Core Points - The document outlines the independent director system of Shanghai Sailun Biotechnology Co., Ltd, aiming to enhance corporate governance and protect the rights of all shareholders, especially minority shareholders [1][2][3] - Independent directors must not have any direct or indirect interests that could affect their independent judgment and are required to fulfill their duties with integrity and diligence [2][3][4] Group 1: Independent Director Qualifications - Independent directors should not hold any other positions within the company and must not have any relationships that could compromise their independence [2][3] - The company will have three independent directors, including at least one accounting professional with relevant qualifications [4][5] - Candidates for independent directors must meet specific criteria, including legal qualifications, independence, and relevant work experience [8][9] Group 2: Responsibilities and Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [19][20] - They have special powers, including the ability to hire external consultants, call for shareholder meetings, and express independent opinions on matters that may harm the company or minority shareholders [20][21] - Independent directors must attend board meetings and can delegate their voting rights if unable to attend [19][20] Group 3: Appointment and Termination - Independent directors are nominated by the board or shareholders and must be approved by the shareholders' meeting [11][12] - Their term aligns with that of other directors, with a maximum consecutive term of six years [17][18] - The company must promptly disclose reasons for any termination of independent directors [17][18] Group 4: Reporting and Compliance - Independent directors must report any issues that hinder their ability to perform their duties to the relevant authorities [26][27] - They are required to conduct annual self-assessments of their independence and submit reports to the board [29][30] - The company must provide necessary resources and support to independent directors to ensure they can fulfill their responsibilities effectively [34][35]

Core Viewpoint - The company establishes a system to ensure that related party transactions are conducted fairly, justly, and transparently, protecting the rights of the company and non-related shareholders [1][2][3] Group 1: Related Party Transactions - Related party transactions must comply with relevant laws, regulations, and the company's articles of association, and must be documented in written agreements that are clear and specific [1][2] - Transactions should adhere to principles of fairness, justice, and honesty, and pricing should not deviate from market standards [1][4] - Related party transactions include various activities such as asset purchases, investments, and provision of guarantees [1][5] Group 2: Definition of Related Parties - Related parties include individuals or entities that have significant control or ownership (more than 5%) in the company, as well as family members of key individuals [2][3][4] - The definition extends to those who can exert significant influence over the company through financial or operational decisions [4][5] Group 3: Approval and Voting Procedures - Related directors must abstain from voting on related party transactions, and decisions must be made by a majority of non-related directors [5][6] - Related shareholders must also abstain from voting, and any failure to disclose related relationships can lead to legal actions [6][7] Group 4: Transaction Standards and Reporting - Transactions exceeding certain thresholds (e.g., 30 million yuan or 1% of total assets) require independent evaluation and must be submitted for shareholder approval [7][8] - The company must disclose related party transactions in annual and semi-annual reports, and agreements lasting over three years must be reviewed every three years [10][11] Group 5: Pricing Principles - Related party transaction pricing should be fair and based on government pricing, market prices, or reasonable cost-plus methods [12][13] - If no comparable market prices exist, the company must disclose the pricing determination principles and justify their fairness [13][14] Group 6: Audit and Oversight - The audit committee must review related party transactions and provide opinions on their fairness and alignment with shareholder interests [15][16] - The company must ensure that transactions do not lead to the misappropriation of funds or assets by related parties, with independent directors reviewing transactions quarterly [16][17]

第一章 总则 第一条 为贯彻证券市场公开、公平、公正原则，进一步规范上海赛伦生物 技术股份有限公司（以下简称"公司"）控股股东、实际控制人的行为，切实保 护公司和其他股东的合法权益，根据《中华人民共和国公司法》《中华人民共和 国证券法》《上市公司治理准则》《上海证券交易所科创板股票上市规则》等相 关法律、法规、规范性文件及《上海赛伦生物技术股份有限公司章程》（以下简 称"《公司章程》"）的有关规定，并结合公司实际情况，特制定本规范。 第二条 本规范适用于本公司的控股股东、实际控制人。 以下主体的行为视同控股股东、实际控制人行为，比照适用本规范相关规定： （一）控股股东、实际控制人直接或间接控制的法人、其他组织（本公司及 其控股子公司除外）、一致行动人； （二）控股股东、实际控制人为自然人的，其父母、配偶和子女； （三）第一大股东； （四）上海证券交易所认定的其他主体。 第三条 本规范所称控股股东是指持有公司股份占公司股本总额超过50%的 股东，或者持有股份的比例虽然未超过50%，但依其持有的股份所享有的表决权已 足以对股东会的决议产生重大影响的股东。 本规范所称实际控制人是指通过投资关系、协议或者其他安排，能 ...

