Wantai Biotech's first extraordinary shareholders' meeting in 2025 meeting materials
Beijing Wantai Biopharmaceutical Co., Ltd.'s first extraordinary shareholders' meeting meeting materials in 2025 Beijing Wantai Biopharmaceutical Co., Ltd.'s first extraordinary shareholders' meeting meeting materials in 2025
Stock abbreviation: Wantai Biotechnology
Stock code: 603392
October 2025
Beijing Wantai Biopharmaceutical Co., Ltd. 2025 First Extraordinary Shareholders Meeting Materials Beijing Wantai Biopharmaceutical Co., Ltd.
Conference Material Directory
1. Instructions for shareholders’ meeting
2. Meeting Agenda
3. Meeting Proposals
Proposal 1: "Proposal on Changing the Use and Cancellation of Partial Repurchase Shares" Beijing Wantai Biopharmaceutical Co., Ltd. 2025 First Extraordinary Shareholders Meeting Meeting Materials
Instructions for the First Extraordinary Shareholders Meeting in 2025
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the shareholders' meeting, and ensure the smooth progress of the meeting, in accordance with the relevant provisions of 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, and the "Articles of Association of Beijing Wantai Biopharmaceutical Co., Ltd." and the "Rules of Procedure for the Shareholders' Meeting of Beijing Wantai Biopharmaceutical Co., Ltd.", the instructions for the first extraordinary shareholders' meeting in 2025 are hereby formulated:
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.
In order to ensure the seriousness and normal order of this meeting and to effectively protect the legitimate rights and interests of shareholders, shareholders attending the meeting or their agents or other attendees are requested to arrive at the venue on time to sign in and confirm their qualifications to participate. Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and agents attending the meeting on site and the number of voting rights they hold.
3. The meeting will review and vote on resolutions in the order listed in the meeting notice.
Shareholders and their agents shall enjoy the right to speak, question, vote and other rights when participating in the shareholders' meeting in accordance with the law. Shareholders and shareholders' agents participating in the shareholders' meeting 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 shareholders' meeting.
Shareholders and shareholders' agents who request to speak must follow the agenda of the meeting and obtain permission from the host of the meeting before they can speak. When multiple shareholders and shareholders' agents request to speak at the same time, the person who raises his hand first will speak; if the order cannot be determined, the moderator shall designate the speaker. During the meeting, only shareholders and their proxies will be allowed to speak or ask questions. Speeches or questions from shareholders and their agents should focus on the topics of this meeting, be concise and to the point, and in principle should not exceed 5 minutes.
When shareholders and shareholders’ agents request to speak, they shall not interrupt the meeting reporter’s report 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 the company’s directors, supervisors and senior managers to answer questions raised by shareholders. Regarding questions that may reveal the company's business secrets and/or inside information and harm the common interests of the company and shareholders, preside over the meeting materials of the first extraordinary shareholders' meeting of Beijing Wantai Biopharmaceutical Co., Ltd. in 2025
The person or his or her designee has the right to refuse to answer.
Shareholders and shareholders' agents attending the shareholders' meeting 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".
This shareholders’ meeting will vote through a combination of on-site voting and online voting. An announcement on the resolutions of the shareholders’ meeting 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 meeting 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, and set their mobile phones to silent mode. Participants should not leave the venue after the meeting without special reasons.
The company does not distribute gifts to shareholders who attend the shareholders' meeting, nor is it responsible for arranging accommodation and other matters for shareholders who attend the shareholders' meeting, so as to treat all shareholders equally.
Beijing Wantai Biopharmaceutical Co., Ltd. 2025 First Extraordinary Shareholders Meeting Materials
Agenda for the first extraordinary shareholders meeting in 2025
1. Meeting format
This shareholders meeting will be held through a combination of on-site voting and online voting.
2. Date, time and place of on-site meeting
Date and time of convening: 14:00 on October 31, 2025
Venue: Company Conference Room, No. 31 Science Park Road, Changping District, Beijing
3. Online voting system, start and end dates and voting time
Online voting system: Shanghai Stock Exchange Shareholders Meeting online voting system
Online voting start and end time: from October 31, 2025 to October 31, 2025
Using the Shanghai Stock Exchange's online voting system, the voting time through the trading system voting platform is the trading time period on the day the shareholders' meeting is held, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00; the voting time through the Internet voting platform is 9:15-15:00 on the day the shareholders' meeting is held.
