Zhejiang Chengyi Pharmaceutical Co., Ltd. 2025 Annual Shareholders Meeting Materials
Stock abbreviation: Chengyi Pharmaceutical Stock code: 603811
May 19, 2026
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Zhejiang Chengyi Pharmaceutical Co., Ltd. 2025 Annual Shareholders Meeting
Conference Material Directory
● Meeting instructions
● Meeting agenda
● Meeting proposals
Serial number Bill name
2025 Board of Directors Work Report 2025 Annual Report and Summary 2025 Profit Distribution Plan Proposal on Application for Comprehensive Credit Business and External Guarantee Proposal on Review of the Company’s Directors and Supervisors’ 2025 Remuneration and Directors’ 2026 Remuneration Plan
Proposal on the Company's Re-appointment of the Accounting Firm 7 Proposals on the Establishment of the "Remuneration Management System for Directors and Senior Management of Zhejiang Chengyi Pharmaceutical Co., Ltd."
Proposal on Amending the Articles of Association
2/20
Zhejiang Chengyi Pharmaceutical Co., Ltd.
2025 Annual Shareholders Meeting
Meeting instructions
In order to safeguard the legitimate rights and interests of all shareholders of Zhejiang Chengyi Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company"), ensure the normal order and efficiency of the shareholders' meeting, and ensure the smooth progress of the meeting, these meeting instructions are specially formulated. All persons attending the shareholders' meeting are requested to comply with them:
Qualifications for participation: shareholders who hold the company's stocks and are registered with the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the market closes in the afternoon of May 13, 2026, the equity registration date.
In order to ensure the solemnity and normal order of this meeting and effectively protect the legitimate rights and interests of shareholders, shareholders or shareholder representatives attending the on-site meeting must bring relevant certificates, arrive at the venue in advance to register for participation and sign in. Those who fail to provide valid certificates for sign-in will not be able to participate in on-site voting and speeches. Except for shareholders' authorized agents, company directors, senior managers, witness lawyers hired by the company, meeting staff, and other guests invited by the board of directors, the company has the right to refuse other persons from entering the venue in accordance with the law.
When the meeting is held at 9:00 on May 19, 2026, registration will be terminated, and unregistered shareholders or shareholders’ proxies will not have the right to vote on site. The number of late-coming shareholders and the amount of their equity will not be counted in the number of on-site votes.
Participants are requested to maintain order at the venue and refrain from making loud noises during the meeting. Except for conference projection and photography needs, other participants are not allowed to bring mobile phones, computers and other electronic devices into the venue without permission. Shareholders and shareholders’ agents are not allowed to record, take photos or videotape this shareholders’ meeting.
When shareholders or shareholders' agents attending the on-site meeting apply to speak and ask questions, they can raise their hands in the "Shareholder Questions and Speeches" section of the agenda. They can speak after receiving the consent of the host. When speaking, they should first state the name of the shareholder and the number of votes they have the right to vote. Each shareholder is required to speak and ask questions within 5 minutes. The content of the question should be directly related to the proposal being considered. The company's directors and senior executives are responsible for answering. The company has the right not to answer questions involving the company's trade secrets or undisclosed matters.
Shareholders can only choose one of the voting methods of "on-site voting" or "online voting". If the same share is voted repeatedly through on-site and online voting systems, the on-site voting shall prevail; or if the same share is voted repeatedly through the online voting system, the first vote shall prevail.
Shareholders who participate in online voting 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 (http://vote.sseinfo.com) to vote. For specific operations, please refer to the operating instructions of the relevant voting platform.
For other unspecified matters, please refer to the "Notice of Zhejiang Chengyi Pharmaceutical Co., Ltd. on Convening the 2025 Annual Shareholders Meeting" published by the company on the official website of the Shanghai Stock Exchange.
9. After the shareholders’ meeting, if shareholders have any questions or suggestions, please contact the company’s board of directors office.
