证券代码：688289 证券简称：圣湘生物 公告编号：2025-047 圣湘生物科技股份有限公司 董事会薪酬与考核委员会关于公司 2025 年限制 性股票激励计划激励对象名单的审核意见及公示 情况说明 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、准确性和完整性依法承担法律责任。 圣湘生物科技股份有限公司（以下简称"公司"）于 2025 年 7 月 10 日召开了第 二届董事会 2025 年第八次临时会议和第二届监事会 2025 年第五次临时会议，审议通 过了《圣湘生物科技股份有限公司关于<公司 2025 年限制性股票激励计划（草案）> 及其摘要的议案》等议案。根据《上市公司股权激励管理办法》（以下简称"《管理办 法》"）的相关规定，公司对《公司 2025 年限制性股票激励计划（草案）》中确定的 激励对象名单在公司内部进行了公示。公司董事会薪酬与考核委员会根据《管理办法》 相关规定，在征询公示意见后对激励对象名单进行核查，相关公示情况及核查结果如 下： 一、公示情况及核查方式 （一）公示情况 公司于 2025 年 7 月 12 日在上海证券交易所网站（w ...

Core Points - The company is holding its third extraordinary general meeting of shareholders in 2025 to discuss several key proposals, including a restrictive stock incentive plan and changes to its governance structure [1][2][3] Group 1: Shareholder Meeting Procedures - Shareholders and their representatives must sign in 15 minutes before the meeting and present identification to attend [1][2] - The meeting will follow a structured agenda, allowing shareholders to exercise their rights to speak, inquire, and vote [2][3] - Voting will be conducted both on-site and online, with specific time frames for participation [4][5] Group 2: Proposals for Consideration - Proposal 1 involves the approval of the 2025 restrictive stock incentive plan, which aims to attract and retain key employees by granting a total of 1.1926 million shares [7][8] - Proposal 2 focuses on the implementation assessment management measures for the restrictive stock incentive plan [9] - Proposal 3 seeks authorization for the board to manage matters related to the restrictive stock incentive plan [10][11] Group 3: Governance Changes - Proposal 4 suggests abolishing the supervisory board and revising the company's articles of association to enhance governance [13][14] - Proposal 5 involves the election of the third board of directors, with specific candidates nominated for non-independent director positions [16] - Proposal 6 addresses the nomination of independent directors for the third board of directors [18][19]

圣湘生物科技股份有限公司 2025 年第三次临时股东大会会议资料 二〇二五年七月 圣湘生物科技股份有限公司（688289）2025 年第三次临时股东大会会议资料 目录 | 年第三次临时股东大会会议须知 2025 | 2 | | --- | --- | | 2025 年第三次临时股东大会会议议程 | 4 | | 议案一：圣湘生物科技股份有限公司关于《公司 年限制性股票激励计划（草 2025 | | | 案）》及其摘要的议案 | 6 | | 议案二：圣湘生物科技股份有限公司关于《公司 2025 年限制性股票激励计划实 | | | 施考核管理办法》的议案 | 7 | | 议案三：圣湘生物科技股份有限公司关于提请股东大会授权董事会办理公司限制 | | | 性股票激励计划相关事宜的议案 | 8 | | 议案四：圣湘生物科技股份有限公司关于不再设置监事会、修订《公司章程》并 | | | 办理工商变更登记及制定、修订部分治理制度的议案 | 10 | | 议案五：圣湘生物科技股份有限公司关于董事会换届选举暨提名第三届董事会非 | | | 独立董事候选人的议案 | 11 | | 议案六：圣湘生物科技股份有限公司关于董事会换届选 ...

Core Insights - The article highlights the rapid growth and strategic importance of the nano-metal materials industry in China, driven by technological advancements and increasing market demand [1][14]. Industry Overview - Nano-metal materials, characterized by grain sizes between 1-100 nanometers, exhibit superior properties such as ultra-high strength, excellent thermal stability, and unique electromagnetic characteristics [1][14]. - The market size for nano-metal materials in China is projected to grow from 28.98 billion yuan in 2018 to 74.451 billion yuan in 2024, with a compound annual growth rate (CAGR) of 17.03% [1][14]. - Key applications of nano-metal materials include electronics, new energy development, biomedicine, and aerospace [1][14]. Production Methods - The production methods for nano-metal materials are categorized into physical and chemical methods, including evaporation-condensation, high-energy ball milling, and chemical reduction [5]. Policy Support - The Chinese government has identified nano-materials as a key area for development, with various policies aimed at promoting innovation and industrial upgrades [7]. Industry Chain - The upstream of the nano-metal materials industry includes raw material supply and manufacturing equipment, while the downstream encompasses applications in biomedical, aerospace, construction, automotive, and electronics sectors [9]. Key Companies - Notable companies in the nano-metal materials sector include Jiangsu Boqian New Materials Co., Ltd., Jiangxi Baohong Nano Technology Co., Ltd., and Shandong Changxin Nano Technology Co., Ltd., which are involved in the R&D and production of high-performance nano-metal materials [17][19][21]. Development Trends - The industry is moving towards high-performance and multifunctional materials, with innovations in atomic-level structure design and surface modification technologies [25]. - There is a shift towards green and low-carbon production methods, emphasizing sustainable practices in the manufacturing of nano-metal materials [26][27]. - Cross-disciplinary integration is expanding the application boundaries of nano-metal materials, particularly in biomedicine and information technology [28].

