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Shanghai Modern Pharmaceutical Co., Ltd. Announcement on the 2025 Profit Distribution Plan
Stock Code: 600420 Stock Abbreviation: Sinopharm Modern Announcement No.: 2026-013
Shanghai Modern Pharmaceutical Co., Ltd.
Announcement on the 2025 Annual Profit Distribution Proposal
The Board of Directors of the Company and all of its directors hereby guarantee that the contents of this announcement contain no false statements, misleading representations, or material omissions, and assume legal responsibility for the authenticity, accuracy, and completeness of the contents.
Key Highlights:
● Distribution ratio: Cash dividends of RMB 2.00 per 10 shares (inclusive of tax).
● This profit distribution is based on the total share capital registered as of the record date for the implementation of the equity distribution. The specific date will be clarified in the announcement on the implementation of the equity distribution. If the Company’s total share capital changes prior to the record date for the equity distribution, it is proposed to maintain the total distribution amount unchanged, correspondingly adjust the dividend distribution ratio per share, and separately announce the specific adjustments.
● This profit distribution does not involve any circumstances under which other risk warnings may be implemented as prescribed in Item (VIII) of Paragraph 1 of Article 9.8.1 of the Shanghai Stock Exchange Listing Rules.
I. Contents of the Profit Distribution Proposal
(I) Specific Contents of the Profit Distribution Plan
After being audited by Tianjian Certified Public Accountants (Special General Partnership), Shanghai Modern Pharmaceutical Co., Ltd. (hereinafter the “Company”) achieved a consolidated net profit attributable to shareholders of the listed company of RMB 941,601,686.09 for the fiscal year 2025. As of December 31, 2025, the balance of undistributed profits in the Company’s parent company financial statements at the interim-end was RMB 2,494,355,715.15. After deliberation by the Company’s 9th session of the Board of Directors at its third meeting, the Company’s 2025 profit distribution proposal is as follows:
The Company intends to use the total share capital registered as of the record date for the implementation of the equity distribution as the basis, and distribute cash dividends of RMB 2.00 for every 10 shares to all shareholders (inclusive of tax). As of December 31, 2025, the Company’s total share capital is 1,341,172,692 shares. Based on this, the Company proposes to distribute a total cash dividend of RMB 268,234,538.40 (inclusive of tax). The Company’s cash dividend for this year (including the cash dividends of RMB 134,117,269.20 already distributed in the interim) totals RMB 402,351,807.60, accounting for 42.73% of the Company’s net profit attributable to shareholders of the listed company for this year.
If, from the date of disclosure of this announcement to the record date for the implementation of the equity distribution, the Company’s total share capital changes, the Company intends to maintain the total distribution amount unchanged and correspondingly adjust the dividend distribution ratio per share. If the total share capital changes in the future, the specific adjustment details will be separately announced.
This profit distribution proposal still needs to be submitted to and approved by the Company’s 2025 annual general meeting of shareholders.
(II) Whether It May Trigger Other Risk Warning Circumstances
The Company has been listed for 21 full accounting years. The net profit for this year is positive, and the undistributed profits at the end of the fiscal year in the parent company’s financial statements are positive. Therefore, the Company does not trigger other risk warning circumstances. The specific indicators are as follows:
Unit: RMB
■
II. Decision-Making Procedures Followed by the Company
On March 26, 2026, the Company convened its 9th session of the Board of Directors for its third meeting. The Board deliberated and approved the “2025 Profit Distribution Proposal” by a vote result of 9 votes in favor, 0 votes against, and 0 votes abstained, and submitted it for approval at the Company’s 2025 annual general meeting of shareholders. This proposal complies with the provisions on cash dividends in the Articles of Association and the Company’s 《Future Three Years (2025-2027) Shareholder Return Plan》.
III. Related Risk Disclosures
The Company’s 2025 profit distribution proposal has been formulated after comprehensive consideration of factors including industry trends, the Company’s development plan, and future capital needs. It will not have a material impact on the Company’s operating cash flows, nor will it affect the Company’s normal operations and long-term development.
