证券代码：301126 证券简称：达嘉维康 公告编号：2025-048 湖南达嘉维康医药产业股份有限公司 关于 2023 年限制性股票与股票期权激励计划 部分股票期权注销完成的公告 特此公告。 湖南达嘉维康医药产业股份有限公司董事会 2025 年 7 月 21 日 1 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。 湖南达嘉维康医药产业股份有限公司（以下简称"公司"）于 2025 年 7 月 11 日召开第四届董事会第十五次会议、第四届监事会第十二次会议，审议通过 了《关于 2023 年限制性股票与股票期权激励计划作废部分第二类限制性股票及 注销部分股票期权的议案》。根据公司《2023 年限制性股票与股票期权激励计 划（草案）》（以下简称"激励计划"）的规定，因存在第一个行权期公司层面 业绩考核未达成以及部分激励对象因个人原因离职的情形，公司需注销涉及 33 名激励对象已获授尚未行权的股票期权合计 1,344,000 份。具体内容详见公司于 2025 年 7 月 11 日在巨潮资讯网（http://www.cninfo.com.cn）披露的《关于 2023 年 ...

Core Viewpoint - Dajia Weikang is expanding its market presence in East China through the acquisition of Anhui Dajia Weikang Health Pharmacy Co., Ltd. for 116 million yuan, aiming to enhance its competitive position despite facing declining profitability over the past three years [1][8]. Group 1: Acquisition Details - Dajia Weikang plans to acquire 60.85% of Anhui Dajia Weikang at a total valuation of 190 million yuan, reflecting a significant premium of 2776.97% over its book value [2][4]. - The acquisition will make Anhui Dajia Weikang a subsidiary of Dajia Weikang, with the latter holding 65% of its shares post-transaction [3][4]. - The deal includes performance commitments from the seller, requiring Anhui Dajia Weikang to achieve specific sales and profit targets over the next three years [4]. Group 2: Financial Performance - Despite rapid expansion, Dajia Weikang has experienced a decline in net profit for three consecutive years, with a total decrease of 61% from 2022 to 2024 [1][8]. - The company's revenue grew from 3.29 billion yuan in 2022 to 5.23 billion yuan in 2024, but net profit fell from 51.08 million yuan to 26.57 million yuan during the same period [8]. - In Q1 2025, Dajia Weikang reported revenue of 1.3 billion yuan, but net profit dropped by 83.82% year-on-year [8]. Group 3: Business Expansion - Dajia Weikang has rapidly expanded its store count from 121 in 2021 to 1389 by the end of 2024, marking a growth of approximately 10.5 times [6][7]. - The company operates 119 chain pharmacies under Anhui Dajia Weikang, focusing on retailing pharmaceuticals, health products, and medical devices [7]. - The retail business accounted for 51.44% of total revenue in 2024, with a year-on-year growth of 78.83% [7]. Group 4: Financial Health and Liabilities - As of March 2025, Anhui Dajia Weikang had total assets of approximately 108 million yuan and a debt ratio of 93.85%, indicating high leverage [5]. - Dajia Weikang's goodwill reached 1.135 billion yuan, constituting 17.6% of total assets and 61% of net assets, raising concerns about the sustainability of its acquisitions [9].

证券代码：301126 证券简称：达嘉维康 公告编号：2025-047 湖南达嘉维康医药产业股份有限公司 关于监事减持股份计划实施完毕的公告 公司监事唐娟保证向本公司提供的信息真实、准确、完整，没有虚假记载、误 导性陈述或重大遗漏。 本公司及董事会全体成员保证公告内容与信息披露义务人提供的信息一致。 湖南达嘉维康医药产业股份有限公司（以下简称"公司"或"达嘉维康"）于 2025年5月14日披露了《关于董事、监事、高级管理人员减持股份的预披露公告》（公 告编号：2025-35），公司监事唐娟计划在减持股份预披露公告之日起15个交易日后 的3个月内（即2025年6月6日至2025年9月5日）以集中竞价交易方式减持本公司股份 不超过48,500股，占公司总股本比例不超过0.024%。 近日，公司收到唐娟女士出具的《关于股份减持计划实施进展的告知函》，唐 娟女士共计减持所持有公司股份48,500股，占公司总股本比例0.024%。截至本公告 披露日，唐娟女士本次股份减持计划已实施完毕，现将减持计划实施情况公告如下： 一、股东减持情况 | 股东名称 | 减持方式 | 减持 | 减持均价 | 减持股数 | 减持比例 | 股 ...

