奥锐特药业股份有限公司 董事、高级管理人员买卖公司股票管理办法 第一条 为进一步加强对奥锐特药业股份有限公司（以下简称"公司"）董事、高 级管理人员买卖公司股票的管理，根据《公司法》《上市公司董事和高级管理人员所持 本公司股份及其变动管理规则》《上海证券交易所上市公司自律监管指引第15号——股 东及董事、高级管理人员减持股份》等相关法律法规和公司章程的有关规定，结合公司 实际情况，制定本管理办法。 第二条 本办法适用于本公司董事、高级管理人员及其近亲属买卖本公司股票的管 理。 高级管理人员，是指公司总经理、副总经理、财务负责人、董事会秘书以及《公司 章程》规定的其他相关人员。 第三条 董事、高级管理人员所持本公司股票，是指登记在其名下和利用他人账户 持有的所有本公司股票。公司董事、高级管理人员从事融资融券交易的，还包括记载在 其信用账户内的本公司股票。 第四条 公司董事、高级管理人员买卖公司股票的管理职责如下： 管理层级 职责 报要求； 董事、高级管理人员 2.董事、高级管理人员拟买卖本公司股票的，应事前征询公司董事会秘书的 意见，以确保买卖股票的时间和数量符合规范要求，并由证券法务部按照相 关规定报交易所备 ...

Core Points - The article outlines the insider information management system of Aorite Pharmaceutical Co., Ltd, aiming to regulate insider information management and enhance confidentiality [1][2] - The system defines insider information and the individuals who qualify as insiders, emphasizing the importance of confidentiality and compliance with relevant laws [2][3] Group 1: Insider Information Definition - Insider information refers to significant information related to the company's operations, finances, or market price that has not been publicly disclosed [2] - Examples of insider information include major changes in business strategy, significant asset transactions exceeding 30% of total assets, and major losses or debts [2][3] Group 2: Responsibilities and Management - The Board of Directors is responsible for managing insider information, ensuring accurate and complete records of insider information [3] - The Secretary of the Board is tasked with overseeing the confidentiality of insider information and maintaining the insider information registry [3][4] Group 3: Confidentiality Obligations - Individuals with insider information are prohibited from trading the company's stock or disclosing insider information before it is publicly announced [4][5] - The company must conduct self-inspections regarding insider trading activities and report any violations to regulatory authorities within two working days [4][5] Group 4: Registration and Documentation - The company is required to maintain a registry of individuals who have access to insider information, documenting the circumstances under which they gained access [5][6] - The registry must include details such as the insider's name, position, identification number, and the nature of the insider information [6][7] Group 5: Compliance and Enforcement - The company will pursue legal action against individuals who violate confidentiality obligations, including potential criminal charges for severe breaches [4][5] - The insider information registry must be updated regularly and retained for at least ten years [6][7]

Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at Aorite Pharmaceutical Co., Ltd, aiming to enhance corporate governance and ensure shareholders can fully exercise their rights [1][2]. Chapter 1: General Provisions - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the total number of directors to be elected, enabling them to concentrate or distribute their votes among candidates [1][2]. Chapter 2: Nomination of Director Candidates - The board of directors, audit committee, or shareholders holding more than 1% of voting shares can nominate candidates for non-employee representative directors, including independent directors [2][3]. - Nominators must obtain consent from the nominees and ensure that nominees provide detailed personal information and commit to fulfilling their duties if elected [3][4]. Chapter 3: Voting for Director Candidates - The voting process for directors will be clearly explained to shareholders, and separate voting will be conducted for independent and non-independent directors [3][4]. - The cumulative voting method calculates the total votes based on the number of shares held multiplied by the number of directors to be elected [5][6]. Chapter 4: Election of Directors - The election results will be announced after counting the votes, and a candidate must receive more than half of the total voting rights held by attending shareholders to be elected [6][7]. - If there are ties in votes, a second round of voting will be conducted to determine the elected candidates [6][7]. Chapter 5: Supplementary Provisions - Any matters not covered by these rules will be governed by relevant national laws and regulations, and the rules will take effect upon approval by the shareholders' meeting [7].

