证券代码：301211 证券简称：亨迪药业 公告编号：2025-041 湖北亨迪药业股份有限公司 关于获得化学原料药上市申请批准通知书的公告 本公司及董事会全体成员保证公告内容真实、准确、完整，不存 在任何虚假记载、误导性陈述或者重大遗漏。 湖北亨迪药业股份有限公司（以下简称"公司"）于近日收到国家药品监督 管理局核准签发的关于盐酸甲氧氯普胺（以下简称"药品"）的《化学原料药上 市申请批准通知书》（证书编号：2025YS00820）。现将有关情况公告如下： 一、药品的基本情况 药品名称：盐酸甲氧氯普胺 登记号：Y20230001040 规格：12kg/桶 四、风险提示 由于医药产品的销售受国家政策、市场需求、同类型药品市场竞争等因素的 影响，未来该产品销售情况存在不确定性，敬请广大投资者谨慎决策，注意防范 投资风险。 生产企业：湖北亨迪药业股份有限公司 申请事项：境内生产化学原料药上市申请 审批结论：根据《中华人民共和国药品管理法》及有关规定，经审查，本品 符合药品注册的有关要求，批准注册。质量标准、标签及生产工艺照所附执行。 二、药品的其他相关情况 盐酸甲氧氯普胺是一种多巴胺受体拮抗剂，主要用于缓解恶心、呕 ...

Group 1 - The core point of the article is that Hendi Pharmaceutical announced the approval of several proposals, including changes to the company's registered capital and amendments to the company’s articles of association [2] Group 2 - The second meeting of the second board of directors was held on the evening of September 2, where the proposals were reviewed and approved [2] - The company will proceed with the necessary business registration changes following the approval of the proposals [2]

Group 1 - The company, Hendi Pharmaceutical, announced that it will hold its second extraordinary general meeting of shareholders on September 18, 2025 [2] - The agenda for the meeting includes proposals to change the company's registered capital, amend the articles of association, and handle business registration changes [2] - Additionally, the meeting will review proposals to revise certain governance systems of the company [2]

Group 1 - The core point of the article is that Hendi Pharmaceutical announced the approval of changes to its registered capital and amendments to its articles of association during the 14th meeting of the second supervisory board [2] Group 2 - The company will proceed with the necessary business registration changes following the approval [2]

Core Points - The document outlines the rules for the shareholders' meeting of Hubei Hendi Pharmaceutical Co., Ltd, aiming to ensure compliance with laws and regulations while protecting shareholders' rights [1][2][3] Group 1: General Provisions - The rules are established to regulate the behavior of the company and ensure efficient decision-making at shareholders' meetings [1] - Shareholders' meetings can be classified into annual and temporary meetings, with annual meetings required to be held within six months after the end of the previous fiscal year [1][2] - The company must report to the China Securities Regulatory Commission and the stock exchange if it cannot convene a shareholders' meeting within the stipulated time [2] Group 2: Rights and Responsibilities - The shareholders' meeting is the company's authority body, exercising powers such as electing directors, approving profit distribution plans, and making decisions on capital changes [8][9] - The company must hire a lawyer to provide legal opinions on the legality of the meeting's procedures and results [2][3] Group 3: Transactions and Approvals - Certain transactions, such as external guarantees and significant asset purchases, require approval from the shareholders' meeting if they exceed specified thresholds [4][5][6] - The rules specify that transactions involving guarantees exceeding 30% of the company's audited total assets must be approved by the shareholders' meeting [4] Group 4: Shareholder Proposals and Notifications - Shareholders holding more than 1% of shares can propose temporary items for discussion at the shareholders' meeting, which must be notified within two days of receipt [35][36] - Notifications for annual meetings must be sent at least 20 days in advance, while temporary meetings require a 15-day notice [37][38] Group 5: Meeting Procedures - The shareholders' meeting must be held at the company's registered location, and provisions must be made for remote participation [42][43] - The meeting must be presided over by the chairman or a designated director, and all shareholders have the right to attend and vote [50][51] Group 6: Voting and Resolutions - Shareholders must express their votes as either in favor, against, or abstaining, and the results must be publicly disclosed [59][62] - The company must ensure that resolutions passed at the shareholders' meeting are implemented within two months [67]

