山西仟源医药集团股份有限公司 董事会薪酬与考核委员会关于 2025 年限制性股票激励计划 首次授予激励对象名单的公示情况说明及核查意见 一、公示情况及核查情况 3、公司薪酬与考核委员会对拟激励对象的核查情况 公司薪酬与考核委员会核查了本次激励计划的首次授予激励对象名单、拟激 励对象与公司签订的劳动合同或聘用合同、身份证件、激励对象在公司（含子公 司）担任的职务及其任职文件等资料。 二、薪酬与考核委员会核查意见 根据《管理办法》、《上市规则》、《自律监管指南》等有关规定，以及公 司对本次激励计划的首次授予激励对象名单的公示情况及核查结果，薪酬与考核 委员会发表核查意见如下： 1、列入公司本次激励计划首次授予激励对象名单的人员具备《公司法》等 规定的任职资格。 2025 年 7 月 21 日，山西仟源医药集团股份有限公司（以下简称"公司"） 召开第五届董事会第三十次会议，审议通过了《关于 2025 年限制性股票激励计 划（草案）及其摘要的议案》等相关议案。根据《上市公司股权激励管理办法》 （以下简称"《管理办法》"）、《深圳证券交易所创业板股票上市规则》（以 下简称"《上市规则》"）、《深圳证券交易所创业板上市公 ...

Investment Rating - The investment rating for the company is "Buy" (maintained) [1] Core Insights - The company has launched a stock incentive plan for 2025, aiming for high profit growth [6] - The core product, a smoking cessation drug, is expected to maintain a high growth rate, with projected revenue growth for 2025-2027 [6] - The company anticipates achieving a net profit of 0.91 billion, 1.35 billion, and 1.75 billion for the years 2025, 2026, and 2027 respectively, reflecting year-on-year growth rates of 114.7%, 48.6%, and 30.3% [6] Financial Data and Profit Forecast - Total revenue projections are as follows: 971 million for 2025, 1,132 million for 2026, and 1,286 million for 2027, with respective growth rates of 14.7%, 16.5%, and 13.7% [5] - The expected net profit for 2025 is 91 million, with a significant increase from 42 million in 2024, indicating a growth rate of 114.7% [5] - The projected earnings per share (EPS) for 2025 is 0.36 yuan, increasing to 0.54 yuan in 2026 and 0.71 yuan in 2027 [5] Stock Incentive Plan - The stock incentive plan involves granting up to 9.15 million restricted shares, accounting for 3.68% of the company's total share capital, with an initial grant of 7.95 million shares at a price of 5.60 yuan per share [6] - The performance targets for the incentive plan include revenue growth rates of no less than 8.57%, 18.02%, and 27.57% for the years 2025, 2026, and 2027 respectively [6]

Group 1 - The core point of the news is the announcement of a stock incentive plan by QianYuan Pharmaceutical, which aims to grant a total of 9.15 million restricted shares, accounting for 3.68% of the company's total equity [1] - The initial grant consists of 7.95 million shares, with a reserved 1.2 million shares, targeting 171 individuals at a price of 5.60 yuan per share [1] - The incentive plan's performance targets for 2026-2027 include a profit growth rate exceeding 36%, with revenue growth rates set at no less than 8.57%, 18.02%, and 27.57% for the years 2025, 2026, and 2027 respectively [1] Group 2 - The sales of the smoking cessation drug Varenicline are accelerating, with Q1 2025 sales reaching 17.57 million yuan and a market share of 59.5%, particularly strong in urban pharmacies [2] - The company maintains a "buy" rating, projecting net profits of 91 million, 135 million, and 175 million yuan for 2025-2027, with year-on-year growth rates of 114.7%, 48.6%, and 30.3% respectively [2] - The corresponding price-to-earnings ratios (PE) for these years are projected to be 31, 21, and 16 times [2]

Core Points - Shanxi Qianyuan Pharmaceutical Group Co., Ltd. has successfully achieved the conditions for the first unlock period of its 2024 Restricted Stock Incentive Plan [1][5] - The first unlock period allows for the release of 40% of the granted restricted stocks, which were awarded on June 3, 2024, and the unlock date is set for July 25, 2025 [5][6] - The company has completed the necessary approval procedures and has publicly disclosed the list of incentive objects [2][3] Summary by Sections Incentive Plan Approval - The board of directors approved the first unlock conditions at the 29th meeting of the fifth board on July 17, 2025 [1] - The plan has undergone all required approval processes, including the authorization from the shareholders' meeting [2] Unlock Conditions Achievement - The company has met all conditions for the first unlock period, including no adverse audit opinions and compliance with performance assessment requirements [5][6] - The performance targets for the first unlock period include achieving a revenue growth rate and a net profit growth rate compared to the previous year [6][7] Specifics of the Unlock - A total of 705,000 shares were granted to 50 incentive objects, with 40% eligible for release during this period [3][5] - The total number of shares eligible for release represents 1.08% of the company's total share capital of 248,318,563 shares [9][10] - The company has also noted that three incentive objects have left the company, resulting in the repurchase and cancellation of 350,000 shares [8][9]

