Transaction Overview - The company, Shanghai Haoyuan Pharmaceutical Co., Ltd., has completed the acquisition of 100% equity of Yaoyuan Pharmaceutical Chemical (Shanghai) Co., Ltd. through a share issuance and cash payment, as approved by various board meetings and the China Securities Regulatory Commission [1][2] - The transaction involved issuing 2,439,296 shares for asset purchase and 464,166 shares for raising matching funds, with the completion of registration at the China Securities Depository and Clearing Corporation [2] Performance Commitment and Compensation Arrangement - The performance commitment from WANG YUAN and other parties includes net profits of no less than 15 million yuan for 2022, 26 million yuan for 2023, and 38 million yuan for 2024, totaling at least 79 million yuan over three years [2][3] - If the cumulative net profit falls below 79 million yuan, the performance committers must compensate the company through additional shares or cash [3][4] Performance Commitment Achievement - The actual net profits for the years 2022, 2023, and 2024 were 17.90 million yuan, 24.12 million yuan, and 36.47 million yuan respectively, resulting in a cumulative net profit of 78.49 million yuan, achieving a completion rate of 99.36% [5][6] Impairment Testing Results - An impairment test conducted by Zhongshui Zhiyuan Asset Appraisal Co., Ltd. valued the 100% equity of Yaoyuan Pharmaceutical at 539.60 million yuan, indicating no impairment occurred as this value exceeded the purchase price of 411.80 million yuan [7][8] Reasons for Non-Achievement of Performance Commitment - The performance commitment was affected by a tightening financing environment for innovative drug companies, leading to a slowdown in R&D investment and difficulties in acquiring new orders [8] - Additionally, the financial strain on clients in the pharmaceutical industry caused delays in project progress, impacting the expected profit contributions [8] Compensation Plan and Share Buyback - The compensation plan includes share compensation and cash returns for dividends, with a total of 47,725 shares to be compensated and a cash compensation of 81.54 yuan [9][10] - The company plans to repurchase the compensatory shares at a nominal price of 1 yuan and subsequently cancel them [9][10] Approval Procedures - The company’s board and supervisory committee approved the performance commitment achievement and compensation plan, which will be submitted for shareholder approval [10][11] Independent Financial Advisor's Opinion - The independent financial advisor confirmed that the performance commitments were not fully met, but the acquired assets did not suffer impairment, and the compensation obligations must be fulfilled as per the agreements [12]

Group 1 - The core opinion of the internal control audit is that Shanghai Haoyuan Pharmaceutical Co., Ltd. maintained effective financial reporting internal controls as of December 31, 2024, in all material respects according to the relevant regulations [2][2][2] - The responsibility for establishing and implementing effective internal controls lies with the board of directors of Haoyuan Pharmaceutical, as per the guidelines and standards set forth [1][1][1] - The inherent limitations of internal controls mean that they may not prevent or detect misstatements, and changes in circumstances can lead to inadequacies in internal controls [1][1][1] Group 2 - The audit was conducted in accordance with the "Guidelines for Internal Control Audits" and relevant Chinese CPA standards [1][1][1] - The auditors are responsible for expressing an opinion on the effectiveness of internal controls based on the audit work performed and disclosing any significant deficiencies noted [1][1][1]

Core Viewpoint - The report presents the asset impairment test for the performance commitment period of Yaoyuan Pharmaceutical Chemical (Shanghai) Co., Ltd., conducted by Shanghai Haoyuan Pharmaceutical Co., Ltd. and reviewed by RSM China [1][2]. Group 1: Management and Auditor Responsibilities - The management of Haoyuan Pharmaceutical is responsible for preparing the impairment test report in accordance with the relevant regulations and agreements, ensuring its content is true, accurate, and complete [2]. - The auditor's responsibility is to provide an opinion on the impairment test report based on the audit procedures performed, ensuring compliance with professional standards [2]. Group 2: Audit Conclusion - The audit concluded that the impairment test report prepared by the management of Haoyuan Pharmaceutical fairly reflects the conclusions regarding the performance commitment period for the acquisition of Yaoyuan Pharmaceutical Chemical (Shanghai) Co., Ltd. [3]. Group 3: Purpose of the Report - The audit report is intended solely for the disclosure of the asset impairment test related to the performance commitment period and should not be used for any other purpose [3].