4. On-site meeting agenda
(1) Participants sign in and shareholders register
(2) The host of the meeting announced the start of the first extraordinary shareholders’ meeting of Beijing Wantai Biopharmaceutical Co., Ltd. in 2025
(3) The host of the meeting announces the number of shareholders and representative shares attending the on-site meeting, and introduces the participants and attendees of the on-site meeting.
(4) Review of proposals
- "Proposal on Changing the Use and Cancellation of Partial Repurchase Shares"
(5) Shareholders or shareholder representatives speak and ask questions, and directors, supervisors and senior management provide explanations and explanations
(6) The meeting reviewed and approved the voting methods and elected the scrutineers and counters
(7) Read out the voting precautions, shareholders or shareholder representatives vote on the proposal and fill in the voting ballot
(8) After counting and scrutinizing the votes, the host of the meeting shall announce the voting results on the spot
(9) Witnessing lawyers issue shareholder meeting witness opinions
(10) End of on-site meeting
Beijing Wantai Biopharmaceutical Co., Ltd. 2025 First Extraordinary Shareholders Meeting Materials
Proposals for the First Extraordinary Shareholders Meeting in 2025
Proposal 1: "Proposal on Changing the Use and Cancellation of Partial Repurchase Shares"
Dear shareholders and shareholder representatives:
The company plans to change the purpose of the 729,970 shares that have been repurchased but not yet used in the special securities account for repurchase from "used for employee stock ownership plans or equity incentives" to "used for cancellation and reduction of registered capital." The specific contents are as follows:
1. Share repurchase plan and implementation
On August 5, 2022, the company held the 13th meeting of the fifth board of directors and the 13th meeting of the fifth board of supervisors, and reviewed and approved the "Proposal on the Plan to Repurchase the Company's Shares through Centralized Bidding Transactions", and agreed that the company would use its own funds to repurchase shares through centralized bidding transactions for employee stock ownership plans or equity incentives. For details, please refer to the "Announcement of Beijing Wantai Biopharmaceutical Co., Ltd. on the Plan to Repurchase the Company's Shares through Centralized Bidding Transactions" (Announcement Number: 2022-070) and the "Repurchase Report of Beijing Wantai Biopharmaceutical Co., Ltd. on the Repurchase of the Company's Shares through Centralized Bidding Transactions" (Announcement No.: 2022-072) disclosed by the company in the designated information disclosure media on August 6, 2022 and August 13, 2022.
On December 21, 2022, the company completed the repurchase and has repurchased a total of 1,585,320 shares through centralized bidding transactions, accounting for 0.1750% of the company's total share capital when the repurchase was completed, which was deposited in the repurchase-specific securities account opened by the company. For details, please refer to the "Beijing Wantai Biopharmaceutical Co., Ltd.'s Announcement on the Implementation Results of Share Repurchase and Share Changes" disclosed by the company in the designated information disclosure media on December 23, 2022 (announcement number: 2022-103).
2. Use of repurchased shares
On March 9, 2023, the company held the 18th meeting of the fifth board of directors and the 18th meeting of the fifth board of supervisors, and held the second extraordinary shareholders' meeting of 2023 on March 27, 2023, which reviewed and approved the "Proposal on the <Beijing Wantai Biopharmaceutical Co., Ltd. 2023 Employee Stock Ownership Plan (Draft)> and its Summary" and other related proposals. For details, please refer to the relevant announcements disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated information disclosure media on March 10, 2023, and March 28, 2023.
On May 10, 2023, 855,350 shares of the company held in the company's "Beijing Wantai Biopharmaceutical Co., Ltd. Repurchase Special Securities Account" were transferred to "Beijing Wantai Biopharmaceutical Co., Ltd. - 2023 Employee Stock Ownership Plan" in a non-trading transfer manner. On March 28, 2024, the company held the second meeting of the fifth session of the board of directors of Beijing Wantai Biopharmaceutical Co., Ltd. 2025 First Extraordinary Shareholders Meeting Meeting Materials
At the 16th meeting and the 26th meeting of the fifth board of supervisors, the "Proposal on Terminating the Implementation of the Employee Stock Ownership Plan in 2023" was reviewed and approved. For details, please refer to the "Announcement of Beijing Wantai Biopharmaceutical Co., Ltd. on the completion of non-transaction transfer of the 2023 Employee Stock Ownership Plan" (Announcement No.: 2023-041) and the "Announcement of Beijing Wantai Biopharmaceutical Co., Ltd. on the termination of the implementation of the 2023 Employee Stock Ownership Plan" (Announcement No.: 2024-024) disclosed by the company in the designated information disclosure media on May 12, 2023 and March 29, 2024.
