2025 Second Extraordinary General Meeting of Shareholders Meeting Materials
Securities code: 603207 Securities abbreviation: Xiaofang Pharmaceutical Shanghai Xiaofang Pharmaceutical Co., Ltd.
November 2025
Shanghai Xiaofang Pharmaceutical Co., Ltd.
Contents of the Second Extraordinary General Meeting of Shareholders in 2025
Instructions for the Second Extraordinary General Meeting of Shareholders in 2025 .............3 Agenda for the Second Extraordinary General Meeting of Shareholders in 2025 .............................5 Proposal One of the Second Extraordinary General Meeting of Shareholders in 2025 .............7 Proposal Two of the Second Extraordinary General Meeting of Shareholders in 2025 .............9 Proposal Three of the Second Extraordinary General Meeting of Shareholders in 2025 .............10
Instructions for the Second Extraordinary General Meeting of Shareholders in 2025
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the shareholders' meeting of Shanghai Xiaofang Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), and ensure the smooth progress of the meeting, these instructions are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules of Shareholders' Meetings of Listed Companies, the Articles of Association of Shanghai Xiaofang Pharmaceutical Co., Ltd. (hereinafter referred to as the "Articles of Association"), the Rules of Procedure for the Shareholders' Meeting of Shanghai Xiaofang Pharmaceutical Co., Ltd. and other relevant regulations:
In order to confirm the attendance qualifications of shareholders or their agents or other attendees attending the meeting, meeting staff will conduct necessary verification of the identities of those attending the meeting, and those being verified are requested to cooperate.
Shareholders and shareholder agents attending the meeting must go to the meeting site to sign in 30 minutes before the meeting, and please present their securities account card, identity document or copy of the business license/registration certificate (with official seal), power of attorney, etc. as required. A copy of the above registration materials must be provided. The copy of personal registration materials must be signed by the person. The copy of the legal representative certification document must be stamped with the company's official seal. After verification, the meeting materials can be collected before attending the meeting. After the meeting begins, the host of the meeting shall announce the number of shareholders attending the meeting and the total number of shares with voting rights held by them. Shareholders entering the meeting after this time shall not have the right to participate in on-site voting.
3. The meeting will review and vote on resolutions in the order listed in the meeting notice.
Shareholders and shareholders' agents participating in the shareholders' meeting shall enjoy the rights to speak, question, vote and other rights in accordance with the law. Shareholders and shareholders' agents participating in the general meeting of shareholders shall conscientiously perform their legal obligations and shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholders' agents, or disrupt the normal order of the general meeting of shareholders.
Shareholders and shareholders’ agents who require on-site speeches should register in advance at the speech registration office (the speech registration office is located at the conference sign-in area). The moderator of the conference arranges speeches according to the list and order provided by the speech registration office.
If shareholders and their agents request to ask questions on the spot, they should raise their hands in accordance with the meeting agenda and ask questions only with the permission of the meeting host. When multiple shareholders and shareholder agents request questions at the same time, the person who raises his or her hand first will ask the question first; if the order cannot be determined, the moderator shall designate the questioner.
During the meeting, only shareholders and their proxies will be allowed to speak or ask questions. When speaking or asking questions, the name of the shareholder and the total number of shares held must be stated. Speeches or questions should be related to the topics of this shareholders' meeting, be concise and to the point, and each speech should in principle not exceed 5 minutes. Each shareholder and shareholder's agent may speak or ask questions no more than 2 times.
When shareholders and shareholders' agents request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and shareholders' agents. During the voting at the shareholders' meeting, shareholders and shareholders' agents shall no longer speak. If shareholders and shareholders' agents violate the above regulations, the meeting host has the right to refuse or stop them.
The host can arrange for company directors, supervisors, senior managers, etc. to answer questions raised by shareholders. The host or his designated relevant personnel have the right to refuse to answer questions that may reveal the company's trade secrets and/or inside information and harm the common interests of the company and shareholders.
Shareholders and shareholders' agents attending the general meeting of shareholders shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting. Votes that are not filled in, filled in incorrectly, with illegible handwriting, or uncast votes will be regarded as the voter giving up the right to vote, and the voting results of the shares held by him will be counted as "abstention". The election of the company's directors, independent directors, and supervisors (referring to supervisors who are not employee representatives) adopts a cumulative voting system. Each share held by a shareholder present at the meeting has the same voting rights as the number of directors, independent directors, or supervisors to be elected. That is, the total number of valid votes owned by a shareholder is equal to the number of shares held multiplied by the number of candidates to be elected. Shareholders attending the meeting are requested to fill in their voting votes according to the voting requirements.
