Anke Bio: Announcement on the Resolutions of the Second Meeting of the Ninth Board of Directors
Securities code: 300009 Securities abbreviation: Anke Biotechnology Announcement number: 2026-007
Anhui Anke Bioengineering (Group) Co., Ltd.
Announcement on the Resolutions of the Second Meeting of the Ninth Board of Directors
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions.
The second meeting of the ninth board of directors of Anhui Anke Bioengineering (Group) Co., Ltd. (hereinafter referred to as the "Company") was held at 9:30 on March 27, 2026 in the form of an on-site and communication meeting. The meeting notice will be delivered directly and by email on March 17, 2026. There were 12 directors who were supposed to be present, and 12 directors were actually present. Senior management personnel of the company attended the meeting as non-voting delegates. The meeting was chaired by Mr. Song Lihua, chairman of the company. The convening and convening procedures of the meeting complied with the relevant national laws and regulations and the company's articles of association. The participating directors carefully reviewed and formed the following resolutions:
- Review and approve the "Company's 2025 President Work Report"
The company's board of directors carefully listened to Mr. Song Lihua's 2025 President's Work Report and believed that in 2025, the company's operating management seriously and effectively implemented various resolutions of the shareholders' meeting and the board of directors, actively carried out various tasks, achieved phased results in strategic layout, business expansion, market development and internal management, and further consolidated the operating foundation.
This motion was passed with 12 votes in favor, 0 votes against, and 0 abstentions.
- Review and approve the "Company's 2025 Board of Directors Work Report"
In accordance with relevant laws, regulations and the relevant provisions of the "Articles of Association", the company's board of directors prepared the "Company's 2025 Board of Directors Work Report" and was reviewed and approved by the company's board of directors.
Mr. Zhu Weidong and Mr. Liu Guangfu, independent directors of the eighth session of the company's board of directors, and Mr. Geng Xiaoping, Mr. Chen Feihu, Mr. Yao Lushi, and Mr. Wang Lu, independent directors of the ninth session of the board of directors, submitted the "2025 Independent Directors' Work Report" to the board of directors, and will report their work at the 2025 annual shareholders' meeting. The board of directors prepared the "Special Opinions of the Board of Directors on the Assessment of the Independence of Independent Directors" based on the "Self-examination Report on Independence in 2025" submitted by the independent directors.
For details, please refer to the announcement on the same day published on the Cninfo Network (www.cninfo.com.cn), the information disclosure website designated by the China Securities Regulatory Commission.
This proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
This motion was passed with 12 votes in favor, 0 votes against, and 0 abstentions.
- Review and approve the "Company's 2025 Annual Report" and its Summary
For details of the company's "2025 Annual Report" and its summary, please refer to the relevant announcements on the China Securities Regulatory Commission's designated GEM information disclosure website Juchao Information Network (www.cninfo.com.cn). According to relevant regulations, the company's 2025 annual report summary will be simultaneously published in the "China Securities Journal", "Shanghai Securities News", and "Securities Times" on March 31, 2026. The company's 2025 financial statements and this proposal have been reviewed and approved in advance at the first meeting of the audit committee of the company's ninth board of directors in 2026. The company's directors and senior managers have issued written confirmation opinions on the 2025 annual report.
This proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
This motion was passed with 12 votes in favor, 0 votes against, and 0 abstentions.
- Review and approve the "Company's 2025 Profit Distribution Plan"
According to the audit results issued by Rongcheng Accounting Firm (Special General Partnership), in 2025, the company realized a net profit attributable to shareholders of the listed company of 735,192,705.68 yuan, and the parent company realized a net profit of 657,719,865.89 yuan. According to relevant regulations such as the "Company Law" and the "Articles of Association", after appropriating 10% of the parent company's net profit in 2025 to a statutory surplus reserve of RMB 65,771,986.59, plus the undistributed profit of RMB 1,496,190,741.33 at the beginning of the year, and deducting the profit distribution of RMB 417,067,263.00 from the previous year, as of December 31, 2025 As of that date, the company's distributable profits were RMB 1,671,071,357.63.