3/20
Zhejiang Chengyi Pharmaceutical Co., Ltd.
2025 Annual Shareholders Meeting
meeting agenda
1. On-site meeting time, location and online voting time
(1) On-site meeting
Convening time: 9:00 on May 19, 2026
Address: Conference Room, R&D Building, Dongtou Manufacturing Department of the Company (No. 118, Huagong Road, Dongtou District, Wenzhou City)
(2) Online voting
Online voting system: Shanghai Stock Exchange Shareholders Meeting online voting system
The start and end time of online voting: from May 19, 2026 to May 19, 2026. 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.
2. On-site meeting agenda
(1) The host announces the start of the meeting.
(2) The host introduces the people present.
(3) Select scrutineers and counters.
(4) Read out the meeting instructions.
(5) Read out various proposals.
(6) Listen to the "2025 Independent Director Work Report" made by the company's independent directors. For details, please refer to the "2025 Independent Director Work Report of Zhejiang Chengyi Pharmaceutical Co., Ltd." disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on April 24, 2026.
Listen to the explanation of the executive remuneration plan. For details, please refer to the "Announcement on the 2025 Remuneration of Directors and Senior Management and the 2026 Remuneration Plan" disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on April 24, 2026.
(7) Shareholders speak and ask questions.
(8) The meeting host, company directors or company senior managers answer questions.
(9) Shareholders vote and sign votes.
(10) The meeting is adjourned and the voting results are tallied.
(11) Read out the voting results and meeting resolutions.
4/20
(12) The lawyer reads the legal opinion.
(13) The directors attending the meeting sign the resolutions and minutes of the meeting.
(14) The moderator announces the end of the meeting.
5/20
Zhejiang Chengyi Pharmaceutical Co., Ltd. 2025 Annual Shareholders Meeting
Meeting motions
Proposal 1:
2025 Annual Board of Directors Work Report
Dear shareholders and shareholder representatives:
In 2025, the pharmaceutical industry is at a critical stage of deepening reform, intensifying competition, and technological iteration. Opportunities and challenges for industry development coexist. As a main board-listed company focusing on the field of marine biomedicine, Chengyi Pharmaceutical has always adhered to the core concept of "building a century of sincerity and serving global health", aiming to build a leading domestic pharmaceutical company and making every effort to ensure the supply of high-quality pharmaceutical products. The company's board of directors strictly abides by laws, regulations and internal systems such as the Company Law, Securities Law, Shanghai Stock Exchange Stock Listing Rules, Articles of Association and Rules of Procedure of the Board of Directors. It is diligent, responsible, honest and trustworthy, fully implements the resolutions of the shareholders' meeting, efficiently participates in decision-making on major matters, gives full play to the core role of corporate governance, and ensures the company's stable operation and high-quality development. The work report of the Board of Directors in 2025 is now as follows:
1. Overview of the company’s operating performance in 2025
In 2025, the company's overall operations will be stable and make progress, revenue scale will continue to grow, profit quality will steadily improve, cash flow performance will be excellent, asset structure will continue to be optimized, and core operating indicators will show a good development trend.
Operating income: Achieved revenue of 812.3491 million yuan, a year-on-year increase of 13.72%, and the business scale continued to expand;
Net profit indicators: net profit attributable to the parent company is 195.1167 million yuan, a year-on-year decrease of 2.78%; net profit attributable to the parent company after deducting non-profit expenses is 173.8801 million yuan, a year-on-year increase of 37.06%; excluding the impact of share-based payment expenses, non-net profit is 195.8237 million yuan, a year-on-year increase of 54.36%. The profitability of the main business has been significantly enhanced;
Cash flow status: Net operating cash inflow was 280.3897 million yuan, a year-on-year increase of 36.30%, and profitability realization ability continued to improve;
Asset structure: The asset-liability ratio is 17.89%, a year-on-year decrease of 8.92 percentage points. The financial structure is more robust and the ability to resist risks is further enhanced.
