Meeting materials of the third extraordinary general meeting of shareholders of Shanghai Mengke Pharmaceutical Co., Ltd. in 2025
Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials Securities Code: 688373 Securities Abbreviation: Mengke Pharmaceutical
2 O November 25
Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials
Shanghai Mengke Pharmaceutical Co., Ltd.
Catalog of meeting materials for the third extraordinary general meeting of shareholders in 2025
Instructions for the Third Extraordinary General Meeting of Shareholders in 2025......................................................................................................2 Agenda of the Third Extraordinary General Meeting of Shareholders in 2025......................................................................................................4 Proposal One...................................................................................................................................................................6 Proposal on Abolition of the Board of Supervisors and Amendment of the Articles of Association...6 Proposal Two.........................................................................................................................................7 Proposal on Amending Part of the Corporate Governance System...7 Proposal Three...................................................................................................7 .................................................................................8 Proposal on hiring the company’s 2025 audit agency.............................................................................................8 Proposal four.................................................................................................................................................................................9 Proposal on changes in investment projects with part of the raised funds.............................................................................9 Proposal five.............................................................................................................................................................................15 Proposal on purchasing director and executive liability insurance.............................................................................................................15 Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials
Shanghai Mengke Pharmaceutical Co., Ltd.
Instructions for the Third 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, and ensure the smooth progress of the meeting, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") and the Rules of Shareholders' Meetings of Listed Companies. As well as the "Articles of Association of Shanghai Mengke Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association"), the "Rules of Procedure for the Shareholders' Meeting of Shanghai Mengke Pharmaceutical Co., Ltd." and other relevant provisions, Shanghai Mengke Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company" or "listed company") has specially formulated the instructions for this shareholders' meeting:
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 solemnity and normal order of this meeting and effectively protect the legitimate rights and interests of shareholders or their agents, shareholders or their agents or other attendees attending the meeting are required to arrive at the venue at least 30 minutes in advance 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 proxies present at the meeting and the total number of shares with voting rights held.
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 request to speak at the on-site shareholders' meeting should register with the company's board of directors office before the appointment registration date for attending the meeting on-site. The moderator of the conference arranges speeches according to the list and order provided by the conference committee.
Shareholders and shareholders' agents who request to speak on the spot should raise their hands in accordance with the agenda of the meeting, and can speak only with permission from the host of the meeting. When multiple shareholders and shareholder agents request questions at the same time, the person who raises his hand first will speak first; if the order cannot be determined, the moderator will designate the speaker. Shareholders who temporarily request to speak will be placed after shareholders who register to speak.
During the meeting, only shareholders and their proxies will be allowed to speak or ask questions. Speeches or questions should focus on the topics of this meeting, be concise and to the point, and should in principle not exceed 5 minutes. When speaking or asking questions, the name of the shareholder and the total number of shares held must be stated. Each shareholder and shareholder's agent may speak or ask questions no more than 2 times.
- When shareholders and shareholders' agents request to speak or ask questions, they shall not interrupt the meeting reporter's report or the speeches of other shareholders and shareholder agents. During the voting at the general meeting of shareholders, shareholders and their proxies will no longer speak. If shareholders and shareholders' agents violate the above regulations, the meeting host has the right to refuse or stop them.
Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials
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.
For non-cumulative voting proposals, shareholders and their proxies attending the general meeting of shareholders shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain, unless they are required to abstain from voting. For motions with cumulative votes, fill in the number of votes in the voting column. If a cumulative voting system is adopted, each share held by a shareholder will have a total number of votes equal to the total number of directors or supervisors to be elected under the proposal group. Shareholders can either concentrate their votes on a certain candidate or vote on different candidates in any combination. Shareholders or shareholders' proxies present on site must sign the shareholder's name or name on the voting ballot. Votes that are not filled in, filled in incorrectly, with illegible handwriting, or uncast votes will be deemed as the voter giving up the right to vote, and the voting results of the shares held by him will be counted as "abstention."
Before voting on the resolution at the on-site shareholders' meeting, two shareholder representatives will be elected to participate in the counting and supervision of votes. If the matter under consideration has an interest in shareholders, relevant shareholders and agents are not allowed to participate in the counting and supervision of votes. When a shareholders' meeting votes on a proposal on-site, the company's lawyers, shareholder representatives, and supervisors' representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the proposal shall be recorded in the meeting minutes, and the shareholder representatives, supervisors, and lawyers hired by the company who participated in the vote counting and supervision shall sign on the voting results of the proposal.