In order to actively reward shareholders and enhance the company's investment value, and on the premise of ensuring the company's normal operation and sustainable development, a profit distribution plan for 2025 has been formulated: based on the total number of shares of 1,671,320,708 shares on the date of this board of directors resolution minus 620,000 equity incentive restricted shares to be repurchased and canceled, a cash dividend will be distributed to all shareholders for every 10 shares. 2.50 yuan (tax included), and a total cash dividend of 417,675,177.00 yuan was distributed.
If the capital base of the company's distribution plan changes from the date of disclosure of this distribution plan to the equity registration date for equity distribution, the company will maintain the distribution ratio per share unchanged and adjust the total distribution amount accordingly.
The above-mentioned distribution plan complies with the "Regulatory Guidelines for Listed Companies No. 3 - Cash Dividends by Listed Companies" and the "Articles of Association" and other relevant regulations.
This proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
This motion was passed with 12 votes in favor, 0 votes against, and 0 abstentions.
- Review and approve the "Company's 2025 Internal Control Self-Evaluation Report"
The board of directors believes that: the company's "2025 Internal Control Self-Evaluation Report" comprehensively, objectively and truly reflects the actual situation of the company's internal control system construction and operation. As of the base date of the internal control evaluation report, the company has no major defects or important defects in non-financial reporting internal control that have not been rectified. This proposal has been reviewed and approved in advance by the first meeting of the Audit Committee of the ninth session of the Board of Directors in 2026.
For details, please refer to the "Company's 2025 Internal Control Self-Evaluation Report" disclosed by the information disclosure website designated by the China Securities Regulatory Commission (www.cninfo.com.cn).
This motion was passed with 12 votes in favor, 0 votes against, and 0 abstentions.
- Considered and approved the "Proposal on Re-appointment of the Company's Audit Institution for 2026"
Rongcheng Accounting Firm (Special General Partnership) has the qualification to engage in securities auditing, and the signing certified public accountants and project leaders have corresponding professional competencies. They insist on conducting audits in an independent, objective and fair manner during the practice process, showing good professional norms and spirit, well fulfilling the responsibilities and obligations stipulated in the "Business Agreement" signed by both parties, and completing the company's 2025 annual audit work on time. In accordance with relevant laws, regulations and the company's relevant systems, it was agreed to renew the appointment of Rongcheng Accounting Firm (Special General Partnership) as the company's audit agency for 2026.
This proposal has been reviewed and approved in advance at the first meeting of the Audit Committee of the ninth session of the Board of Directors in 2026. It is recommended that Rongcheng Accounting Firm (Special General Partnership) be re-appointed as the company's audit agency for 2026, and the proposal is agreed to be submitted to the company's Board of Directors for review.
For detailed information, please refer to the relevant announcements disclosed by Juchao Information Network (www.cninfo.com.cn), the designated information disclosure website for the Growth Enterprise Market of the China Securities Regulatory Commission.
This proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
This motion was passed with 12 votes in favor, 0 votes against, and 0 abstentions.
- Consider the "Proposal on Amending the Remuneration Management System for Directors and Senior Management"
In order to further improve the salary management of the company's directors and senior managers, establish an effective incentive and restraint mechanism, continuously optimize the company's salary management system, effectively mobilize the enthusiasm and creativity of senior managers, and improve the level of corporate operation and management, the company plans to revise the "Remuneration Management System for Directors and Senior Managers" in accordance with the "Company Law of the People's Republic of China", the latest "Corporate Governance Guidelines for Listed Companies" of the China Securities Regulatory Commission and other relevant laws, regulations and normative documents, as well as the "Articles of Association" and "Working Rules of the Remuneration and Appraisal Committee". For detailed system content, please refer to the relevant announcements disclosed by the China Securities Regulatory Commission’s GEM-designated information disclosure website Juchao Information Network (www.cninfo.com.cn).
This proposal has been reviewed in advance by the Remuneration and Assessment Committee of the ninth session of the Board of Directors of the company. This proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
This motion was passed with 12 votes in favor, 0 votes against, and 0 abstentions.
