at approximately -6.93 million yuan, an improvement from -44.47 million yuan in the previous year [3]. Industry Overview - The global pharmaceutical market is projected to reach a size of 1.9 trillion USD by 2027, driven by economic growth, aging populations, and increasing health demands [5]. - The CDMO (Contract Development and Manufacturing Organization) market is expected to grow significantly, with a forecasted size of 124.3 billion USD by 2025 and 231 billion USD by 2030, reflecting a compound annual growth rate of 13.2% [5][6]. - The Chinese CDMO industry is anticipated to reach a market size of 104.88 billion yuan by 2024, with a continued growth trend into 2025 [6]. Business Strategy - The company focuses on a vertical integration strategy encompassing pharmaceutical intermediates, active pharmaceutical ingredients (APIs), and formulations, aiming to enhance its competitive edge in the market [11][20]. - The company has established long-term partnerships with renowned pharmaceutical firms, enhancing its market presence and operational stability [10][11]. - The company is actively expanding its CDMO services, aiming to create a comprehensive service platform to support future growth [11]. Innovation and Development - The company is committed to technological innovation, with ongoing projects in continuous flow, enzyme catalysis, and automation to improve efficiency and reduce costs [16][17]. - The company has a robust pipeline of over 50 formulation projects, with several products already approved for market entry [14]. - The company is also exploring new therapeutic areas, including weight management and metabolic health, to diversify its product offerings [13]. Regulatory Environment - The regulatory landscape is evolving, with policies aimed at enhancing drug quality and innovation, which is expected to benefit the pharmaceutical industry in the long term [9][8]. - The company has successfully passed multiple audits and inspections from international regulatory bodies, ensuring compliance with global quality standards [20]. Market Position - The company is recognized as one of the top pharmaceutical manufacturers in China, with a strong reputation for quality and reliability in the production of specialty APIs and formulations [11][20]. - The company is strategically positioned to leverage the growing demand for high-quality generic and innovative drugs in both domestic and international markets [11].

| | | | | | | | 持有有限 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 股东名称 | | | 持股比 股东性质 | | 持股 | | | 售条件的 | 质押、标记或冻结 | | | | | 例(%) | | 数量 | | | | 的股份数量 | | | | | | | | | 股份数量 | | | | 宁波美诺华控股集团有 | | | 境内非国有 | | | | | | | | 限公司 | | 法人 | | | | | | | | | 姚成志 | | | 境内自然人 | | 5.49 | 12,070,253 | | 0 | 无 | | 杜广娣 | | | 境内自然人 | | 0.93 | 2,054,623 | | 0 | 未知 | | 邱勇强 | | | 境内自然人 | | 0.79 | 1,732,798 | | 0 | 未知 | | 石建祥 | | | 境内自然人 | | 0.73 | 1,602,361 | | 0 | 未知 | | 尚杰 境内自然人 | | | | 0.72 | | 1,5 ...

宁波美诺华药业股份有限公司（以下简称"公司"）于 2025 年 8 月 15 日以 书面、电子邮件等方式向公司全体董事发出召开第五届董事会第十六次会议的通 知和会议材料。2025 年 8 月 26 日，公司第五届董事会第十六次会议在公司会议 室以现场结合通讯表决方式召开。本次会议由姚成志先生主持，会议应出席董事 集和召开符合《中华人民共和国公司法》等有关法律法规及《公司章程》《董事 会议事规则》的规定。 证券代码：603538 证券简称：美诺华 公告编号：2025-091 转债代码：113618 转债简称：美诺转债 宁波美诺华药业股份有限公司 第五届董事会第十六次会议决议公告 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。 一、董事会会议召开情况 二、董事会会议审议情况 （一）审议通过《2025 年半年度报告及摘要》 具体内容详见公司于上海证券交易所网（www.sse.com.cn）等指定信息披露 媒体同日披露的《2025 年半年度报告》及《2025 年半年度报告摘要》。 本议案已经公司董事会审计委员会全体成员审议通过，并同意 ...

证券代码：603538 证券简称：美诺华 公告编号：2025-092 转债代码：113618 转债简称：美诺转债 宁波美诺华药业股份有限公司 第五届监事会第十六次会议决议公告 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 宁波美诺华药业股份有限公司（以下简称"公司"）于 2025 年 8 月 15 日以 书面、电子邮件等方式向公司全体监事发出召开第五届监事会第十六次会议的通 知和会议材料。2025 年 8 月 26 日，公司第五届监事会第十六次会议在公司会议 室以现场结合通讯表决方式召开。本次会议由刘斯斌先生主持，会议应出席监事 集和召开符合《中华人民共和国公司法》等有关法律法规及《公司章程》的规定。 二、监事会会议审议情况 具体内容详见公司于上海证券交易所网（www.sse.com.cn）等指定信息披露 媒体同日披露的《2025 年半年度报告》及《2025 年半年度报告摘要》。 监事会审核并发表如下意见： 《2025 年半年度报告》及《2025 年半年度报告 摘要》的编制和审核程序符合法律、行政法规 ...