Core Viewpoint - The company has established a management system to prevent the controlling shareholder and related parties from occupying company funds, ensuring the protection of the interests of all shareholders and creditors [1][2]. Group 1: General Principles - The system aims to maintain the legitimate interests of the company, its shareholders, and creditors, in accordance with relevant laws and regulations [1]. - The controlling shareholder is defined as a shareholder holding more than 50% of the company's total share capital or having significant influence over shareholder resolutions [1]. - Fund occupation includes both operational and non-operational forms, such as related transactions and various financial arrangements with the controlling shareholder [2]. Group 2: Prevention Measures - All related transactions with the controlling shareholder must comply with the company's articles of association and related management measures [2]. - The company is prohibited from providing funds to the controlling shareholder through various means, including loans, guarantees, or covering expenses without proper transactions [2][3]. Group 3: Responsibilities of the Board and Management - The board of directors and senior management are legally obligated to safeguard company funds and prevent fund occupation by the controlling shareholder [3]. - The chairman of the board is designated as the primary responsible person for preventing fund occupation [3]. - Regular checks must be conducted by the audit committee and financial departments to monitor transactions with the controlling shareholder [3][4]. Group 4: Handling Fund Occupation - In cases of fund occupation, the company must promptly develop a recovery plan and report to regulatory authorities [4]. - Independent directors can propose judicial freezing of shares held by the controlling shareholder if fund occupation occurs [4][5]. Group 5: Accountability and Penalties - Directors and senior management who fail to fulfill their responsibilities or assist in fund occupation may face disciplinary actions, including removal from their positions [6][7]. - Any losses incurred due to violations of the management system must be compensated by the responsible individuals [7].

Core Points - The article outlines the compensation management system for directors and senior management of Aorite Pharmaceutical Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance management efficiency and align with shareholder interests [1][2][3] Summary by Sections General Principles - The compensation system is designed to be competitive with market standards, combining short-term and long-term incentives, and ensuring transparency [1][3] - Applicable directors include all current members of the board, categorized into internal, external, and independent directors [1][2] Compensation Management - The shareholders' meeting is responsible for reviewing the compensation plans for directors, while the board is responsible for senior management [2] - The compensation and assessment committee of the board is tasked with developing compensation plans and evaluating performance [2] Compensation Standards and Distribution - Internal directors who are also senior management will receive compensation according to senior management standards, while external and independent directors will receive compensation as approved by the shareholders' meeting [3][4] - Senior management compensation consists of a base salary and performance-based pay, with the latter linked to individual and company performance [3][4] Restraint Mechanism - The company can reduce or withhold performance pay under certain circumstances, such as public reprimands or significant violations of regulations [5][6] - A post-tenure audit system is established to adjust salaries based on the accuracy of reported performance during their tenure [5][6] Supplementary Provisions - The compensation system will comply with national laws and regulations, and will take effect upon approval by the shareholders' meeting [7]

Summary of Key Points Core Viewpoint - On August 29, Guizhou Moutai announced plans for a significant share buyback, while 13 other listed companies disclosed their intentions to reduce shareholdings [1][2]. Group 1: Guizhou Moutai - The controlling shareholder of Guizhou Moutai intends to increase its stake by purchasing shares worth between 3 billion to 3.3 billion yuan [2]. Group 2: Companies Reducing Holdings - Several companies announced share reductions, including: - Siyi Information: Five actual controllers plan to reduce their holdings by up to 3% [2]. - Galaxy Magnetics: Director He Jinzhu plans to sell no more than 460,000 shares [2]. - Pinwo Food: The controlling shareholder Wang Mu intends to reduce his stake by up to 3% [2]. - Dike Co., Ltd.: Shareholders from Wuxi Diyin Technology, Wuxi Saide Technology, and Wuxi Shanghui Jia plan to reduce their holdings by up to 1% [2]. - Hengguang Co., Ltd.: Shareholder Xiangjiang Investment plans to reduce its stake by up to 2.99% [2]. - New Open Source: Deputy General Manager Zou Xiaowen plans to sell no more than 125,200 shares [2]. - Nawei Technology: Shareholders intend to reduce their holdings by up to 2.6759% [2]. - Aojing Medical: Shareholders plan to reduce their stake by up to 1% [2]. - Huasheng Tiancai: Director Wang Weihang and Supervisor Qian Jiying plan to reduce their holdings by up to 0.9984% [2]. - Kosen Technology: Director Tan Chai Hau plans to reduce his stake by up to 0.0615% [2]. - Aorite: Tian Tai Bolong plans to reduce its holdings by up to 0.54% [2]. - Zhejiang Wen Film: Shareholder Qian Wenlong plans to reduce his stake by up to 0.4308% [2]. - Chenxin Pharmaceutical: Shareholder Shi Sihua plans to reduce his holdings by up to 1% [2].

