三生国健药业（上海）股份有限公司 募集资金管理制度 第一章 总则 第六条 保荐机构或者独立财务顾问应当按照《证券发行上市保荐业务管理 办法》 《上市规则》、本制度的规定，对公司募集资金的管理和使用履行持续督导 职责，公司应当予以配合。 第一条 为了规范三生国健药业（上海）股份有限公司（以下简称"公司"） 募集资金的管理和使用，保护投资者的权益，依照《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法》（以下简称"《证券法》"）、 《上海证券交易所科创板股票上市规则》（以下简称"《上市规则》"）、《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》《上市公司募 集资金监管规则》等有关法律法规及规范性文件的规定，结合公司实际情况，特 制定本制度。 第二条 本制度适用于公司通过发行股票或者其他具有股权性质的证券，向 投资者募集并用于特定用途的资金监管，但不包括公司为实施股权激励计划募集 的资金监管。 第三条 公司募集资金应当专款专用。公司使用募集资金应当符合国家产业 政策和相关法律法规，践行可持续发展理念，履行社会责任，原则上应当用于主 营业务，有利于增强公司竞争能力和创新 ...

Core Viewpoint - The internal audit system of Sanofi (Shanghai) Co., Ltd. aims to enhance management and supervision of internal departments, subsidiaries, and significant affiliates, ensuring compliance with laws and regulations while improving audit quality [1][2]. Group 1: Internal Audit Definition and Objectives - Internal audit is defined as an evaluation activity conducted by internal personnel to assess the effectiveness of internal controls, risk management, and the authenticity of financial information [2][3]. - The objectives of internal control include compliance with laws, safeguarding assets, and ensuring the accuracy and completeness of information disclosure [3][4]. Group 2: Internal Audit Department Structure - The company has established an independent internal audit department that reports directly to the board's audit committee [3][5]. - The internal audit department must have a minimum of three dedicated audit personnel, with the head being a full-time position nominated by the audit committee [3][6]. Group 3: Audit Responsibilities - The internal audit department is responsible for evaluating the completeness and effectiveness of internal control systems across the company and its subsidiaries [5][10]. - It must conduct audits on financial data, ensuring legality, compliance, and authenticity, including financial reports and performance forecasts [5][10]. Group 4: Audit Procedures - The internal audit process includes planning, notifying the audited unit, collecting evidence, and drafting audit reports [8][9]. - Audit reports must be submitted within ten days after the audit's conclusion, allowing the audited unit to provide feedback [9][10]. Group 5: Internal Control Evaluation - The internal audit department is required to submit an annual internal control evaluation report to the audit committee, detailing the effectiveness of internal controls [10][11]. - If significant deficiencies or risks are identified, the audit committee must be promptly informed [11][12]. Group 6: Compliance and Reporting - The company must disclose any significant internal control deficiencies or risks to the stock exchange and provide details on corrective measures taken [11][12]. - The internal audit department must audit significant external investments, asset purchases, and guarantees to ensure compliance with regulations [12][13]. Group 7: Training and Accountability - The internal audit department is responsible for training and evaluating audit personnel to enhance their professional skills [33][34]. - Any misconduct by audit personnel, such as leaking confidential information or providing false reports, will result in disciplinary actions [34][35].

General Principles - The rules are established to protect the legal rights of shareholders and ensure the proper functioning of the shareholders' meeting in accordance with relevant laws and regulations [1][2][3] - The shareholders' meeting is the highest authority of the company and has specific powers defined by law and the company's articles of association [1][2] Shareholders' Meeting Types - There are two types of shareholders' meetings: annual and temporary [2] - The annual meeting must be held within six months after the end of the previous fiscal year, while temporary meetings can be called under specific circumstances within two months [2][3] Proposals and Notifications - Shareholders holding more than 1% of shares can propose agenda items for the meeting, and proposals must be submitted in writing [7][8] - Notifications for the annual meeting must be sent 20 days in advance, while notifications for temporary meetings must be sent 15 days in advance [9][10] Meeting Procedures - The meeting must be held at the company's registered address or another designated location, and it should be conducted in a manner that ensures order and compliance with legal requirements [21][22] - The meeting must include a record of attendees, proposals discussed, and voting results [20][21] Voting and Resolutions - Voting is conducted by registered shareholders, and each share carries one vote unless otherwise specified [15][16] - Resolutions can be classified as ordinary or special, with different thresholds for approval: ordinary resolutions require a simple majority, while special resolutions require two-thirds of the votes [16][17] Execution of Resolutions - The board of directors is responsible for executing the resolutions passed at the shareholders' meeting, and any violations of laws or regulations can lead to invalidation of the resolutions [58][59][60] Amendments to Rules - The rules may be amended if they conflict with changes in laws or the company's articles of association, and such amendments must be approved by the shareholders' meeting [63][64]