During the reporting period, the company adhered to the four-wheel drive strategy of marine biomedicine + specialty preparations + APIs + comprehensive health, and actively responded to industry changes. The core product glucosamine hydrochloride capsules (Virgo) maintained a leading market share, the API business grew steadily, the comprehensive health sector expanded steadily, and the product structure continued to be optimized.
6/20
The company is the main raw material manufacturer of glucosamine hydrochloride in China. It has dual approval documents for raw materials and preparations. The core products are self-sufficient in raw materials, do not contain excipients and additives, and are suitable for the elderly and diabetic patients. The company has outstanding industrial chain advantages; its main products have won bids in most provinces, and it has successfully completed 1-8 batches of national centralized procurement in early 2026, with a solid performance foundation. At the same time, the company strictly implements its main responsibilities for safety production and environmental protection. No major safety and environmental protection accidents occurred throughout the year, and all production and operation qualifications are legal and valid. It actively fulfills its social responsibilities, pays taxes in accordance with the law, protects the rights and interests of employees, practices green development, safeguards the interests of investors, employees, customers and other parties, and promotes the coordinated development of the enterprise and society.
2. Duty performance of the Board of Directors and special committees in 2025
(1) Continuous improvement of corporate governance system
The reelection of the Board of Directors was successfully completed, and the decision-making support capabilities were further strengthened. During the reporting period, the board of directors focused on compliance operations, continued to improve the internal control system, and comprehensively improved the level of corporate governance. The general election of the board of directors was successfully completed. The professional background and source structure of the new board members are more diverse, providing solid talent support for scientific decision-making.
The corporate governance structure and internal control system continue to be optimized, and the level of compliance operations is steadily improved. In combination with the new Company Law and the latest regulatory requirements, the company has simultaneously revised the Articles of Association and various internal governance systems to optimize the governance structure: the Board of Supervisors has been abolished and its powers are exercised by the Audit Committee of the Board of Directors to further streamline the governance process and improve supervision efficiency. At the same time, we will give full play to the professional value of the special committees of the board of directors and independent directors in areas such as strategic planning, risk prevention and control, and audit supervision to promote the company's standardized operations to a new level.
Market management and long-term incentives have achieved remarkable results, and investment and customs work has been recognized by the industry. In September 2025, the company successfully completed the share repurchase plan, repurchasing a total of approximately 9.62 million shares at a cost of more than 76 million yuan; it simultaneously implemented an employee stock ownership plan, covering more than 200 core employees, and established a long-term incentive mechanism of "sharing benefits and sharing risks". In addition, during the reporting period, the company was awarded the title of "Excellent Practice Listed Company in the 2024 Annual Report Performance Briefing Meeting" by the China Listed Companies Association, and its investor relations management work was recognized by the industry.
(2) Efficient implementation of meeting decisions and resolutions
Board meetings: In 2025, the company held a total of 5 board meetings and reviewed a total of 67 proposals, covering core matters such as annual operations, financial accounts, profit distribution, governance system revision, personnel appointment, employee stock ownership plan, and regular reports. The decision-making process is standardized and the topics are comprehensively covered to ensure scientific decision-making on major matters.
Implementation of various resolutions of shareholders' meetings: During the reporting period, the company held a total of 3 shareholders' meetings and reviewed and approved 34 proposals. The board of directors strictly complies with the requirements of laws, regulations and the Articles of Association, implements 100% of the resolutions of the shareholders' meeting, efficiently promotes the implementation of resolutions, and effectively performs the management responsibilities assigned by the shareholders' meeting.
7/20
- Duty performance of special committees and special meetings of independent directors: The board of directors has four special committees: audit, compensation and assessment, nomination, and strategy. A total of 17 meetings were held throughout the year together with special meetings of independent directors. Members of each special committee and special meetings of independent directors strictly follow the work rules to perform their duties independently, conduct professional research and judgment, focus on in-depth research on key matters of the company's operations, provide professional support for the board of directors' decision-making, and give full play to the supervisory and advisory role of special committees and special meetings of independent directors.