This general meeting of shareholders will vote through a combination of on-site voting and online voting. An announcement on the resolution of the general meeting of shareholders will be issued based on the results of on-site voting and online voting.
In order to ensure the solemnity and normal order of the shareholders' meeting, the company has the right to refuse entry to the venue in accordance with the law, except for shareholders and shareholders' agents present at the meeting, company directors, supervisors, senior executives, retained lawyers and persons invited by the board of directors.
This meeting will be witnessed on-site by a practicing lawyer from a law firm hired by the company and a legal opinion will be issued.
During the meeting, participants should pay attention to maintaining order in the venue, do not move around at will, set their mobile phones to silent mode, and refuse personal recording, video and photography. Any behavior that interferes with the normal proceedings of the meeting, provokes trouble or infringes on the legitimate rights and interests of other shareholders, the meeting staff has the right to stop and report to the relevant departments for handling.
The Company does not distribute gifts to shareholders attending the general meeting of shareholders. Shareholders or agents attending the meeting are responsible for their own accommodation and transportation expenses, and all shareholders are treated equally.
For the specific content of the registration method and voting method of this shareholders' meeting, please refer to the "Notice of Shanghai Xiaofang Pharmaceutical Co., Ltd. on Convening the Second Extraordinary General Meeting of Shareholders in 2025" disclosed by the company on the website of the Shanghai Stock Exchange on October 25, 2025 (Announcement Number: 2025-042).
Agenda for the 2025 Second Extraordinary General Meeting of Shareholders
1. Meeting time, location and voting method
On-site meeting time: 14:00 on November 10, 2025
On-site meeting location: 17th Floor, Jiaxing Building, No. 877 Dongfang Road, Pudong New District, Shanghai
Meeting convener: Board of Directors of Shanghai Xiaofang Pharmaceutical Co., Ltd.
Meeting host: Mr. Fang Zhiguang, Chairman
Meeting method: combination of on-site voting and online voting
Online voting system, start and end periods and voting time
Online Voting System: Shanghai Stock Exchange Shareholders Meeting Online Voting System
Online voting start and end time: from November 10, 2025 to November 10, 2025
The Shanghai Stock Exchange online voting system is adopted. The voting time of the voting platform through the trading system is the trading time period on the day of the shareholders’ meeting, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00; through the mutual
The voting time of the online voting platform is 9:15-15:00 on the day of the shareholders' meeting.
2. Meeting Agenda
(1) Participants sign in, receive meeting materials, and shareholders register to speak
(2) The host announces the start of the meeting and reads out the instructions for the general meeting of shareholders
(3) The host announces the number of shareholders attending the on-site meeting and the number of voting rights held
(4) Recommend vote counting and scrutinizing members
(5) Review each proposal of the meeting item by item
Voting shareholder type serial number Proposal name
Non-cumulative voting resolutions for A-share shareholders
1 Proposal on abolishing the Board of Supervisors and amending the "Articles of Association" √ 2.00 Proposal on amending some corporate governance systems √ 2.01 Proposal on amending the "Rules of Procedure for the Shareholders' Meeting" √ 2.02 Proposal on amending the "Rules of Procedure for the Board of Directors" √ 2.03 Proposal on amending the "External Guarantee Management System" √ 2.04 Proposal on amending the "External Investment Management System" √ 2.05 Proposal on amending the "Related Transaction Management System" √ 2.06 Proposal on amending the "Implementation Rules of the Cumulative Voting System" √ 3 Proposal on changing the audit agency in 2025 √
(6) Speeches and questions from shareholders and shareholders’ agents present at the meeting
(7) Shareholders and shareholders’ proxies present at the meeting vote on various proposals
(8) Adjourn the meeting and tally the voting results
(9) Resume the meeting and announce the voting results of the meeting and the adoption of motions
(10) Witness the lawyer reading out the legal opinion
(11) Signing meeting documents
(12) The host announces the end of the meeting
Proposal 1 of the Second Extraordinary General Meeting of Shareholders in 2025
Proposal on abolishing the Board of Supervisors and amending the Articles of Association
Dear shareholders and shareholder representatives:
1. Canceling the Board of Supervisors
In accordance with the provisions of the "Company Law", "Guidelines on the Articles of Association of Listed Companies" and other relevant laws, regulations and normative documents, as well as the relevant requirements of the China Securities Regulatory Commission's "Transitional Arrangements Related to the Implementation of New Supporting System Rules", the company will no longer have a board of supervisors and supervisors. The powers of the board of directors are exercised by the audit committee of the board of directors. The "Rules of Procedure for the Board of Supervisors of Shanghai Xiaofang Pharmaceutical Co., Ltd." (hereinafter referred to as the "Rules of Procedure for the Board of Supervisors") are accordingly abolished, and the provisions concerning the board of supervisors and supervisors in the company's various rules and regulations no longer apply.