Core Points - The company has established a fundraising management system to regulate the management and use of raised funds, ensuring investor interests are maximized [1][2] - The system is applicable to funds raised through stock issuance or other equity-like securities, excluding funds raised for equity incentive plans [1] Fundraising Management System - The board of directors must thoroughly evaluate the feasibility of fundraising investment projects to ensure good market prospects and profitability, thereby mitigating investment risks [2] - The company is required to establish internal control systems for the storage, management, use, and supervision of raised funds, including clear approval authority and decision-making processes [2][3] - A special account for raised funds must be opened with a commercial bank, and funds should be stored in this account exclusively [3][4] - A tripartite supervision agreement must be signed with the sponsor and the commercial bank within one month of the funds being in place [3][4] Use of Raised Funds - Funds must be used according to the investment plan outlined in the issuance application documents, primarily for the main business [5] - The company is prohibited from using raised funds for financial investments, such as trading financial assets or lending [5][6] - The board must conduct a comprehensive review of the investment projects every six months, and any significant deviations from the investment plan must be disclosed [6][7] - If a project is delayed or not completed as planned, the company must provide reasons and a revised investment plan [6][7] Management of Surplus and Idle Funds - Surplus funds must be used for ongoing or new projects, or for share buybacks, and a plan for their use must be disclosed [8][9] - Idle funds can be temporarily used to supplement working capital, with strict limits on the duration and amount [8][9] - Cash management of idle funds must be conducted through designated accounts, ensuring that it does not affect the normal progress of investment projects [10][20] Reporting and Supervision - The company must disclose the actual use of raised funds accurately and promptly, especially if there are significant impacts on the investment plan [33][39] - The sponsor or independent financial advisor is responsible for ongoing supervision of the management and use of raised funds, with regular audits and reports required [20][22] - Any misuse or unauthorized changes in the use of raised funds must be reported and rectified promptly [23][39]

General Principles - The rules aim to protect the rights of Hubei Hendi Pharmaceutical Co., Ltd. and its shareholders, standardize the board's decision-making processes, and clarify the responsibilities of directors [1][2] - The board of directors is the decision-making body for the company's management, responsible for major operational decisions and accountable to the shareholders [1][2] Board Composition - The board consists of eight directors, including three independent directors and one employee representative [2] - At least one-third of the board members must be independent directors, with at least one being a professional accountant [2] Board Responsibilities - The board is responsible for convening shareholder meetings, executing resolutions, and making decisions on the company's operational plans and financing [9][10] - The board must act within the authority granted by the shareholders and the company's articles of association [10][11] Meeting Procedures - The board must hold at least two regular meetings annually, with provisions for special meetings as needed [15][16] - Directors must be notified of meetings in advance, and all relevant materials must be provided to ensure informed decision-making [18][19] Voting and Decision-Making - Decisions require a majority vote from the attending directors, with specific rules for related party transactions and other significant matters [41][42] - Independent directors must provide reasons for any dissenting votes, which should be disclosed alongside board resolutions [39][40] Documentation and Disclosure - Meeting minutes must accurately reflect discussions and decisions, and must be signed by attendees [46][47] - The company is required to disclose board resolutions and significant matters to the Shenzhen Stock Exchange within two working days [48][49] Amendments and Interpretation - The rules can be amended by the board and must be approved by the shareholders [55][56] - The board is responsible for interpreting these rules [56]