General Principles - The compensation management system for directors and senior management of Shanghai Sailun Biotechnology Co., Ltd. aims to enhance work motivation and creativity, thereby improving operational efficiency and management standards [2] - The system is based on relevant laws and regulations, including the Company Law of the People's Republic of China and the Articles of Association of the company [2] Applicability - The compensation management system applies to the company's directors and senior management, which includes the general manager, deputy general managers, board secretary, financial director, and other personnel recognized by the board [2] Compensation Principles - Compensation for directors and senior management is determined based on company size and performance, ensuring alignment with market value [2] - The principles include reflecting income levels in accordance with company scale and performance, aligning compensation with job value and responsibilities, supporting long-term company interests, and balancing incentives and constraints [2] Compensation Management Structure - The board of directors is responsible for reviewing the compensation of senior management, while the shareholders' meeting reviews the compensation of directors [3] - The Compensation and Assessment Committee of the board manages the compensation plans and conducts annual performance evaluations [3] Compensation Standards - Compensation for board members includes allowances for independent directors, which are subject to approval by the board and shareholders [3][4] - Senior management compensation consists of basic salary and performance-based pay, with the basic salary determined by position, responsibility, capability, and market salary trends [4] Performance-Based Compensation - Performance-based compensation is linked to the company's performance evaluation system and is determined based on assessment results [4] Payment Schedule - Director allowances and basic salaries are paid monthly, while performance bonuses are distributed based on the assessment cycle, which runs from January 1 to December 31 each year [5] Conditions for Compensation Reduction - The board may decide to reduce or withhold performance compensation or allowances if there are significant losses due to poor decision-making or serious violations of company regulations [5] Compensation Adjustment Criteria - The Compensation and Assessment Committee adjusts compensation based on industry salary increases, inflation, company profitability, organizational changes, and specific job responsibilities [6][7] Implementation - The compensation management system will be implemented upon approval by the shareholders' meeting and is subject to modification by the board [7]

Core Points - The article outlines the measures taken by Shanghai Sailun Biotechnology Co., Ltd. to prevent the controlling shareholder, actual controller, and related parties from occupying company funds [2][3][4] - The company aims to establish a long-term mechanism to safeguard the interests of all shareholders and stakeholders [2][3] Group 1: General Principles - The system applies to fund management between the controlling shareholder, actual controller, and related parties with the company and its subsidiaries [3] - The definition of controlling shareholders, actual controllers, and related transactions follows the regulations of the Shanghai Stock Exchange [3] Group 2: Types of Fund Occupation - Fund occupation includes both operational and non-operational fund occupation [4] - Operational fund occupation refers to fund occupation arising from related transactions in production and operation [4] - Non-operational fund occupation includes various forms such as payment of wages, debts, and other expenses on behalf of the controlling shareholder or related parties [4][5] Group 3: Prevention Measures - The company prohibits any form of fund occupation by the controlling shareholder or related parties [5][6] - Strict procedures and disclosure obligations must be followed for any operational fund transactions with the controlling shareholder or related parties [6][7] - The board of directors is responsible for establishing a verification system to monitor transactions and fund flows with the controlling shareholder and related parties [7][8] Group 4: Responsibilities and Accountability - The board of directors and senior management must diligently fulfill their responsibilities to protect company funds [9][10] - Any violation of the fund occupation rules by the controlling shareholder or related parties will result in liability for damages [10][12] - The company must take protective measures to minimize losses caused by fund occupation or transfer by the controlling shareholder or related parties [10][11]