(3) Information disclosure work is standardized and orderly
The board of directors strictly fulfills its information disclosure obligations, prepares and discloses regular documents such as annual reports, semi-annual reports, and quarterly reports on time, and issues 68 announcements and supporting documents throughout the year to ensure that information disclosure is true, accurate, complete, timely, and fair, and effectively protects the legitimate rights and interests of investors.
At the same time, the company strengthened the full-process management of inside information, strictly implemented the registration system for insiders of inside information, and strictly adhered to the bottom line of confidentiality. During the reporting period, no leakage of inside information or illegal transactions occurred.
(4) Continued deepening of investor relations management
The board of directors attaches great importance to the construction of investor relations, strictly follows the "Guidelines for the Management of Investor Relations of Listed Companies", and strengthens in-depth communication with individual and institutional investors through multiple channels such as investor hotlines, interactive platforms, on-site surveys, and online performance briefings. Standardize the institutional research and reception work, strictly manage the confidentiality of undisclosed information, and continue to shape the company's good capital market image.
The company attaches great importance to shareholder returns. Since its listing, the cumulative cash dividend has exceeded 400 million yuan, far exceeding the amount of initial financing. The profit distribution plan for 2025 is to distribute a cash dividend of 3 yuan (including tax) for every 10 shares and convert the capital reserve into 4 shares for every 10 shares. The total cash dividend accounted for 50.32% of the net profit attributable to the parent, and continues to build a long-term, stable and sustainable shareholder value return system.
3. Main risks faced by the company and countermeasures
Industry policy risks: Policies such as centralized pharmaceutical procurement, medical insurance fee control, and price adjustments may have an impact on product profitability and sales. Countermeasures: Optimize product structure, expand non-centralized procurement markets and overseas markets, and strengthen cost control and lean production.
Market competition risk: Intensified competition among homogeneous products may put pressure on market share and prices. Countermeasures: Strengthen academic promotion, brand building and refined channel management, and consolidate core product advantages.
Risks of R&D and innovation: The R&D cycle of new drugs is long, the investment is large, and the results are uncertain. Countermeasures: Scientifically lay out R&D pipelines, strictly control project nodes, deepen industry-university-research cooperation, and disperse R&D risks.
8/20
Compliance operation risks: Drug supervision, environmental protection, and safety production standards continue to improve. Countermeasures: Continue to improve the internal control system, increase investment in compliance, strengthen training for all employees, and ensure legal compliance throughout the entire process
4. Key Work Plan of the Board of Directors in 2026
2026 is the first year of the “15th Five-Year Plan” and a milestone node of the company’s 60th anniversary. The board of directors will adhere to the general tone of "stability as the top priority, progress while improving quality", work together and work hard to celebrate the company's 60th anniversary with high-quality development, and focus on promoting the following tasks:
(1) Production and quality: green intelligence, quality and efficiency improvement
Continue to promote the construction of provincial green factories, strengthen energy conservation and consumption reduction and environmental protection management, and ensure environmental compliance; deepen cost reduction and efficiency improvement, lean production, improve the quality control system, implement regular GMP supervision, and ensure stable and reliable product quality; accelerate technological transformation and intelligent upgrading of production equipment, and improve automation levels and operational efficiency.
(2) Marketing: Focus on domestic cultivation and expand globally
Strengthen the construction of the sales team and channel system to improve market coverage and terminal service capabilities; based on centralized procurement responses, optimize product promotion strategies, strengthen academic promotion and brand building, and consolidate the market advantages of core products; deepen the layout of the API business and promote the coordinated development of the health sector; actively explore the international market and enhance the international influence of the company's brand.