Core Viewpoint - The company has completed the commitment of fundraising investment for certain projects and plans to permanently supplement its working capital with the remaining funds, which is expected to enhance the efficiency of fund utilization and support its operational activities [1][6][7]. Fundraising Basic Situation - The company was approved to publicly issue 61,621,142 shares at a price of RMB 28.18 per share, raising a total of RMB 1,736,483,781.56, with the net amount after deducting underwriting fees and other expenses being RMB 1,736,483,781.56 [1][2]. Fundraising Investment Plan - The company has outlined its fundraising investment plan in accordance with its prospectus and subsequent announcements, detailing the allocation of funds to various projects, including new drug development and digital factory construction [2][3]. Fund Usage and Surplus Situation - As of August 29, 2025, the company has completed the committed investments for the "new drug development project for autoimmune and ophthalmic diseases" and the "innovation antibody drug industrialization and digital factory construction project," with other fundraising projects concluded [3][4]. Reasons for Fund Surplus - The surplus in fundraising is attributed to effective cost control and management during project execution, leading to lower investment costs. Additionally, the company has generated investment income from temporarily idle funds [4][5]. Surplus Fund Usage Plan - The company plans to permanently supplement its working capital with RMB 7,029.08 million of surplus funds, which will be used for daily operational activities to enhance cash flow and economic efficiency [5][6]. Approval Procedures - The board of directors and the supervisory board have approved the plan to use surplus funds, confirming that it aligns with the company's development strategy and does not harm the interests of shareholders [6][7].

Meeting Overview - The seventh meeting of the fifth Supervisory Board of Sanofi Health (Shanghai) Co., Ltd. was held on August 29, 2025, with all procedures complying with relevant laws and regulations [1] Resolutions Passed - The Supervisory Board unanimously approved the proposal to abolish the Supervisory Board and amend the Articles of Association, transferring its powers to the Audit Committee of the Board of Directors [1] - The Supervisory Board approved the 2025 semi-annual report and summary, confirming compliance with legal and internal regulations, and ensuring the accuracy and completeness of the disclosed information [2] - The Supervisory Board approved the mid-term profit distribution plan for 2025, which considers the company's operational status and future funding needs, and agreed to submit it for shareholder meeting approval [3] - The Supervisory Board approved a special report on the management and actual use of raised funds for the first half of 2025, confirming compliance with relevant regulations [4] - The Supervisory Board approved the proposal to permanently supplement working capital with surplus raised funds from completed projects, emphasizing the efficient use of funds and alignment with the company's operational plans [5]

证券代码：688336 证券简称：三生国健 公告编号：2025-051 三生国健药业（上海）股份有限公司 关于召开2025年第五次临时股东大会的通知 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。 （四） 现场会议召开的日期、时间和地点 召开日期时间：2025 年 9 月 15 日 10 点 00 分 召开地点：中国（上海）自由贸易试验区李冰路 399 号公司会议 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 9 月 15 日 至2025 年 9 月 15 日 重要内容提示： 一、 召开会议的基本情况 （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 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， 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 ...

Core Viewpoint - Sangfor Health has decided to abolish its supervisory board and amend its articles of association to enhance corporate governance in compliance with the latest legal regulations [1][2]. Group 1: Corporate Governance Changes - The company will no longer have a supervisory board, and its powers will be transferred to the audit committee of the board of directors [1]. - The relevant rules associated with the supervisory board will be abolished, including the "Rules of Procedure for the Supervisory Board" [1]. - Amendments to the articles of association will be made to align with the new governance structure and legal requirements [1][2]. Group 2: Legal Compliance - The changes are in accordance with the revised Company Law of the People's Republic of China (2023) and the Guidelines for Articles of Association of Listed Companies (2025) [1][2]. - The company aims to protect the legitimate rights and interests of shareholders and creditors while standardizing its organizational behavior [1][2]. Group 3: Responsibilities and Rights - The articles of association will define the responsibilities of the legal representative and the rights of shareholders, ensuring that all actions taken by the legal representative are binding on the company [4][5]. - Shareholders will retain the right to sue the company and its directors, supervisors, and senior management under the new governance framework [5][10].