Mergers and Acquisitions - Dajia Weikang plans to acquire 60.85% equity of Anhui Dajia Weikang Health Pharmacy for a transaction price of 116 million yuan, making it a subsidiary post-transaction [1] - Jizhong Energy intends to purchase 49% equity of Jingneng Xilin Gol Energy for 669 million yuan, with the target company having a construction scale of 2×660MW efficient supercritical indirect air-cooled units [2] - Bomin Electronics has terminated its acquisition plan for Benchuang Electronics due to failure to reach consensus on key transaction terms [3] Shareholding Changes - Jingbeifang's employee shareholding platform plans to reduce its stake by up to 3% of the company's total shares, equating to a maximum of 26 million shares [4] - Sichuan Shuangma's major shareholders plan to collectively reduce their holdings by up to 2.92% of the company's total shares, amounting to approximately 1.11 million shares [5] - Chenghe Technology's shareholder, Shanghai Kehui Investment, intends to reduce its stake by up to 3% of the company's total shares, which is approximately 564,960 shares [6] Earnings Disclosure - China Merchants Heavy Industry expects a significant decline in net profit attributable to shareholders, projecting a decrease of 90.16% to 91.95%, with an estimated profit of 9 million to 11 million yuan [7] - Dongpeng Beverage anticipates a net profit increase of 33.48% to 41.57%, estimating a profit range of 2.31 billion to 2.45 billion yuan for the first half of 2025 [8] - Shuanglu Pharmaceutical forecasts a substantial net profit growth of 237.95% to 356.24%, estimating a profit of 100 million to 135 million yuan for the first half of 2025, primarily due to changes in the fair value of financial assets [10]

Group 1 - The fourth session of the Supervisory Board of Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd. was held on July 11, 2025, with all three supervisors present [1][2] - The Supervisory Board approved the adjustment of the price related to the 2023 restricted stock and stock option incentive plan, in compliance with relevant laws and regulations [1][2] - The decision to cancel part of the restricted stock and revoke some stock options was also approved, ensuring no substantial impact on the company's financial status or operational results [2] Group 2 - The voting results showed unanimous support with 3 votes in favor, and no votes against or abstentions [2] - The adjustments made do not require submission to the shareholders' meeting as authorized by the first temporary shareholders' meeting of 2024 [1][2]

Meeting Information - The company will hold its second extraordinary general meeting of shareholders in 2025 on July 28, 2025, at 14:30 [1] - Network voting will also take place on the same day, with specific time slots for voting through the Shenzhen Stock Exchange trading system and internet voting system [1] Voting Procedures - Shareholders can choose either on-site voting or network voting, but not both; if duplicate votes are cast, the first vote will be considered valid [2] - Only ordinary shareholders registered by the cut-off date are eligible to attend and vote, and they may appoint proxies to represent them [2][4] Agenda Items - The meeting will discuss several proposals, including adjustments to the board of directors and amendments to the company's articles of association [3][4] - Certain proposals require a special resolution, needing more than two-thirds of the voting rights held by attending shareholders, while others require a simple majority [4] Registration and Attendance - Registration for the meeting will occur on July 25, 2025, with specific times and location provided for shareholders to complete the registration process [5] - Attendees must bring relevant identification documents for registration [5] Voting Process - The voting will be non-cumulative, and shareholders can express their opinions as agree, disagree, or abstain [6] - Detailed procedures for voting through the Shenzhen Stock Exchange systems are provided, including identity verification requirements [6]

