Core Points - QianYuan Pharmaceutical (300254) announced that it will hold the fourth extraordinary general meeting of shareholders on August 26, 2025 [1] - The meeting will review multiple proposals, including the proposal to repurchase and cancel part of the restricted stock from the 2024 incentive plan [1]

Group 1 - The company held its 31st meeting of the 5th Board of Directors on August 8, 2025, via telecommunication voting, with all 9 directors present [1] - The board approved the repurchase and cancellation of 60,000 restricted stocks from a departing employee at a price of 4.73 yuan per share, which will also include interest at the bank's term deposit rate [1][2] - The board agreed to change the registered capital and amend the Articles of Association due to the cancellation of the restricted stocks, which will be submitted for approval at the upcoming extraordinary shareholders' meeting [2][3] Group 2 - The board approved the initial grant of restricted stocks under the 2025 incentive plan, with a total of up to 7.95 million shares to be granted at a price of 5.60 yuan per share, effective from August 8, 2025 [3] - The company will hold its 4th extraordinary shareholders' meeting on August 26, 2025, combining on-site and online voting methods [3]

Meeting Information - The company will hold its fourth extraordinary general meeting of shareholders on August 26, 2025, at 3:00 PM [1] - The meeting will be conducted in accordance with relevant laws and regulations, including the Securities Law and the Shenzhen Stock Exchange rules [1] Voting Procedures - Shareholders can vote through the Shenzhen Stock Exchange trading system and internet voting system during the specified voting period [2] - The voting period for internet voting is from 9:15 AM to 3:00 PM on August 26, 2025 [1][2] - Only one voting method (either on-site or online) can be selected for the same voting right, and duplicate votes will be counted based on the first valid vote [2][6] Registration Details - Shareholders must register to attend the meeting, with specific procedures outlined for both corporate and individual shareholders [4][5] - Registration can also be done via mail or fax for shareholders unable to attend in person [5] Agenda Items - The meeting will review non-cumulative voting proposals, including a proposal for the repurchase and cancellation of part of the restricted stock incentive plan for 2024 [3][8] - Other agenda items include changes to registered capital and amendments to the company's articles of association [8] Contact Information - For inquiries, shareholders can contact the company’s securities department via phone or email [5]

Core Viewpoint - The legal opinion letter from Grandall Law Firm (Shanghai) confirms that Shanxi Qianyuan Pharmaceutical Group Co., Ltd. has obtained necessary approvals for the repurchase and cancellation of part of its restricted stock under the 2024 incentive plan, which is in compliance with relevant laws and regulations [1][9]. Group 1: Approval and Authorization of Repurchase - On May 16, 2024, the company's board of directors approved the draft of the 2024 restricted stock incentive plan and related proposals [5]. - On June 3, 2024, the company held a temporary shareholders' meeting to approve the incentive plan and related proposals [6]. - The board and supervisory committee verified the list of recipients for the restricted stock grants and the repurchase of stocks on subsequent meetings [6][9]. Group 2: Details of the Repurchase - The repurchase is based on the provision that if an incentive recipient leaves the company, the unvested restricted stocks will be repurchased at the grant price of 4.73 yuan per share, plus interest [7]. - A total of 60,000 shares will be repurchased due to one recipient's departure [7]. - The funds for the repurchase will come from the company's own funds [9]. Group 3: Conclusion and Compliance - The legal opinion concludes that the repurchase of restricted stocks has met the necessary approvals and is compliant with the relevant regulations and the incentive plan [9]. - The company must still complete the cancellation registration and related procedures as per the Company Law and fulfill information disclosure obligations [9].

证券简称：仟源医药 证券代码：300254 上海荣正企业咨询服务（集团）股份有限公司 关于 山西仟源医药集团股份有限公司 首次授予相关事项 之 独立财务顾问报告 目 录 一、 释义 本独立财务顾问报告中，除非文义载明，下列简称具有如下含义： 仟源医药、公司、上市公司 指 山西仟源医药集团股份有限公司 本激励计划、本计划、本次限制 指 山西仟源医药集团股份有限公司 2025 年限制性股票激励计划 性股票激励计划、股权激励计划 上海荣正企业咨询服务（集团）股份有限公司关于山西仟源医 独立财务顾问报告、本报告 指 药集团股份有限公司 2025 年限制性股票激励计划首次授予相 关 事项之独立财务顾问报告 本独立财务顾问 指 上海荣正企业咨询服务（集团）股份有限公司 公司根据本激励计划规定的条件和价格，授予激励对象一定数 限制性股票 指 量的公司股票，该等股票设置一定期限的限售期，在达到本激 励计划规定的解除限售条件后，方可解除限售流通 按照本激励计划规定，获得限制性股票的公司（含分公司及控 激励对象 指 股子公司，下同）员工 授予日 指 公司向激励对象授予限制性股票的日期，授予日必须为交易日 授予价格 指 公司授予激 ...