Summary of Shanghai Haoyuan Pharmaceutical Co., Ltd. - The report focuses on the non-operating fund occupation and other related fund transactions of Shanghai Haoyuan Pharmaceutical Co., Ltd. [1] - The audit was conducted by Rongcheng Accounting Firm (Special General Partnership) [1] Non-operating Fund Occupation - The total amount of non-operating fund occupation at the beginning of 2024 was not disclosed, with the cumulative amount for the year also not specified [1] - The report indicates that there are no non-operating fund occupations from the actual controlling shareholders and their subsidiaries [1] - The total amount of non-operating fund occupation at the end of 2024 is also not provided [1] Related Fund Transactions - The report lists various related fund transactions with specific amounts, including: - Shanghai Haohong Biological Technology Co., Ltd. had a transaction amount of 441,991,091.80 [2] - Anhui Haoyuan Pharmaceutical Co., Ltd. had a transaction amount of 62,000,992.36 [2] - Other subsidiaries also reported various amounts, such as 25,362,210.21 from Heze Haoyuan Pharmaceutical Technology Co., Ltd. [2] - The total amount of related fund transactions at the end of 2024 was reported as 801,505,992.80 [3]

Core Viewpoint - The report provides an overview of the fundraising activities and the actual usage of funds by Shanghai Haoyuan Pharmaceutical Co., Ltd. for the year 2024, confirming compliance with regulatory requirements and reflecting the company's financial management practices accurately [1][2][3]. Fundraising Overview - The total amount raised through the initial public offering (IPO) was RMB 1,208,814,000, with a net amount of RMB 1,108,194,309.86 after deducting issuance costs [4][6]. - The company issued 1,860,000 shares at a price of RMB 64.99 per share, with the funds fully received by June 3, 2021 [4][5]. - Additional fundraising through the issuance of shares for asset acquisition raised RMB 49,999,961.52, with a net amount of RMB 40,516,942.65 after costs, received by December 30, 2022 [4][5]. Fund Usage and Balance - As of December 31, 2024, all raised funds had been utilized, resulting in a balance of RMB 0.00 in the fundraising account [6][9]. - Cumulative investments in fundraising projects amounted to RMB 1,129,583,127.02, with no remaining balance in the fundraising storage account [6][9]. Fund Management Practices - The company established a fundraising management policy to ensure the proper storage, approval, usage, and supervision of the funds [7][8]. - The company signed tripartite agreements with banks for the management of fundraising accounts, ensuring compliance with regulatory guidelines [7][8]. Investment Project Details - The company reported specific investment amounts for various projects, including RMB 112,958.31 million for the IPO funds and RMB 5,007.79 million for the asset acquisition funds [9][10]. - The company utilized self-raised funds for preliminary investments in projects before the actual fundraising was completed, totaling RMB 104,896,289.07 [10][11]. Cash Management - The company engaged in cash management activities using temporarily idle funds, with a maximum of RMB 30 million allocated for safe, liquid investments [13][14]. - The cash management products included structured deposits and other financial instruments, ensuring the safety and liquidity of the funds [16][17]. Use of Surplus Funds - The company approved the use of surplus funds from completed projects for other fundraising projects, amounting to RMB 1,834.37 million [20][21]. - The company also utilized surplus funds for operational liquidity, with a total of RMB 16,919.43 million used for this purpose [18][19]. Compliance and Reporting - The company confirmed that all fundraising activities and fund usage were disclosed accurately and complied with relevant regulations, with no violations reported [24].

Group 1 - The company has appointed Rongcheng Certified Public Accountants as the auditing firm for the fiscal year 2024, following the necessary procedures and approvals from the board of directors and supervisory board [1][2]. - Rongcheng Certified Public Accountants, established in 1988 and restructured in 2013, is one of the earliest firms authorized to provide securities services in China, with 212 partners and 1,552 registered accountants as of December 31, 2024 [1][2]. - The audit committee has conducted a thorough review of Rongcheng's qualifications, independence, and professional competence, concluding that the firm is capable of providing auditing services for the company in 2024 [2][3]. Group 2 - The audit committee held meetings with the audit team to discuss the preliminary audit plan, key audit matters, and risk assessments, ensuring effective communication regarding the audit process [3]. - The audit committee has adhered to regulations set by the China Securities Regulatory Commission and the Shanghai Stock Exchange, ensuring that the auditing process is conducted in a timely and objective manner [4][5]. - The audit committee commended Rongcheng for its adherence to professional ethics and timely completion of the 2024 annual report audit, resulting in a clear and comprehensive audit report [5].

Core Viewpoint - The company and its subsidiaries plan to apply for a total comprehensive credit limit of up to 1.21 billion yuan from banks for the year 2025, with the company providing guarantees for these credit facilities [1][2][9]. Group 1: Credit Application Details - The total proposed credit limit is 121 million yuan, which will be used for normal operations and development needs [1][2]. - Specific banks involved in the credit application include Bank of China, Everbright Bank, China Merchants Bank, and others, with various amounts allocated to different subsidiaries [1][3]. - The credit application includes amounts such as 80 million yuan for the company itself and 41 million yuan for its subsidiaries [1][3]. Group 2: Guarantee Provision - The company intends to provide guarantees totaling no more than 20 million yuan for its subsidiaries [2][9]. - The current balance of guarantees provided by the company to its subsidiaries is 10 million yuan for Hefei Ouchuang and 1 million yuan for both Yantai Haoyuan and Yaoyuan Pharmaceutical [2][9]. - The company has no overdue guarantees or guarantees related to litigation [2][9]. Group 3: Internal Decision-Making Process - The board of directors and the supervisory board approved the credit application and guarantee provision on March 26, 2025, without needing to submit the matter to the shareholders' meeting [4][12]. - The decision was made considering the operational needs and overall development strategy of the company and its subsidiaries [10][12]. Group 4: Financial Performance - As of December 31, 2024, the total assets of the company were approximately 111 million yuan, with total liabilities of about 40.9 million yuan, resulting in a net asset value of around 70.2 million yuan [5][7]. - The company reported a revenue of approximately 105.6 million yuan and a net profit of about 35 million yuan for the year 2024 [5][7]. Group 5: Risk Management - The company maintains control over its subsidiaries, which are either wholly owned or controlled, ensuring manageable risk levels associated with the guarantees [10][12]. - The company believes that the guarantee provision will not adversely affect the interests of the company and its shareholders [10][12].

