证券代码：000950 证券简称：重药控股 公告编号：2025-048 重药控股股份有限公司 关于召开 2025 年第三次临时股东会的提示性公告 本公司及董事会全体成员保证公告内容真实、准确和完整， 没有虚假记载、误导性陈述或者重大遗漏。 重药控股股份有限公司（以下简称"公司"）于 2025 年 7 月 12 日在《中国 证券报》、《证券时报》、《证券日报》、《上海证券报》及巨潮资讯网 （http://www.cninfo.com.cn）上刊登了《关于召开 2025 年第三次临时股东会的通 知》（公告编号：2025-045）。本次股东会将采用现场投票与网络投票相结合的 方式进行，现再次将本次股东会的有关事项提示如下： 一、召开会议的基本情况 1.股东会届次：2025 年第三次临时股东会 2.股东会召集人：重药控股股份有限公司董事会 3.会议召开的合法性和合规性：公司第九届董事会第十五次会议审议通过了 《关于召开 2025 年第三次临时股东会的议案》，本次股东会会议召开符合有关 法律、行政法规、部门规章、规范性文件和公司章程的有关规定。 4.会议召开的日期和时间： （1）现场会议召开时间：2025 年 7 月 ...

股东持股情况的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、 完整，没有虚假记载、误导性陈述或重大遗漏。 证券代码：000950 证券简称：重药控股 公告编号：2025-047 重药控股股份有限公司 关于回购股份事项前十名股东和前十名无限售条件 招商银行股份有限公司－南方中证 1000 交易型开 重药控股股份有限公司于 2025 年 7 月 10 日召开第九届董事会第十五次会议 审议通过了《关于回购公司股份的议案》，具体内容详见公司于 2025 年 7 月 12 日在巨潮资讯网披露的《关于回购股份方案的公告》（公告编号：2025-042）。 根据《深圳证券交易所上市公司自律监管指引第 9 号——回购股份》等有关 规定，现将公司披露董事会公告回购股份决议的前一个交易日（2025 年 7 月 11 日）登记在册的前十名股东和前十名无限售条件股东的名称、持股数量及持股比 例情况公告如下： 一、前十名股东持股情况 （有限合伙） 放式指数证券投资基金 注：以上股东的持股数量为合并普通账户和融资融券信用账户后总的持股数量。 二、前十名无限售条件股东持股情况 序号 股东名称 持股数量（股） 持股比例% 重庆渝富 ...

根据《深圳证券交易所上市公司自律监管指引第 9 号——回购股份》等有关 规定，现将公司披露董事会公告回购股份决议的前一个交易日（2025 年 7 月 11 日）登记在册的前十名股东和前十名无限售条件股东的名称、持股数量及持股比 例情况公告如下： | 序号 | 股东名称 | 持股数量（股） | 持股比例% | | --- | --- | --- | --- | | 1 | 重庆医药健康产业有限公司 | 664,900,806 | 38.47 | | 2 | 重庆市城市建设投资（集团）有限公司 | 282,294,397 | 16.33 | | 3 | 重庆渝富资本股权投资基金管理有限公司－重庆 战略性新兴产业医药专项股权投资基金合伙企业 | 55,592,526 | 3.22 | | | （有限合伙） | | | | 4 | 邓守宽 | 26,071,200 | 1.51 | | 5 | 广州白云山医药集团股份有限公司 | 25,992,330 | 1.50 | | 6 | 上海复星医药（集团）股份有限公司 | 17,186,726 | 0.99 | | 7 | 香港中央结算有限公司 | 12,883,351 ...

Group 1 - The company expects to achieve a net profit of 250 million to 280 million yuan for the first half of 2025, representing a year-on-year growth of 14.39% to 28.12% after deducting non-recurring gains and losses [1] - The forecasted net profit attributable to shareholders is estimated to be between 260 million and 300 million yuan, with a year-on-year increase of 9.2% to 26% [1] - The company plans to repurchase shares using its own funds and a special loan for stock repurchase, with a total amount not less than 80 million yuan and not exceeding 100 million yuan [1] Group 2 - The repurchase price will not exceed 6.6 yuan per share, with an estimated repurchase quantity of approximately 15.15 million shares, accounting for about 0.88% of the current total share capital [2] - The estimated repurchase quantity could be around 12.12 million shares, representing about 0.70% of the total share capital, based on the lower limit of the repurchase funds [2] - The funding for the repurchase will come from the company's own funds and a special loan, with a commitment from China Everbright Bank to provide up to 90 million yuan for the stock repurchase [2]

Core Viewpoint - This week, 10 listed companies announced share buybacks and increases in shareholdings, with notable mention of Three Gorges Energy's controlling shareholder receiving a loan commitment of up to 2.7 billion yuan specifically for increasing its stake in the company [1][2]. Group 1: Companies Announcing Buybacks or Increases - Chongqing Pharmaceutical Holdings plans to repurchase shares worth 80 million to 100 million yuan, with a loan not exceeding 90 million yuan [2]. - Antong Holdings intends to increase its shareholding by 360 million to 720 million yuan [2]. - Renfu Pharmaceutical's shareholder received a loan commitment of 750 million yuan [2]. - ST Kelly's shareholder plans to increase its stake by no less than 14.39 million shares [2]. - Trina Solar has obtained a special loan commitment for stock repurchase [2]. - Suobede plans to repurchase shares worth 20 million to 30 million yuan for cancellation [2]. - Yanpai Co.'s controlling shareholder's concerted actor intends to increase holdings by 17 million to 34 million yuan [2]. - Hisense Home Appliances plans to continue increasing its holdings by 6.93 million to 13.86 million shares [2]. - Three Gorges Energy's controlling shareholder received a loan commitment of 2.7 billion yuan for shareholding increase [2]. - Xishan Technology's controlling shareholder plans to increase holdings by no less than 5 million yuan and no more than 10 million yuan [2].