This profit distribution proposal will be implemented only after it is submitted to and approved at the Company’s 2025 annual general meeting of shareholders. Investors are kindly requested to pay attention to investment risks.
By order of the Company.
Board of Directors of Shanghai Modern Pharmaceutical Co., Ltd.
March 28, 2026
Stock Code: 600420 Stock Abbreviation: Sinopharm Modern Announcement No.: 2026-010
Shanghai Modern Pharmaceutical Co., Ltd.
Resolution Announcement of the Third Meeting of the 9th Session of the Board of Directors
The Board of Directors of the Company and all of its directors hereby guarantee that the contents of this announcement contain no false statements, misleading representations, or material omissions, and assume legal responsibility for the authenticity, accuracy, and completeness of the contents.
I. Convening of the Board Meeting
The third meeting of the 9th session of the Board of Directors of Shanghai Modern Pharmaceutical Co., Ltd. (hereinafter the “Company”) was held on March 26, 2026 in Pudong New Area, Shanghai, at No. 378 Jianlu Road, by a combination of on-site and video conference. The notice and meeting materials for this meeting were sent by email on March 16, 2026. There should have been 9 directors attending this meeting; 9 directors actually attended (including 4 directors attending via video). The meeting was chaired by Mr. Xu Jihui, Chairman. Some senior management personnel of the Company attended the meeting. The convening and holding procedures of this meeting comply with the provisions of the Company Law and the Articles of Association. The meeting was lawful and effective.
II. Deliberations and Resolutions of the Board Meeting
The meeting deliberated and approved the following matters:
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
The Company’s “2025 Annual Work Report of the Board of Directors” will be disclosed in the “2025 Annual General Meeting of Shareholders Meeting Materials”.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
The Board of Directors reviewed the “Report on the Self-Check of Independence by Independent Directors” and the “Performance Report of Independent Directors for 2025” for the independent directors serving in 2025, and issued the “Special Opinion of the Board of Directors on the Independent Directors’ Maintenance of Independence in 2025”.
The above special opinion and the “Performance Report of Independent Directors for 2025” are available on the website of the Shanghai Stock Exchange at www.sse.com.cn. The independent directors will deliver their report at the Company’s 2025 annual general meeting of shareholders.
The 2025 financial report has been approved by the Board’s Audit and Risk Management Committee at its third meeting in 2026 and agreed to submit it to the Board for deliberation.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
The Company’s full 2025 annual report and summary are available on the Shanghai Stock Exchange website at www.sse.com.cn.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
The full “2025 Environmental, Social and Governance (ESG) Report” of the Company is available on the Shanghai Stock Exchange website at www.sse.com.cn.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
To actively practice the development philosophy of “putting investors first,” to stabilize investors’ expected returns, and to share operating results, and in accordance with relevant provisions including the “Regulatory Guidelines for Listed Companies No. 3 — Cash Dividends by Listed Companies” and the Articles of Association, as well as the Company’s 《Future Three Years (2025-2027) Shareholder Return Plan》, under the conditions that the Company remains continuously profitable and meets actual capital needs, the Company proposes to conduct an interim dividend for the first half of 2026, combining undistributed profits and the current period’s performance.
To simplify the dividend process, the Board proposes to request approval from the general meeting, and authorizes the Board, subject to the above profit distribution conditions being met, to formulate the specific 2026 interim dividend plan and implement it within the prescribed time limit.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
The full text of the Company’s “Implementation of the 2025 ‘Improving Quality, Enhancing Efficiency, and Returning Value’ Action Plan and the 2026 ‘Improving Quality, Enhancing Efficiency, and Returning Value’ Action Plan” is available on the Shanghai Stock Exchange website at www.sse.com.cn.
All directors of the Company serve as the insured parties under this liability insurance arrangement and are related parties. When deliberating on this proposal, all directors avoided voting. Therefore, this proposal is directly submitted to the Company’s 2025 annual general meeting of shareholders for deliberation.
Voting result: 0 votes in favor, 0 votes against, 0 votes abstained, and 9 votes in avoidance.
The details of the proposal are set out in the Company’s announcement dated the same day, “Announcement on the Purchase of Liability Insurance for Directors and Senior Management Personnel.”