This general meeting of shareholders will vote through a combination of on-site voting and online voting. An announcement on the resolutions 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, lawyers hired by the company 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.
In order to ensure the interests of every participating shareholder and shareholder agent, participants should pay attention to maintaining the order of the venue during the meeting, refrain from walking around at will, set their mobile phones to silent mode, and refrain from personal audio, video and photography during the meeting. Participants should not leave the venue after the meeting without special reasons. Meeting staff have the right to stop any behavior that interferes with the normal proceedings of the meeting, provokes trouble or infringes upon the legitimate rights and interests of other shareholders and shareholders' agents, and reports to relevant departments for handling.
The expenses incurred by shareholders in attending this general meeting of shareholders shall be borne by the shareholders themselves. The Company does not distribute gifts to shareholders attending the shareholders' meeting, nor is it responsible for arranging accommodation or other matters for shareholders attending the shareholders' meeting, and treats all shareholders equally.
For details such as the registration method and voting method of this shareholders' meeting, please refer to the "Notice of Shanghai Mengke Pharmaceutical Co., Ltd. on convening the third extraordinary shareholders' meeting in 2025" disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on October 23, 2025 (announcement number: 2025-059).
Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials
Shanghai Mengke Pharmaceutical Co., Ltd.
Agenda for the 2025 Third Extraordinary General Meeting of Shareholders
1. Meeting time, location and voting method
On-site meeting time: 14:00 on November 7, 2025
On-site meeting location: No. 53, Edison Road, China (Shanghai) Pilot Free Trade Zone
Meeting convener: Board of Directors of Shanghai Mengke Pharmaceutical Co., Ltd.
Meeting host: Chairman ZHENGYU YUAN (Yuan Zhengyu)
Online voting system, start and end times and voting time
Online Voting System: Shanghai Stock Exchange Shareholders Meeting Online Voting System
Online voting start and end time: from November 7, 2025 to November 7, 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.
2. Meeting agenda:
(1) Participants sign in, receive meeting materials, and register and confirm shareholder speeches
(2) The host announces the start of the meeting and reports to the meeting the number of shareholders and shareholder representatives attending the on-site meeting and their holdings
Number of voting rights
(3) The host reads out the instructions for the general meeting of shareholders
(4) Election of vote counters and scrutineers
(5) Review each proposal of the meeting item by item
Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials 1 "Proposal on Cancellation of the Supervisory Board and Amendment of the Articles of Association"; 2 "Proposal on Amending Part of the Corporate Governance System";
3 "Proposal on hiring the company's audit agency for 2025"; 4 "Proposal on changes to investment projects with part of the raised funds"; 5 "Proposal on purchasing director and executive liability insurance";
(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) Adjournment (statistical voting results)
(9) Resume the meeting, announce the voting results of the meeting, and the adoption of motions
(10) The host reads out the resolutions of the general meeting of shareholders
(11) Witness the lawyer reading out the legal opinion
(12) Signing meeting documents
(13) End of meeting
Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials Proposal 1
Proposal on abolishing the Board of Supervisors and amending the Articles of Association
Dear shareholders and shareholders’ agents:
According to the "Company Law" that will be implemented on July 1, 2024, the China Securities Regulatory Commission's "Transitional Arrangements Related to the Implementation of the New "Company Law" Supporting System Rules", "Guidelines on the Articles of Association of Listed Companies", "Rules for Shareholders' Meetings of Listed Companies" and "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other relevant laws and regulations , the provisions of normative documents, and based on the actual situation of the company, the company plans to cancel the board of supervisors and amend the "Articles of Association of Shanghai Mengke Pharmaceutical Co., Ltd." (hereinafter referred to as the "Articles of Association" and "Articles of Association"). The powers of the board of supervisors will be exercised by the audit committee of the board of directors, and the company's "Rules of Procedure of the Board of Supervisors" will be abolished.
The company also proposes to the general meeting of shareholders to authorize the company's legal representative or a person authorized by the legal representative to handle registration and filing of changes in the articles of association. The content is ultimately subject to the approval of the market supervision and management department.
For the revised "Articles of Association" and the revised comparison, please refer to the relevant announcement disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on October 16, 2025.
This proposal has been reviewed and approved at the 20th meeting of the company's second board of directors, and is now submitted to shareholders and shareholders' agents for review.
Board of Directors of Shanghai Mengke Pharmaceutical Co., Ltd.
