Notice of Ningbo Menohua Pharmaceutical Co., Ltd. on convening the 2025 Annual Shareholders Meeting
Securities code: 603538 Securities abbreviation: Minova Announcement number: 2026-050 Convertible bond code: 113618 Convertible bond abbreviation: Minova convertible bonds
Ningbo Menohua Pharmaceutical Co., Ltd.
Notice on Convening the 2025 Annual Shareholders Meeting
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:
Date of shareholders’ meeting: May 18, 2026
The online voting system adopted for this shareholders’ meeting: Shanghai Stock Exchange Shareholders’ Meeting Online Voting System
1. Basic information on convening the meeting
(1) Type and session of shareholders’ meeting
2025 Annual Shareholders Meeting
(2) Convenor of shareholders’ meeting: Board of Directors
(3) Voting method: The voting method used in this shareholders’ meeting is a combination of on-site voting and online voting.
(4) Date, time and place of on-site meeting
Date and time of convening: May 18, 2026 14:00
Venue: Building 1, No. 777, Jinghua Road, Meixu Street, High-tech Zone, Ningbo City, Zhejiang Province
(5) Online voting system, start and end dates, and voting time.
Online voting system: Shanghai Stock Exchange Shareholders Meeting online voting system
Online voting starts and ends on May 18, 2026
Until May 18, 2026
Adopting the Shanghai Stock Exchange online voting system, the voting time of the voting platform through the trading system is
The trading time period on the day of the shareholders' meeting 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 of the shareholders' meeting.
(6) The voting procedures for margin financing and securities lending, refinancing, agreed repurchase business accounts and Shanghai-Hong Kong Stock Connect investors involving margin trading, refinancing business, agreed repurchase business-related accounts and the voting of Shanghai-Hong Kong Stock Connect investors shall be implemented in accordance with the "Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 - Standardized Operations" and other relevant regulations.
(7) Involving the public solicitation of shareholder voting rights
None
2. Matters to be considered at the meeting
The resolutions to be reviewed and the types of voting shareholders at this shareholders’ meeting
Voting shareholder type serial number Proposal name
A-share shareholders
Non-cumulative voting motion
1 "2025 Board of Directors Work Report" √ 2 "2025 Annual Report and Summary" √ 3 "2025 Profit Distribution and Capital Reserve Conversion Plan" √ 4 "Proposal on Appointment of Audit Institution for 2026" √ 5 "Proposal on Authorizing the Chairman to Handle Financing Matters" √ 6 "Proposal on Providing Guarantees for Financing of Subsidiaries" √ 7 "Proposal on Carrying out Foreign Exchange Hedging Business" √ 8 "Proposal on using idle raised funds for cash management" √ 9 "Proposal on using idle self-owned funds for cash management" √ 10 "Proposal on amending the Articles of Association" √
"About requesting the shareholders' meeting to authorize the board of directors to handle matters related to small-amount rapid financing
11√
Bill
12 "Proposal on Amending the Remuneration Management System for Directors and Senior Management" √
"About Confirmation of the 2025 Remuneration and 2026 Remuneration Plan of the Company's Directors"
13 √Proposal》
- The time and disclosure media of each proposal
The above proposal was submitted by the 26th meeting of the fifth board of directors held on April 24, 2026. The relevant board resolution announcement and related announcements were disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on April 25, 2026.
Special resolutions: 6, 10
Proposals for separate counting of votes for small and medium investors: 3, 4, 6, 7, 8, 9, 10, 11, 12, 13
Proposals involving related shareholders’ avoidance of voting: None
Name of related shareholders who should avoid voting: None
- Proposals involving preference shareholders’ participation in voting: Not involved
3. Things to note when voting at the shareholders’ meeting
(1) The shareholders of the Company who exercise their voting rights through the Shanghai Stock Exchange Shareholders Meeting online voting system can either log in to the trading system voting platform (through the trading terminal of the securities company designated for trading) to vote, or log in to the Internet voting platform (website: vote.sseinfo.com) to vote. When logging into the Internet voting platform to vote for the first time, investors need to complete shareholder identity authentication. For specific operations, please see the instructions on the Internet voting platform website.
(2) If the same voting right is voted repeatedly through on-site, Shanghai Stock Exchange online voting platform or other methods, the result of the first vote shall prevail.
