FUDANZHANGJIANG - Announcement of the resolutions of the 15th meeting of the 8th board of directors of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.
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Overseas regulatory announcement
This announcement is made by Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. (the "Company") under the Hong Kong Stock Exchange Ltd. Securities Listing Rules 13.10(B).
This is to set forth the "Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. No. 1" published by the company on the website of the Shanghai Stock Exchange. Announcement of Resolutions of the Fifteenth Meeting of the Eighth Board of Directors" is for reference only. This document and its disclosure contents are prepared in accordance with PRC law. Prepared and published in accordance with laws, regulations and relevant domestic regulatory requirements.
By order of the board of directors
Zhao Dajun Chairman
As at the date of this announcement, the Board of Directors includes the following individuals:
Mr. Zhao Dajun (Executive Director)
Ms. Xue Yan (Executive Director)
Mr. Shen Bo (Non-executive Director) Ms. Yu Xiaoyang (Non-executive Director)
Mr. Wang Hongguang (Independent Non-executive Director) Mr. Lam Siu Wing (Independent Non-executive Director)
Mr. Xu Peilong (Independent Non-executive Director)
Ms. Qu Yanan (Employee Director)
Shanghai, China
March 30, 2026 *Identification only
Securities code: 688505 Securities abbreviation: Fudan Zhangjiang Number: Lin 2026-007
Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.
Announcement of Resolutions of the Fifteenth Meeting of the Eighth Board of Directors
The board of directors and all directors of the company guarantee that the contents of this announcement do not contain any false records, misleading statements or misleading statements.
serious omissions, and shall bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
- Convening of board of directors meetings The 8th Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. (hereinafter referred to as the "Company" or "the Company")
The fifteenth meeting of the Board of Directors will issue a written notice of the meeting on March 16, 2026.
On March 30, it was held on-site and through communication voting, convened by Mr. Zhao Dajun, Chairman of the Board of Directors of the company.
8 directors should attend the meeting, and 8 directors actually attended, including 3 independent directors. The company’s board of directors
The secretary attended the meeting. The notice and convening of this meeting complied with the Company Law of the People's Republic of China (hereinafter (hereinafter referred to as the "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), "Shanghai Securities Law"
Stock Exchange's Science and Technology Innovation Board Stock Listing Rules" and the "Articles of Association".
- Review status of board of directors meeting After deliberation by the directors present at the meeting, the following resolutions were made:
(1) Consideration and adoption of the “Proposal on the General Manager’s Work Report for 2025”
In 2025, the company's operating management, under the leadership of the Board of Directors, will strictly comply with the Company Law and Securities Law
comply with the requirements of laws, regulations and company systems such as the Articles of Association, diligently and faithfully perform their duties, and implement
Thoroughly implement the resolutions of the shareholders' meeting and the board of directors, truly reflecting the main work of the management in 2025. Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
(2) Review and approve the full text and summary of the Company’s 2025 Annual Report; and as of 2020
Proposal on the Audited Financial Statements and Auditor’s Report of H Shares for the Year ended December 31, 2020"
The full text and summary of the company's 2025 annual report are based on the "Shanghai Stock Exchange's Science and Technology Innovation Board Stock Listing" Prepared as required by the Rules; audited financial statements of H shares as of December 31, 2025 and
The auditor's report is prepared in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and other requirements.
For details, please refer to the company’s announcement on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
The "2025 Annual Report of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd." and the "Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd."
Dan Zhangjiang Biopharmaceutical Co., Ltd. 2025 Annual Report Summary”. The proposal has been reviewed and approved at the first meeting of the Audit Committee of the company’s eighth board of directors in 2026.
I am aware of the relevant content and agree to submit it to the company’s board of directors for review.
Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
The proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
(3) Consider and approve the “Proposal on the 2025 Board of Directors (Work) Report”
In 2025, the board of directors will comply with the Company Law, Securities Law and Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing
Municipal Rules and other laws and regulations as well as the Articles of Association and the company's relevant management systems, and strictly implement the requirements of shareholders'
Meeting resolutions have promoted the improvement of corporate governance and the development of the company's various businesses, and in accordance with the company's determined
development strategies and goals, and carried out various tasks diligently and responsibly to ensure scientific decision-making and standardized operations of the board of directors. Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
The proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
(4) Consideration and approval of the “Proposal on the Profit Distribution Plan for 2025”
Audited by PricewaterhouseCoopers Zhongtian Accounting Firm (Special General Partnership), the 2025 consolidated statements The net profit attributable to shareholders of the listed company was RMB -157,439,498. As of December 31, 2025,
The accumulated undistributed profits of the parent company are RMB 641,636,074. In view of the fact that the company belongs to the listed company in 2025,
The net profit of the company's shareholders is negative, according to the "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends of Listed Companies"
and other laws and regulations as well as the "Articles of Association" and other provisions, combined with the company's future development arrangements, comprehensively considering the company's economic
business plan, R&D investment and future development capital needs. In order to better safeguard the long-term interests of shareholders, the company’s 2025 It is planned that no cash dividends will be distributed during the year, no capital reserve will be converted into share capital and other forms of profit distribution will be carried out.