November 7, 2025 Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials Proposal 2
Proposal on amending some corporate governance systems
Dear shareholders and shareholders’ agents:
In order to further promote the company's standardized operations, safeguard the legitimate rights and interests of the company and shareholders, and establish and improve internal management mechanisms, in accordance with the "Company Law", "Relevant Transition Period Arrangements for the Implementation of Supporting Systems and Rules of the New Company Law", "Measures for the Management of Independent Directors of Listed Companies" and "Shanghai Stock Exchange Science and Technology Innovation Board Shares" In accordance with the provisions of laws, regulations and normative documents such as the Listing Rules of the Stock Exchange, and taking into account the actual situation of the company and the revision of the Articles of Association, the company has implemented the "Rules of Procedure for Shareholders' Meetings", "Rules of Procedure for Board of Directors", "Implementation Rules of the Cumulative Voting System", "Working System for Independent Directors" and "Foreign Investment Management System" The "External Guarantee Management System" and "Related Transaction Management System" were revised simultaneously.
The revised above-mentioned systems have all been disclosed on the Shanghai Stock Exchange website (www.sse.com.cn) on October 16, 2025.
This proposal has been reviewed and approved at the 20th meeting of the company's second board of directors, and is now submitted to shareholders and shareholders' agents for review.
Board of Directors of Shanghai Mengke Pharmaceutical Co., Ltd.
Meeting materials of the 2025 third extraordinary general meeting of shareholders of Shanghai Mengke Pharmaceutical Co., Ltd. on November 7, 2025
Proposal 3
Proposal on Hiring the Company’s Audit Agency for 2025
Dear shareholders and shareholders’ agents:
In order to fully guarantee the company's audit work and comprehensively consider the company's business operations, actual management and audit needs, in accordance with the "Administrative Measures for the Selection of Accounting Firms by State-owned Enterprises and Listed Companies" and other relevant regulations, the company's management has reviewed the company's accounting firm (Special General Partnership) (hereinafter referred to as "Flixin") After fully understanding the company’s professional qualifications, professional competencies, investor protection capabilities, employee information, business experience, independence and integrity records, it is believed that as a professional audit service organization, it has the experience and ability to provide audit services to listed companies and can meet the company’s audit work requirements. This renewal will help ensure the quality of the company's audit work and protect the interests of the company and other shareholders, especially the interests of small and medium-sized shareholders.
Based on this, the company plans to re-appoint Lixin as the auditor of the company's 2025 financial report and internal control, and proposes to the shareholders' meeting to authorize the company's management to negotiate with Lixin to determine relevant business remuneration based on the actual situation of the company's audit business and market conditions, and to sign relevant service agreements and documents, among other matters.
For details, please refer to the "Announcement of Shanghai Mengke Pharmaceutical Co., Ltd. on the Appointment of an Audit Institution for 2025" disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on October 16, 2025 (Announcement No.: 2025-056).
This proposal has been reviewed and approved at the 20th meeting of the company's second board of directors, and is now submitted to shareholders and shareholders' agents for review.
Board of Directors of Shanghai Mengke Pharmaceutical Co., Ltd.
Meeting materials of the 2025 third extraordinary general meeting of shareholders of Shanghai Mengke Pharmaceutical Co., Ltd. on November 7, 2025
Proposal 4
Proposal on changes to investment projects with part of the raised funds
Dear shareholders and shareholders’ agents:
In order to improve the efficiency of the use of raised funds and comprehensively consider the company's business plan and industry environmental factors, the company plans to use all remaining funds from the original raised capital investment project to implement the company's MRX-4/contizolid phase III clinical trial for drug-resistant Gram-positive bacterial infections (hereinafter referred to as the "304 clinical trial project"), MRX-5 clinical trial project and supplementary working capital in China. The specific contents are as follows:
1. Overview of changes to some investment projects with raised funds
(1) Basic information on raised funds
According to the "Reply on Approving the Registration of Shanghai Mengke Pharmaceutical Co., Ltd.'s Initial Public Offering of Stocks" issued by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") on July 5, 2022 (CSRC Permit [2022] No. 1204), the company's initial public offering of 130.00 million RMB ordinary shares (A shares) at an issue price of 8.16 yuan per share, raising total funds of RMB 1,060.80 million, and the actual net raised funds after deducting issuance expenses was RMB 959.7279 million. PricewaterhouseCoopers Zhongtian Certified Public Accountants LLP (Special General Partnership) verified the availability of funds for the company's public issuance of new shares and issued a "Capital Verification Report" on August 2, 2022 (PricewaterhouseCoopers Zhongtian Yanzi [2022] No. 0564).