Group 1 - The company, Sansure Biotech, is convening its third extraordinary general meeting of shareholders on July 29, 2025 [1][4] - The meeting will include both on-site and online voting options, with specific time slots for each [4][6] - Key proposals for the meeting include the 2025 Restricted Stock Incentive Plan and the election of the third board of directors [4][6] Group 2 - The voting process will allow shareholders to vote through the Shanghai Stock Exchange's online voting system, with detailed instructions provided for participation [6][7] - Shareholders must register and provide necessary documentation to attend the meeting, including identification and authorization letters if applicable [7][8] - The company has outlined the cumulative voting system for electing directors, allowing shareholders to allocate their votes among candidates [10][11]

Core Viewpoint - The company has decided to abolish the supervisory board and amend its articles of association to enhance corporate governance and compliance with relevant laws and regulations [1][2]. Summary by Sections Abolishment of Supervisory Board - The company will no longer have a supervisory board, with its functions being transferred to the audit committee under the board of directors [1]. - This decision is in line with the provisions of the Company Law and aims to improve the company's governance structure [1][2]. Amendments to Articles of Association - The company plans to revise its articles of association to reflect the changes in governance structure and ensure compliance with the latest legal requirements [2]. - Key amendments include: - The definition of the company and its stakeholders has been broadened to include employees [2]. - The legal representative of the company will now be the director representing the company in executing its affairs [2]. - The total number of shares issued by the company remains at 579,388,006 [3]. - The company will not provide financial assistance for the acquisition of its shares, except for employee stock ownership plans [3]. Governance and Compliance - The company emphasizes the importance of adhering to the latest laws and regulations to enhance its governance level [2]. - The audit committee will now assume the supervisory functions previously held by the supervisory board, ensuring continued oversight of the company's operations [1][2].

Board Restructuring Announcement - The second board of directors of Shengxiang Biotechnology Co., Ltd. is about to expire, and the company has initiated the election process for the third board of directors [1][2] - The company held a temporary meeting on July 10, 2025, to approve the nomination of candidates for the third board of directors, including both non-independent and independent directors [1][2] Candidate Nomination - The board of directors has nominated six candidates for non-independent directors and four candidates for independent directors, with Wang Shanping being a professional accountant [2] - The independent directors' qualifications must be approved by the Shanghai Stock Exchange before being submitted for shareholder approval [2] Current Board Members - Two independent directors, Cao Ya and Qiao Youlin, will not continue their roles due to the expiration of their six-year term [3] - The current board will continue to perform its duties until the new board is approved at the upcoming shareholder meeting [3] Candidate Qualifications - All nominated candidates meet the legal and regulatory requirements for board membership and have not faced any administrative penalties or disqualifications [2][12] - The candidates possess relevant educational backgrounds and work experiences that qualify them for their respective roles [2][12] Candidate Profiles - Detailed resumes of the nominated candidates highlight their qualifications, including educational achievements and professional experiences [5][7][9][11][14][18][20] - Notable candidates include Dai Lizhong, the current chairman and general manager, and Wang Shanping, an accounting professor with extensive experience in finance [5][12][18][20]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [1][2] - The company was established as a joint-stock company and registered in Changsha, with a unified social credit code [1][2] - The company was registered with the China Securities Regulatory Commission and listed on the Shanghai Stock Exchange in August 2020, issuing 40 million shares [1][2] Company Structure - The registered capital of the company is RMB 579,388,006 [2] - The company is a permanent joint-stock company, and the board of directors represents the company in executing its affairs [2][3] - The legal representative of the company is the chairman of the board, and any changes to this position must be made within 30 days of resignation [2][3] Business Objectives and Scope - The company's business philosophy emphasizes "innovation + service" and aims to provide affordable and quality genetic technology and products to promote public health [4] - The registered business scope includes various technical services, medical device production and sales, and genetic diagnosis and treatment technology development [4] Share Issuance - The company's shares are issued in the form of stocks, with a par value of RMB 1 per share [5][6] - The total number of shares issued by the company is 579,388,006, all of which are ordinary shares [5][6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends, attend meetings, supervise the company's operations, and transfer their shares [11][12] - Shareholders must comply with laws and regulations, pay for their subscribed shares, and cannot withdraw their capital except as legally permitted [41][42] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [48] - Shareholders holding more than 10% of the shares can request a temporary meeting, and the board must respond within 10 days [54][55] Voting and Proposals - Shareholders can propose agenda items for meetings, and proposals must be submitted in writing [58][59] - The notice for shareholder meetings must include details such as time, location, and agenda items, ensuring transparency [61][62]