(3) R&D innovation: increase investment and make key breakthroughs
Continue to increase investment in R&D, focus on R&D applications for key innovative drugs, specialty preparations and comprehensive health products, and accelerate the advancement of core research projects; deepen industry-university-research cooperation, improve the R&D system, and enhance technological innovation and achievement transformation capabilities; keep up with industry policies and market demand, dynamically optimize R&D directions, and enhance core competitiveness.
(4) Branch company management: standardize operations, improve quality and efficiency
Improve the internal control and risk management mechanism of branch companies and strictly standardize operational management; accelerate the construction of key projects and optimize production capacity, promote loss-making subsidiaries to improve operations and strive to turn losses into profits; steadily promote the clearance and disposal of inefficient assets to ensure the company's overall stable operations and asset security.
(5) Securities affairs: standardized operations, capital empowerment
Strictly comply with regulatory requirements to improve the company's standardized operations, strengthen internal control and compliance management, and continue to improve the quality of information disclosure; deepen investor relations management, smooth communication channels, and maintain a good capital market image; do a good job in market value management and implementation of employee stock ownership plans, and select opportunities to carry out capital operations to support the company's long-term development.
(6) Compliance and integrity: build a solid line of defense and maintain a clean and upright conduct
Comprehensively strengthen compliance training and compliance system construction to enhance the compliance awareness of all employees; improve clean government construction and internal auditing
9/20
Supervision mechanism, strengthen the management and control of key links such as finance, procurement, and sales; promote the construction of a culture of integrity, strictly supervise and enforce discipline, and create a standardized, orderly, clean and efficient operating environment.
In 2026, the board of directors will continue to play the core role of corporate governance, inherit the corporate culture of "diligence, rigor, innovation, and dedication", efficiently promote daily management and major decision-making, continue to improve governance levels and the quality of information disclosure, and consciously accept supervision from all parties. At the same time, we will strengthen guidance and support for the management, create a good environment for the company's development, and make every effort to promote Chengyi Pharmaceutical to a new level of development.
Shareholders and shareholder representatives are invited to review this document.
Board of Directors of Zhejiang Chengyi Pharmaceutical Co., Ltd. May 19, 2026
10/20
Proposal 2:
2025 Annual Report and Summary
Dear shareholders and shareholder representatives:
For details, please refer to the "Summary of the 2025 Annual Report of Zhejiang Chengyi Pharmaceutical Co., Ltd." and the "2025 Annual Report of Zhejiang Chengyi Pharmaceutical Co., Ltd." disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on April 24, 2026.
Shareholders and shareholder representatives are invited to review this document.
Board of Directors of Zhejiang Chengyi Pharmaceutical Co., Ltd. May 19, 2026
11/20
Proposal three:
2025 profit distribution plan
Dear shareholders and shareholder representatives:
According to the standard unqualified audit report issued by Zhonghui Accounting Firm (Special General Partnership) - Zhonghui Huishen [2026] No. 2072, the parent company's undistributed profit at the end of the reporting period as of December 31, 2025 was 798,941,693.2 yuan.
1. Specific contents of the profit distribution plan for 2025
Based on the company’s development, the company’s profit distribution plan for 2025 is formulated as follows:
Profit will be distributed based on the total share capital registered on the equity registration date for equity distribution, and a cash dividend of 3 yuan (tax included) will be distributed to all shareholders for every 10 shares. At the same time, the capital reserve fund will be used to increase 4 shares of share capital for every 10 shares of all shareholders.
As of April 22, 2026, the company's total share capital was 327,304,320 shares, and based on this calculation, a cash dividend of 98,191,296.0 was distributed yuan (including tax). If the company's total share capital changes before the equity distribution registration date, the company plans to keep the per share distribution ratio unchanged and adjust the total distribution amount accordingly; the final actual total distribution will be calculated based on the total number of shares entitled to participate in this equity distribution on the equity registration date of the equity distribution, and the remaining undistributed profits will be carried forward for distribution in subsequent years.