Core Viewpoint - Shanxi Qianyuan Pharmaceutical Group Co., Ltd. is implementing a 2025 restricted stock incentive plan, which has received necessary approvals and is in compliance with relevant laws and regulations [1][3][6]. Group 1: Legal Framework and Compliance - The law firm Grandall (Shanghai) has been appointed as the legal advisor for the company's 2025 restricted stock incentive plan, ensuring compliance with the Company Law, Securities Law, and other relevant regulations [1][2]. - The law firm has confirmed that the legal opinion provided is based on existing facts and applicable laws, and it will bear legal responsibility for the opinion issued [2][3]. Group 2: Approval Process - The approval process for the incentive plan included multiple meetings: the board meeting on July 21, 2025, where the draft plan was approved, and the shareholders' meeting on August 7, 2025, which also approved the plan [3][4]. - The board of directors held a subsequent meeting on August 8, 2025, to approve the first grant of restricted stocks to the incentive targets [4][6]. Group 3: Grant Details - The first grant of restricted stocks is set for August 8, 2025, with a total of 7.95 million shares to be granted to 171 eligible incentive targets at a price of 5.60 yuan per share [6][7]. - The granting conditions include compliance with specific financial and regulatory criteria, ensuring that the company meets the necessary standards for stock incentives [5][6]. Group 4: Conclusion - The law firm concludes that the incentive plan's first grant has obtained the required authorizations and approvals, and all conditions for granting the restricted stocks have been met [6][7].

Core Points - Shanxi Qianyuan Pharmaceutical Group Co., Ltd. announced the repurchase and cancellation of 60,000 restricted stocks from the 2024 incentive plan due to one incentive object leaving the company [1][4][8] - The repurchase price is set at 4.73 yuan per share, with interest equivalent to the bank's term deposit rate [1][6] - The total amount for the repurchase is 283,800 yuan, sourced from the company's own funds [6][8] Decision Process and Disclosure - The decision to repurchase was approved during the 31st meeting of the fifth board of directors on August 8, 2025, following the necessary procedures and disclosures [1][4] - The supervisory board confirmed that no objections were raised during the public notice period regarding the incentive plan [2][4] Stock Structure Changes - Before the repurchase, the total number of restricted shares was 21,014,468, which will decrease to 20,954,468 after the cancellation [7] - The total share capital will change from 248,318,563 to 248,258,563 shares [7] Impact on the Company - The repurchase and cancellation of the restricted stocks will not significantly affect the company's financial status, operational results, or the ongoing implementation of the incentive plan [4][8] - The management team is committed to fulfilling their responsibilities and creating value for shareholders [4][8] Committee and Legal Opinions - The Compensation and Assessment Committee approved the repurchase, confirming compliance with relevant regulations and the accuracy of the number and price of the stocks [8] - Legal opinions from Guohao Law Firm indicate that the company has obtained necessary approvals and must submit the matter for shareholder approval [8]

上述回购注销事项符合《上市公司股权激励管理办法》、《公司 2024 年限 制性股票激励计划》的相关规定，并已履行了必要的决策程序。本次回购注销的 已获授但尚未解除限售的限制性股票激励对象人员准确、数量无误、价格准确。 薪酬与考核委员会同意公司本次回购注销该部分限制性股票。 特此公告 山西仟源医药集团股份有限公司 薪酬与考核委员会 二〇二五年八月八日 山西仟源医药集团股份有限公司 薪酬与考核委员会关于回购注销 2024 年限制性股票激励 计划部分限制性股票的核查意见 山西仟源医药集团股份有限公司（以下简称"公司"）于 2025 年 8 月 8 日 召开第五届董事会第三十一次会议审议通过了《关于回购注销 2024 年限制性股 票激励计划部分限制性股票的议案》，根据《上市公司股权激励管理办法》、《深 圳证券交易所创业板上市公司自律监管指南第 1 号——业务办理》的相关规定， 薪酬与考核委员会对公司本次拟回购注销限制性股票的数量及涉及的激励对象 名单进行核查，并发表核查意见如下： 经审核，薪酬与考核委员会认为，公司 2024 年限制性股票激励计划中有 1 名激励对象已离职，不再具备激励对象资格，根据《上市公司股权激励 ...

职务 限制性股票总 予时股本总 票数量（万股） 数的比例 额的比例 核心骨干人员（171 人） 795 86.89% 3.20% 山西仟源医药集团股份有限公司 占本计划授予 占本计划授 合计 795 86.89% 3.20% 董事会 二〇二五年八月九日 获授的限制性股 划提交股东会时公司股本总额的 20%。 山西仟源医药集团股份有限公司 注：1、上述任何一名首次授予的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 未超过公司总股本的 1%。公司全部在有效期内的激励计划所涉及的标的股票总数累计不超过股权激励 计 ...

Core Viewpoint - The Compensation and Assessment Committee of Shanxi Qianyuan Pharmaceutical Group Co., Ltd. has reviewed and approved the list of initial grant recipients for the 2025 restricted stock incentive plan, confirming that all recipients meet the necessary legal and regulatory conditions [1][2]. Group 1 - The committee's review was based on relevant laws and regulations, including the Company Law, Securities Law, and the Management Measures for Equity Incentives of Listed Companies [1]. - The committee identified that none of the recipients were deemed inappropriate candidates by the stock exchange or the China Securities Regulatory Commission (CSRC) within the last 12 months [1]. - The committee has agreed to grant a total of 7.95 million shares of restricted stock to 171 recipients, with the grant date set for August 8, 2025 [2].