(2) Plan and usage of original raised funds
As of September 30, 2025, the use plan and usage of raised funds for investment projects are as follows:
Unit: 10,000 yuan
Project name Estimated investment amount Actual investment amount Investment progress 1 Innovative drug research and development project 90,901.00 71,493.82 78.65% 1.1 Contizolid real-world research 5,850.00 5,923.61 101.26% 1.2 MRX-4 Acute bacterial skin and soft skin diseases
54,076.64 55,324.73 102.31% Tissue infection/diabetic foot infection indications
1.3MRX-8 Indications for complicated urinary tract infection 14,720.10 4,629.21 31.45% 1.4MRX-15 Indications for kidney disease 2,336.60 1,410.41 60.36% 1.5MRX-4 China Bridging Experiment 13,917.66 4,205.86 30.22% Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials
Project name Estimated investment amount Actual investment amount Investment progress 2 Marketing channel upgrade and academic promotion project 4,071.79 4,071.79 100.00% 3 Supplementary working capital project 1,000.00 1,000.00 100.00%
Total 95,972.79 76,565.61 79.78%
Note: The above project investment includes interest on raised funds and investment income
2. Changes in the specific circumstances of some investment projects with raised funds
(1) Change the name of the sub-project of the fundraising project
304 clinical trial project, MRX-5 clinical trial project
(2) Specific circumstances and reasons for the change
The company has completed the China Phase I trial and the US Phase I trial of MRX-8, and the relevant data have met the company's expectations, reflecting the drug's great development potential in the future. In the future, the company plans to focus on the follow-up research and development of MRX-8 through external cooperation, and plans to develop injection and inhalation dosage forms to better leverage the drug's therapeutic potential and future commercialization value in the field of Gram-negative bacterial infections. At the same time, the company has completed the New Drug Application (NDA) application for the MRX-4 China Bridging Experimental Project and obtained acceptance from the Center for Drug Evaluation (CDE) of the National Medical Products Administration. The project has achieved the original planned goals. The company will further accelerate the domestic launch of the drug in the future, supplement the company's existing products in injection dosage forms, and realize the commercial value of the product as soon as possible. In addition, the MRX-15 kidney disease indication project is an early-stage R&D project, and the company's R&D focus is still concentrated on clinical-stage projects. This project is a pre-clinical project, and the overall investment priority is low.
Based on the above-mentioned project status and the company's future R&D pipeline planning, the company plans to use all remaining funds from the above-mentioned projects to implement the 304 clinical trial project, the MRX-5 clinical trial project and supplement working capital. Among them, the planned investment amount for the 304 clinical trial project is 22.1582 million yuan, the planned investment amount for the MRX-5 clinical trial project is 39.750 million yuan, and the planned investment amount for supplementary working capital is 145.3806 million yuan.
(3) Basic situation and feasibility analysis of the 304 clinical trial project and the MRX-5 clinical trial project
- Basic situation of 304 clinical trial projects
The 304 clinical trial project refers to the MRX-4/contizolid carried out by the company in China against drug-resistant Gram-positive bacteria Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials
Phase III clinical trial for infection. MRX-4 is a water-soluble prodrug designed and developed based on the unique structure of cantizolid. It has been submitted for marketing application in China in May 2025. Contizolid tablets were approved for marketing in June 2021, and the approved indications are complicated skin and soft tissue infections. This 304 clinical trial is to expand the indications of MRX-4/contizolid tablets. It is planned to enroll about 20 patients for early signal analysis, and provide early feedback such as preliminary effectiveness/safety signals for the smooth advancement of subsequent trials. The company has obtained the drug clinical trial approval notice from the National Medical Products Administration for this clinical trial and has started the subject enrollment process. The company's investment project is expected to accelerate the expansion of indications of MRX-4/contizolid tablets for injection in China and promote the commercialization process to further improve the company's product layout in the field of drugs for the treatment of drug-resistant bacterial infections. The project plans to invest 22.1582 million yuan of raised funds, and the implementation entity will be the company.