2. Whether other risk warning situations may be involved
Item 2025 2024 Total cash dividends in 2023 (yuan) 98,191,296.0 79,421,381.0 65,460,864.0 Total repurchase and cancellation (yuan) 0 0 0Net profit attributable to shareholders of listed companies 195,116,716.86 200,700,773.72 162,896,651.50 (yuan)
Undistributed profits of the parent company at the end of the year 798,941,693.2
(yuan)
Accumulated cash dividends in the last three fiscal years 243,073,541.0
Total amount (yuan)
Accumulated cash dividends in the last three fiscal years No
Whether the total amount is less than 50 million yuan
Cumulative repurchase and write-off in the last three fiscal years was 0
Total amount (yuan)
12/20
Average net profit for the past three fiscal years is 186,238,047.36 (yuan)
Cumulative cash dividends in the last three fiscal years 243,073,541.0 and total repurchase and write-off (yuan)
Cash dividend ratio 130.52% Is the cash dividend ratio less than 30%? No
Whether it touches Article 1 of the Stock Listing Rules?
As stipulated in Item (8) of Paragraph 1 of Article 9.8.1 No
Situations in which other risk warnings may be implemented
As shown in the table above, the company's cumulative cash dividends in the past three fiscal years are higher than 30% of the average annual net profit in the past three fiscal years, and it does not trigger the situation that may be subject to other risk warnings as stipulated in Article 9.8.1, Item (8), Paragraph 1, of the Shanghai Stock Exchange Stock Listing Rules.
Shareholders and shareholder representatives are invited to review this document.
Board of Directors of Zhejiang Chengyi Pharmaceutical Co., Ltd. May 19, 2026
13/20
Proposal 4:
Proposal on Application for Comprehensive Credit Business and External Guarantee
Dear shareholders and shareholder representatives:
In order to meet the company's operating capital needs, ensure the smooth realization of the company's annual operating targets in 2026, and ensure the orderly advancement of various production and operation activities, the company and its holding subsidiaries plan to apply for a comprehensive credit line of no more than RMB 2 billion in 2026 from a number of banks and financial institutions, including but not limited to Agricultural Bank of China, Shanghai Pudong Development Bank, Bank of China, Industrial and Commercial Bank of China, China Merchants Bank, Bank of Ningbo, Minsheng Bank and Industrial Bank.
Credit types include but are not limited to working capital loans, medium and long-term loans for construction projects, M&A project loans, bank acceptance bills, trade financing, letters of guarantee, issuance of letters of credit and bill pledge loans and other credit businesses. The credit limit and credit period are ultimately subject to the bank's actual credit approval. The above credit limit is not equal to the company's financing limit. The actual financing amount should be within the credit limit, based on the actual financing amount between banks and other financial institutions and the company. Within the above credit limit, the company and its subsidiaries provide supporting mortgages, pledges and other guarantees with their own assets.
At the same time, in order to ensure the smooth implementation of the subsidiary's credit business, the company expects to provide a guarantee limit of no more than 80 million yuan to its holding subsidiary Fujian Huakang Pharmaceutical Co., Ltd. in 2026. The guarantee methods include but are not limited to guarantees, mortgages and pledges. The above-mentioned amount is the company's estimated external guarantee amount in 2026. The actual guarantee amount is subject to the amount incurred in signing the guarantee agreement.
For the aforementioned credit business and supporting guarantees and mortgage matters, on the premise that the above-mentioned credit financing limit and external guarantee limit are not exceeded, the shareholders' meeting is requested to authorize the chairman or his authorized representative to handle the above-mentioned borrowing and guarantee business with full authority. The validity period of the resolution on the above matters and the authorization period are from the date of review and approval by the 2025 annual shareholders' meeting to the date of the 2026 annual shareholders' meeting.
For details, please refer to the "Announcement of Zhejiang Chengyi Pharmaceutical Co., Ltd. on applying for comprehensive credit business and providing guarantees for subsidiaries" (announcement number: 2026-006) disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on April 24, 2026.
