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].

Core Viewpoint - The company has decided to postpone the expected completion date for its fundraising project related to the issuance of convertible bonds, specifically the "265t/a high-end pharmaceutical intermediate product project," to April 2026 due to various implementation challenges and market conditions [1][4][6]. Fundraising Overview - The company has received approval from the China Securities Regulatory Commission to issue convertible bonds totaling RMB 822.35 million, with a maturity of 6 years and a face value of RMB 100 per bond [1][2]. - The total investment amount for the fundraising project is RMB 863.51 million, with RMB 811.74 million planned to be funded from the raised capital [2][3]. Project Delay Details - The delay in the project is attributed to the need for the company to ensure that the new construction of the third workshop is completed before starting renovations on the first and second workshops, which are critical for transitioning from commissioned processing to self-production [4][5]. - The expected completion date for the project has been postponed from March 2025 to April 2026 due to the late arrival of the raised funds and the need to optimize project progress in response to market demands [5][6]. Impact of Delay - The postponement is a cautious decision based on the actual situation of project implementation and does not alter the investment content or total amount, nor does it significantly impact the company's normal operations [4][6]. - The decision has been reviewed and approved by both the board of directors and the supervisory board, ensuring compliance with relevant regulations and protecting shareholder interests [6][7].

Meeting Overview - The fourth meeting of the fourth Supervisory Board of Shanghai Haoyuan Pharmaceutical Co., Ltd. was held on March 26, 2025, in accordance with legal regulations [1] - The meeting was convened by the chairman of the Supervisory Board, Mr. Zhang Yucheng, with all three supervisors present, ensuring the legality and validity of the resolutions [1] Resolutions Passed - The Supervisory Board approved the 2024 work report of the Supervisory Board, with a unanimous vote of 100% in favor [2] - The 2024 annual report and summary were approved, confirming compliance with legal and regulatory requirements, also with a unanimous vote of 100% in favor [2] - The financial settlement report for 2024 was approved, with a unanimous vote of 100% in favor [2] - The financial budget report for 2025 was approved, with a unanimous vote of 100% in favor [2] - The reappointment of Rongcheng Accounting Firm as the auditing institution for 2025 was approved, with a unanimous vote of 100% in favor [3] - The special report on the use of raised funds for 2024 was approved, confirming compliance with relevant regulations, with a unanimous vote of 100% in favor [4] - The proposal to postpone certain fundraising project investments was approved, with a unanimous vote of 100% in favor [5] - The internal control evaluation report for 2024 was approved, with a unanimous vote of 100% in favor [6] - The proposal for the 2025 supervisor remuneration was submitted for the annual shareholders' meeting due to all supervisors abstaining from voting [6] - The expected daily related transactions for 2025 were approved, with a unanimous vote of 100% in favor [6] - The proposal for the company and its subsidiaries to apply for a comprehensive credit limit from banks and provide guarantees was approved, with a unanimous vote of 100% in favor [7] - The proposal for asset impairment provision was approved, with a unanimous vote of 100% in favor [7] - The profit distribution plan for 2024 was approved, with a unanimous vote of 100% in favor [8] - The mid-term dividend arrangement for 2025 was approved, with a unanimous vote of 100% in favor [8] - The annual evaluation report for the "Quality Improvement and Efficiency Enhancement Return" special action plan for 2024 was approved, with a unanimous vote of 100% in favor [9] - The special action plan for 2025 was approved, with a unanimous vote of 100% in favor [9] - The performance commitment realization and compensation plan for Yaoyuan Pharmaceutical Chemical (Shanghai) Co., Ltd. was approved, with a unanimous vote of 100% in favor [10] - The proposal to invalidate certain unvested restricted stock from the 2022 incentive plan was approved, with a unanimous vote of 100% in favor [11] - The conditions for the third vesting period of the initial grant of the 2022 restricted stock incentive plan were confirmed, with a unanimous vote of 100% in favor [12]

归属名单的核查意见 上海皓元医药股份有限公司监事会 本次拟归属的激励对象符合《公司法》《证券法》等法律、法规和规范性文 件以及《公司章程》规定的任职资格，符合《管理办法》《上市规则》等法律、 法规和规范性文件规定的激励对象条件，符合本激励计划规定的激励对象范围， 其作为公司本激励计划激励对象的主体资格合法、有效，激励对象获授首次授予 部分限制性股票第三个归属期以及预留部分限制性股票第二个归属期规定的归 属条件已成就。 上海皓元医药股份有限公司 监事会关于2022年限制性股票激励计划首次授予部分 第三个归属期以及预留部分第二个归属期 监事会同意公司本激励计划首次授予部分第三个归属期及预留授予部分第 二个归属期规定的归属条件已经成就，首次授予部分限制性股票第三个归属期符 合归属条件的激励对象共计 164 人，可申请归属的限制性股票数量为 67.3297 万 股；预留授予部分限制性股票第二个归属期符合归属条件的激励对象共计 26 人， 可申请归属的限制性股票数量为 19.6883 万股。 上海皓元医药股份有限公司（以下简称"公司"）监事会依据《中华人民共 和国公司法》（以下简称"《公司法》"）、《中华人民共和国证券 ...

关于召开 2024 年年度股东大会的通知 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 重要内容提示： （二） 股东大会召集人：董事会 召开日期时间：2025 年 4 月 18 日 14 点 召开地点：上海市浦东新区张衡路 1999 弄 3 号楼公司会议室 （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 4 月 18 日 至 2025 年 4 月 18 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过互联 网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 （六） 融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者的投 票，应按照《上海证券交易所科创板上市公司自律监管指引第 1 号 — 规范运作》 等有关规定执行。 （七） 涉及公开 ...

公司主要聚焦于特色仿制药原料药及其相关中间 | 术 | | | | | --- | --- | --- | --- | | 协 | | | | | 技术 | 技 | | | | 同 | | | | | 客户 | "分子砌块"以及"原料药和中间体、制 | | | | 文献 | 核心 客户 | | | | 技术 | | 在小分子药物研发服务与产业化应用方面，有着深 | | | | 厚的积累，专注于高难、高技术 | | | | | 剂"三大引擎业务协同发展，公司2024年 | | | | 工具 | | | | | 分子 | | 壁垒产品开发赋能药物研发，致力于打造客户信赖的 | | | | 全球CRO&CDMO合作伙伴， | | | | 化合物和 | | | | | 生化试剂 | 砌块 技术 | | | | | 全年营业收入突破22亿元，实现营业收 | | | | 客户 | | 特别是在ADC早期发现到CDMO比较细分专业的领域 | | | | 当中，公司处于第一梯队。 | | | | 入与净利润双增长，提质增效成果显著。 | 客户协同 | | | | 坚持国际布局，海外市场开拓加速 | | | | | 欧洲 | ...

| 证券代码：688131 | 证券简称：皓元医药 公告编号：2025-046 | | --- | --- | | 债券代码：118051 | 转债简称：皓元转债 | 上海皓元医药股份有限公司 关于召开 2024 年年度股东大会的通知 本公司董事会及全体董事保证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、准确性和完整性依法承担法律责任。 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 2024 年年度股东大会 召开地点：上海市浦东新区张衡路 1999 弄 3 号楼公司会议室 （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 4 月 18 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 召开日期时间：2025 年 4 月 18 日 14 点 网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 （六） 融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 ...