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
In 2026, the Company will continue to focus on its core businesses. In line with its development strategy, industry trends, and market conditions, it will appropriately arrange key tasks such as procurement, production, and sales, and actively advance various business initiatives to promote stable development of the Company’s business. Based on the Company’s actual operating performance in 2025, the Company plans to achieve consolidated operating revenue of RMB 9.006 billion in 2026.
The production and operation plan indicator for 2026 does not represent the Company’s profit forecast for 2026 and does not constitute a material commitment by the Company to investors.
This proposal has been approved at the Board’s Strategy and Investment Committee’s second meeting in 2026, and it is agreed to submit it to the Board for deliberation.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
In 2026, the Company plans to invest RMB 2.269 billion, including RMB 1.119 billion for fixed-asset projects and RMB 1.150 billion for equity projects.
The above investment plan is the Company’s overall estimate for the Company’s full-year investment and does not constitute a material commitment to investors. Specific investment projects will be subject to the corresponding decision-making procedures as required by law, and the actual investments approved shall prevail.
This report has been approved at the Board’s Audit and Risk Management Committee’s third meeting in 2026, and it is agreed to submit it to the Board for deliberation.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
To strengthen the Company’s development strategy management, in accordance with relevant provisions of the Articles of Association and the Working Rules of the Board’s Strategy and Investment Committee, and in light of the Company’s needs for operation and management, the Company has comprehensively revised its original “Strategic Management System.” The full text of the revised “Development Strategic Management System” is available on the Shanghai Stock Exchange website at www.sse.com.cn.
This report has been approved at the Board’s Strategy and Investment Committee’s second meeting in 2026, and it is agreed to submit it to the Board for deliberation.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
The content of the proposal is set out in the Company’s announcement dated the same day, “Announcement on the 2025 Profit Distribution Proposal.”
This proposal has been approved at the Company’s first special meeting of independent directors in 2026, and it is agreed to submit it to the Board for deliberation. As this proposal involves related-party transactions, 3 related directors—Mr. Cai Maosong, Mr. Xing Yonggang, and Ms. Zhu Lin—avoided voting on the proposal.
Voting result: 6 votes in favor, 0 votes against, 0 votes abstained, and 3 votes in avoidance.
The content of the proposal is set out in the Company’s announcement dated the same day, “Announcement on the Anticipated 2026 Ordinary Related Party Transactions.”
This proposal has been approved at the Company’s first special meeting of independent directors in 2026, and it is agreed to submit it to the Board for deliberation. As this proposal involves related-party transactions, 3 related directors—Mr. Cai Maosong, Mr. Xing Yonggang, and Ms. Zhu Lin—avoided voting on the proposal.
Voting result: 6 votes in favor, 0 votes against, 0 votes abstained, and 3 votes in avoidance.
The content of the proposal is set out in the Company’s announcement dated the same day, “Announcement on the Proposed Continued Signing of the ‘Financial Services Agreement’ with Sinopharm Group Finance Co., Ltd. and Related Party Transactions.”
3 related directors—Mr. Cai Maosong, Mr. Xing Yonggang, and Ms. Zhu Lin—avoided voting on the proposal.
Voting result: 6 votes in favor, 0 votes against, 0 votes abstained, and 3 votes in avoidance.
The full text of the Company’s “Risk Ongoing Assessment Report of Sinopharm Group Finance Co., Ltd. for 2025” is available on the Shanghai Stock Exchange website at www.sse.com.cn.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
The content of the proposal is set out in the Company’s announcement dated the same day, “Announcement on Applying for Comprehensive Credit Facilities.”
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
To actively fulfill corporate social responsibility, in 2026 the Company expects to make external donations totaling RMB 1.63 million through channels including the Youth Foundation, other public welfare social organizations, people’s governments at the county level and above (relevant departments), and direct donations to beneficiaries.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
The content of the proposal is set out in the Company’s announcement dated the same day, “Announcement on Providing Guarantees by a Wholly-Owned Subsidiary to Its Affiliated Enterprises.”