Performance Forecast - The company expects a net profit of 260 million to 300 million yuan for the current reporting period, compared to 238.09 million yuan in the same period last year, indicating a growth of 9.2% to 26% [1] - The expected net profit after deducting non-recurring gains is projected to be between 250 million and 280 million yuan, up from 218.55 million yuan year-on-year, reflecting a growth of 14.39% to 28.12% [1] - Basic earnings per share are anticipated to be between 0.15 yuan and 0.17 yuan, compared to 0.14 yuan per share in the previous year [1] Reasons for Performance Change - The company is following its "14th Five-Year" strategic plan, focusing on the core business of pharmaceutical sales while expanding into medical devices, reagents, traditional Chinese medicine health products, specialty pharmacies, emerging businesses, and third-party reserves [1] - Revenue growth is attributed to both organic development and external mergers and acquisitions, alongside improved network layout [1] - The company has strengthened cost control, resulting in a significant reduction in operating management expenses and financing costs [1]

Group 1 - The company held its 35th meeting of the 8th Supervisory Board on July 10, 2025, with all three supervisors present, and the meeting complied with relevant regulations [1][2] - The Supervisory Board approved the proposal to abolish the Supervisory Board and its members, transferring its powers to the Audit and Risk Committee of the Board of Directors [1][2] - The proposal to amend the company's articles of association was also approved, with details disclosed in a separate announcement [1][2] Group 2 - The company approved a proposal for share repurchase, with the details provided in a separate announcement [2]

Meeting Announcement - The company has announced the convening of the 2025 Third Extraordinary General Meeting of Shareholders on July 28, 2025, at 14:00 [1] - The meeting will include both on-site and online voting options for shareholders [1][2] Voting Procedures - Shareholders can vote either through the Shenzhen Stock Exchange trading system or the internet voting system, but must choose one method only [2][7] - Voting times for the online system are specified for July 28, 2025, with designated hours for both trading and internet voting [1][2] Eligibility and Attendance - All ordinary shareholders registered by the close of trading on July 23, 2025, are eligible to attend the meeting and vote [2] - The meeting will also be attended by company directors, supervisors, senior management, and appointed lawyers [2] Agenda Items - The meeting will discuss several proposals, including amendments to the "Rules of Procedure for Shareholders' Meetings" and "Rules of Procedure for Board Meetings," as well as details regarding share repurchase [5][11] - Certain proposals require a two-thirds majority of the voting rights held by attending shareholders to pass [5] Registration and Contact Information - Shareholders must register for the meeting by providing necessary identification and documentation, with specific instructions for both individual and corporate shareholders [6] - Contact details for the company's securities department are provided for further inquiries [6]

Core Points - The document outlines the management measures for independent directors of Chongqing Pharmaceutical Holdings Co., Ltd, aiming to enhance corporate governance and protect the interests of minority shareholders [2][20] - It specifies the qualifications, responsibilities, and operational procedures for independent directors to ensure their independence and effectiveness in decision-making [3][5] Summary by Sections General Principles - The purpose of the measures is to improve corporate governance and regulate the behavior of independent directors [2] - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [2][3] - Independent directors are obligated to act in good faith and diligence, ensuring the protection of minority shareholders' rights [3] Qualifications and Appointment - Independent directors must meet specific independence criteria, including not being related to major shareholders or having significant business ties with the company [5][6] - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][3] Responsibilities and Duties - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [8][10] - They have the authority to independently hire external consultants for audits or consultations [8][10] Operational Procedures - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [9][10] - They are required to submit annual reports detailing their attendance, participation in committees, and communication with minority shareholders [14][15] Support and Resources - The company must provide necessary support and resources for independent directors to fulfill their duties effectively [17][19] - Independent directors are entitled to reasonable compensation and may have access to liability insurance [19][20]

General Principles - The purpose of the rules is to standardize the board meeting procedures and improve the efficiency and scientific decision-making of the board [1] - The board of directors is the decision-making body for the company's management, responsible for the company's development goals and major operational activities [1][2] Board Composition and Qualifications - The board consists of 11 directors, including 4 independent directors [3] - Directors must be natural persons and cannot hold office if they meet certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [2][3] Board Operations - Directors are elected by the shareholders for a term of three years and can be re-elected [3] - The board can increase or decrease its members based on business needs, but any changes must be approved by the shareholders [4] - Directors who fail to attend meetings without proper delegation may be recommended for replacement [4] Responsibilities and Powers of the Board - The board has the authority to convene shareholder meetings, execute resolutions, and decide on major operational plans and investment proposals [6][7] - The chairman of the board is responsible for presiding over meetings and ensuring the execution of board resolutions [22][24] Independent Directors - Independent directors must account for at least one-third of the board and include at least one accounting professional [9][10] - The nomination and election of independent directors must comply with relevant regulations and be disclosed to shareholders [10][11] Committees of the Board - The board establishes specialized committees, including the Strategy and Sustainable Development Committee, Audit and Risk Committee, Nomination Committee, and Compensation and Assessment Committee [14][15] - Each committee is responsible for specific functions and must report to the board [14][15] Board Meetings - The board must hold at least two meetings annually, with proper notice provided to all directors [19][20] - Decisions require a majority vote from attending directors, and specific procedures must be followed for related party transactions [22][23] Documentation and Compliance - Meeting minutes must be recorded and maintained for at least ten years, and decisions made must comply with legal and regulatory requirements [24][25] - The board secretary is responsible for managing documentation, coordinating meetings, and ensuring compliance with disclosure obligations [15][16]