Shareholders and shareholder representatives are invited to review this document.
Board of Directors of Zhejiang Chengyi Pharmaceutical Co., Ltd. May 19, 2026
14/20
Proposal 5:
Regarding the review of the 2025 remuneration of the company’s directors and supervisors
and directors’ 2026 remuneration package proposal
Dear shareholders and shareholder representatives:
The remuneration of the company’s directors and supervisors in 2025 and the remuneration plan of directors in 2026 are as follows:
1. Remuneration of directors and supervisors in 2025
Names obtained from the company during the reporting period Position during the reporting period
Total pre-tax remuneration (10,000 yuan) Yan Yiyi Chairman 219.44 Zhao Chunjian Director, General Manager 199.78 Zhang Zhihong Director, Deputy General Manager 172.81 Ke Zehui Director, Deputy General Manager, Secretary of the Board of Directors 166.90 Zeng Huanqun Employee Director, outgoing Chairman of the Supervisory Board 47.99 Zhang Gaoqiao Director 32.16 Li Wen Independent Director 6.76 Zhou Chunping Independent Director 6.76 Huang Ming Independent Director 6.76 Kong Jianyi Resigned as Supervisor 20.93 Chen Xiaofang Resigned as Employee Supervisor 12.37 Qiu Kerong Resigned as Director 10.63 Ren Bingjun Resigned as Director and Resigned as Deputy General Manager 107.44 Li Shisheng Resigned as Director and Resigned as Deputy General Manager 20.32 Chen Zhigang Resigned as Independent Director 4.73 Jin Tao Retired independent directors 4.73 Xia Fahu Retired independent directors 4.73 Total 1045.24 Note: 1. The above total remuneration is calculated on an accrual basis, including the remuneration of retiring supervisors.
- The salary of the new directors, supervisors and senior executives shall be calculated from the date of taking office, and the salary of the outgoing directors, supervisors and senior officers shall be calculated from the date of resignation.
15/20
2. Remuneration plan for the company’s directors in 2026
In order to fully mobilize the enthusiasm and creativity of the company's directors and improve the company's operating efficiency, in accordance with the "Company Law of the People's Republic of China", "Listed Company Governance Code" and other laws and regulations, as well as the "Articles of Association" and other provisions, combined with the company's actual situation, and with reference to industry and regional salary levels, the company's directors' 2026 annual remuneration plan is as follows:
(1) Applicable objects
Directors who receive emoluments from the company.
(2) Applicable period
From January 1, 2026 to December 31, 2026, the directors’ remuneration in this plan will take effect after being reviewed and approved by the shareholders’ meeting.
(3) Salary standards
- Non-independent directors adopt an annual salary system: annual salary = basic salary + performance salary + allowances
Basic salary: determined comprehensively by the company based on salary levels, job responsibilities, professional abilities, etc. in the same industry, and paid on a monthly basis.
Performance remuneration: in principle, the proportion should not be less than 50% of the total amount of basic salary and performance remuneration, and performance remuneration is linked to the company's annual and term operating performance and performance appraisal results, and is determined based on the audited annual financial data and the appraisal results of the corresponding year.
Allowances: Non-independent directors receive fixed allowances, which are determined based on the "Proposal on Determining the Remuneration Standards for the Fifth Session of Directors and Senior Management of the Company" reviewed and approved by the company's shareholders' meeting.
- The remuneration of independent directors adopts the allowance system: salary = fixed allowance + year-end consolation payment
The fixed allowance standard for each independent director is 100,000 yuan per year before tax, which is paid monthly. In addition, the year-end consolation payment is uniformly distributed before the Spring Festival.
3. Distribution method
If a director of a company leaves office due to reasons such as change of term, re-election, resignation during the term, etc., the remuneration shall be calculated and paid based on the actual term of office.
The above-mentioned salaries are all pre-tax amounts, and the personal income tax involved will be withheld and paid by the company.