证券代码：603538 证券简称：美诺华 公告编号：2025-096 ? 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 一、 召开会议的基本情况 （一）股东大会类型和届次 转债代码:113618 转债简称:美诺转债 宁波美诺华药业股份有限公司 关于召开2025年第一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。 重要内容提示： ? 股东大会召开日期：2025年9月11日 （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 召开的日期时间：2025 年 9 月 11 日 14 点 00 分 召开地点：浙江省宁波市高新区扬帆路 999 弄研发园 B1 号楼 12A 层 1 号会 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 网络投票起止时间：自2025 年 9 月 11 日 至2025 年 9 月 11 日 采用上海证券交易所网络投票系统 ...

Core Viewpoint - Ningbo Meinuohua Pharmaceutical Co., Ltd. plans to abolish its supervisory board and amend its articles of association, transferring the supervisory responsibilities to the audit committee of the board of directors, pending approval from the shareholders' meeting [1][2]. Group 1: Company Structure Changes - The company has passed a resolution to abolish the supervisory board and amend the articles of association in accordance with relevant laws and regulations [1]. - The supervisory responsibilities defined in the Company Law will be assumed by the audit committee after the amendments are approved [1][2]. - The current supervisory board will continue to fulfill its duties until the new articles of association come into effect [1]. Group 2: Amendments to Articles of Association - The amendments include changes to the terminology, such as replacing "shareholders' meeting" with "shareholders' assembly" [2]. - The registered capital of the company remains at RMB 21 million, and the total number of shares is 219,822,861, all of which are ordinary shares [2]. - The amendments also clarify the roles of the legal representative and the responsibilities of the board of directors and senior management [2][4]. Group 3: Governance and Compliance - The company emphasizes the need for compliance with laws and regulations in its governance structure, ensuring that the rights and obligations of shareholders are clearly defined [2][18]. - The articles of association will serve as a binding document for the company, shareholders, directors, and senior management, allowing for legal actions among these parties [2][18]. - The company will ensure that any financial assistance provided for share purchases will not exceed 10% of the total issued capital [2][8].

Summary of Key Points Core Viewpoint Ningbo Meinuo Pharmaceutical Co., Ltd. has reported on the status of its fundraising activities, detailing the amount raised, its usage, and the management of the funds as of June 30, 2025. The report highlights the company's commitment to regulatory compliance and effective fund management. Fundraising Basic Situation - The company raised a total of RMB 512,697,629.67 through the issuance of 5.2 million convertible bonds, with all funds received by January 20, 2021 [1]. - As of June 30, 2025, the net amount of actual raised funds was RMB 512,697,629.67, with RMB 120,013,509.22 allocated to supplement working capital [1][2]. Fund Usage and Balance - The company has utilized RMB 262,892,455.63 for the high-end formulation project and has also engaged in cash management with idle funds, generating a total of RMB 390.4 million in returns from investments [1][2]. - The total amount of idle funds invested in cash management reached RMB 29 million, with RMB 17 million redeemed during the reporting period [2][3]. Fund Management Situation - The company has established a dedicated account storage system for the raised funds, ensuring compliance with relevant regulations [1][2]. - As of June 30, 2025, the balance in the dedicated accounts totaled RMB 20,183,440.32, with specific accounts allocated for different projects [1][2]. Semi-Annual Fund Usage - The company has not experienced any delays in the planned progress of its fundraising investment projects, and there have been no significant changes in the feasibility of the projects [2][3]. - The high-end formulation project is expected to be completed by July 2025, with ongoing evaluations and adjustments to project timelines as necessary [3][4]. Changes in Fund Investment Projects - The company has approved changes to the allocation of funds, redirecting RMB 13,834.70 million from the high-end formulation project to the 734-ton pharmaceutical raw material project [4][5]. - There have been no instances of transferring or replacing the investment projects with external parties [4][5]. Issues in Fund Usage and Disclosure - The company has reported no significant issues in the usage and disclosure of the raised funds, maintaining transparency and compliance with regulatory requirements [4][5].

Summary of Key Points Core Viewpoint Ningbo Meinuo Pharmaceutical Co., Ltd. has provided a special report on the management and actual use of raised funds for the first half of 2025, detailing the amount raised, its allocation, and the management of these funds in compliance with regulatory requirements. Group 1: Fundraising Overview - The total amount raised through the issuance of convertible bonds was RMB 512,697,629.67, with all funds received by January 20, 2021 [1] - As of June 30, 2025, the net amount of raised funds was RMB 512,697,629.67, with RMB 120,013,509.22 allocated to supplement working capital [1][2] - The company earned RMB 2,447,966.77 in interest income from deposits, while RMB 2,018,894,525.00 was temporarily idle in financial products [1][3] Group 2: Fund Usage and Management - The company has implemented a dedicated account storage system for raised funds, ensuring compliance with relevant laws and regulations [1] - As of June 30, 2025, the total balance in dedicated accounts was RMB 20,183,440.32, with specific allocations for high-end formulation projects and raw material projects [1][2] - The high-end formulation project is expected to be completed by July 2025, with ongoing construction and planning [1][3] Group 3: Cash Management of Idle Funds - The company has approved the use of idle raised funds for cash management, with a maximum daily balance of RMB 25,000,000 allowed for investment in liquid and capital-preserving products [2] - As of June 30, 2025, the total amount used for cash management was RMB 29,000,000, generating a return of RMB 390,400 [2][3] - The company has not experienced any significant changes in the feasibility of its projects or the need to temporarily supplement working capital with idle funds [2][3]