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]

Core Viewpoint - The legal opinion letter from Hunan Qiyuan Law Firm confirms that Shengxiang Biotechnology Co., Ltd. is eligible to implement its 2025 restricted stock incentive plan, having complied with relevant laws and regulations [1][2][6]. Group 1: Company Background - Shengxiang Biotechnology was established by the transformation of Hunan Shengxiang Biotechnology Co., Ltd. and was officially registered on August 30, 2019 [4]. - The company received approval from the China Securities Regulatory Commission for its initial public offering, issuing 40 million shares on August 8, 2020, and is listed on the Shanghai Stock Exchange under the stock code 688289 [4]. Group 2: Legal Compliance - The law firm has verified that the company meets all legal requirements to proceed with the incentive plan, including the absence of any conditions that would necessitate termination or suspension of the plan [6][10]. - The firm has confirmed that the company has provided all necessary documentation and that there are no significant omissions or misrepresentations [2][3]. Group 3: Incentive Plan Details - The 2025 restricted stock incentive plan was approved by the company's board on July 10, 2025, and includes provisions for the purpose, management, and distribution of rights among the incentive recipients [7][10]. - The plan specifies that the funding for the incentive will come from the participants' own resources, with the company not providing any financial assistance [12]. Group 4: Impact on Stakeholders - The board's remuneration and assessment committee has indicated that the incentive plan is beneficial for the company's sustainable development and does not harm the interests of the company or its shareholders [12][13]. - The incentive plan's implementation is contingent upon further legal procedures and approval from the shareholders' meeting [9][14].

Core Viewpoint - The report serves as an independent financial advisory opinion on the 2025 Restricted Stock Incentive Plan of Shengxiang Biotechnology Co., Ltd, ensuring compliance with relevant laws and regulations while assessing the plan's feasibility and potential impact on the company's sustainable development and shareholder interests [1][2][18]. Group 1: Independent Financial Advisor's Role - The independent financial advisor, Shanghai Miaodao Enterprise Management Consulting Co., Ltd, was commissioned to provide an advisory report based on the 2025 Restricted Stock Incentive Plan [1]. - The advisor conducted due diligence and confirmed that the professional opinions expressed align with the disclosed documents of the company [2][3]. Group 2: Incentive Plan Overview - The incentive plan involves granting 1,192,600 restricted stocks, accounting for approximately 0.21% of the company's total share capital of 579,388,006 shares [5][6]. - The plan is designed to motivate key employees of the wholly-owned subsidiary, Zhongshan Shengxiang Haiji Biotechnology Co., Ltd, and is structured to align the interests of the company, shareholders, and core team members [23]. Group 3: Conditions and Terms - The grant price for the restricted stocks is set at 16.40 RMB per share, which is 79.46% of the average trading price on the day before the plan was announced [10][11]. - The plan includes specific performance targets for the subsidiary, with net profit goals of no less than 140 million RMB for 2025 and 180 million RMB for 2026 [12][16]. Group 4: Compliance and Feasibility - The plan complies with the relevant regulations, including the Management Measures and the Self-Regulatory Guidelines, ensuring that the granting conditions and procedures are legally sound [18][19]. - The independent financial advisor confirmed that the plan's implementation would positively impact the company's sustainable operations and shareholder equity [23][24]. Group 5: Performance Evaluation - The performance evaluation system for the incentive plan includes both company-level and individual-level assessments, ensuring a comprehensive evaluation of the employees' contributions [26]. - The plan's structure is designed to motivate employees while ensuring that the interests of shareholders are not compromised [25][26].