In accordance with the requirements of relevant laws, regulations and the company's articles of association, directors' remuneration must be submitted to the shareholders' meeting for review and approval.
Shareholders and shareholder representatives are invited to review this document.
16/20
Board of Directors of Zhejiang Chengyi Pharmaceutical Co., Ltd.
May 19, 2026
17/20
Proposal six:
Proposal on the Company’s Re-appointment of Accounting Firm
Dear shareholders and shareholder representatives:
Zhonghui Accounting Firm (Special General Partnership) is the company's 2025 audit agency and has the qualifications to engage in securities and futures-related businesses approved by the Ministry of Finance and the China Securities Regulatory Commission. During the period of employment, the firm followed the professional standards of independence, objectivity, impartiality and fairness, performed its obligations diligently and responsibly, expressed opinions objectively and impartially, and successfully completed the audit of the company's 2025 annual financial statements. In order to maintain the continuity of the company's audit work, the company plans to re-appoint Zhonghui Accounting Firm (Special General Partnership) as the company's financial and internal control audit agency in 2026 for a period of one year. For details, please refer to the "Announcement of Zhejiang Chengyi Pharmaceutical Co., Ltd. on the Re-appointment of the Accounting Firm" disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on April 24, 2026 (announcement number: 2026-010).
Shareholders and shareholder representatives are invited to review this document.
Board of Directors of Zhejiang Chengyi Pharmaceutical Co., Ltd. May 19, 2026
18/20
Proposal 7:
Regarding the formulation of the "Remuneration for Directors and Senior Management of Zhejiang Chengyi Pharmaceutical Co., Ltd.
Proposal on "Management System"
Dear shareholders and shareholder representatives:
In order to further improve the remuneration management of directors and senior managers of Zhejiang Chengyi Pharmaceutical Co., Ltd., establish a scientific and effective incentive and restraint mechanism, effectively mobilize the work enthusiasm of the company's directors and senior managers, and improve the company's operating and management efficiency, in accordance with the relevant provisions of the "Company Law of the People's Republic of China", the "Code of Governance of Listed Companies" and other laws and regulations, normative documents and the "Articles of Association of Zhejiang Chengyi Pharmaceutical Co., Ltd.", combined with the actual situation of the company, the "Remuneration Management System for Directors and Senior Managers of Zhejiang Chengyi Pharmaceutical Co., Ltd." is hereby formulated.
Shareholders and shareholder representatives are invited to review this document.
Board of Directors of Zhejiang Chengyi Pharmaceutical Co., Ltd. May 19, 2026
For details, please refer to the "Remuneration Management System for Directors and Senior Management of Zhejiang Chengyi Pharmaceutical Co., Ltd." disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on April 24, 2026.
19/20
Proposal 8:
Proposal on Amending the Articles of Association
Dear shareholders and shareholder representatives:
According to the industrial and commercial filing requirements and the company's "Profit Distribution Plan for 2025", the company's registered capital is planned to be changed to 458,226,048 shares. It is now planned to make the following amendments to the "Articles of Association of Zhejiang Chengyi Pharmaceutical Co., Ltd." after the implementation of the equity distribution is completed:
Contents of the Original Articles of Association Contents of the Revised Articles of Association
Article 6 The registered capital of the company is RMB 32,730.432. Article 6 The registered capital of the company is RMB 458,226,048. Ten thousand yuan.
Article 17 The total number of shares of the company is 327.30432 million shares. Article 17. The total number of shares of the company is 458.226048 million shares, all of which are ordinary shares. shares, all common shares.
Except for the revision of the above terms, other contents of the "Articles of Association of Zhejiang Chengyi Pharmaceutical Co., Ltd." remain unchanged. The revision of the articles of association shall be subject to the approval of the industrial and commercial administration department.
Shareholders and shareholder representatives are invited to review this document.
Board of Directors of Zhejiang Chengyi Pharmaceutical Co., Ltd. May 19, 2026
20/20