关于2024年限制性股票激励计划第一个解除限售期 解除限售股份上市流通提示性公告 证券代码：300254 证券简称：仟源医药 公告编号：2025-045 山西仟源医药集团股份有限公司 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。 特别提示： 1、本次解除限售的股权激励股份上市流通日：2025年7月28日 2、本次申请解除限售人数为：47人 3、本次限制性股票解除限售数量为2,680,000股，占公司总股本的1.08%。 山西仟源医药集团股份有限公司（以下简称"公司"）于2025年7月17日召 开了第五届董事会第二十九次会议，审议通过了《关于2024年限制性股票激励计 划第一个解除限售期解除限售条件成就的议案》。根据公司《2024年限制性股票 激励计划》（以下简称"《激励计划》"）等相关规定和公司2024年第四次临时 股东大会对董事会的授权，董事会认为2024年限制性股票激励计划第一个解除限 售期解除限售条件已成就。具体内容详见公司于2025年7月17日在巨潮资讯网上 披露的《关于2024年限制性股票激励计划第一个解除限售期解除限售条件成就的 公告》（公告编号 ...

Market Overview - As of July 23, the Shanghai Composite Index closed at 3582.30 points, with a slight increase of 0.44 points, representing a change of 0.01% [1] - The Shenzhen Component Index closed at 11059.04 points, down by 40.79 points, a decrease of 0.37% [1] - The ChiNext Index closed at 2310.67 points, with a minor decline of 0.19 points, or 0.01% [1] Trading Activity - A total of 101 A-shares had a turnover rate exceeding 20% on this day, indicating significant trading activity [1] - Notably, C Shanda and C Jiyuan had turnover rates above 50%, with 82.89% and 80.75% respectively, indicating a high level of liquidity and interest in these stocks [1] Top Stocks by Turnover Rate - C Shanda (301609) closed at 66.85 CNY, with a turnover rate of 82.89% and a remarkable increase of 356.00% [1] - C Jiyuan (603262) closed at 40.75 CNY, with a turnover rate of 80.75% and a significant rise of 274.54% [1] - Other notable stocks with high turnover rates include: - Guanlong Energy (301151) at 24.11 CNY, turnover rate of 72.29%, down by 5.67% [1] - Weiman Sealing (301161) at 29.81 CNY, turnover rate of 66.12%, down by 16.05% [1] - Southern Road Machinery (603280) at 34.75 CNY, turnover rate of 64.76%, up by 10.00% [1] Additional Noteworthy Stocks - Other stocks with notable trading activity include: - Sichuan Jinding (600678) at 11.15 CNY, turnover rate of 51.91%, down by 4.21% [1] - Baijia Technology (835857) at 9.56 CNY, turnover rate of 47.74%, up by 17.16% [1] - Jindun Co. (300411) at 15.77 CNY, turnover rate of 43.27%, down by 1.93% [1]

Core Viewpoint - The gene sequencing sector has shown a modest increase of 0.44%, ranking fifth among concept sectors, with notable performances from stocks like Nanjing Xinbai and Zhaoyan New Drug [1][2]. Market Performance - The gene sequencing concept saw 29 stocks rise, with Nanjing Xinbai hitting the daily limit up, and other top gainers including Heyuan Biological and Qianyuan Pharmaceutical, which rose by 8.61%, 6.96%, and 6.43% respectively [1]. - Conversely, stocks like Puni Testing, Zhongyuan Co., and Betta Pharmaceuticals experienced declines of 3.73%, 2.71%, and 2.46% respectively [1]. Capital Flow - The gene sequencing sector attracted a net inflow of 122 million yuan, with 34 stocks receiving net inflows, and 8 stocks exceeding 30 million yuan in net inflow [2]. - Zhaoyan New Drug led the sector with a net inflow of 203 million yuan, followed by Nanjing Xinbai and Qianyuan Pharmaceutical with net inflows of 111 million yuan and 64.63 million yuan respectively [2]. Capital Inflow Ratios - Nanjing Xinbai, Zhaoyan New Drug, and Heyuan Biological had the highest net inflow ratios at 43.57%, 12.72%, and 10.88% respectively [3].