- Basic situation of MRX-5 clinical trials
MRX-5 is a new benzoborazole antibacterial drug with antibacterial activity against drug-resistant Gram-negative bacteria and non-tuberculous mycobacteria. MRX-5 has completed Phase I clinical trials in healthy populations in Australia. This MRX-5 trial plans to complete the Chinese Phase I clinical trial, which is a safety and tolerance study on Chinese healthy subjects, as well as a preliminary efficacy and safety study on non-tuberculous mycobacteria patients. The company has obtained a drug clinical trial approval notice from the National Medical Products Administration. The company's new investment project is expected to accelerate the clinical trial progress and commercialization process of MRX-5 in China to further improve the company's product layout in the field of drugs for the treatment of drug-resistant bacterial infections. The project plans to invest 39.75 million yuan of raised funds, and the implementation entity will be the company.
- Project implementation necessity and feasibility analysis
(1) Accelerate the research and development of new products to meet more needs for clinical treatment drugs
In recent years, the evolution of bacterial resistance to antibacterial drugs and the emergence of cross-resistance have reduced the efficacy of existing antibacterial drugs, and infections by drug-resistant bacteria have gradually become a serious threat to human health. Since its establishment, the company has been focused on solving the growing global problem of bacterial resistance and focusing on providing more effective and safer treatment options for the most common and serious clinical drug-resistant bacterial infections.
Through the implementation of the above projects, the company plans to focus on the treatment of drug-resistant Gram-positive bacterial infections in adults and promote the Chinese phase III clinical trials of oxazolidinone drug injection MRX-4/contizolid tablets for indications of infections caused by drug-resistant Gram-positive bacteria in different parts of the country and the benzoborazole antibacterial drug MRX-5 China's Phase I clinical trials for indications of non-tuberculous mycobacterial infections will accelerate the research and development process of the company's new drug pipeline and promote the commercialization of research and development results to meet the demand for clinical treatment of drug-resistant bacterial infections and benefit more patients.
Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials
(2) Enhance the company’s core technological advantages, consolidate and improve core competitiveness
The innovative pharmaceutical industry in which the company operates is a technology-intensive industry. Continuous R&D and innovation to enhance technological reserves and enrich product pipelines are key measures for the company to improve its core competitiveness. Through the implementation of this project, the company plans to continue to deepen the research and development of drugs for the treatment of drug-resistant bacterial infections on the basis of existing clinical core products, relying on existing technology, talents, and accumulation of R&D experience, in order to enhance the company's technical advantages in the field of drug-resistant bacterial infection treatment, thereby improving core competitiveness and consolidating its industry position.
- Project implementation risks
Before the above-mentioned projects are approved for marketing, various clinical trials must be conducted to prove the safety and effectiveness of the drugs under development on the human body. The company may encounter various events during clinical trials of the above projects, which may cause it to be delayed or unable to obtain regulatory approval or commercialize drug candidates, including but not limited to: (1) government agencies or ethics committees or internal clinical institutions may not agree with the company or researchers to initiate clinical trials, or disagree with the company or researchers to conduct clinical trials in trial centers; (2) Since the terms required by different CROs and trial centers in the same clinical trial may be very different, the company may not be able to cooperate with The CRO and the trial center have reached an agreement; (3) the clinical trials of the company's drug candidates may produce negative or invalid results, and the company may need to supplement, improve clinical trials or abandon drug development projects; (4) the company's estimate of the number of subjects required for clinical trials of drug candidates is insufficient, fewer qualified subjects will be recruited for clinical trials than expected, and the withdrawal rate of subjects will be higher than expected, which will lead to the failure of clinical research endpoints to meet statistical standards, slow clinical research progress, early termination of clinical studies and other consequences; (5) the company's third-party cooperative institutions (including CROs, researchers, etc.) fail to comply with regulatory requirements or fail to perform contractual obligations to the company in a timely manner; (6) The company may suspend or terminate clinical trials of drug candidates for various reasons, including the discovery that the clinical treatment effect is not as good as expected or other characteristics that are not as expected or the subjects are found to face unacceptable health risks; (7) Government agencies or ethics committees The company or researchers may be required to suspend or terminate clinical studies or not support the results of clinical studies due to various reasons; (8) the company's drug candidates may cause negative events, regulatory agencies may require or the company may actively interrupt, delay, limit or stop clinical trials; (9) the cost of clinical trials of the company's drug candidates may be higher than expected.
Therefore, the entire research and development process of the above-mentioned projects is affected by many factors. The company may face the risk that the clinical trial progress of the products raised from the investment projects is not as expected or even the research and development fails. Investors are advised to pay attention to investment risks.
