Announcement on the continuation of the signing of the "Financial Services Agreement" and related transactions with Sinopharm Group Finance Co., Ltd.
Securities code: 600420 Securities abbreviation: Sinopharm Modern Announcement number: 2026-015
Shanghai Modern Pharmaceutical Co., Ltd.
The company's board of directors and all directors guarantee that the contents of this announcement do not contain any false records, misleading statements or major omissions, and assume legal responsibility for the authenticity, accuracy and completeness of its contents.
Important content reminder:
Transaction content: Shanghai Modern Pharmaceutical Co., Ltd. (hereinafter referred to as the company) plans to continue to sign the "Financial Services Agreement" with Sinopharm Group Finance Co., Ltd. (hereinafter referred to as Sinopharm Finance). During the validity period of the agreement, the daily deposit balance of the company and its affiliated enterprises in Sinopharm Finance will not exceed RMB 2 billion; the comprehensive loan credit limit will not exceed RMB 2.5 billion.
This transaction is a related transaction, and the related directors abstained from voting. This proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review, and related shareholders need to abstain from voting.
1. Overview of related party transactions
In order to optimize the company's financial management, improve the efficiency of fund use, and reduce financing risks, the company plans to continue to sign the "Financial Services Agreement" with Sinopharm Finance to provide the company and its affiliated enterprises with various financial services such as deposits, loans, guarantees, and settlement.
As of December 31, 2025, the company's consolidated deposit balance in Sinopharm Finance was 1.498 billion yuan, accounting for 10.87% of the company's most recent audited net assets attributable to shareholders of listed companies; the loan balance was 0 yuan.
2. Introduction to related parties
(1) Basic information on related parties
Company name: Sinopharm Group Finance Co., Ltd.
Registered address: 7th Floor, China Pharmaceutical Building, No. 20 Zhichun Road, Haidian District, Beijing
Registered capital: RMB 2.20 billion
Legal representative: Wang Peng
Business scope: (1) Taking deposits from member units; (2) Handling member unit loans; (3) Handling member unit bill discounts; (4) Handling member unit fund settlement and collection and payment; (5) Providing member unit entrusted loans, bond underwriting, non-financing letters of guarantee, financial consulting, credit authentication and consulting agency business; Securities code: 600420 Securities abbreviation: Sinopharm Modern Announcement number: 2026-015
(6) Engage in inter-bank lending; (7) Handle member unit bill acceptance; (8) Handle member unit product buyer credit; (9) Engage in fixed-income securities investment.
Related relationships: The company and Sinopharm Finance are both controlled by China National Pharmaceutical Group Co., Ltd.
(2) Main financial data of related parties in the past two years
Unit: 100 million yuan
Main financial indicators December 31, 2025 December 31, 2024
Total assets 464.53 387.54 Net assets 41.00 40.12
2025 2024
Operating income 7.53 6.83 Net profit 1.45 1.39 Note: Sinopharm Finance’s 2025 financial data has not been audited
(3) Other instructions
Sinopharm Finance's operations have been stable in the past three years, and all businesses have developed well. The company and Sinopharm Finance remain independent in terms of property rights, business, assets, claims and debts, and personnel.
3. Main contents of the "Financial Services Agreement"
(1) Service content
deposit services;
Loans, entrusted loans, bill discounting, bill acceptance and other credit businesses;
Financial advisory, credit appraisal and consulting agency services;
Bond underwriting, non-financing guarantees;
Fund settlement and collection and payment;
Other businesses that can be engaged in with the approval of the State Financial Supervision and Administration Bureau.
(2) Service principles
The company has the right to independently select financial institutions that provide financial services based on its own business needs, and independently determine the financial institutions that provide deposit and loan services and the amount of deposits and loans; the company chooses Sinopharm Finance as one of the major financial institutions that provide financial services. The company agreed to give priority to Sinopharm Finance to provide financial services under the same conditions.
The company is a major member of China National Pharmaceutical Group Co., Ltd. Sinopharm Finance has listed the company as its key support customer. Sinopharm Finance promises to provide financial services to the company at any time, no less than Securities code: 600420 Securities abbreviation: Sinopharm Modern Announcement number: 2026-015
Conditions under which other financial institutions can provide the same type of financial services to the company at that time.
(3) Service price
- About deposits and loans
(1) The interest rate for deposits taken by Sinopharm Finance from the company shall comply with the provisions of the People's Bank of China on the interest rate for this type of deposit; in addition to complying with the foregoing, it shall not be lower than the interest rate determined by general commercial banks providing the same type of deposit services to the company.