For details, please refer to the company’s announcement on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
The "Profit Distribution Plan for 2025 of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd." publicly disclosed
Announcement" (Announcement No.: Pro 2026-008).
The proposal has been reviewed and approved at the first meeting of the Audit Committee of the company’s eighth board of directors in 2026. I agree with this profit distribution plan and agree to submit it to the company’s board of directors for review.
Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
The proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
(5) Consideration and approval of the “Proposal on Re-appointment of Domestic and Foreign Accounting Firms for 2026”
PricewaterhouseCoopers Zhongtian Accounting Firm (Special General Partnership) has the relevant business qualifications and has Have strong professional capabilities and investor protection capabilities, as well as rich domestic and overseas audit experience, and
Be independent and have good integrity. The board of directors agreed to renew his appointment as the company’s domestic (A shares) and
Overseas (H-share) financial report audit institutions and domestic internal control audit institutions, and submit the request to the company’s shareholders meeting for approval
The company's board of directors and its authorized persons negotiate with PricewaterhouseCoopers Zhongtian Accounting Firm (Special General Partnership)
Determine relevant audit fees and sign relevant contracts and other matters. For details, please refer to the company’s announcement on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
"Announcement of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. on the Re-appointment of the Accounting Firm" disclosed by the media
(Announcement Number: Pro 2026-009).
The proposal has been reviewed and approved at the first meeting of the Audit Committee of the company’s eighth board of directors in 2026.
I am aware of the relevant content and agree to submit it to the company’s board of directors for review. Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
The proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
(6) Review and approve the "Remuneration Implementation of Directors and Supervisors in 2025 and Directors in 2026"
Remuneration Plan Proposal》 Combined with the actual situation of the current economic environment, the region where the company is located, the industry it belongs to and the scale of operations, refer to
Industry salary levels, the company’s directors’ remuneration plan for 2026 has been formulated, and the number of directors and supervisors for 2025 has been confirmed.
Compensation performance.
The proposal has been reviewed and approved at the first meeting of the Remuneration Committee of the eighth session of the Board of Directors in 2026.
I am aware of the relevant content and agree to submit it to the company’s board of directors for review. In accordance with the relevant provisions of the "Code of Corporate Governance for Listed Companies" and the company's "Rules of Procedure for the Remuneration Committee of the Board of Directors"
It was decided that all directors would abstain from voting on the proposal and it will be submitted to the company’s 2025 annual shareholders’ meeting for review.
(7) Deliberating and approving the "Regarding the Implementation of the Salary of Senior Management Personnel in 2025 and the Salary in 2026"
Proposal on remuneration package In accordance with the "Articles of Association", "Rules of Procedure of the Remuneration Committee of the Board of Directors" and other relevant regulations, combined with the company's 2025
Annual operating performance and other conditions, and with reference to industry salary levels, the company's senior managers have been formulated for 2026
The remuneration plan also confirms the implementation of the remuneration of senior management personnel in 2025.
Related directors Mr. Zhao Dajun and Ms. Xue Yan abstained from voting on this proposal.
The proposal has been reviewed and approved at the first meeting of the Remuneration Committee of the eighth session of the Board of Directors in 2026. I am aware of the relevant content and agree to submit it to the company’s board of directors for review.
Voting results: 6 votes in favor, 0 votes against, 0 abstentions.
(8) Consider and approve the “Proposal on the Internal Control Evaluation Report for 2025”
The board of directors believes that the company’s various internal control systems in 2025 comply with the requirements of national laws and regulations. In line with the actual needs of the company's current production and operation, in all processes and key links of operation and management
It plays a better control and prevention role.
For details, please refer to the company’s announcement on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
"Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. 2025 Internal Control Evaluation Report" publicly disclosed.
The proposal has been reviewed and approved at the first meeting of the Audit Committee of the company’s eighth board of directors in 2026. I am aware of the relevant content and agree to submit it to the company’s board of directors for review.
Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
(9) Deliberation and approval of the "Special Regulations on the Deposit, Management and Actual Use of Funds Raised in 2025"
motion report The deposit, management and actual use of funds raised by the company in 2025 are in compliance with the "Proceeds for Fund Raising by Listed Companies"
Financial Supervision Rules”, “Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules”, “Shanghai Stock Exchange Science and Technology Innovation Board”
Self-Regulatory Guidelines for Listed Companies No. 1—Standardized Operations" and other laws and regulations and the company's "Use of Raised Funds"
According to the provisions of institutional documents such as "Administrative Measures", the specific use of raised funds is basically consistent with the company's disclosed situation.