Core Viewpoint - The company is implementing a new stock incentive plan aimed at enhancing corporate governance, attracting and retaining key employees, and aligning the interests of shareholders, the company, and the core team for long-term development. Group 1: Purpose of the Incentive Plan - The incentive plan aims to improve corporate governance and establish a long-term incentive mechanism to attract and retain core employees of the wholly-owned subsidiary, Zhongshan Haiji [1][2] - The plan is designed to enhance the cohesion of the core team and the company's core competitiveness, ensuring the achievement of strategic and operational goals while safeguarding shareholder interests [1][2] Group 2: Details of the Incentive Plan - The plan involves granting 1,192,600 restricted stocks, accounting for approximately 0.21% of the company's total share capital of 57,938,800.06 shares [5][6] - The stock will be sourced from either newly issued A-shares or repurchased shares from the secondary market [5][6] Group 3: Eligibility and Distribution - The incentive plan targets 9 core employees from Zhongshan Haiji, representing 0.38% of the total workforce of 2,346 employees [7][9] - The plan excludes independent directors, supervisors, and major shareholders or their immediate family members [7][9] Group 4: Vesting Conditions - The restricted stocks will vest in three phases, with the first vesting occurring 12 months after the grant date, and subsequent vesting contingent on meeting performance targets [10][12] - Performance targets include achieving a net profit of no less than 140 million yuan in 2025 and 180 million yuan in 2026 for Zhongshan Haiji [18][20] Group 5: Grant Price and Valuation - The grant price for the restricted stocks is set at 16.40 yuan per share, which is 80% of the closing price on the day the plan was reviewed by the board [13][14] - The total estimated cost of the stock incentive plan is projected to be 5.9057 million yuan, which will be recognized as an expense over the vesting period [26][29] Group 6: Rights and Obligations - The company is responsible for verifying the eligibility of the incentive recipients and ensuring compliance with the vesting conditions [30][31] - Recipients must contribute to the company's development and cannot transfer or use the stocks as collateral until they are vested [30][31]

证券代码：688289 证券简称：圣湘生物 公告编号：2025-043 圣湘生物科技股份有限公司 2025 年限制性股票激励计划（草案） 摘要公告 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。 重要内容提示： 股权激励方式：第二类限制性股票。 股份来源：圣湘生物科技股份有限公司（以下简称"圣湘生物""本公 司""公司"或"上市公司"）向激励对象定向发行的本公司人民币 A 股普通 股股票或从二级市场回购的本公司人民币 A 股普通股股票。 截至本激励计划草案公告日，公司同时正在实施公司 2021 年限制性股票激 励计划、公司 2023 年限制性股票激励计划和公司 2023 年第二期限制性股票激励 计划。本激励计划与公司 2021 年限制性股票激励计划、公司 2023 年限制性股票 激励计划及公司 2023 年第二期限制性股票激励计划相互独立，不存在相关联系。 股权激励的权益总数及涉及的标的股票总数：圣湘生物 2025 年限制性股票 激励计划（以下简称"本激励计划"）拟授予激励对象的限制性股票数量为 119.2600 万股，约 ...

圣湘生物科技股份有限公司 2025 年限制性股票激励计划激励对象名单 圣湘生物科技股份有限公司 董事会 2025 年 7 月 10 日 1 注： 1、公司全部在有效期内的股权激励计划所涉及的标的股票总数累计未超过公司股本总额的 20%。上述任何一名激励对象通过全部在有效期内的股权激励计划获授的本公司股票均累计未超 过公司股本总额的 1%。 2、本激励计划涉及的激励对象不包括公司独立董事、监事、单独或合计持有公司 5%以上股 份的股东或实际控制人及其配偶、父母、子女以及外籍员工。 圣湘生物科技股份有限公司 2025 年限制性股票激励计划激励对象名单 | 职务 | 获授的限制 | 占本激励计划 | 占本激励计划 | | --- | --- | --- | --- | | | 性股票数量 | 拟授出权益数 | 草案公布日股 | | | （万股） | 量的比例 | 本总额的比例 | | 公司全资子公司中山圣湘海济生物医药有 限公司的核心骨干员工 | 119.26 | 100.00% | 0.21% | | 合计 | 119.26 | 100.00% | 0.21% | ...