Summary of Hubei Biocause Heilen Pharmaceutical Co., Ltd. Articles of Association Core Points - The articles of association are established to protect the rights and interests of the company, shareholders, employees, and creditors, in accordance with relevant laws and regulations [2][3] - The company was formed through the overall change of Hubei Baike Heilen Pharmaceutical Co., Ltd. and is registered in Jingmen City [2][3] - The company has a registered capital of RMB 417.6 million and was approved for public stock issuance on November 16, 2021, with shares listed on the Shenzhen Stock Exchange on December 22, 2021 [3][4] Company Structure and Governance - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3][4] - The legal representative's civil activities bind the company, and the company is liable for damages caused by the representative in the course of their duties [3][4] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with its entire assets [3][4] Business Objectives and Scope - The company's business objectives include caring for life and creating a healthy lifestyle [4] - The business scope includes drug production, import and export of drugs, entrusted drug production, and internet information services related to drugs [4][5] Share Issuance and Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The total number of shares issued at the establishment was 180 million, with a face value of RMB 1 per share [6][7] - The company can increase capital through various methods, including issuing shares to unspecified or specific objects, distributing bonus shares, or converting reserves into capital [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 articles of association, and they cannot withdraw their capital except as legally permitted [15][16] - The company must maintain the independence of its assets and operations, ensuring that controlling shareholders do not misuse their power [16][17] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with specific procedures for calling and conducting these meetings [48][49] - Shareholder proposals must be submitted in advance, and the company must provide adequate notice of meetings [58][59] - Decisions at shareholder meetings require a majority or supermajority vote, depending on the nature of the resolution [80][81]

Core Viewpoint - The document outlines the financial assistance management system of Hubei Hendi Pharmaceutical Co., Ltd, aiming to regulate external financial assistance, mitigate financial risks, and enhance information disclosure quality [1]. Group 1: General Principles - The system defines "external financial assistance" as the provision of funds or entrusted loans by the company and its subsidiaries, excluding certain conditions such as when lending is the main business or when the recipient is a majority-owned subsidiary [1]. - The company must protect shareholders' rights and provide financial assistance based on principles of equality, voluntariness, and fairness, with the recipient required to provide guarantees [1]. Group 2: Approval Process - Financial assistance must be reviewed by the finance department and approved by the board of directors [3]. - A minimum of two-thirds of the attending directors must agree to the financial assistance proposal, and related directors must abstain from voting [4]. Group 3: Conditions for Financial Assistance - The company cannot provide financial assistance to related parties such as directors, senior management, or controlling shareholders [2]. - Financial assistance must be documented in agreements specifying conditions, amounts, terms, and liabilities for breach [2]. Group 4: Responsibilities and Oversight - The finance department is responsible for assessing the financial health and creditworthiness of the assistance recipient before providing funds [6]. - The internal audit department will supervise the compliance of financial assistance activities [6]. Group 5: Penalties - Violations of the financial assistance regulations that result in losses or negative impacts on the company will lead to economic liability for the responsible individuals, with severe cases potentially referred to judicial authorities [7]. Group 6: Miscellaneous - The management system will be revised and interpreted by the board of directors and will take effect upon approval [8].

Core Points - The document outlines the working rules of the Compensation and Assessment Committee of Hubei Hendi Pharmaceutical Co., Ltd, established to enhance corporate governance and improve operational efficiency [1][2] - The committee is responsible for evaluating the performance of directors and senior management, as well as reviewing and proposing compensation policies [1][3] Group 1: General Provisions - The committee is a specialized body established by the board of directors, responsible for assessing the performance standards of directors and senior management [1][2] - The committee consists of three members, including two independent directors, and is elected by the board [2][3] Group 2: Responsibilities and Duties - The committee is tasked with formulating performance evaluation standards and compensation policies for directors and senior management, and must submit proposals to the board for approval [11][12] - The chairperson of the committee is responsible for convening meetings, signing reports, and representing the committee to the board [13] Group 3: Meeting Procedures - The committee must hold at least one meeting annually, with additional meetings called as necessary [15][16] - A quorum requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [16][17] Group 4: Evaluation Process - The evaluation process for directors and senior management includes self-assessments and performance evaluations based on established criteria [23][24] - The committee may invite directors and senior management to attend meetings when necessary [24][25] Group 5: Miscellaneous Provisions - The rules are effective upon approval by the board and will be amended as necessary to comply with relevant laws and regulations [27][28] - The board is responsible for interpreting these rules [29]