Summary of Key Points Core Viewpoint The report provides a detailed account of the fundraising activities and the management of the raised funds by Sanofi Guojian Pharmaceutical (Shanghai) Co., Ltd. for the first half of 2025, highlighting the total amount raised, its allocation, and adjustments made to investment projects. Fundraising Overview - The company raised a total of RMB 1,736,483,781.56 through the issuance of 61,621,142 shares at RMB 28.18 per share, with a net amount of RMB 1,634,428,187.64 after deducting fees [1][2][3] - As of June 30, 2025, the balance of the special account for raised funds was RMB 81,117,314.56 [1][2] Fund Management - The company established a dedicated fund management system in compliance with relevant regulations, ensuring that funds are stored in special accounts and used exclusively for designated projects [1][2] - The company has signed tripartite and quadripartite agreements with banks and sponsors to clarify rights and obligations regarding fund management [1][2] Actual Use of Funds - The funds were primarily allocated to projects related to the company's main business and to supplement working capital [2][3] - As of June 30, 2025, the total amount used from the raised funds was RMB 1,494,204,365.06, with additional interest income contributing to the fund balance [1][2] Adjustments to Investment Projects - The company has made adjustments to the investment amounts for various projects, including reducing the budget for the "Antibody Drug Production New Project" from RMB 65 million to RMB 35 million and increasing the budget for the "Self-immune and Eye Disease Antibody Drug R&D Project" from RMB 15 million to RMB 25 million [4][5][6] - The adjustments were approved in meetings and are aimed at optimizing the use of raised funds while maintaining the total investment commitment [4][5][6] Temporary Use of Idle Funds - The company has temporarily supplemented working capital with surplus funds from various projects, amounting to RMB 66,628,200, with a repayment period not exceeding 12 months [3][4][5] - The company has also approved the use of idle funds for cash management, with a limit of RMB 30 million for a period of 12 months [3][4][5] Compliance and Reporting - The company has confirmed that all disclosed information regarding the use of raised funds is accurate and timely, with no violations in fund usage [5][6] - The report includes a detailed comparison of the actual use of funds against the planned allocations, ensuring transparency and accountability [5][6]

Core Viewpoint - Sangfor Biopharmaceuticals (Shanghai) Co., Ltd. has completed the investment commitments for its antibody drug research projects and has decided to permanently supplement its working capital with the remaining funds from these projects [1][6]. Fundraising Overview - The company was approved to publicly issue 61,621,142 shares at a price of RMB 28.18 per share, raising a total of RMB 1,736,483,781.56, with a net amount of RMB 1,634,428,187.64 after deducting fees [1][2]. Investment Projects - The main projects funded include: - New drug research for autoimmune and ophthalmic disease antibodies - Industrialization of innovative antibody drugs and digital factory construction - The total investment for these projects is RMB 335,433.49 million, with RMB 318,275.95 million allocated to the new drug research project and RMB 163,442.82 million to the industrialization project [3][4]. Fund Usage and Surplus - As of August 29, 2025, the company has completed the investment commitments for the aforementioned projects, with a total of RMB 163,733.77 million utilized, resulting in a surplus of RMB 7,029.08 million [4][6]. - The surplus funds will be permanently supplemented into the company's working capital to enhance cash flow and economic efficiency [6]. Approval Process - The board of directors and the supervisory board approved the decision to use the surplus funds, stating it would improve fund utilization efficiency and align with the company's development strategy [6][7]. - The sponsor institution confirmed that the process followed necessary legal procedures and complied with relevant regulations, ensuring no adverse impact on the company's operations [7][8].

证券代码：688336 证券简称：三生国健 公告编号：2025-043 三生国健药业（上海）股份有限公司 （www.sse.com.cn） 披露的《关于将部分项目节余资金用于暂时补充流动资金以及调整部 分募投项目拟投入募集资金金额的公告》（公告编号：2025-025）。 公司在规定期限内实际使用了人民币 6,984.37 万元（含利息收 入）节余募集资金暂时补充流动资金，并对资金进行了合理安排与使 用，没有影响募集资金投资计划的正常进行，资金运用情况良好。 截至本公告日，公司已将上述实际用于暂时补充流动资金的节余 募集资金提前全部归还至募集资金专用账户，并将上述募集资金的归 还情况通知了公司的保荐机构及保荐代表人。 关于提前归还暂时补充流动资金的闲置募集资金的 公告 特此公告。 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。 三生国健药业（上海）股份有限公司董事会 三生国健药业（上海）股份有限公司（以下简称"公司"或"三 生国健"）于 2025 年 5 月 26 日召开第五届董事会第八次会议和第五 届监事会第五次会议，审议 ...