(4) Basic situation and feasibility analysis of supplementary working capital projects
The company has been in a state of loss since its listing and has not yet achieved profitability. The company's product commercialization revenue is still insufficient. Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials
Covering the company's R&D expenditures, commercialization costs and operating expenses, the company's monetary funds and net assets have been declining year after year. Before the company can achieve large-scale sales and profitability of its core products, it needs to continue to invest more funds in research and development and commercial promotion, which puts greater pressure on the company's cash flow. At the same time, there are still certain uncertainties and time costs for the company to obtain external financing, making it difficult to quickly meet the company's urgent need for working capital.
This time the company plans to invest 145.3806 million yuan to replenish working capital, which can alleviate the company's operating capital pressure, supplement insufficient self-owned funds, reduce dependence on external financing in the short term, and avoid insufficient liquidity caused by poor financing.
(5) Situation of investment projects after the change
After this change, the company’s investment projects with funds raised through its initial public offering are as follows:
Unit: RMB 10,000. The amount of raised funds planned to be invested before the change. The name of the project to be invested with raised funds after the change.
Amount of raised funds Amount of investment
1 Innovative drug research and development project 90,901.00 -14,538.06 76,362.94
1.1 Contizolid Real World Study 5,850.00 - 5,850.00 1.2 MRX-4 Acute Bacterial Skin and Skin Soft Groups
54,076.64 - 54,076.64 Tissue infection/diabetic foot infection indications
1.3MRX-8 Indications for complicated urinary tract infection 14,720.10 -10,090.89 4,629.21 1.4MRX-15 Indications for kidney disease 2,336.60 -926.19 1,410.41 1.5MRX-4 China Bridging Experiment 13,917.66 -9,711.80 4,205.86 1.6304 clinical trial project - 2,215.82 2,215.82 1.7MRX-5 clinical trial project - 3,975.00 3,975.00 2 Marketing channel upgrade and academic promotion project 4,071.79 - 4,071.79 3 Supplementary working capital project 1,000.00 14,538.06 15,538.06
Total 95,972.79 - 95,972.79
After the company's sub-projects are changed with the funds raised this time, the shortfall in investment funds for the atomic project will be made up by the company's own or self-raised funds.
3. The impact of this change on some investment projects with raised funds on the company
This change in part of the investment projects with raised funds is an adjustment made by the company based on market changes and actual business development needs. It is in line with the company's strategic planning and development layout. It will not lead to changes and adjustments in the main business, and will not have a significant adverse impact on the company's current Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials and future production and operations.
For details, please refer to the "Announcement of Shanghai Mengke Pharmaceutical Co., Ltd. on Changes in Investment Projects with Partial Raised Funds" disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on October 16, 2025 (announcement number: 2025-057).
This proposal has been reviewed and approved at the 20th meeting of the company's second board of directors, and is now submitted to shareholders and shareholders' agents for review.
Board of Directors of Shanghai Mengke Pharmaceutical Co., Ltd.
November 7, 2025 Shanghai Mengke Pharmaceutical Co., Ltd. 2025 Third Extraordinary General Meeting of Shareholders Meeting Materials Proposal 5
Proposal regarding the purchase of directors and officers liability insurance
Dear shareholders and shareholders’ agents:
In order to further improve the company's risk management system, reduce the company's operational risks, and promote the company's directors and senior managers to fully exercise their rights and perform their duties, in accordance with the "Governance Code for Listed Companies" and other regulations, the company plans to purchase liability insurance for all directors and senior managers. In order to improve the efficiency of decision-making, the company's board of directors intends to request the general meeting of shareholders to authorize the company's management to handle matters related to the purchase of liability insurance for directors and senior executives within its authority; handle matters related to renewal or re-insurance when or before the expiration of the liability insurance contract in the future. Renewal or re-insurance does not require separate decisions within the scope of the above insurance plan. The authorization is valid until the end of the second term of the board of directors and does not affect the validity of the signed insurance contract.
For details, please refer to the "Announcement of Shanghai Mengke Pharmaceutical Co., Ltd. on the Purchase of Directors and Senior Management Liability Insurance" disclosed by the company on the Shanghai Stock Exchange website (www.sse.com.cn) on October 16, 2025 (announcement number: 2025-058).
Because this proposal has an interest in all directors and senior managers of the company, all directors have abstained from voting when considering this matter. It is now submitted to shareholders and shareholders' agents for review.
Board of Directors of Shanghai Mengke Pharmaceutical Co., Ltd.
November 7, 2025