Announcement of Resolutions of the 25th Meeting of the 8th Board of Directors of Shanghai Pharmaceuticals Group Co., Ltd.
Securities code: 601607 Securities abbreviation: Shanghai Pharmaceuticals Announcement number: Lin 2025-096
Shanghai Pharmaceutical Group Co., Ltd.
Announcement of Resolutions of the 25th Meeting of the Eighth Board of Directors
The board of directors and all directors of the company guarantee that the contents of this announcement do not contain any false records or misleading statements.
or major omissions, and shall bear individual and joint liability for the authenticity, accuracy and completeness of its content.
1. Convening of board of directors meetings
The 25th meeting of the eighth session of the Board of Directors of Shanghai Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company" or "Shanghai Pharmaceutical" or the "Group") (hereinafter referred to as the "meeting") was held on October 30, 2025 in Conference Room 1101, Shanghai Pharmaceutical Building, No. 200 Taicang Road, Shanghai, on-site and through communication. Nine directors should be present at this meeting, and nine directors were actually present, which complied with the provisions of the Company Law of the People's Republic of China and the Company's Articles of Association regarding the quorum for board meetings. This meeting was chaired by Chairman Yang Qiuhua, and supervisors and some senior managers attended the meeting.
2. Review status of board of directors meeting
This meeting reviewed and approved the following proposals:
- "2025 Third Quarter Report"
This proposal has been submitted to the 14th meeting of the Audit Committee of the 8th Board of Directors of the Company for review and approval, and it was agreed to be submitted to the Board of Directors for review.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
- "Proposal on the Renewal of the Procurement Framework Agreement and Daily Related/Continuing Related Transactions with Yongfa Printing Co., Ltd."
This proposal has been submitted to the 11th meeting of the company's eighth independent director meeting for review and approval, and it was agreed to be submitted to the board of directors for review.
It is agreed that the company and Yongfa Printing will renew the "Purchasing Framework Agreement". The agreement stipulates that any member of Shanghai Pharmaceuticals can purchase pharmaceutical printed packaging materials from any member of Yongfa Printing Group. The validity period is from January 1, 2026 to December 31, 2026. The annual upper limit of the total purchase amount of the group is RMB 90,000,000.
Related/connected director Mr. Yang Qiuhua voluntarily abstained from voting on the proposal, and all eight non-related/connected directors voted in favor.
Voting results: 8 votes in favor, 0 votes against, 0 abstentions
- "2025 Semi-annual Profit Distribution Plan"
The company achieved a consolidated net profit of RMB 4,458,864,876.61 (unaudited) attributable to shareholders of listed companies in the first half of 2025. Based on the total share capital of 3,708,361,809 shares as of June 30, 2025, the company plans to distribute a cash dividend of RMB 1.20 (including tax) for every 10 shares to all shareholders. The total planned cash dividends are 445,003,417.08 yuan (tax included), accounting for 9.98% of the consolidated net profit attributable to shareholders of listed companies in the first half of 2025. There will be no conversion of capital reserve funds into share capital in the first half of 2025.
If the company's total share capital changes between the date of implementation of equity distribution and the equity registration date, the company plans to maintain the amount of distribution per share unchanged based on the total share capital on the registration date of implementation of equity distribution, and adjust the total profit distribution accordingly.
In order to better implement the company's 2025 semi-annual profit distribution plan, the board of directors authorizes Mr. Shen Bo (Executive Director, President) to have full authority to modify, change, approve, sign and execute any documents related to dividend distribution during the implementation of profit distribution (including but not limited to letters of entrustment, agency agreements and agent fee letters, etc.) after the profit distribution plan is reviewed and approved by the shareholders' meeting; or to engage in any and all matters that it deems necessary, beneficial, or appropriate for dividend distribution (including stamping the company's seal on relevant documents or agreements, and retroactive confirmation). H-share equity registration date, etc.); or make any arrangements related thereto.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
The proposal still needs to be submitted to the company's shareholders' meeting for review.
- "Proposal on Convening the Company's Second Extraordinary General Meeting of Shareholders in 2025"
It was agreed to convene the company's second extraordinary general meeting of shareholders in 2025, and authorized the company's chairman to determine the specific time and location of the second extraordinary general meeting of shareholders in 2025 based on actual conditions. Relevant meeting arrangements will be issued together with the notice and announcement of the second extraordinary general meeting of shareholders in 2025.
Voting results: 9 votes in favor, 0 votes against, 0 abstentions
Announcement is hereby made.
Board of Directors of Shanghai Pharmaceutical Group Co., Ltd.
October 31, 2025