Core Viewpoint - The Shanghai Medicy Biopharmaceutical Co., Ltd. held its sixth meeting of the fourth Supervisory Board, where several key resolutions were passed regarding the company's 2025 semi-annual report, fundraising management, and stock incentive plans [1][2][3][4][5][6][7][8]. Meeting Details - The meeting was convened on August 27, 2025, with all three supervisors present, confirming compliance with relevant laws and regulations [1]. - The meeting's resolutions were passed unanimously with 3 votes in favor, 0 against, and 0 abstentions [2][3][4][5][6][7][8]. Resolutions Passed - Approval of the 2025 semi-annual report and its summary, confirming adherence to legal and regulatory requirements [1][2]. - Approval of a special report on the management and actual use of raised funds for the first half of 2025 [2][3]. - Approval to increase the expected daily related transactions for 2025, ensuring no harm to the company or shareholders [3][4]. - Approval to terminate certain fundraising projects and redirect remaining funds to new projects and working capital, with no adverse impact on operations [4][5]. - Approval to cancel the Supervisory Board and amend the company’s articles of association, pending shareholder meeting approval [5][6]. - Approval of the 2025 restricted stock incentive plan draft, which aligns with legal requirements and supports the company's sustainable development [5][6][7]. - Approval of the assessment management measures for the implementation of the restricted stock incentive plan [6][7]. - Approval of the verification of the initial grant list for the restricted stock incentive plan, ensuring compliance with relevant regulations [7][8].

Core Points - Shanghai Medicilon Biopharmaceutical Co., Ltd. is convening its second extraordinary general meeting of shareholders in 2025 on September 15, 2025 [1][3] - The meeting will utilize a combination of on-site and online voting methods [1][4] - The agenda includes proposals for new projects, permanent supplementary working capital, and matters related to the incentive plan [2][8] Meeting Details - The meeting will take place at the company's office located at 585 Chuan Da Road, Pudong New District, Shanghai [1][3] - Voting will be conducted through the Shanghai Stock Exchange's online voting system, with specific time slots for trading and internet voting [1][4] - Shareholders must register to attend the meeting, with specific documentation required for both individual and corporate shareholders [5][6] Voting Procedures - Shareholders can vote via the Shanghai Stock Exchange's online voting system or in person, with the first vote counted in case of multiple submissions [4][6] - The voting rights are available to shareholders registered by the close of business on September 8, 2025 [5] - Proxy voting is allowed, and specific forms must be completed for representation [8]

General Principles - The rules are established to improve the corporate governance structure, regulate the board's operations, enhance decision-making efficiency, and ensure legal rights are exercised according to relevant laws and regulations [3][4] - The company has a board of directors accountable to the shareholders' meeting [3] Composition and Powers of the Board - The board consists of 9 directors, including 3 independent directors and 1 employee representative [4] - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy involvement [5][6] - Directors are elected by the shareholders' meeting and serve a term of three years, with the possibility of re-election [5][7] Duties and Responsibilities of Directors - Directors have fiduciary duties to avoid conflicts of interest and must not exploit their positions for personal gain [10][11] - Directors are required to act diligently and in the best interests of the company, ensuring compliance with laws and regulations [8][9] Board Meetings - The board must hold at least two meetings annually, with proper notice given to all directors [15][16] - A quorum for meetings requires the presence of more than half of the directors, and decisions must be made by a majority vote [31][32] Committees and Special Functions - The board has established several committees, including an audit committee, a strategy committee, and a nomination committee, which report to the board [12][13] - The board secretary is responsible for organizing meetings, maintaining records, and ensuring compliance with disclosure requirements [12][20] Decision-Making Procedures - The board must follow strict procedures for approving significant transactions, including investments and related party transactions, which require shareholder approval if they exceed certain thresholds [10][11][14] - Directors must disclose any conflicts of interest and abstain from voting on related matters [21][22] Amendments and Effectiveness - These rules serve as an attachment to the company's articles of association and take effect upon approval by the shareholders' meeting [27][28]

