三生国健药业（上海）股份有限公司 关于召开 2025 年半年度业绩说明会的公告 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。 证券代码：688336 证券简称：三生国健 公告编号：2025-052 重要内容提示： ? 会议召开时间：2025 年 9 月 8 日（星期一）9:30-10:30 ? 会议召开地点：上海证券交易所上证路演中心（网址： https://roadshow.sseinfo.com/） ? 会议召开方式：上证路演中心视频直播和网络互动 ? 投资者可于 2025 年 9 月 1 日（星期一）至 9 月 5 日（星期五）16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通过公司邮 箱 ir@3s-guojian.com 进行提问。公司将在说明会上对投资者普遍关 注的问题进行回答。 三生国健药业（上海）股份有限公司（以下简称"公司" ）已于 更全面深入地了解公司 2025 年半年度经营成果、财务状况及利润分 配情况，公司计划于 2025 年 9 月 8 日（星期一）9:30-10:30 举行 20 ...

Group 1 - The company announced the resignation of non-independent director Sun Yongzhi due to work adjustments, effective immediately upon receipt of the resignation report [2][3] - Sun Yongzhi's resignation does not affect the number of board members or the normal operation of the board, ensuring no adverse impact on the company's daily operations [2][3] - The company expressed gratitude for Sun Yongzhi's contributions during her tenure [3] Group 2 - The company held a staff representative meeting to elect Wu Jing as the staff director of the fifth board, ensuring compliance with relevant laws and regulations [4][5] - Wu Jing's term will last until the fifth board's term expires, following the approval of a related proposal at the upcoming shareholders' meeting [5] - Wu Jing meets all qualifications required by the Company Law and relevant regulations, and has no conflicts of interest with major shareholders or other board members [6]

Core Viewpoint - The independent director candidate for Sangfor Technologies (Shanghai) Co., Ltd. has declared their qualifications and commitment to independence in accordance with relevant regulations and guidelines [1][4]. Group 1: Qualifications and Experience - The candidate possesses basic knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, and management [1]. - The candidate meets the requirements set forth by various laws and regulations, including the Company Law of the People's Republic of China and the Management Measures for Independent Directors of Listed Companies [1]. Group 2: Independence Criteria - The candidate confirms independence by not being involved with the company or its affiliates, nor having direct or indirect shareholding exceeding 1% of the company's issued shares [2][3]. - The candidate has no significant business relationships with the company or its major shareholders, nor has provided financial, legal, or consulting services to them [3]. Group 3: Compliance and Training - The candidate has not faced any administrative or criminal penalties from the China Securities Regulatory Commission in the last 36 months [3]. - The candidate has participated in training recognized by the stock exchange and has obtained relevant certification [4]. Group 4: Commitment to Responsibilities - The candidate commits to adhering to laws, regulations, and the rules of the Shanghai Stock Exchange, ensuring sufficient time and energy to fulfill their duties independently [5]. - The candidate acknowledges the consequences of making false statements regarding their qualifications and independence [4][5].

证券代码： 688336 证券简称：三生国健 公告编号：2025-047 三生国健药业（上海）股份有限公司 关于补选独立董事并调整董事会专门委员会委员的 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（以下简称"公司"或"三 生国健"）于 2025 年 8 月 29 日召开公司第五届董事会第十一次会议， 审议通过《关于补选独立董事并调整董事会专门委员会委员的议案》。 现将具体情况公告如下： 一、 独立董事任期届满离任情况 公司独立董事金永利先生、张薇女士，自 2019 年 8 月担任公司 独立董事以来，连续任职时间已满六年。根据《上市公司独立董事管 理办法》等相关规定，独立董事连任时间不得超过六年。金永利先生、 张薇女士向公司董事会申请辞去公司第五届董事会独立董事职务，同 时一并辞去在董事会专门委员会中的职务，辞职后不再担任公司任何 职务。具体内容详见公司于 2025 年 8 月 23 日在上海证券交易所网站 （www.sse.com.cn）披露的《关于公司独立董事任期届满离任的公告 ...