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
Subject to not affecting the Company and its subsidiaries’ daily operations and ensuring that risks are controllable, the Company and its subsidiaries will continue to reasonably allocate internal funds between them by means such as entrusted loans through Sinopharm Group Finance Co., Ltd. or other financial institutions to improve the efficiency of fund utilization. The Company and its subsidiaries, through means such as entrusted loans in 2026, are expected to reasonably allocate internal funds not exceeding RMB 5.0 billion. Within the above limit, the funds may be used on a rolling basis.
The Board agrees to authorize the Company’s management team to approve the specific matters of individual business under the entrusted loan(s) and other businesses based on actual operating needs (including but not limited to signing entrusted loan agreements on behalf of the Company). The authorization period will be 18 months from the date on which this meeting of the Board is approved.
The above-mentioned fund allocation matters through entrusted loans and similar methods do not include providing loans to the Company’s controlling shareholder and its related parties’ controlled subsidiary in which the latter holds an equity interest.
This proposal has been approved at the Board’s Audit and Risk Management Committee’s third meeting in 2026 and it is agreed to submit it to the Board for deliberation.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
The content of the proposal is set out in the Company’s announcement dated the same day, “Announcement on Renewing the Appointment of the Accounting Firm for 2026.”
This proposal has been approved at the Board’s Remuneration and Performance Assessment Committee’s first meeting in 2026 and it is agreed to submit it to the Board for deliberation. All related members have avoided voting. The remuneration proposals for directors Xu Jihui, Liu Yong, Wu Fanrong, Chu Wen-gong, Ms. Li Yingqi, and Mr. Tian Kan still need to be submitted to the Company’s 2025 annual general meeting of shareholders for approval.
Based on the monthly remuneration of the Company’s internal directors and senior management personnel in 2025, the “Proposal on the Performance Assessment and Remuneration Settlement of the Company’s Management Team Members for 2024” approved at the first meeting of the 9th Board of Directors, as well as the remuneration standards for independent directors, a 2025 remuneration payment plan for the Company’s directors and senior management personnel has been formulated. The Board deliberated and approved this proposal item by item:
(1) Xu Jihui’s remuneration
Voting result: 8 votes in favor, 0 votes against, 0 votes abstained, and 1 vote in avoidance.
(2) Liu Yong’s remuneration
Voting result: 8 votes in favor, 0 votes against, 0 votes abstained, and 1 vote in avoidance.
(3) Wu Fanrong’s remuneration
Voting result: 8 votes in favor, 0 votes against, 0 votes abstained, and 1 vote in avoidance.
(4) Chu Wen-gong’s remuneration
Voting result: 8 votes in favor, 0 votes against, 0 votes abstained, and 1 vote in avoidance.
(5) Li Yingqi and Tian Kan’s remuneration
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained, and 0 votes in avoidance.
(6) Zhang Zhongxi, Wang Xiangchen, Cai Zhengyan, Li Xianlin, Wei Dongsong, and Ni Feng’s remuneration
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained, and 0 votes in avoidance.
For details of the remuneration payment arrangements for the Company’s directors and senior management personnel for 2025, please refer to the relevant sections in the Company’s “2025 Annual Report.”
This proposal has been approved at the Board’s Remuneration and Performance Assessment Committee’s first meeting in 2026, and it is agreed to submit it to the Board for deliberation.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
This report has been approved at the Board’s Audit and Risk Management Committee’s third meeting in 2026, and it is agreed to submit it to the Board for deliberation.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
This report has been approved at the Board’s Audit and Risk Management Committee’s third meeting in 2026, and it is agreed to submit it to the Board for deliberation.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
This report has been approved at the Board’s Audit and Risk Management Committee’s second meeting in 2026, and it is agreed to submit it to the Board for deliberation.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
Voting result: 9 votes in favor, 0 votes against, 0 votes abstained.
The content of the proposal is set out in the Company’s announcement dated the same day, “Notice of the 2025 Annual General Meeting of Shareholders.”
By order of the Company.
Board of Directors of Shanghai Modern Pharmaceutical Co., Ltd.
March 28, 2026
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