Group 1 - The company is named Shanxi C&Y Pharmaceutical Group Co., Ltd, established as a joint-stock company in accordance with the Company Law of the People's Republic of China [1][2] - The registered capital of the company is RMB 248,318,563, and the actual capital is also RMB 248,318,563 [2] - The company was listed on the Shenzhen Stock Exchange's Growth Enterprise Market on August 19, 2011, after an initial public offering of 33.8 million shares [1][2] Group 2 - The company's business purpose is to care for life, stemming from professionalism [3] - The company is engaged in the production of pharmaceuticals and internet information services related to pharmaceuticals [3][4] Group 3 - The company has a total of 248,318,563 shares, all of which are ordinary shares [5] - The company cannot provide financial assistance for others to acquire its shares, except for employee stock ownership plans [5][6] Group 4 - The company can increase its capital through various methods, including issuing shares to unspecified objects and reducing registered capital as per legal requirements [6][10] - The company is allowed to repurchase its shares under specific circumstances, such as reducing registered capital or for employee stock ownership plans [10][11] Group 5 - Shareholders have rights to dividends and other benefits proportional to their shareholdings, and they can participate in shareholder meetings and exercise voting rights [15][35] - The company must maintain a shareholder register based on the records provided by the securities registration and settlement institution [34] Group 6 - The company must hold an annual general meeting within six months after the end of the previous fiscal year [52] - The company can hold temporary shareholder meetings under certain conditions, such as when the number of directors is insufficient or when requested by shareholders holding more than 10% of shares [53][58]

Core Viewpoint - The document outlines the governance structure and operational regulations for Shanxi Qianyuan Pharmaceutical Group Co., Ltd, focusing on the role, responsibilities, and independence of independent directors within the company [1][2][3]. Group 1: Independent Director Definition and Responsibilities - Independent directors are defined as those who do not hold any other positions within the company and have no direct or indirect interests that could affect their independent judgment [2][3]. - The company will have five independent directors, constituting at least half of the total board members, including at least one accounting professional [2][3]. - Independent directors are obligated to act in good faith and diligence towards the company and all shareholders, ensuring the protection of minority shareholders' rights [2][3][4]. Group 2: Qualifications and Independence Criteria - Candidates for independent directors must meet specific qualifications, including relevant work experience and a clean personal record [3][4]. - Independent directors must maintain independence and cannot have significant relationships with the company or its major shareholders [4][5]. - The document specifies conditions under which individuals are disqualified from serving as independent directors, including recent legal penalties or conflicts of interest [4][5][6]. Group 3: Nomination and Election Process - The board of directors or shareholders holding more than 1% of the company's shares can propose candidates for independent directors, subject to shareholder approval [6][7]. - Candidates must provide declarations confirming their qualifications and independence before being nominated [6][7]. - If a candidate does not meet the independence criteria, the stock exchange can raise objections, and the company must disclose this information [7][8]. Group 4: Duties and Authority of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [9][10]. - They have the authority to independently hire external consultants for audits or investigations and can propose meetings to address significant issues [10][11]. - Independent directors must attend board meetings and can only delegate their voting rights under specific circumstances [11][12]. Group 5: Communication and Reporting - Independent directors are required to maintain communication with minority shareholders and report any issues that hinder their ability to perform their duties [15][16]. - They must submit annual reports detailing their attendance, participation in committees, and interactions with shareholders [16][17]. - The company is responsible for providing necessary resources and support to independent directors to facilitate their duties [17][18]. Group 6: Compensation and Support - The company must provide independent directors with appropriate compensation, which is subject to board approval and must be disclosed in annual reports [18][19]. - Independent directors are entitled to reimbursement for expenses incurred while performing their duties [18][19]. - The company must ensure that independent directors have equal access to information and resources as other board members [17][18].

情形，包括：（1）最近一个会计年度财务会计报告被注册会计师出具否定意见 或者无法表示意见的审计报告；（2）最近一个会计年度财务报告内部控制被注 册会计师出具否定意见或无法表示意见的审计报告；（3）上市后最近 36 个月内 出现过未按法律法规、公司章程、公开承诺进行利润分配的情形；（4）法律法 规规定不得实行股权激励的；（5）中国证监会认定的其他情形。公司具备实施 股权激励计划的主体资格。 称"本次激励计划"）所确定的激励对象不存在下列情形：（1）最近 12 个月内 被证券交易所认定为不适当人选；（2）最近 12 个月内被中国证监会及其派出机 构认定为不适当人选；（3）最近 12 个月内因重大违法违规行为被中国证监会及 其派出机构行政处罚或者采取市场禁入措施；（4）具有《公司法》规定的不得 担任公司董事、高级管理人员情形的；（5）法律法规规定不得参与上市公司股 权激励的；（6）中国证监会认定的其他情形。本次激励计划的激励对象未包括 公司的独立董事和监事。本次激励计划的激励对象均符合《管理办法》规定的 激励对象条件，符合公司《激励计划（草案）》规定的激励对象范围，其作为公 司股权激励计划激励对象的主体资格合法、有 ...