三生国健药业（上海）股份有限公司 对外投资管理办法 第一章 总则 第一条 为加强三生国健药业（上海）股份有限公司（以下简称"公司"） 对外投资管理、规范公司的对外投资行为，控制投资风险，提高经济效益，根 据《中华人民共和国公司法》（以下简称"《公司法》）"、《上海证券交易 所科创板股票上市规则》（以下简称"《科创板上市规则》"）和《公司章 程》及其他相关法律、法规和规范性文件的规定，制定本办法。 第二条 本办法所称对外投资，是指公司及子公司根据国家法律法规、《公 司章程》及本办法的规定，采用货币资金、股权或实物、无形资产等方式、以 盈利或资产保值增值为目的而进行的资产或资本类运营活动，包括：股权投 资、增资扩股、对外收购兼并、证券金融类投资及其他投资行为等。 第三条 纳入公司合并会计报表范围的子公司（以下简称"子公司"）发生 的本办法所述对外投资决策事项，视同公司发生的事项，适用本办法的规定。 第四条 公司对外投资行为应符合国家有关产业政策要求，符合公司发展战 略规划和经营宗旨，具有良好的经济效益，有利于优化公司产业结构，培育核 心竞争力。 第二章 投资决策和管理机构 第五条 公司股东会、董事会、董事长为公司 ...

Core Viewpoint - The document outlines the information disclosure management measures for Sanofi Health Industry (Shanghai) Co., Ltd., emphasizing the importance of timely, accurate, and complete information disclosure to protect the rights of shareholders and the public [1]. Group 1: General Principles of Information Disclosure - The company must disclose all information that could significantly impact the trading price of its stocks or investment decisions [6][7]. - Information must be disclosed in a timely, fair, and accurate manner, ensuring clarity and avoiding misleading statements [7][8]. - All investors should have equal access to disclosed information, preventing selective disclosure [11]. Group 2: Responsibilities and Obligations - The chairman of the board is the primary responsible person for information disclosure, while the board secretary is responsible for its execution [2]. - All related parties, including directors, senior management, and shareholders, have disclosure obligations [2][3]. - The company must ensure that any public commitments made by related parties are disclosed promptly [3]. Group 3: Disclosure of Major Events - Major events must be disclosed immediately upon the board's resolution or when relevant parties sign agreements [12]. - If a major event is uncertain, the company may delay disclosure but must do so at the latest when a final decision is made [12]. - The company must disclose any significant changes to previously disclosed matters that could impact stock prices [14]. Group 4: Content of Disclosure - The company must disclose information reflecting its business, technology, finance, governance, competitive advantages, industry trends, and policy impacts [6]. - Regular disclosures should include annual, semi-annual, and quarterly reports, detailing financial data and significant events [30][31]. - The company must provide detailed explanations for any significant declines in net profit or revenue [26]. Group 5: Industry Information and Risks - The company should proactively disclose industry information that could significantly affect stock prices or investor decisions [59]. - It must identify and disclose risks that could adversely impact its core competitiveness and operational activities [64][65]. - Any major changes in the industry environment or operational risks must be disclosed promptly [67].

Core Points - The article outlines the independent director system of Sanofi (Shanghai) Pharmaceutical Co., Ltd, emphasizing the importance of independent directors in enhancing corporate governance and protecting minority shareholders' rights [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1][2] - They are responsible for participating in decision-making, supervising potential conflicts of interest, and providing professional advice to enhance the board's decision-making quality [20][21] Group 2: Qualifications and Conditions for Independent Directors - Candidates for independent directors must meet specific legal and regulatory requirements, including independence from the company and its major shareholders [7][8] - Independent directors should have relevant experience, such as at least five years in legal, accounting, or economic fields, and must not have any significant negative records [10][11] Group 3: Nomination and Election Process - Independent directors can be nominated by the board or shareholders holding more than 1% of the company's shares, and the nomination must be free from conflicts of interest [13][14] - The election of independent directors requires a cumulative voting system when electing multiple directors, ensuring transparency and representation of minority shareholders [16][17] Group 4: Duties and Powers of Independent Directors - Independent directors have the authority to independently hire external consultants for audits or advice, propose meetings, and express independent opinions on matters that may harm the company or minority shareholders [21][22] - They are required to attend board meetings and can delegate their voting rights to other independent directors if unable to attend [27][28] Group 5: Reporting and Communication - Independent directors must submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [35][36] - They are also responsible for reporting any violations of laws or regulations to the board and can escalate issues to regulatory authorities if necessary [10][17] Group 6: Compensation and Support - The company is responsible for covering the costs incurred by independent directors in fulfilling their duties, including hiring professional services [40] - Independent directors receive appropriate compensation, which must be approved by the board and disclosed in the annual report [41][42]