All supervisors of the company's supervisory board have worked diligently and conscientiously during their tenure as supervisors of the company and have played a positive role in standardizing the company's operations. The company expresses its sincere gratitude to the board of supervisors and all supervisors for their contributions to the development of the company. Before the company's general meeting of shareholders considers and approves the cancellation of the board of supervisors, the company's second board of supervisors will still strictly comply with the requirements of the "Company Law" and other laws, regulations and normative documents, perform its supervisory functions diligently and responsibly, continue to supervise the legality and compliance of the company's operations, company finance and the performance of the company's directors and senior managers, and safeguard the interests of the company and all shareholders.
2. Revision of the Articles of Association
In order to fully implement the latest laws, regulations and normative document requirements, in accordance with the "Company Law", "Guidelines on the Articles of Association of Listed Companies" and other relevant laws, regulations and normative documents, the company plans to revise the relevant provisions in the "Articles of Association of Shanghai Xiaofang Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association") based on the actual situation and business development needs. Due to the numerous items involved in the revision, in this revision of the "Articles of Association", the relevant expressions about "Shareholders' Meeting" in the full text are unified to "Shareholders' Meeting", and the relevant expressions in the full text about "Board of Supervisors" or "Supervisors" are deleted or adjusted to "Audit Committee" or "Audit Committee Members". In addition, changes in the serial numbers of the original clauses (including the serial numbers of the quoted clauses), changes in individual words and sentences, changes in punctuation marks, etc. due to the deletion and addition of new clauses will not be listed item by item unless they involve changes in substantive content. For details of this revision of the Articles of Association, please refer to the "Announcement of Shanghai Xiaofang Pharmaceutical Co., Ltd. on the Cancellation of the Board of Supervisors and the Revision of the Articles of Association and Partial Governance Systems" disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on October 25, 2025 (Announcement Number: 2025-040). The above matters need to be submitted to the company's second extraordinary general meeting of shareholders for review and approval in 2025 and will take effect. At the same time, the company's board of directors has requested the shareholders' meeting to authorize the company's management to handle industrial and commercial change registration, articles of association filing and other matters. The final changes will be subject to actual approval and registration by the industrial and commercial management department. The above proposals have been reviewed and approved at the sixth meeting of the second board of directors.
This proposal is now submitted to the shareholders' meeting for consideration.
Board of Directors of Shanghai Xiaofang Pharmaceutical Co., Ltd.
November 10, 2025
Proposal 2 of the 2025 Second Extraordinary General Meeting of Shareholders
Proposal on amending some corporate governance systems
Dear shareholders and shareholder representatives:
In order to further improve the corporate governance structure and promote the company's standardized operations, in line with the provisions of the latest revised "Articles of Association of Shanghai Xiaofang Pharmaceutical Co., Ltd." and based on the actual situation of the company, the company has revised some of its internal governance systems in accordance with the provisions of the "Company Law", "Relevant Transition Period Arrangements for the Implementation of Supporting System Rules of the New Company Law", "Guidelines on the Articles of Association of Listed Companies" and other laws, regulations and normative documents that will be implemented from July 1, 2024. The specific situation is as follows:
Serial number System name Revision
1 "Rules of Procedure for Shareholders' Meeting" Revision
2 "Rules of Procedures of the Board of Directors" Revision
3 "External Guarantee Management System" Revision
4 "Foreign Investment Management System" Revision
5 "Related Transaction Management System" Revision
6 "Cumulative Voting System Implementation Rules" revised
For details, please refer to the relevant announcements and documents disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on October 25, 2025.
The above proposals have been reviewed and approved at the sixth meeting of the second board of directors.
This proposal is now submitted to the shareholders' meeting for consideration.
Board of Directors of Shanghai Xiaofang Pharmaceutical Co., Ltd.
November 10, 2025
Proposal 3 of the 2025 Second Extraordinary General Meeting of Shareholders
Proposal on changing the audit agency for 2025
Dear shareholders and shareholder representatives:
After careful consideration and comprehensive assessment, and in view of the company's business development and overall audit needs, and after full communication and negotiation, the company plans to change the audit institution in 2025 to Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership). For details, please refer to the relevant announcements and documents disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on October 25, 2025.
The above proposals have been reviewed and approved at the sixth meeting of the second board of directors.
This proposal is now submitted to the shareholders' meeting for consideration.
Board of Directors of Shanghai Xiaofang Pharmaceutical Co., Ltd.
November 10, 2025