- Review the "Proposal on the 2026 Directors' Remuneration Plan"
In order to better safeguard the interests of the company's shareholders, in accordance with the company's "Remuneration Management System for Directors and Senior Management Personnel", with reference to the remuneration levels of directors of domestic companies in the same industry, and combined with the actual situation of the company, the specific remuneration plan for directors of the company's board of directors in 2026 is as follows:
(1) A fixed allowance system is implemented for independent directors;
(2) Non-independent directors who hold positions in the company’s operation and management or assume operation and management functions will have their remuneration standards determined based on their positions and job responsibilities in the company, and will not receive additional director allowances.
Remuneration consists of basic salary, performance salary and medium- and long-term incentive income, among which the proportion of performance-based salary shall in principle not be less than 50% of the total basic salary and performance-based salary. (1) Basic annual salary: determined based on job responsibilities and abilities and combined with industry salary levels; (2) Performance-based salary: linked to the company's operating performance and personal performance; (3) Medium- and long-term incentive income: including but not limited to equity incentives, employee stock ownership plans, etc., which shall be implemented by the company in a timely manner based on the actual situation.
(3) The company will reimburse the reasonable expenses (such as travel expenses, office expenses, etc.) required for directors to attend the company's board of directors and shareholders' meetings and exercise their powers in accordance with the relevant provisions of the "Company Law" and "Articles of Association".
This proposal has been reviewed in advance by the Remuneration and Appraisal Committee of the ninth session of the board of directors of the company. Since this proposal involves the interests of all directors, all directors abstained from voting. This proposal will be directly submitted to the company's 2025 annual shareholders' meeting for review.
This motion: 0 votes in favor, 0 votes against, 0 abstentions, and 12 avoidance votes.
- Considered and approved the "Proposal on the Remuneration Plan for Senior Management Personnel in 2026"
According to the needs of the company's business development, in order to encourage the operating team to improve performance and better safeguard the interests of the company's shareholders, in accordance with the company's "Remuneration Management System for Directors and Senior Managers", with reference to the salary levels of senior managers of domestic companies in the same industry, and based on the actual situation of the company, the specific salary plan for the company's senior managers in 2026 is as follows:
The remuneration of the company's senior managers consists of basic salary, performance remuneration and medium- and long-term incentive income. In principle, the proportion of performance remuneration shall not be less than 50% of the total basic remuneration and performance remuneration. The specific implementation shall be based on the company's remuneration management method and corresponding performance appraisal methods. (1) Basic annual salary: determined based on job responsibilities and abilities and combined with industry salary levels; (2) Performance-based compensation: linked to the company's operating performance and personal performance; (3) Medium- and long-term incentive income: including but not limited to equity incentives, employee stock ownership plans, etc., which will be implemented by the company in a timely manner based on the actual situation.
This proposal has been reviewed and approved in advance by the Remuneration and Assessment Committee of the ninth session of the Board of Directors of the Company. Related directors Mr. Song Lihua, Ms. Zhou Yuanyuan, Mr. Song Liming, Ms. Zhao Hui and Mr. Li Kun abstained from voting.
This motion was passed with 7 votes in favor, 0 votes against, and 0 abstentions.
- Considered and approved the "Proposal on Application for Comprehensive Credit Line"
As the company's business scale and scope expand rapidly, the company's demand for working capital also increases accordingly. In order to cope with possible sudden or temporary capital needs in the future, the company (including wholly-owned and controlled subsidiaries) plans to apply for a comprehensive credit line of no more than RMB 500 million from banks and other financial institutions. The total amount of credit granted above is ultimately subject to the credit limit actually approved by the relevant financial institution. This proposal has been reviewed and approved by the first meeting of the Audit Committee of the ninth session of the Board of Directors in 2026.
For details, please refer to the relevant announcement disclosed on the same day on the China Securities Regulatory Commission’s designated GEM information disclosure website Juchao Information Network (www.cninfo.com.cn).
This proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
This motion was passed with 12 votes in favor, 0 votes against, and 0 abstentions.