Summary of Key Points Core Viewpoint - On August 29, 2023, Guizhou Moutai announced plans for significant stock buybacks, while 13 other listed companies disclosed their intentions to reduce shareholdings, indicating a mixed sentiment in the market regarding stock ownership adjustments [1][2]. Group 1: Stock Buybacks - Guizhou Moutai's controlling shareholder intends to increase their stake by purchasing between 3 billion to 3.3 billion yuan worth of company shares [2]. Group 2: Stock Reductions - Several companies announced share reductions, including: - Sayi Information: Five actual controllers plan to reduce their holdings by up to 3% [2]. - Galaxy Magnetics: Director He Jinzhu plans to sell no more than 460,000 shares [2]. - Pinwo Food: The controlling shareholder Wang Mu intends to reduce his stake by up to 3% [2]. - Dike Co., Ltd.: Shareholders from Wuxi Diyin Technology, Wuxi Saide Technology, and Wuxi Shanghui Jia plan to reduce their holdings by up to 1% [2]. - Hengguang Co., Ltd.: Shareholder Xiangjiang Investment plans to reduce holdings by up to 2.99% [2]. - New Open Source: Deputy General Manager Zou Xiaowen plans to sell no more than 125,200 shares [2]. - Nawei Technology: Shareholders intend to reduce their holdings by up to 2.6759% [2]. - Aojing Medical: Shareholders plan to reduce their holdings by up to 1% [2]. - Huasheng Tiancai: Director Wang Weihang and Supervisor Qian Jiying plan to reduce their holdings by up to 0.9984% [2]. - Kosen Technology: Director Tan Chai Hau plans to reduce holdings by up to 0.0615% [2]. - Aoyue Technology: Tian Tai Bolong plans to reduce holdings by up to 0.54% [2]. - Zhejiang Wen Film: Shareholder Qian Wenlong plans to reduce holdings by up to 0.4308% [2]. - Chenxin Pharmaceutical: Shareholder Shi Sihua plans to reduce holdings by up to 1% [2].

格隆汇8月29日丨奥锐特(605116.SH)公布，因部分合伙人自身资金需求，自本公告发布之日起15个交易 日后的3个月内（窗口期不减持），天台铂融拟通过集中竞价、大宗交易方式减持公司股份不超过 2,176,600股，即不超过公司总股本的0.54%。 ...

格隆汇8月29日丨奥锐特(605116.SH)公布，因部分合伙人自身资金需求，自本公告发布之日起15个交易 日后的3个月内（窗口期不减持），天台铂融拟通过集中竞价、大宗交易方式减持公司股份不超过 2,176,600股，即不超过公司总股本的0.54%。 ...

证券代码：605116 证券简称：奥锐特 公告编号：2025-063 债券代码：111021 债券简称：奥锐转债 奥锐特药业股份有限公司 股东减持股份计划公告 本公司董事会、全体董事及相关股东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： 大股东的基本情况 截至本公告发布日，奥锐特药业股份有限公司（以下简称"公司"）的股份 总数为 406,195,234 股，天台铂融投资合伙企业（有限合伙）（以下简称"天台 铂融"）及其一致行动人浙江桐本投资有限公司（以下简称"浙江桐本"）、天台 铂恩投资管理合伙企业（有限合伙）（以下简称"天台铂恩"）合计持有公司股份 170,096,400 股，占公司总股本的 41.88%。其中天台铂融持有公司股份 9,907,200 股，占公司总股本的 2.44%，浙江桐本持有公司股份 153,583,200 股，占公司总 股本的 37.81%，天台铂恩持有公司股份 6,606,000 股，占公司总股本的 1.63%。 上述股份均来源于公司首次公开发行股票前取得的股份。 减持计划的主要内容 因部分合伙人自身资金 ...