As of October 16, 2025, the company has used 855,350 shares to repurchase shares in the special securities account for the company's 2023 employee stock ownership plan, leaving 729,970 shares unused.
3. The reasons and content of this change in the purpose of partial repurchase of shares and cancellation
According to the "Share Repurchase Rules of Listed Companies", "Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 7 - Repurchase of Shares" and other relevant regulations, in order to strictly implement the relevant commitments on the use period of the repurchased shares in the company's share repurchase plan, the shares that have not been used for employee stock ownership plans or equity incentive purposes will be canceled in a timely manner and the registered capital will be reduced accordingly. At the same time, based on the company's future holdings Confidence in the continued stable development and recognition of the company's long-term value, in order to effectively protect the interests of investors, improve the company's long-term investment value, and enhance investors' confidence in the company, the company plans to change the purpose of the 729,970 shares that have been repurchased but not yet used in the special securities account from "for employee stock ownership plans or equity incentives" to "for cancellation and reduction of registered capital."
In order to fully mobilize the enthusiasm of the company's management team and core technical and business personnel, and enhance the company's core competitiveness, the company will actively explore other feasible incentive programs. The company will subsequently combine the market environment and actual conditions and choose an opportunity to launch equity incentives or employee stock ownership plans when conditions are mature to promote the core employees' continuous efforts to create value for the company's shareholders and support the company's healthy and sustainable development.
4. Changes in the company’s capital structure before and after the cancellation of the shares repurchased
After this change in the use of part of the repurchased shares, 729,970 shares in the company's special securities account for repurchase will be cancelled. After the cancellation is completed, the company's total share capital will be reduced from 1,265,122,774 shares to 1,264,392,804 shares. Changes in the company’s share capital structure are as follows:
Unit: Share
Nature of shares Before the change Number of changes After the change Circulating shares with selling restrictions 0 0 0 Circulating shares without selling conditions 1,265,122,774 -729,970 1,264,392,804 Among them: special securities account for repurchase 729,970 -729,970 0
Total 1,265,122,774 -729,970 1,264,392,804Beijing Wantai Biopharmaceutical Co., Ltd. 2025 First Extraordinary Shareholders Meeting Information
Note: The specific changes in the share capital structure shall be subject to the share capital structure table issued by the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the completion of this cancellation.
5. The impact on the company of this change in the use of part of the repurchased shares and its cancellation
This change in the use of part of the repurchased shares and cancellation is in compliance with relevant regulations such as the "Share Repurchase Rules of Listed Companies" and "Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 7 - Repurchase of Shares" and is done in conjunction with the company's actual situation. It will not have a significant impact on the company's finances, operations and debt performance capabilities, will not cause a change in the company's control, will not change the company's listing status, and will not harm the interests of shareholders, especially small and medium-sized shareholders.
At the same time, the company's board of directors requested the shareholders' meeting to authorize the board of directors and its authorized persons to apply to the Shanghai Stock Exchange and the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. to handle relevant procedures such as the cancellation of the repurchased shares and the reduction of registered capital in accordance with relevant regulations. The authorization is valid from the date of review and approval by the shareholders' meeting to the date when the relevant matters are completed.
For details, please refer to the "Announcement of Beijing Wantai Biopharmaceutical Co., Ltd. on Changing the Use and Cancellation of Part of the Repurchased Shares" disclosed by the company in the designated information disclosure media on October 16, 2025.
This proposal has been reviewed and approved at the 10th meeting of the 6th board of directors and the 10th meeting of the 6th board of supervisors of the company, and is now submitted to the shareholders' meeting for review.
Beijing Wantai Biopharmaceutical Co., Ltd.
October 31, 2025