- Considered and approved the "Proposal on Using Idle Own Funds for Cash Management"
In order to improve the efficiency of fund use, make rational use of idle funds, and increase the company's income, the company and its wholly-owned and controlled subsidiaries plan to use no more than 2 billion yuan of idle self-owned funds for cash management through financial institutions to maintain and increase the value of funds on the basis of ensuring safety and liquidity. The above quota can be used on a rolling basis within 14 months from the date of review and approval by the shareholders' meeting, and the company's chairman is authorized to exercise decision-making power within the above quota. If the duration of a single transaction exceeds the authorization period, the authorization period will automatically be extended until the single transaction is terminated. This proposal has been reviewed and approved by the first meeting of the Audit Committee of the ninth session of the Board of Directors in 2026.
For details, please refer to the relevant announcement disclosed on the same day on the China Securities Regulatory Commission’s designated GEM information disclosure website Juchao Information Network (www.cninfo.com.cn).
This proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
This motion was passed with 12 votes in favor, 0 votes against, and 0 abstentions.
- Considered and approved the "Proposal on the Second Unlocking Period for the First Grant of Stocks to the Anti-Tumor Division Personnel of the Third Phase Restricted Stock Incentive Plan and the Second Unlocking Period for Reserved Granted Stocks, Unrestricted Conditions Unfulfilled and the Repurchase of Part of the Restricted Stocks"
According to the relevant provisions of the "Company's Third Phase Restricted Stock Incentive Plan (Revised Draft)", the anti-tumor division personnel were granted stocks for the first time and the conditions for the second unlocking period were not met, and the reserved shares were granted for the second unlocking period. The conditions for unlocking the shares were not met. According to the authorization of the company's second extraordinary general meeting of shareholders in 2022, the board of directors agreed that the company would repurchase and cancel the 415,000 that had been granted but had not yet been released from the restricted shares held by incentive targets who did not meet the conditions for unlocking. shares of restricted shares; and agreed that the company would repurchase and cancel 205,000 restricted shares that had been granted but had not yet been released from sale restrictions to four incentive targets who resigned due to personal reasons and did not meet the incentive conditions.
This proposal has been verified and approved by the Remuneration and Appraisal Committee of the ninth session of the Board of Directors in advance, and the lawyer issued a corresponding legal opinion. Matters regarding the above-mentioned share repurchase, cancellation and reduction of registered capital still need to be submitted to the company's shareholders' meeting for review. For details, please refer to the relevant announcement published on the same day on the China Securities Regulatory Commission’s designated information disclosure website, www.cninfo.com.cn.
This motion was passed with 12 votes in favor, 0 votes against, and 0 abstentions.
- Considered and approved the "Proposal on Changing the Registered Capital and Amending the Articles of Association"
According to the repurchase and cancellation matters reviewed and approved at this board meeting, the company's registered capital will be changed from 1,671,320,708 yuan to 1,670,700,708 yuan. Therefore, the company plans to change the registered capital and amend the Articles of Association accordingly. At the same time, the board of directors requested the shareholders' meeting to authorize relevant personnel of the company to handle specific matters such as industrial and commercial change registration and filing procedures and sign relevant documents. The authorization is valid from the date of review and approval by the shareholders' meeting to the date the filing of the articles of association is completed. For details, please refer to the relevant announcement published on the same day on the China Securities Regulatory Commission’s designated information disclosure website, www.cninfo.com.cn. This proposal still needs to be submitted to the company's 2025 annual shareholders' meeting for review.
This motion was passed with 12 votes in favor, 0 votes against, and 0 abstentions.
- Considered and approved the “Proposal on Convening the 2025 Annual Shareholders’ Meeting”
The company is scheduled to hold the company's 2025 shareholders' meeting at 9:30 a.m. on April 24, 2026 (Friday) in Conference Room 1201, Building A, K-1 Company, Guanhai Road, Hefei High-tech Zone, to review the company's "2025 Board of Directors Work Report", "2025 Annual Report and its Summary", "2025 Profit Distribution Plan", "Proposal on Re-appointment of the Company's 2026 Audit Institution" and other relevant proposals.
For details, please refer to the relevant announcement disclosed on the same day on the China Securities Regulatory Commission’s designated GEM information disclosure website Juchao Information Network (www.cninfo.com.cn).
This motion was passed with 12 votes in favor, 0 votes against, and 0 abstentions.
Announcement is hereby made.
Anhui Anke Bioengineering (Group) Co., Ltd. Board of Directors
March 30, 2026