Consistently, there is no disguised change in the use of raised funds or damage to the interests of shareholders, and there is no illegal use of raised funds. Fund situation.
The specific content of the company’s special report can be found on the company’s website of the Shanghai Stock Exchange on the same day.
(www.sse.com.cn) and the "Relationships between Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd." disclosed by designated media
Announcement on the Special Report on the Deposit, Management and Actual Use of Raised Funds in 2025" (Announcement No.:
Pro 2026-010). Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
(10) Deliberation and approval of the "Request for the Shareholders' Meeting to Authorize the Board of Directors to Handle Issues to Specific Objects through Simple Procedures"
Proposal on Matters Related to the Issuance of Stocks" According to the "Registration and Administration Measures for Securities Issuance of Listed Companies" and "Securities Issuance of Listed Companies of the Shanghai Stock Exchange"
"Listing Review Rules", "Shanghai Stock Exchange Implementation Rules for the Securities Issuance and Underwriting Business of Listed Companies" and
"Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited" (including Rules 13.36 and 19A.38), etc.
According to relevant regulations, the company's board of directors plans to request the shareholders' meeting to authorize the board of directors to decide on the company's issuance of financing assets to specific objects.
For stocks with an amount not exceeding RMB 300 million and not exceeding 20% of the net assets at the end of the last year, the authorization period (i) is from the public From the date of review and approval of the company’s 2025 annual shareholders’ meeting to the date of the company’s 2026 annual shareholders’ meeting; (ii) since
When the 12-month period expires after the date of review and approval of the company’s 2025 annual shareholders’ meeting; or (iii) the company’s shareholders
The date on which a special resolution is passed at the meeting to revoke or amend the powers conferred on the Board of Directors as set out in such resolution (whichever is earlier
Whichever occurs).
For details, please refer to the company’s announcement on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day. The "Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.'s request to the shareholders' meeting to authorize the board of directors to summarize
Announcement on the Issuance of Stocks to Specific Objects by Easy Program (Announcement Number: Pro 2026-011).
Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
The proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
(11) Deliberating and approving the 2025 Environmental, Social and Corporate Governance Report and formulating environmental key
Proposal on Targets for Performance Indicators"
In order to thoroughly implement the concept of sustainable development, regulate and constrain its own behavior, and better assume social responsibilities,
To truly and objectively reflect the company’s important information in fulfilling its social responsibilities, the company shall, in accordance with the Hong Kong Stock Exchange
The Securities Listing Rules of the Shanghai Stock Exchange and the Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules have been compiled 2025 Environmental, Social and Corporate Governance Report, setting environmental key performance indicators.
For details, please refer to the company’s announcement on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
The “2025 Environmental, Social and Corporate Governance Report of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.”
Management Report".
Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
(12) Consider and approve the "Proposal on the 2026 "Improving Quality, Efficiency and Focus on Returns" Action Plan"
Based on the company’s industry and scale, as well as actual operating conditions in 2025 and other factors, formulate the company’s "Proposal for the 2026 Action Plan of "Improving Quality, Increasing Efficiency and Focusing on Returns".
For details, please refer to the company’s announcement on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
"Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.'s 2026 "Improving Quality, Increasing Efficiency and Focusing on Returns" disclosed by the media
Action Plan".
Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
(13) Consideration and adoption of the “Proposal on Assessment of the Independence of Independent Directors”
Agree with the "Proposal on Assessment of the Independence of Independent Directors".
For details, please refer to the company’s announcement on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
"The Board of Directors of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.'s Information on the Independence of Independent Directors" disclosed "Special Opinions".
Independent directors Mr. Wang Hongguang, Mr. Lin Zhaorong and Mr. Xu Peilong abstained from voting on this proposal.
The proposal has been reviewed and approved by the Nomination Committee of the Company’s eighth board of directors in 2026 at its first meeting.
I am aware of the relevant content and agree to submit it to the company’s board of directors for review.
Voting results: 5 votes in favor, 0 votes against, 0 abstentions.
(14) Deliberation and approval of the "Proposal on the General Election of the Board of Directors and the Election of Executive Directors of the Ninth Board of Directors"
case"
In view of the fact that the term of the company’s eighth board of directors is about to expire, according to the Company Law and the Shanghai Stock Exchange
In accordance with the relevant laws and regulations, normative documents such as the GEM Stock Listing Rules and the Articles of Association, the directors The board of directors agreed to nominate Mr. Zhao Dajun and Ms. Xue Yan as executive director candidates for the ninth session of the company’s board of directors.