Core Viewpoint - The company announced a provision for asset impairment totaling 147.68 million yuan for the year 2024, significantly impacting its net profit and reflecting a cautious approach to financial reporting [1][2]. Summary by Sections Asset Impairment Provision Overview - The company recognized an inventory impairment provision of 129.23 million yuan, which will reduce the total profit for 2024 by the same amount, leading to a net profit decrease of 118.20 million yuan, accounting for 58.63% of the audited net profit for the year [1][2]. Specifics of the Impairment Provision - The total asset impairment loss amounted to 147.68 million yuan, which includes: - Credit impairment losses for accounts receivable: 12.82 million yuan - Credit impairment losses for other receivables: 3.51 million yuan - Inventory impairment loss: 129.23 million yuan - Contract asset impairment loss: 2.13 million yuan [1][2]. Impact on Financial Statements - The total provision for asset and credit impairment losses will decrease the company's equity by 132.89 million yuan as of the end of the reporting period [2]. Opinions from the Board and Supervisory Committee - The Board's Audit Committee and the Supervisory Committee both approved the asset impairment provision, affirming that it aligns with the principles of prudence and complies with accounting standards, thereby accurately reflecting the company's financial status [3][4][6].

Core Viewpoint - The independent director of Shanghai Haoyuan Pharmaceutical Co., Ltd. has provided a comprehensive report on their duties and responsibilities for the year 2024, highlighting their active participation in board meetings, adherence to legal regulations, and commitment to protecting shareholder interests [1][2][3]. Group 1: Independent Director's Basic Information - The independent director, Zhang Xingxian, has been serving since December 2019 and is a professor at Zhejiang University of Technology, with a background in organic chemistry [2]. - The board consists of 9 members, with 3 independent directors, meeting the legal requirements [1]. Group 2: Attendance and Participation - The independent director attended all 11 board meetings and participated in 1 annual and 3 temporary shareholder meetings during the reporting period [5]. - All proposals presented at the board meetings received approval, with the independent director voting in favor of all [5][6]. Group 3: Communication and Oversight - The independent director conducted site visits and maintained close communication with management to understand the company's operations and market conditions [6]. - The management team provided necessary support and timely updates to facilitate the independent director's duties [6]. Group 4: Key Focus Areas - The independent director reviewed related party transactions, confirming they were conducted at fair market prices and did not harm the company or shareholders' interests [7][8]. - Financial reports were disclosed in compliance with regulations, ensuring accuracy and completeness [8][9]. Group 5: Internal Controls and Compliance - The company has established a robust internal control system, adhering to relevant laws and regulations to mitigate operational risks [9]. - The independent director confirmed the reappointment of the auditing firm, ensuring compliance with legal standards [9][10]. Group 6: Financial Management and Shareholder Returns - The company managed its fundraising in accordance with regulations, ensuring proper use and disclosure of funds [10]. - The profit distribution plan for 2023 included cash dividends totaling approximately 22.56 million yuan and a stock increase of 60.15 million shares [10][11]. Group 7: Compensation and Incentives - The board approved reasonable compensation for directors and senior management, aligning with industry standards [12]. - The company implemented stock incentive plans to attract and retain talent, ensuring compliance with relevant regulations [15]. Group 8: Overall Assessment - The independent director emphasized the company's effective governance and operational compliance, contributing positively to decision-making processes [17][18]. - The transition to new independent directors was managed smoothly to maintain governance continuity [18].

Core Viewpoint - The independent directors of Shanghai Haoyuan Pharmaceutical Co., Ltd. have been evaluated for their independence and found to comply with relevant regulations, ensuring they can perform their duties without external influence [1][2]. Group 1 - The board of directors conducted an assessment of the independence of current independent directors Wang Rui, Huang Yong, Li Yuanyuan, and those whose terms will end in January 2025: Gao Yang, Yuan Bin, and Zhang Xingxian [1]. - The evaluation confirmed that the independent directors do not fall under any disqualifying conditions as per the "Management Measures for Independent Directors of Listed Companies" [1][2]. - Independent directors have adhered to the regulations set forth by the China Securities Regulatory Commission and the Shanghai Stock Exchange, ensuring they dedicate sufficient time and effort to fulfill their responsibilities [1].