(3) For a shareholder holding multiple shareholder accounts, the number of exercisable voting rights is the total number of common shares of the same category and preference shares of the same variety held by all shareholder accounts under his or her name.
Shareholders holding multiple shareholder accounts who participate in the online voting of the shareholders' meeting through the Shanghai Stock Exchange's online voting system can participate through any of their shareholder accounts. After the voting, it shall be deemed that all ordinary shares of the same category and preferred shares of the same variety under all shareholder accounts have voted with the same opinion.
If a shareholder holding multiple shareholder accounts votes repeatedly through multiple shareholder accounts, the voting opinions of the same class of ordinary shares and the same type of preferred stocks under all shareholder accounts shall be based on the first voting results of each class and type of stocks respectively.
(4) Shareholders must vote on all proposals before they can be submitted.
4. Participants at the meeting
(1) Shareholders of the company who are registered in the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. at the market close on the afternoon of the equity registration day have the right to attend the shareholders’ meeting (see the table below for details), and may entrust a proxy in writing to attend the meeting and participate in voting. The agent does not have to be a shareholder of the company.
Share class Stock code Stock abbreviation Equity registration date
A shares 603538 Minova 2026/5/11
(2) Directors and senior managers of the company.
(3) Lawyers hired by the company.
(4) Other personnel
5. Meeting registration method
(1) Registration method: Natural person shareholders must present their ID cards and shareholder account cards. Agents must present a power of attorney (see attachment), the principal and agent’s ID cards, and the principal’s shareholder account card to complete registration procedures. Legal person shareholders must carry out the registration procedures with a copy of the legal person's business license (with official seal), stock account card, power of attorney and ID card of the person attending. Shareholders from other places can register by letter or fax, and provide copies of the valid certificates specified above. The registration time is the same as below. The letter shall be subject to the postmark received in Ningbo City, where the company is located.
(2) On-site registration time: May 14, 2026, 9:30-11:30 am, 13:30-15:30 pm.
(3) Registration location: Building 1, No. 777, Jinghua Road, Meixu Street, High-tech Zone, Ningbo City, Zhejiang Province, Tel: 0574-87916065.
6. Other matters
Shareholders attending the meeting are responsible for their own food, accommodation and transportation expenses. The meeting lasts for half a day.
Announcement is hereby made.
Board of Directors of Ningbo Menohua Pharmaceutical Co., Ltd.
April 25, 2026
Attachment 1: Power of attorney
Filing documents
(1) Resolution of the 26th meeting of the fifth session of the board of directors of the company
Attachment 1: Power of attorney
Power of attorney
Ningbo Menohua Pharmaceutical Co., Ltd.:
I hereby authorize Mr. (Ms.) to represent the company (or myself) at the 2025 Annual Shareholders Meeting of your company to be held on May 18, 2026, and to exercise voting rights on my behalf. Number of common shares held by the client:
Client shareholder account number:
Serial number Name of non-cumulative voting motion Agree Oppose Abstain 1 "2025 Board of Directors Work Report"
2 "2025 Annual Report and Summary"
"2025 Profit Distribution and Capital Reserve Conversion into Share Capital Plan"
4 "Proposal on the Appointment of the Audit Institution for 2026" 5 "Proposal on Authorizing the Chairman to Handle Financing Matters" 6 "Proposal on Providing Guarantees for Financing of Subsidiaries" 7 "Proposal on Carrying out Foreign Exchange Hedging Business" "Proposal on Using Idle Raised Funds for Cash Management"
"Proposal on Using Idle Own Funds for Cash Management"
10 "Proposal on Amending the Articles of Association"
"Proposal on Requesting the Shareholders' Meeting to Authorize the Board of Directors to Handle Matters Related to Small-amount Rapid Financing"
"Proposal on Amending the Remuneration Management System for Directors and Senior Management"
"Proposal on Confirmation of the Company's Directors' 2025 Remuneration and 2026 Remuneration Plan"
Signature (stamped) of the principal: Signature of the trustee:
Trustee’s ID number: Trustee’s ID number:
Date of entrustment: Year Month Day Remarks:
The client should choose one of the "agree", "objection" or "abstain" intentions in the power of attorney and tick "√". If the client does not give specific instructions in this power of attorney, the trustee has the right to vote according to his own wishes.