The term of directors of the new board of directors is three years from the date of approval by the shareholders' meeting.
For details, please refer to the company’s announcement on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
The disclosed "Announcement of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. on the General Election of the Board of Directors" (public announcement
Report number: Pro 2026-012). The proposal has been reviewed and approved by the Nomination Committee of the Company’s eighth board of directors in 2026 at its first meeting.
I am aware of the relevant content and agree to submit it to the company’s board of directors for review.
Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
The proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
(15) Deliberation and approval of the "Regulations on the General Election of the Board of Directors and the Election of Non-executive Directors of the Ninth Board of Directors"
Bill
In view of the fact that the term of the company’s eighth board of directors is about to expire, according to the Company Law and the Shanghai Stock Exchange
In accordance with the relevant laws and regulations, normative documents such as the GEM Stock Listing Rules and the Articles of Association, the directors
The board of directors agreed to nominate Mr. Zhong Tao and Ms. Yu Xiaoyang as non-executive director candidates for the ninth session of the company’s board of directors. No. The term of directors of the ninth session of the Board of Directors is three years from the date of approval by the shareholders' meeting.
For details, please refer to the company’s announcement on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
The disclosed "Announcement of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. on the General Election of the Board of Directors" (public announcement
Report number: Pro 2026-012).
The proposal has been reviewed and approved by the Nomination Committee of the Company’s eighth board of directors in 2026 at its first meeting. I am aware of the relevant content and agree to submit it to the company’s board of directors for review.
Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
The proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
(16) Deliberation and approval of the "About the General Election of the Board of Directors and the Election of Independent Non-executive Directors of the Ninth Session of the Board of Directors" "Proposal"
In view of the fact that the term of the company’s eighth board of directors is about to expire, according to the Company Law and the Shanghai Stock Exchange
The GEM Stock Listing Rules and other laws and regulations, normative documents and the relevant provisions of the Articles of Association,
The board of directors agreed to nominate Mr. Wang Hongguang, Mr. Lin Zhaorong and Mr. Xu Peilong as independent independent directors of the ninth session of the company’s board of directors.
Candidates for Non-Executive Directors. The term of directors of the ninth board of directors is three years from the date of approval by the shareholders' meeting. For details, please refer to the company’s announcement on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
The disclosed "Announcement of Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd. on the General Election of the Board of Directors" (public announcement
Report number: Pro 2026-012).
The proposal has been reviewed and approved by the Nomination Committee of the Company’s eighth board of directors in 2026 at its first meeting.
I am aware of the relevant content and agree to submit it to the company’s board of directors for review. Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
The proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
(17) Review and approve the "Shareholder Dividend Return Plan for the Next Three Years (2026-2028)"
Bill According to the "Company Law", "Listed Company Supervision Guidelines No. 3 - Cash Dividends of Listed Companies" and other laws and regulations
According to the regulations and the Articles of Association of the Company, combined with the actual situation of the company, it is agreed that the company formulates the "Shanghai Fudan Zhangjiang Students"
"Shareholder Dividend Return Plan for the Next Three Years (2026-2028) of Biopharmaceutical Co., Ltd."
For details, please refer to the company’s announcement on the Shanghai Stock Exchange website (www.sse.com.cn) and designated media on the same day.
According to the "Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.'s stock price in the next three years (2026-2028)" disclosed East Dividend Return Plan".
Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
The proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
(18) Consideration and approval of the "Proposal on Developing the Remuneration Management System for Directors and Senior Management Personnel" In accordance with relevant provisions such as the Articles of Association and the Rules of Procedure of the Remuneration Committee of the Board of Directors, combined with the company’s
Based on the actual operating conditions, the "Remuneration Management of Directors and Senior Management Personnel" shall be formulated with reference to the salary levels of the industry in which they are located.
System".
The proposal has been reviewed and approved at the first meeting of the Remuneration Committee of the eighth session of the Board of Directors in 2026.
I am aware of the relevant content and agree to submit it to the company’s board of directors for review. Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
The proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
(19) Consideration and approval of the “Proposal on Proposing to Convene the 2025 Annual Shareholders’ Meeting”
It is agreed that the company will tentatively hold the 2025 annual stock meeting at 13:30 pm on May 28, 2026 (Thursday). The specific time and place of the Eastern Conference shall be subject to the relevant announcements issued by the company.
Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
(20) To review and approve the corporate documents prepared in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Business governance report; Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
(21) Review and approval in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
Related transactions during the 2025 reporting period; Voting results: 8 votes in favor, 0 votes against, 0 abstentions.
Announcement is hereby made.
Shanghai Fudan Zhangjiang Biopharmaceutical Co., Ltd.
board of directors
March 31, 2026