Group 1 - The company has nominated Ms. Jiang Qian as a candidate for the fourth board of directors as a non-independent director, pending approval at the upcoming shareholders' meeting [1][2] - The company plans to add one employee representative director to enhance its corporate governance structure, which is in compliance with relevant laws and regulations [1][2] - The election of Mr. Liu Gaofeng as the employee representative director has been approved by the employee representative assembly, with his term starting upon the approval of the relevant proposals at the shareholders' meeting [2] Group 2 - Ms. Jiang Qian, born in March 1988, has no overseas permanent residency and holds a bachelor's degree; she has previously worked at Yongqing Environmental Protection Co., Ltd. and is currently the secretary of the board [2][3] - Mr. Liu Gaofeng, born in June 1980, also has no overseas permanent residency and holds a bachelor's degree; he has served as a business manager at Amgen Shanghai and is currently the general manager of Hunan Dajia Weikang Pharmaceutical Co., Ltd. [4] - Both candidates do not hold shares in the company and have no related party relationships with major shareholders or other board members, ensuring compliance with legal requirements for board membership [3][4]

Core Viewpoint - The legal opinion letter from Hunan Qiyuan Law Firm confirms that Hunan Dajia Weikang Pharmaceutical Industry Co., Ltd.'s adjustments to its 2023 restricted stock and stock option incentive plan, including the cancellation of certain stocks and options, comply with relevant laws and regulations [1][8]. Group 1: Approval and Authorization - The adjustments, cancellations, and authorizations related to the incentive plan were approved by the company's board and do not require further shareholder approval [4][6]. - The legal opinion asserts that necessary approvals and authorizations have been obtained, aligning with the Management Measures and the company's articles of association [8]. Group 2: Price Adjustment Details - The company will distribute a cash dividend of RMB 0.818 per share, totaling RMB 16,801,981.76, based on a total share capital of 205,403,200 shares as of December 31, 2024 [4][5]. - The adjusted grant price for the second category of restricted stock is set at RMB 6.7982 per share, down from RMB 6.88, while the stock option exercise price is adjusted to RMB 13.6782 per share from RMB 13.76 [5][6]. Group 3: Cancellations of Stocks and Options - A total of 120,000 shares of restricted stock and 280,000 stock options will be canceled due to the departure of four incentive targets, reducing the number of eligible participants from 33 to 29 [6][8]. - If the company's performance targets are not met, additional stocks and options will be canceled, with 576,000 shares and 1,344,000 options potentially affected [7][8].

Core Viewpoint - The company announced the cancellation of certain restricted stocks and the termination of stock options as part of its 2023 incentive plan due to the departure of four incentive recipients, which has been approved through the necessary procedures [1][3][6] Summary by Sections Approval Procedures - The company has completed the necessary approval processes for the incentive plan, including the review and verification by the supervisory board [1][2] Cancellation and Termination Details - A total of 4 individuals who were part of the incentive plan have left the company, leading to the cancellation of 45,600 shares of restricted stock and the termination of 1,064,000 stock options that were not yet vested [3][5] Impact on Financials and Operations - The cancellation of the unvested restricted stocks and the termination of stock options will not have a significant impact on the company's financial status or operational results, nor will it affect the stability of the management team or the continuation of the incentive plan [5][6] Opinions from Committees - The Compensation and Assessment Committee supports the cancellation and termination actions, stating they comply with relevant regulations and the incentive plan [5][6] Legal Compliance - The legal opinion confirms that the actions taken regarding the cancellation and termination of stocks and options have received the necessary approvals and comply with applicable laws and regulations [6]

证券代码：301126 证券简称：达嘉维康 公告编号：2025-044 湖南达嘉维康医药产业股份有限公司 关于 2023 年限制性股票与股票期权激励计划作废部分第二类 限制性股票及注销部分股票期权的公告 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。 湖南达嘉维康医药产业股份有限公司（以下简称"公司"）于 2025 年 7 月 11 日召开第四届董事会第十五次会议、第四届监事会第十二次会议，审议通过 了《关于 2023 年限制性股票与股票期权激励计划作废部分第二类限制性股票及 注销部分股票期权的议案》，现将相关事项公告如下： 一、本次激励计划已履行的相关审批程序 1、2023 年 12 月 26 日，公司召开第四届董事会第三次会议和第四届监事会 第三次会议审议通过了《关于公司<2023 年限制性股票与股票期权激励计划（草 案）>及其摘要的议案》、《关于公司<2023 年限制性股票与股票期权激励计划 实施考核管理办法>的议案》、《关于提请股东会授权董事会办理公司 2023 年限 制性股票与股票期权激励计划相关事宜的议案》等议案，公司监事会对本激励计 划的相关事项 ...