General Principles - The rules aim to clarify the responsibilities and authority of the board of directors of Sangfor Technologies (Shanghai) Co., Ltd., ensuring efficient operation and scientific decision-making [1] - The board is a permanent institution responsible for executing shareholder resolutions and safeguarding the interests of the company and all shareholders [1][2] - The board must act within the scope defined by laws, regulations, and the company's articles of association, treating all shareholders fairly [1][3] Board Structure - The board has a secretariat responsible for daily affairs, including document management and information disclosure [2][3] - The board is supported by specialized committees, including the Audit Committee, Compensation and Assessment Committee, Nomination Committee, and Strategic Decision Committee [2][3] Meeting Procedures - The board holds two regular meetings annually to review annual and semi-annual performance [4] - Special meetings can be convened under specific circumstances, such as requests from the chairman or other board members [4][5] - Meeting proposals must comply with legal and regulatory requirements and be submitted in a timely manner [5][6] Notification and Attendance - Regular meetings require a 10-day notice, while special meetings require a 5-day notice, unless urgent circumstances arise [7][8] - Attendance is mandatory for directors, and they may delegate their voting rights under specific conditions [9][10] Decision-Making and Voting - Decisions require a majority vote from attending directors, with specific rules for related party transactions [11][12] - Meeting minutes must be recorded, detailing attendance, discussions, and voting outcomes [14][15] Documentation and Record Keeping - Meeting records and resolutions are maintained by the board secretary for a period of ten years [15][16] - The board may establish a special fund with shareholder approval, managed by the board secretary [56][57]

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1] - The company was registered on June 23, 2020, and issued 61,621,142 shares of ordinary stock to the public, which were listed on the Shanghai Stock Exchange on July 22, 2020 [1][3] - The registered capital of the company is RMB 616,785,793 [2] Business Objectives and Scope - The company's business objective is to focus on patients, quality, and innovation, aiming to become a leader in the antibody drug field in China [3] - The business scope includes medical research and development, technical services, drug production, import and export, and medical device operations [4][5] Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [6][7] - The total share capital of the company is RMB 616,785,793, with a total of 616,785,793 shares, all of which are ordinary shares [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [12][13] - Shareholders must comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [15] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with specific procedures for calling and conducting these meetings [21][22] - Shareholder meetings require a quorum and must follow legal and procedural requirements for decision-making [36][37] Financial Assistance and Guarantees - The company may provide financial assistance for acquiring its shares under certain conditions, but the total amount cannot exceed 10% of the issued share capital [8] - Any external guarantees provided by the company must be approved by the shareholders if they exceed specified thresholds [46][47]

General Principles - The management system for the shares held by the directors and senior management of the company is established to strengthen the management of shareholding and its changes, in accordance with relevant laws and regulations [1][2] - This system applies to the shares held by the company's directors and senior management, including shares registered in their names and those held through others' accounts [2] Prohibited Share Transfer Conditions - Directors and senior management are prohibited from transferring shares under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [2][3] - Additional prohibitions include situations involving investigations by regulatory authorities or administrative penalties related to securities violations [2] Trading Restrictions - Directors and senior management cannot trade company shares during specific periods, including 15 days before the announcement of annual or semi-annual reports and 5 days before quarterly reports [3] - They must also ensure that close relatives and controlled entities do not trade based on insider information [4] Reporting and Disclosure Requirements - Directors and senior management must report their shareholding changes within two trading days through the company to the Shanghai Stock Exchange, detailing the number of shares before and after the change, the date, price, and reason for the change [7][8] - A reduction plan must be reported 15 trading days in advance, including details such as the number of shares to be reduced and the reasons for the reduction [8] Compliance and Accountability - The company’s board secretary is responsible for managing the identity and shareholding data of directors and senior management, ensuring compliance with reporting requirements [9] - If the board fails to comply with regulations, shareholders have the right to demand action or take legal action [5][6]