(2) The interest rate of loans issued by Sinopharm Finance to the company (including discounts and other credit businesses, the same below in this article) shall comply with the provisions of the People's Bank of China on the interest rate of this type of loan; in addition to complying with the foregoing, it shall not be higher than the interest rate determined by general commercial banks providing the same type of loan services to the company.
- About paid services
(1) Sinopharm Finance provides the company with services such as non-financing letters of guarantee, bond underwriting, financial advisory, credit appraisal and consulting agency for a fee.
(2) The handling fees charged by Sinopharm Finance for providing the financial services listed in the above article to the company shall comply with the relevant regulations if the People's Bank of China or the State Financial Supervision Administration has charging standards; in addition to complying with the foregoing, the handling fees charged by Sinopharm Finance for providing financial services to the company shall not be higher than the handling fees charged by general commercial banks for providing the same type of financial services to the company.
- About unpaid services
The uncharged services provided by Sinopharm Finance to the company include settlement services and provision of financial information services. 4. About the company’s future financial services
In addition to the financial services currently provided by Sinopharm Finance to the company listed in Articles 1-3 above, Sinopharm Finance is also expanding and developing other financial services that it is licensed to operate. When conditions are met, Sinopharm Finance will provide new financial services to the member units of China National Pharmaceutical Group Co., Ltd.
- Regarding the charging principles for the services listed in Articles 3 and 4 above
Sinopharm Finance provides the company with the services listed in Articles 3 and 4 above. If it charges handling fees during the validity period of the agreement, it shall follow the following principles:
(1) Comply with the charging standards for this type of services stipulated by the People's Bank of China or the State Administration of Financial Supervision; and (2) should be no higher than the handling fees charged by general commercial banks for providing the same type of financial services to companies.
(4) Transaction limit
For the sake of financial control and transaction rationality, the company provides financial services to Sinopharm Finance. Securities code: 600420 Securities abbreviation: Sinopharm Modern Announcement number: 2026-015
Yi has made the following restrictions, and Sinopharm Finance should assist the company in monitoring and implementing the following restrictions:
During the validity period of the agreement, the daily balance of deposits taken by Sinopharm Finance from the company (including accrued interest, but excluding proceeds from any loan business from Sinopharm Finance) shall not exceed RMB 2 billion.
During the validity period of the agreement, Sinopharm Finance will provide the company with a comprehensive credit line of up to RMB 2.5 billion.
(5) Risk control
Sinopharm Financial Guarantee will operate in strict accordance with the financial company risk monitoring indicators promulgated by the State Administration of Financial Supervision and Administration, and will not carry out business that has not been approved by the State Administration of Financial Supervision and Administration, nor conduct illegal activities.
Sinopharm Finance should ensure the safe operation of the fund settlement network, ensure the safety of funds, control financial risks, and meet the company's safe payment needs for funds deposited in Sinopharm Finance.
Sinopharm Finance should develop relevant risk management measures and internal control systems for various financial services and products to ensure the safety of the company's funds and interests.
(6) Validity period of the agreement
The company will sign a "Financial Services Agreement" with Sinopharm Finance after deliberation and approval at the shareholders' meeting. The agreement is valid for 18 months from the date of approval by the shareholders' meeting.
4. The impact of related-party transactions on listed companies
The signing of the "Financial Services Agreement" between the company and Sinopharm Finance can broaden the company's financing channels, improve the company's capital use efficiency, reduce capital use costs and financing costs, and is conducive to the stable and orderly development of the company and its subsidiaries. This transaction followed the principles of fairness and reasonableness and did not harm the interests of the company and other unrelated shareholders.
5. Review procedures that should be performed for related-party transactions
On March 26, 2026, the company's first special meeting of independent directors in 2026 reviewed and approved the "Proposal on the Proposal to Continue to Sign the Financial Services Agreement and Related Transactions with Sinopharm Group Finance Co., Ltd.", with 3 votes in favor, 0 votes against, and 0 abstentions. Agree to submit the proposal to the company's board of directors for review.
On March 26, 2026, the company held the third meeting of the ninth board of directors, and reviewed and approved the "Proposal on the Proposal to Continue to Sign the Financial Services Agreement and Related Transactions with Sinopharm Group Finance Co., Ltd.", with 6 votes in favor, 0 votes against, 0 abstentions, and 3 abstentions (related directors Mr. Cai Maisong, Mr. Xing Yonggang, and Ms. Zhu Lin abstained from voting).
Securities code: 600420 Securities abbreviation: Sinopharm Modern Announcement number: 2026-015
According to the relevant provisions of the "Shanghai Stock Exchange Stock Listing Rules" and the "Articles of Association", this related transaction proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review, and the relevant related shareholders need to abstain from voting. Announcement is hereby made.
Board of Directors of Shanghai Modern Pharmaceutical Co., Ltd.
March 28, 2026