Core Viewpoint - The legal opinion letter confirms the compliance and legality of Shanghai Medicilon Inc.'s 2025 Restricted Stock Incentive Plan, indicating that the company is qualified to implement this plan and has followed necessary legal procedures [2][20][24]. Group 1: Company Overview - Shanghai Medicilon Inc. is a legally established and validly existing joint-stock company listed on the Shanghai Stock Exchange, with its stock code being 688202 [5][6]. - The company specializes in the research and development of drugs for AIDS, cancer sensitizers, genetic engineering vaccines, and biopharmaceutical intermediates [5]. Group 2: Incentive Plan Details - The 2025 Restricted Stock Incentive Plan involves granting a total of 1 million shares, representing 0.74% of the company's total share capital of 13,435.2184 million shares [7][9]. - The plan includes an initial grant of 800,000 shares (0.60% of total share capital) and a reserved portion of 200,000 shares (0.15% of total share capital) [9][10]. Group 3: Eligibility and Compliance - The incentive plan targets 385 core employees, accounting for 16.39% of the total workforce of 2,349 employees as of December 31, 2024 [7][8]. - The plan's eligibility criteria ensure that no inappropriate candidates are included, adhering to regulations set by the China Securities Regulatory Commission [8][24]. Group 4: Granting and Vesting Conditions - The grant price for the restricted stock is set at 31.37 yuan per share, which is compliant with the higher of the average trading price prior to the plan's announcement [14][15]. - The vesting schedule stipulates that shares will vest in two phases, with the first 50% vesting after 12 months and the remaining 50% after 24 months, contingent on performance targets being met [12][18]. Group 5: Legal Procedures and Disclosure - The company has completed necessary legal procedures, including board and supervisory committee approvals, and is set to disclose relevant documents within two trading days [20][22]. - The company has committed not to provide financial assistance to incentive plan participants, ensuring compliance with regulatory requirements [24].

Group 1 - The core viewpoint of the article is that Shanghai Medicy Bio-Pharmaceutical Co., Ltd. plans to increase its expected daily related transactions for the year 2025, which has been approved by the board of directors and is deemed necessary for the company's normal business operations [1][2][8] - The expected amount for the increased daily related transactions is 20 million yuan, which does not require shareholder meeting approval according to relevant regulations [2][3] - The independent directors and the supervisory board have unanimously agreed that the increase in expected daily related transactions aligns with the company's operational needs and does not harm the interests of shareholders, particularly minority shareholders [2][8] Group 2 - The main categories of the expected daily related transactions include sales of new drug research services and the provision of experimental animal services, which are considered normal business activities [7] - The company will sign written agreements with related parties for these transactions, ensuring that the pricing is fair and based on market conditions [7] - The related parties involved include Weishen Pharmaceutical (Nantong) Co., Ltd. and Puxin (Putian Xiuyu) Biological Co., Ltd., with specific details on their business operations and ownership structures provided [5][6]

Core Viewpoint - The company has decided to terminate part of its fundraising projects and redirect the remaining funds towards new projects, permanent working capital supplementation, and continued storage in the fundraising special account due to changes in market conditions and strategic adjustments [21][22]. Fundraising Overview - The total amount raised by the company was RMB 1 billion, with a net amount of RMB 985.29 million after deducting underwriting fees [1]. - All raised funds have been stored in a special account to ensure proper management and protection of investor interests [2]. Fundraising Project Adjustments - The company has adjusted its fundraising project allocations, with a total planned investment of RMB 2.176 billion, of which RMB 985.29 million has been allocated, achieving a progress rate of 61.79% [3]. - The project "North Shanghai Biopharmaceutical R&D Innovation Industrial Base" has been terminated due to changes in market demand and conditions [5][6]. Reasons for Project Termination - The termination of the North Shanghai project is attributed to significant changes in the market and industry environment, including a decline in investment sentiment and a slowdown in customer demand [6]. - The company aims to mitigate risks associated with project delays and ensure effective use of raised funds by terminating the project [6]. Remaining Fund Usage Plan - The remaining funds of RMB 289.9 million will be allocated as follows: RMB 40 million for the "Overseas Marketing and R&D Center Project," RMB 160 million for permanent working capital, and RMB 89.9 million will remain in the special account [6][7]. New Project Overview - The new project involves increasing investment in the "Overseas Marketing and R&D Center Project" through the company's wholly-owned subsidiary, MEDICILON USA CORP, to enhance its presence in international markets [6][7]. - The project aims to leverage existing overseas sales and R&D teams to improve brand influence and service efficiency in the global biopharmaceutical market [6][7]. Industry Context - The biopharmaceutical industry is experiencing a supportive policy environment for innovative drug development, with various government initiatives aimed at enhancing research and development [8][9]. - The global CRO market is projected to grow significantly, with an expected increase from approximately USD 82.11 billion in 2023 to USD 106.45 billion by 2026, driven by rising demand for drug development services [10][11]. Company Strategy - The company has established a robust sales team and marketing network, with a focus on expanding its international presence and enhancing service capabilities to meet growing overseas demand [12][13]. - The strategic establishment of the Boston lab is intended to support the company's global operations and facilitate effective communication with international clients [12][13]. Talent and Management - The company has built a strong talent pool in the CRO sector, essential for maintaining competitive advantages in the industry [14][19]. - Continuous improvement of management systems and talent acquisition strategies is crucial for sustaining growth and addressing the challenges posed by increasing competition in the CRO market [18][19].