Core Viewpoint - The document outlines the management system for related party transactions of Shengxiang Biotechnology Co., Ltd, emphasizing the need for fairness, legality, and transparency in such transactions to protect the interests of the company, its creditors, and all shareholders, especially minority investors [1][2]. Group 1: General Principles - The company aims to ensure the fairness of related party transactions and establish a management system to facilitate necessary transactions while safeguarding the interests of the company and its stakeholders [1]. - Related party transactions must be legal, necessary, reasonable, and fair, maintaining the company's independence and avoiding any form of benefit transfer or financial manipulation [2]. Group 2: Definition of Related Parties - Related parties include individuals or entities that have control over the company, hold more than 5% of shares, or are closely related to key management personnel [3][4]. - The company must maintain an updated list of related parties to ensure accurate identification during transactions [4]. Group 3: Transaction Types and Restrictions - Related party transactions encompass various activities, including financial assistance, asset purchases, and management services [5][6]. - The company is prohibited from providing financial assistance to controlling shareholders or related parties without specific conditions being met [6][7]. Group 4: Pricing and Decision-Making Procedures - The pricing of related party transactions should follow market principles, and written agreements must be established detailing transaction specifics [13][14]. - Significant transactions require approval from independent directors and may necessitate evaluations or audits if they exceed certain thresholds [10][11]. Group 5: Disclosure Requirements - The company must disclose related party transactions that meet specific monetary thresholds, ensuring transparency in its dealings [29][30]. - Annual and semi-annual reports should summarize daily related party transactions, and any significant changes in transaction agreements must be disclosed [32][33]. Group 6: Implementation and Compliance - The management system for related party transactions is effective upon approval by the company's board of directors, ensuring adherence to relevant laws and regulations [38].

General Principles - The rules are established to regulate company behavior and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The company must hold shareholder meetings in strict accordance with laws, regulations, and its articles of association [1][2] Types of Shareholder Meetings - Shareholder meetings are categorized into annual and extraordinary meetings, with annual meetings held within six months after the end of the previous fiscal year [1] - Extraordinary meetings must be convened within two months under specific circumstances, such as insufficient board members or significant losses [1] Convening Shareholder Meetings - The board of directors is responsible for convening meetings within the stipulated time frame [3][4] - Independent directors can propose extraordinary meetings, and the board must respond within ten days [3][4] - Shareholders holding more than 10% of shares can request extraordinary meetings, and the board must provide feedback within ten days [4][5] Proposals and Notifications - Proposals must fall within the scope of shareholder meeting authority and comply with legal requirements [6][7] - Shareholders holding at least 1% of shares can submit proposals ten days before the meeting [6][7] - Notifications for annual meetings must be sent 20 days in advance, while extraordinary meetings require 15 days' notice [7] Meeting Procedures - Meetings should be held at the company's registered address or a specified location, and can also utilize electronic communication methods [9][19] - Shareholders must present valid identification to attend meetings, and proxies must have written authorization [10][11] Voting and Decision-Making - Voting can be conducted through various methods, including electronic means, and results must be announced immediately [14][40] - The board must ensure that the meeting proceeds smoothly and address any disruptions [20][21] - Related shareholders must abstain from voting on matters where they have a conflict of interest [12][13] Record Keeping and Compliance - Meeting records must include details such as time, location, attendees, and voting results, and must be preserved for at least ten years [42][43] - Any resolutions passed must comply with legal standards, and disputes regarding the validity of resolutions can be taken to court [46][47] Implementation and Interpretation - The rules take effect upon approval by the shareholder meeting and are subject to interpretation by the board of directors [49][50]