Core Points - The document outlines the rules for the operation of the shareholders' meeting of Shanghai Sailun Biotechnology Co., Ltd, ensuring compliance with relevant laws and regulations [2][3][4] - The company must hold annual and temporary shareholders' meetings, with specific timelines for notification and execution [4][5][6] - Legal opinions must be obtained for the meeting's procedures, attendance qualifications, and voting results [3][4][5] Group 1 - The company is required to report to the China Securities Regulatory Commission and the Shanghai Stock Exchange if it cannot hold a shareholders' meeting within the specified timeframe [3][4] - The board of directors must convene the shareholders' meeting within the legal timeframe and respond to requests from independent directors and shareholders holding more than 10% of shares [4][5][6] - The audit committee can convene a temporary shareholders' meeting if the board fails to do so within the stipulated time [4][5] Group 2 - Shareholders holding more than 1% of shares can propose additional agenda items for the meeting, provided they comply with legal and regulatory requirements [6][7] - Notifications for the annual and temporary shareholders' meetings must include detailed information about the meeting and the agenda items [6][7][8] - The company must ensure that all shareholders can attend the meeting, either in person or through authorized representatives [8][9] Group 3 - Voting procedures must be clearly defined, and the results must be disclosed promptly after the meeting [12][15] - The company must maintain confidentiality regarding the voting process and ensure that all relevant documentation is preserved for ten years [15][16] - The board of directors is responsible for executing the resolutions passed during the shareholders' meeting in a timely manner [17][18]

Core Viewpoint - The equity change by Ningbo Yixiang Investment Partnership will not affect the company's governance structure or ongoing operations, nor will it lead to changes in the controlling shareholder or actual controller [1]. Summary of Equity Changes - Since the company's initial public offering, the equity changes of Yixiang Investment are as follows: - After a cash dividend of 2.4 RMB per 10 shares and a capital reserve increase of 8 shares per 10 shares, the total share capital increased to 144 million shares, with Yixiang Investment holding 13,667,400 shares, representing 9.491250% of the total [1]. - Following various stock repurchases and capital increases, Yixiang Investment's shareholding has been diluted to 9.286117% and subsequently to 9.237133% as the total share capital fluctuated [2][3]. - After the 2019 dividend distribution, Yixiang Investment's shares increased to 20,501,100, maintaining a 9.237133% stake despite the total share capital rising to 221,942,250 shares [2]. - The shareholding was further diluted to 6.688082% after a series of share reductions and repurchases, with Yixiang Investment holding 14,834,700 shares [3]. - By the end of 2022, after a significant reduction in shares, Yixiang Investment's holding decreased to 20,026,900 shares, representing 5.074915% of the total share capital [5]. - As of November 2023, following additional share repurchases, Yixiang Investment's stake was further diluted to 5.095100% with 20,026,900 shares held [6][7]. Shareholding Situation Before and After Changes - Before the recent equity changes, Yixiang Investment held 7,593,000 shares, representing 9.491250% of the total share capital. After the changes, the holding decreased to 19,576,800 shares, which is 4.999998% of the total [7].