Core Viewpoint - The Shanghai Medicilon Inc. has received approval from its Board of Directors' Compensation and Assessment Committee for its 2025 Restricted Stock Incentive Plan, indicating compliance with relevant laws and regulations [1][4]. Summary by Sections Compliance with Regulations - The company confirms that there are no prohibitive circumstances under the relevant laws and regulations for implementing the stock incentive plan, including the Company Law and Securities Law [2][3]. - The plan's initial grant recipients meet the qualifications set forth in the Company Law, Securities Law, and other relevant regulations [3][4]. Incentive Plan Details - The initial grant recipients are core employees of the company and its subsidiaries, excluding independent directors and supervisors, ensuring compliance with the incentive object conditions [3][4]. - The plan's formulation, review process, and content adhere to the legal requirements, and the granting arrangements do not infringe on the interests of the company and its shareholders [4]. Governance and Objectives - The implementation of the incentive plan is expected to enhance the company's governance structure, attract and retain talent, and align the interests of shareholders, the company, and the core team [4].

Group 1 - The company has proposed an equity incentive plan that includes the allocation of restricted stock to core employees, with a total of 385 individuals receiving 80% of the plan's total equity [1] - The total number of restricted shares to be granted is 1 million shares, which represents 0.74% of the company's total share capital [1] - The plan reserves 20% of the total equity for future allocation, amounting to 200,000 shares [1] Group 2 - The company's board of directors, along with the compensation committee and supervisory board, will provide clear opinions and legal advice regarding the incentive plan [2]

Core Points - The company has established a 2025 Restricted Stock Incentive Plan to enhance corporate governance and attract talent while aligning the interests of shareholders, the company, and core teams [1][2] - The plan aims to ensure the achievement of long-term development strategies and operational goals while safeguarding shareholder interests [1][2] Assessment Objectives - The purpose of the assessment is to strengthen the execution of the incentive plan, quantify specific goals, and promote a scientific, standardized, and institutionalized management of the assessment process [2] - The assessment will objectively and fairly evaluate employee performance and contributions, providing a comprehensive basis for the execution of the incentive plan [2] Assessment Principles - The assessment will adhere to principles of fairness, justice, and transparency, strictly evaluating the incentive objects according to the established guidelines [2] - Assessment indicators will be aligned with the company's medium to long-term development strategy and annual operational goals, as well as the performance, capability, and attitude of the incentive objects [2] Assessment Scope - The assessment applies to all incentive objects defined in the plan, including core employees but excluding independent directors and supervisors [2] - All incentive objects must have signed labor or employment contracts with the company or its subsidiaries during the assessment period [2] Assessment Institutions and Execution - The company's Compensation and Assessment Committee will lead and review the assessment of incentive objects [2] - The Human Resources and Finance Departments will form an assessment team responsible for collecting and providing relevant data, ensuring its authenticity and reliability [2] Performance Assessment Indicators and Standards - The vesting of restricted stocks will depend on both company-level and individual-level assessment results [3] - Company-level performance assessment targets for the fiscal years 2025 and 2026 include specific revenue growth thresholds, with the first vesting period requiring a minimum of 10% revenue growth and the second period requiring 20% [3][4] Assessment Period and Frequency - The assessment period for the restricted stock incentive plan spans the fiscal years 2025 and 2026, with annual assessments conducted for both company-level and individual-level performance [5] Assessment Procedures - The Human Resources and Finance Departments will conduct the assessments under the guidance of the Compensation Committee, maintaining records of the results and submitting a performance assessment report [5] Assessment Results Management - Assessment results will be communicated to the assessed individuals within five working days after the assessment, with provisions for appeals to the Compensation Committee [5] - Records of the assessment results will be archived as confidential documents [5] Additional Provisions - The Compensation Committee is responsible for formulating and revising the assessment guidelines, which will be implemented upon approval by the shareholders' meeting [6]

上海美迪西生物医药股份有限公司 2025 年限制性股票激励计划（草案） 证券简称：美迪西 证券代码：688202 上海美迪西生物医药股份有限公司 二〇二五年八月 上海美迪西生物医药股份有限公司 2025 年限制性股票激励计划（草案） 声明 本公司及全体董事、监事保证本激励计划及其摘要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。 上海美迪西生物医药股份有限公司 2025 年限制性股票激励计划（草案） 特别提示 一、《上海美迪西生物医药股份有限公司 2025 年限制性股票激励计划（草 案）》由上海美迪西生物医药股份有限公司（以下简称"美迪西""公司"或"本 公司"）依据《中华人民共和国公司法》《中华人民共和国证券法》《上市公司 股权激励管理办法》《上海证券交易所科创板股票上市规则》《科创板上市公司 自律监管指南第 4 号——股权激励信息披露》和其他有关法律、行政法规、规范 性文件，以及《公司章程》等有关规定制订。 二、美迪西 2025 年限制性股票激励计划（以下简称"本激励计划"）采取 的激励形式为第二类限制性股票。股票来源为公司从二级市场回购的本公司人民 ...