Core Viewpoint - The epidemic of Chikungunya fever in Guangdong Province remains at a high plateau, indicating a severe situation that requires attention [1]. Summary by Sections Epidemic Situation - As of July 22, 2025, Shunde District in Foshan City reported a total of 2,934 confirmed cases of Chikungunya fever, with a significant increase of 463 cases in just one day [4][5]. - The first report of the epidemic in Shunde was on July 15, 2025, with 478 confirmed cases, showing an increase of over 2,000 cases in just over a week [4]. - The World Health Organization (WHO) reported that 119 countries and regions have identified Chikungunya virus transmission, with approximately 5.5 million people at risk globally, potentially leading to widespread outbreaks [4][5]. Companies Involved in Prevention and Detection - **Runben Co., Ltd. (润本股份)**: A leading domestic company in mosquito repellent products, with a revenue of 440 million yuan in 2024, showing a year-on-year growth of 35.4% and a gross margin of 54.2% [7]. - **Rainbow Group (彩虹集团)**: A well-known pest control company in China, offering a full range of mosquito repellent products that play a crucial role in controlling Chikungunya fever [8]. - **Shanghai Jahwa (上海家化)**: The "Liushen" brand is the top brand in China for mosquito repellent flower water, holding significant brand influence in mosquito prevention and personal care [9]. - **Longyun Group (朗云集团)**: A Hong Kong-listed company that has maintained the number one market share in pest control products for ten consecutive years, with notable products performing well during the epidemic [10]. - **Kangzhi Pharmaceutical (康芝药业)**: Offers a full range of baby and child health protection products, including disinfectants and mosquito repellents, demonstrating expertise in child health protection [11]. - **Shuoshi Gene (硕世纪录物)**: Utilizes gene sequencing technology for Chikungunya fever testing, providing precise diagnostic support for epidemic prevention [12]. - **Da'an Gene (达安基因)**: Provides nucleic acid testing kits for Chikungunya virus, leveraging extensive experience in molecular diagnostics [13]. - **Huiyu Medical (会域医学)**: A leading medical testing institution in China, employing advanced technology for accurate diagnosis of Chikungunya fever [14]. - **Wansheng Biology (万学生物)**: Offers rapid testing solutions for Chikungunya virus, focusing on point-of-care testing [16]. - **Nuo Weisha (诺唯莎)**: Combines molecular design with various heat-start technologies to enhance detection efficiency for mosquito-borne viruses [17].

Market Overview - The A-share market saw all three major indices rise, with the Shanghai Composite Index increasing by 0.65%, the Shenzhen Component Index rising by 1.21%, and the ChiNext Index up by 1.5% [1] - The total trading volume in the Shanghai and Shenzhen markets reached 1.84 trillion yuan, a decrease of 19.9 billion yuan compared to the previous trading day [1] Stock Performance - Over 4,300 stocks in the market experienced gains, indicating a broad-based rally [1] - Sectors that performed well included Hainan Free Trade Zone, rare earth permanent magnets, duty-free shops, film and television, securities, and biopharmaceuticals [1] - Notable individual stock performances included: - Happiness Blue Ocean, Hainan Airport, and China Duty Free Group hitting the daily limit up - Tibet Summit rising over 7% - Huhua Co., Ltd. declining over 9% - Jiangnan Chemical falling over 5% - Zhongjin Gold dropping over 4% - Minsheng Bank decreasing over 2% [1]

Investment Rating - The industry investment rating is maintained at "Overweight" [6] Core Insights - The strategic entry of Shanghai state-owned capital into Kanghua Biotech is expected to enhance the company's research and development capabilities and market expansion, leveraging strong financial support and resource networks [6][7] - North Chip Life's successful IPO approval on the Sci-Tech Innovation Board signifies a positive trend for innovative medical device companies, although it faces challenges in market competition and product sales [6][7] Summary by Sections Recent Industry Performance - The industry has shown relative returns of 4.6% over one month, 7.08% over three months, and 7.18% over twelve months compared to the CSI 300 index [2] Key Events - Kanghua Biotech's major shareholder transfer to Shanghai Wankexin Biotech involves approximately 28.47 million shares, representing 21.91% of the total share capital, with a transaction value of 1.851 billion yuan [6] - North Chip Life's IPO has passed the review by the Shanghai Stock Exchange, moving closer to listing [6] Investment Highlights - The entry of Shanghai state-owned capital into Kanghua Biotech is expected to significantly increase R&D investment and enhance the company's competitive position in the biopharmaceutical sector [6][7] - North Chip Life operates in a rapidly growing market for cardiovascular disease diagnostic devices, with the IVUS market projected to grow from approximately 1.76 billion yuan in 2024 to about 5.11 billion yuan by 2030 [6][7] Market Potential and Challenges - Kanghua Biotech is positioned to leverage state resources for market expansion and product development, particularly in vaccine research [6][7] - North Chip Life must innovate and improve its product offerings to compete effectively against emerging technologies in the cardiovascular diagnostic market [7]